Episode 2 - Faces

                                 ACT TWO


          INT. GILES' APARTMENT - NIGHT

          Picking up from where we left off. Buffy stands there
          shocked at seeing a vamped Willow. Note:All characters
          except for Buffy will be vamped for this scene.
                                          WILLOW
                              (concerned)
                         Buffy, what?

                                          BUFFY
                              (still stunned)
                         Wha.. What happened?

          Tara enters the room to join Willow. She brings her a
          glass of water. Buffy sees a vamped-out Tara.

                                          TARA
                              (to Willow)
                         So, how many sites did you find with
                         your name in them?

          Tara notices Willow's concern and looks at Buffy.

                                          TARA
                         Buffy?

          There is a beat. Then, Buffy slowly gets her stake and
          raises it. Willow and Tara are now very concerned.
          Willow stands up and places herself slightly in front
          of Tara.

                                          WILLOW
                         Buffy, what are you doing?

                                          BUFFY
                         I don't know.

          The door opens behind them and Xander and Anya enter.

                                          XANDER
                         For the last time, We're not
                         inviting any of your demon pals to
                         our wedding. I don't care if they
                         really want to come.

                                          ANYA
                         But all your friends and family will
                         be on the groom's side and there'll
                         be nobody on the bride's. It'll look
                         funny.

                                          XANDER
                         An, a congregation of dressed-up
                         demons at our wedding isn't exactly
                         something that will look normal in
                         our wedding album either. 
                              (taking a stand)
                         I mean it. If I see any R.S.V.P's
                         from Hell, I'm throwing it in the
                         trash.

          Buffy takes this all in. She can only see a vamped
          Xander and Anya. Xander and Anya finally notice Buffy
          and her stake.

                                          XANDER
                         Whoa! Easy there Buffy, it's just
                         us.

                                          BUFFY
                         Who are you? Wha.. What have you
                         done with my friends?

                                          XANDER
                         What?

                                          TARA
                              (stepping out from behind
                              Willow)
                         Buffy, what do you see?

          Buffy turns around and looks at Willow and Tara.

                                          BUFFY
                         Vampires.

                                          XANDER
                         Vamp-what-now?

                                          ANYA
                              (softly to herself)
                         I'm sure she wouldn't mind me
                         inviting my demon friends to the
                         wedding.

          Willow steps cautiously towards Buffy.

                                          WILLOW
                         Buffy, can't you see it's us?
                         Please, put the stake down and,
                         and.. we'll sit down and talk.

                                          BUFFY
                              (adopting an aggressive
                              stance)
                         Stay away from me!

          Willow stops.

                                          BUFFY
                         You killed them.

                                          WILLOW
                         Buffy, it's us. We're still here.
                              (to Tara)
                         There's got to be a way of
                         convincing her.

                                          XANDER
                         Oh. I can do my Snoopy dance!

                                          WILLOW
                         Xander, she hasn't seen you do your
                         Snoopy dance.

          Anya casually walks over to a bureau, grabs a mirror
          and shows her reflection in the mirror to Buffy. She
          then walks over to Xander and does the same thing.

                                          ANYA
                         Are we all clear now?

          Anya then gives Xander the mirror, walks straight past
          Buffy and sits down on the couch.

                                          ANYA
                         My feet are killing me.

          Buffy slowly lowers the stake, starting to believe her
          friends. Giles enters, his attention focused on the
          newspaper in his hand and carrying a cup of tea. He is
          oblivious to what is going on around him. He sits down
          on a chair.

                                          GILES
                              (re the newspaper)
                         Bloody hell. I knew those idiots
                         were going to stuff up the country.

          ANGLE : GILES

          from Buffy's POV, thus we see a vamped out Giles with
          his glasses and sensible shirt, blowing on his hot cup
          of tea before taking a sip.

          Giles becomes aware of everyone staring at him.

                                          GILES
                              (caught in the headlights)
                         What?

                                          BUFFY
                         Okay, that is Giles.


          INT. DAWN'S BEDROOM - DAY (DAY 3)

          CLOSE ON : DAWN

          as she sleeps in her bed. We see a hand gently
          reaching down and stroking her hair. The hand exits
          the frame and we hear someone beginning to walk away
          when Dawn wakes up.

                                          DAWN
                         Buffy?

          REVERSE ANGLE

          to show Tara in Dawn's bedroom, halfway out the door.

                                          TARA
                         No, it's just me.

                                          DAWN
                         Oh.
                              (worried)
                         Where's Buffy? Did something happen?

          Dawn sits up on her bed. Tara comes back and sits on
          the bed next to Dawn.

