Episode 2 - Faces

                             ACT THREE


          EXT. SUNNYDALE STREET - NIGHT

          Picking up from where we left off. Two vampires
          silently approaching Buffy from behind.

                                          XANDER (O.S.)
                              (yelling)
                         Vampire! Buffy, look out behind you!

          Buffy turns around to look at Xander.

          ANGLE : XANDER

          as he, Anya and Willow are running towards Buffy.

          ANGLE : BUFFY

          as she turns to confront the two vampires who were
          sneaking up behind her. Suddenly, the vamp who was on
          the ground kicks Buffy and knocks her to the ground.

          Buffy flips herself back up and fights with Jogger #1
          and #2.

          Jogger#3 sees Xander approaching with a stake. Xander
          lunges with his stake but Jogger#3 blocks it, picks up
          Xander and flings him away. Xander falls hard to the
          ground.

                                          ANYA
                         Xander!

          Anya rushes towards Xander. Xander is a little groggy.

          Buffy is still fighting Jogger#1 and #2. She knocks
          Jogger#2 away. Jogger#1 rushes at her but Buffy
          manages to avoid him and stake him.. dust. 

          Meanwhile, Jogger#3 is approaching Anya and a still-
          dazed Xander. Willow approaces with a stake but the
          vamp notices her coming and flings her to the ground,
          knocking her on her butt, her stake flying towards
          Anya. Willow looks back towards Anya as the vamp
          approaches her.

                                          WILLOW
                              (to Anya)
                         Anya, the stake.

                                          ANYA
                         Oh.

          Anya gets up and picks up the stake. Willow holds her
          hand up ready to catch it. Anya throws the stake
          towards Willow, over Willow and straight into the
          hands of the approaching vamp. Willow gives a
          disbelieving look to Anya. Anya gives Willow a 'oops'
          look.

          ANGLE : JOGGER VAMP#3

          as he smiles, lifting the stake, approaching Willow.
          Suddenly, a grimace of pain appears on his face. He
          turns into dust, to reveal Buffy, who has just staked
          him, catching the stake from the vampire's hand and
          throwing it to Willow.

          Xander, having recovered, notices Jogger#2 approaching
          Buffy from behind. He rushes towards Buffy.

                                          XANDER
                         Buffy, behind you! 

          Buffy flips around and stakes the vamp in time. She
          then turns back around to face Xander, who is rushing
          in, her stake still raised.

                                          XANDER
                              (hands in the air,
                              panicked)
                         Ewok! Ewok!

          Buffy rolls her eyes and walks away. The rest of the
          gang follows.

          ANGLE : SKEET

          who has been hiding around the corner, having watched
          all the action. A smile spreads across his face.


          INT. THE MAGIC BOX - DAY (DAY 4)

          The Magic Shop is open. A few customers are milling
          about. Anya is behind the counter. Willow, Xander,
          Buffy and Tara are at the table. Giles is wandering
          between the counter and the table.

                                          XANDER
                         All in all, I'd say things worked
                         out pretty darn well.

                                          WILLOW
                         Yeah, vamps are dusty and as an
                         extra bonus, I got to go home with a
                         purple badge of courage.

                                          XANDER
                              (to Willow)
                         I was hurt way more than you. That
                         vamp threw me away like I was a
                         doll. Didn't you guys see me fly?

                                          WILLOW
                         Heck, I was flying too and I've got
                         the bruise to prove it.

                                          TARA
                         It's true. She showed it to me last
                         night. There's a huge purply bruise
                         on her bu.. um.. back.

                                          BUFFY
                         Okay, before any of you guys start
                         talking about the U.S.S.
                         Indianiapolis, I gotta tell you that
                         last night wasn't the main event.

                                          GILES
                         It wasn't?

                                          BUFFY
                         It was too easy. Just three vamps,
                         in a quiet deserted street? I figure
                         last night was just a dress
                         rehearsal. Spike Lite was probably
                         watching us, figuring out our
                         weaknesses.

          ANGLE : ANYA

          overhearing this and reacting a little to the last
          sentence.

                                          XANDER
                         So, we go again tonight. We'll be
                         ready.

                                          BUFFY
                         Well, we'll be extra ready this
                         time. I'm gonna pack myself some
                         holy water and a mirror for myself,
                         just in case.

          Willow looks a little sheepish. 