                                          TARA
                         She's fine. There was just some
                         stuff, important Scoobie stuff,
                         going on at Mr. Giles' last night.
                         She told me to tell you that she was
                         sorry that she couldn't come home.
                         She kinda had to crash at Giles' so
                         she asked me and Willow to sleep
                         over here.

                                          DAWN
                         Oh.
                              (then)
                         Willow's here?

                                          TARA
                         She was. She took off a little while
                         ago to the Magic Box. The gang's
                         gonna help Buffy out with some
                         research.

                                          DAWN
                         Cool. When do we go?

          A beat.

                                          TARA
                         We're not. Buffy said it would be
                         better if you stayed home today.

                                          DAWN
                         Buffy said.. Buffy said.. I thought
                         you said I was part of the gang now,
                         that I could help out. Was that a
                         lie?

                                          TARA
                         Of course not. It's just, there are
                         certain things going on.. She just
                         can't see you right now.

                                          DAWN
                         She never sees me.

          Dawn gets up and leaves the room. Tara remains seated
          on the bed, looking worried.


          INT. THE MAGIC BOX - DAY

          The shop is open. Willow, with her laptop, and Buffy
          are sitting at one side of the table while Xander and
          Giles are sitting at the other end, going through some
          books. Anya is at the counter, taking care of the
          business. Note : from now on, characters will only
          appear as vamped when expressly stated as such.

                                          BUFFY
                         Will, I can't see her, not as a
                         vampire. I just can't.

                                          WILLOW
                         I know, but you should at least
                         explain to her why. I think she's
                         feeling kinda left out these days. I
                         know you're busy with the slaying
                         and all but.. 

                                          BUFFY
                         but she has to understand that I
                         just can't be there for her all the
                         time. I have responsibilities. If I
                         screw up, people die. I can't
                         protect anyone.. I can't protect her
                         if I don't train or patrol.

          Willow is silent. She has no answers.

                                          BUFFY
                         When we are together, I don't even
                         know how I should treat her anymore.
                         We've almost become strangers in our
                         own house. I mean, should I be her
                         sister, her mother, her friend?
                         What's enough?

                                          WILLOW
                         I think she just wants you to be
                         Buffy. That'll be plenty enough.

          The two friends share a small smile.

                                          GILES
                         I think I may have something.
                         Willow, try looking up 'The Orb of
                         Stagos', S-T-A-G-O-S.

          Willow begins typing into her laptop.

                                          BUFFY
                              (to Giles)
                         What is it?

                                          GILES
                         Well, according to this, Stagos was
                         a sixteenth century warlock in
                         Romania who was famous for his
                         illusion spells. He was often called
                         upon in battles, where he would cast
                         a spell on opposing armies, causing
                         them to see demons and monsters
                         where there were none. He was also
                         known for creating..

                                          WILLOW
                              (reading from her laptop)
                         the Orb of Stagos, well orbs. There
                         was more than one but no one knows
                         for sure how many were made. It says
                         here that the Orb, when cast at its
                         target, causes him or her to see
                         whatever the person who cast it
                         wished for them to see.

                                          BUFFY
                         Vampires.

                                          WILLOW
                         As for example. Oh! Good news. The
                         spell uses an enormous amount of
                         energy to sustain itself so it can't
                         last for very long. It comes with a
                         built-in expiry date.. two days.

                                          BUFFY
                         Bad news. It means whatever the
                         vamps are planning to do, they're
                         going to do it soon, before the
                         spell wears off.

                                          GILES
                         Well, whatever they plan to do, it
                         probably won't be until nightfall
                         before they make a move.

                                          XANDER
                         Which makes Buffy's patrol tonight
                         the number one contender.

                                          BUFFY
                         Giles, how am I supposed to spot the
                         real vamps? Oh! Colour me
                         rhetorical. Mirrors, and crosses
                         right? I stick out my cross, vamps
                         go nuts and I introduce them to Mr.
                         Stakey. 

                                          ANYA
                         What if there's an Atheist
                         Convention in town?

                                          GILES
                         Anya's right.

          Anya proudly smiles to Xander.

                                          GILES
                         Well, not about the Athiest
                         Convention..

          Anya is dissapointed.

                                          GILES
                         but you have to be absolutely sure
                         that what you are attacking is in
                         fact a vampire. We can't afford to
                         make any mistakes.

                                          XANDER
                         No problem. We'll come along and be
                         Buffy's eyes and ears. We'll hang
                         back and give her a heads up if any
                         vamps come near.

          Buffy begins staring at everyone at the table. She
          stares at Willow, or from her POV, VampWillow. Willow
          becomes self-conscious.

                                          WILLOW
                              (touching her forehead)
                         What? Is my bump showing?