                                          WILLOW
                         Well, you know, things could be a
                         lot easier but ever since Glory, you
                         guys won't let me touch anything
                         darker than, oh let's say, daylight.

                                          GILES
                         Willow, we've been through this.
                         Dark magic is nothing to be trifled
                         with.

                                          WILLOW
                         Yeah, yeah. Evil magic.. blah,
                         blah.. poisons the soul.

          Willow suddenly notices Tara's concerned look.

                                          WILLOW
                              (to Tara)
                         It's okay. I wasn't being serious
                         gal. I'm not gonna be chasing
                         Dorothy any time soon with my army
                         of flying monkeys.

                                          XANDER
                         Good. Because that weird thing you
                         do with your eyes?.. too freaky.

          Buffy gets up to go to the training room to pick up
          some supplies. Tara goes to follow her.


          INT. THE MAGIC BOX/TRAINING ROOM - DAY

          Buffy is in a corner, gathering some supplies. Tara
          nervously walks up to her.

                                          TARA
                         Buffy?

                                          BUFFY
                         Hey Tara. What?

                                          TARA
                         So, I should stay with Dawn again,
                         tonight?

                                          BUFFY
                         Yeah.
                              (then)
                         Oh, I'm sorry. If you don't want to,
                         I'm sure I can get Anya or Giles..

                                          TARA
                         No. it's not that. I love being
                         around Dawnie.

                                          BUFFY
                              (relieved)
                         Good. Because the Anya - Dawn
                         combination.. too scary to even
                         contemplate 

                                          TARA
                         I was thinking that, maybe, you
                         should drop by sometime today, you
                         know, have a talk with Dawn. She
                         hasn't seen you for so long.

                                          BUFFY
                         Tara, I can't. Not until after the
                         spell wears off. Besides, I really
                         don't think she's missing me lately.
                         Giles told me that you and her were
                         really hitting it off.

                                          TARA
                         But I'm not her sister and of
                         course, she misses you. Right now,
                         after all that she's been through, I
                         think she really needs to feel like
                         she belongs. Family's important
                         Buffy. You showed me that.

          A beat as Buffy takes it in.

                                          BUFFY
                         Maybe I'll stop by, you know, if I
                         get a chance.

                                          TARA
                              (letting it go)
                         Okay.

          Tara walks away.

                                          BUFFY
                         Tara?

          Tara turns around.

                                          BUFFY
                         I'm glad it's you.

          Tara gives a little smile and exits. Buffy is lost in
          her thoughts.


          INT. ABANDONED WAREHOUSE - DAY

          We see Skeet, sitting in a chair, lost in his
          thoughts. Vincent comes up to him.

                                          VINCENT
                         We're starting to run low on men
                         Boss. I mean, three last night plus
                         the three we lost the night before.
                         Maybe we should quit while we still
                         have a gang.

                                          SKEET
                         Quit? No bloody chance. I've got her
                         exactly where I want her. Besides,
                         this is Sunnydale. Round these
                         parts, there's a vamp, well, hiding
                         under every stone. We can always
                         recruit some more.

                                          VINCENT
                         But, they're not going to join our
                         gang, not while the slayer's around.

                                          SKEET
                         But you see, my incompetent friend,
                         the slayer's not going to be around
                         no more. At least, not after
                         tonight.

                                          VINCENT
                         So, what's the plan? Another
                         surprise attack?

                                          SKEET
                         No. Tonight, we throw the slayer
                         into the mix. Really mess her up.
                         But first, we need to get rid of her
                         eyes and ears. We can't have her
                         little friends telling on us now can
                         we? That would just ruin the
                         surprise.

          Skeet begins laughing a big villainous laugh. Vincent
          stands there impassively. Skeet, noticing his silence,
          stops and glares at Vincent. Vincent gets it, and
          begins to laugh. Skeet resumes his laughter.


          INT. BUFFY'S LIVING ROOM - DAY

          Willow and Tara are sitting in the living room,
          catching up on some homework. Buffy enters through the
          front door.

                                          WILLOW
                              (sees Buffy)
                         Buffy.

                                          BUFFY
                         Hi.

                                          TARA
                         She's in her room.

          Buffy acknowledges Tara and heads up the stairs,
          slowly.


          INT. DAWN'S BEDROOM - DAY

          Where we see Dawn lying on the bed, reading a book.
          Buffy enters the room behind her.