                                          BUFFY
                         Sorry. I know it's you guys and all
                         but it's so creepy, seeing you all
                         as vamps. It's something I couldn't
                         even imagine in my head before.

          A beat.

                                          BUFFY
                         But I can't think about all that
                         now. If I'm going to make it through
                         the next day and a half, I'll just
                         have to focus and not let anything
                         throw me off.

          We prelap:

                                          DAWN (V.O)
                         But I can't. It's too hard
                         


          INT. BUFFY'S LIVING ROOM - NIGHT

          Dawn and Tara are sitting on a couch. They are both
          looking at a pencil on a table. Giles is sitting at a
          bureau to the side, watching with interest.

                                          TARA
                         Yes you can. You just have to
                         concentrate. Don't let anything
                         distract you.

          Dawn sighs, regroups and tries again, a steely
          determination in her eyes. She focuses on the pencil,
          willing it to move, but nothing happens.

                                          DAWN
                         This is stupid. I can't ever be like
                         you and Willow. I'll never be as
                         strong as you guys.

                                          TARA
                         Dawn. When I look at you, I see
                         someone who is so very strong now,
                         but who, in a few years, will become
                         stronger than any one of us in the
                         Scoobies. Don't you know that? You
                         have your sister's strength.

          Dawn looks a little unsure about this. She looks at
          Tara and then looks at the her hands as she fiddles
          with them. Tara reaches around her neck and unclasps a
          necklace with a sparkling blue gem at its centre.

                                          TARA
                         Here, I want you to have this.

                                          DAWN
                         What is it?

                                          TARA
                         It's something my Mom gave me a long
                         time ago, when I was just starting
                         to practise magic, like you. 

          Tara leans over to Dawn and clasps the necklace around
          her neck.

                                          TARA
                         You see that gem? It's very special.
                         My Mom told me that if you held on
                         to it, it connected you with
                         everything around you. You kinda
                         become a part of everything, and
                         everyone. It has always helped me,
                         you know, when I needed to focus on
                         a spell, or even just whenever I was
                         feeling a little lost.

                                          DAWN
                         Really?

                                          TARA
                         Uh Huh. Plus, it's really pretty.
                              (re the pencil)
                         Do you want to give it another try?

          Dawn smiles and gives a half nod. She turns to look at
          the pencil. She's holds on to the gem with one hand.

          ANGLE : DAWN

          We see a look of intense determination in Dawn's face. 

          ANGLE ON : PENCIL

          It hasn't moved.

          ANGLE : TARA

          as she stares intently at Dawn, and at the pencil

                                          TARA
                              (softly)
                         Focus. Keep trying.

          ANGLE : GILES

          watching with great interest.

          ANGLE : DAWN

          still focused on the pencil, her hand still clasped
          tightly around the gem.

          ANGLE ON : PENCIL

          It doesn't move for a long time. Then, suddenly, it
          jerks to the left, rolling a centimetre away from its
          position. A silent beat.

                                          DAWN
                              (to Tara, softly)
                         It moved.
                              (then louder)
                         It moved!

                                          TARA
                              (with the biggest smile)
                         Yes.

          Dawn grabs Tara and pulls her in to an enthusiastic
          hug. 

                                          DAWN
                         Tara, Thank You.

          She then runs over to Giles.

                                          DAWN
                         Giles, Did ya see? It moved!

                                          GILES
                              (smiling)
                         I saw. You should be very proud.

          Dawn stands there for a second, not knowing how to
          react. She then hugs Giles as well. Giles is a little
          taken aback but gently pats her on her back.

                                          DAWN
                         I feel like screaming.

                                          GILES
                         Well, I don't..

          Dawn lets out a shrill squeal of delight. Giles goes
          deaf in one ear. Tara is watching all this with
          delight.

                                          DAWN
                              (to Tara)
                         I'm gonna go upstairs and keep
                         practising.

          Tara nods. Dawn grabs the pencil and runs upstairs to
          her room.

                                          TARA
                              (yelling to Dawn)
                         Just the pencil, Okay?

          The mood in the room gradually subsides with only Tara
          and Giles left in the room. Tara gives Giles a quick
          smile. Giles smiles back. There is an awkward beat.
          Tara nervously begins to tidy the table, and fiddle
          with her sleeve. 

                                          TARA
                         Maybe, I should go up and check on
                         her, you know, make sure she's not
                         trying to float her TV or something.

          She gets up and begins to walk to the stairs.

                                          GILES
                         Tara?

          Tara turns around.

                                          GILES
                         That was a wonderful thing you gave
                         to her.. and I don't just mean the
                         necklace. 

          Tara smiles, deeply appreciating the sentiment.

                                          GILES
                         But don't you still need your
                         necklace to perform your spells?

          Tara smiles again. She looks over at the bureau. A
          large lamp next to Giles effortlessly floats into the
          air, does a 360 degree spin, and then floats back
          down. It then turns itself on. Giles watches amazed.

                                          TARA
                         Not anymore.

          Giles smiles proudly as he watches her head upstairs.
          He then takes a look at the lamp, staring intently at
          it. Nothing happens. He gives up and switches off the
          lamp with his hand.


          EXT. SUNNYDALE STREET - NIGHT

          Buffy is patrolling. She sees a vampire approaching
          her, walking a dog.

                                          BUFFY
                              (talking into a walkie-
                              talkie)
                         Guys?

                                          WILLOW (V.O.)
                         Um. Human. Cute dog.

          The man and his dog walk by. Buffy turns around to
          look behind her. She speaks into her walkie-talkie.

                                          BUFFY
                         A little quicker next time, okay?

                                          WILLOW (V.O.)
                         Well, we would be if Anya wasn't so
                         slow with the spotting.

                                          ANYA (V.O.)
                         Hey! I'm trying my best. It's not
                         easy, you know, trying to find
                         someone with a mirror with your back
                         turned.

          Buffy sighs and drops the walkie-talkie from her ear.

                                          WILLOW (V.O.)
                         Why are you even here? You're not
                         patrol gal.

                                          ANYA (V.O.)
                         I told you, if Xander's going on
                         patrol, I want to go as well. I want
                         to share this experience with him.

                                          XANDER (V.O.)
                         An, maybe this wasn't such a good
                         idea.

                                          ANYA (V.O.)
                         What, you're siding with her now.

                                          BUFFY
                         Enough you guys. This isn't a game.
                         Now, remember, I want you guys to
                         stay back if anything happens. In a
                         middle of fight, all vamp faces will
                         pretty much look the same to me.

                                          XANDER (V.O.)
                         Don't worry. We've taken extra
                         precautions.

          ANGLE : XANDER

          as we see him walking along with a big name tag on his
          bright blue sweater that states 'XANDER'.

                                          XANDER
                              (talking into walkie-
                              talkie)
                         Maybe we can come up with a code-
                         word, you know, so that you can know
                         it's one of us.

          ANGLE : WILLOW

          We see her in a bright pink sweater with the name tag
          'WILLOW'.

                                          WILLOW
                         Oh! I know. Miss Kitty Fantastico!

          ANGLE : ANYA

          We see Anya with a name tag which reads 'STOP BUFFY!
          IT'S ME!'

                                          ANYA
                         Yes, nothing like a tongue-twister
                         when you're screaming for your life.

                                          XANDER
                         Oh! I got it. Jar-Jar, you know,
                         Jar-Jar Binks? Cos, I mean, who
                         would ever want to kill Jar-Jar?

          ANGLE : BUFFY

                                          BUFFY
                         Whatever. Three joggy vamps heading
                         towards me on my left.

          ANGLE ON : THREE JOGGING VAMPS

          dressed in sweatshirts and track pants, jogging
          together at a steady pace and heading towards Buffy.

          ANGLE : ANYA

          as she tries to spot them with a compact mirror. She
          is having trouble doing so.

                                          WILLOW
                         Anya. Hurry!

                                          ANYA
                         I can't tell, they're moving too
                         fast.

                                          WILLOW
                         Give it to me.

          Willow snatches at the mirror but loses grip of it.
          The mirror falls to the ground and shatters into
          pieces.

                                          WILLOW
                         Oops.

          ANGLE : BUFFY

                                          BUFFY
                         Oops? What oops? Big no to the oops.

          The joggers are approaching. Buffy tenses up, ready

          for anything. The first two joggers jog past but the
          third one bumps hard into Buffy, knocking the walkie-
          talkie to the ground and breaking it.

                                          JOGGER #1
                         Oh Sorry. I'm such a klutz. Let me
                         pick that up for you.

          Buffy takes out her cross and holds it aloft, stake in
          her hand. The jogger refuses to look at her.

          ANGLE : WILLOW

          as she frantically picks up a shard of glass and
          checks the jogger's reflection. She doesn't see
          anything. 

                                          WILLOW
                         Vampire!

                                          XANDER
                              (yelling into the walkie-
                              talkie)
                         Buffy, it's a vampire!

          ANGLE : BUFFY

          as she continues to look down at the jogger, waiting
          for him to look at the cross. She can't hear Xander.
          From behind Buffy, we see the other two jogger
          vampires silently approach Buffy from behind her.

                                                             BLACKOUT
                            END OF ACT TWO

                                                CONTINUE TO ACT THREE