                                          BUFFY
                         Dawn?

          Dawn turns around to face Buffy.

          ANGLE : BUFFY

          as we see her shocked reaction to seeing a vamped Dawn
          (though we never get to see Dawn vamped). She is
          clearly shaken but recovers.

                                          DAWN
                         So, you still remember the way home,
                         huh?

                                          BUFFY
                         I'm really sorry, okay. Things have
                         been really.. weird.

          Buffy can't look at Dawn anymore. She starts looking
          around, focusing on other things. She notices Dawn's
          necklace.

                                          BUFFY
                              (re the necklace)
                         That's pretty.

          Dawn doesn't answer. Buffy goes over to sit on the
          opposite side of the bed, facing away from Dawn. Dawn,
          in turn, sits on the edge of her bed, her back to
          Buffy.

                                          BUFFY
                         I know I've been away a lot lately,
                         but you know it's not because I'm
                         avoiding you, right? I have to
                         train, I have to patrol. It's the
                         only way I know of keeping you safe.

                                          DAWN
                         I can look after myself. I'm not a
                         weak little kid.

                                          BUFFY
                              (looking at Dawn)
                         Of course not. But, there are things
                         out there that scare me, things that
                         I can't ever let touch you.

          Buffy can't look at Dawn again. She looks away. Dawn
          begins to fiddle with her necklace, gently caressing
          the gemstone.

                                          BUFFY
                              (a little emotional)
                         So, this is what I have to do. This
                         routine I've got going.. It gets me
                         through the day. And it doesn't mean
                         I don't love you because I do. 
                              (turning to Dawn)
                         You're the most important person in
                         my life, the most cherished soul in
                         my heart.

          Dawn sits there quietly, taking it all in. Not looking
          at Buffy.

                                          BUFFY
                         And even though I can't be with you
                         all the time, you're always with me,
                         you know? In here.

          Buffy puts her hand on her chest.

                                          BUFFY
                         Don't ever feel that you're not a
                         part of me. Do you understand?

          Dawn sits silently. There is a silent beat.

                                          BUFFY
                         I know you've been missing me..

                                          DAWN
                              (snapping back, emotional)
                         I don't miss you! I don't care if
                         you stay out all night, or.. or get
                         killed fighting some stupid demon..
                         I don't..

          Dawn can't continue. She turns away from Buffy.

                                          DAWN
                              (regaining her composure)
                         I don't miss you.

          Buffy gets up and walks around the bed to face Dawn.
          She crouches down so that her face is level with
          Dawn's. She gently lifts Dawn's chin to make Dawn look
          at her.

                                          BUFFY
                              (softly)
                         But, I miss you.

          She kisses Dawn on the forehead, then gently cradles
          Dawn's head against her shoulder. Dawn doesn't pull
          away and softens a little, but her wall is still up.
          We hold on this shot for a beat.


          EXT. SUNNYDALE STREET - NIGHT

          Buffy, Willow, Giles, Xander and Anya are patrolling.
          Buffy and Willow are at the front of the group having
          a talk while the rest are a little further back.

                                          WILLOW
                         So, how did she handle it?

                                          BUFFY
                         I'm not sure. She's angry, I guess.
                         But I think she's starting to
                         understand.

                                          WILLOW
                         I think you just have to give her
                         time, to adjust. So long as she
                         knows you love her, everything will
                         work out.

                                          BUFFY
                         I hope so. I mean, I can totally see
                         why she would feel left out, like
                         she doesn't belong, you know, with
                         the Scoobies. I keep pushing her
                         away when it comes to stuff like
                         patrolling. I think she might start
                         to feel like she's not wanted.

          Willow gets a little worried.

                                          WILLOW
                              (panicky)
                         But.. but she has to know that
                         you're only doing that because you
                         love her, right? I mean, the only
                         reason you keep her away from
                         patrolling is because you don't want
                         her to get hurt. Do you really think
                         she might feel like she's not
                         wanted?

          Buffy shrugs. Willow looks distraught.

          Suddenly, the gang hears a cry in the dark.

                                          WOMAN (O.S.)
                              (yelling)
                         Help me! Please help me.

          ANGLE ON : WOMAN

          as she is being dragged away by a vampire. They turn a
          corner and dissapear out of sight.

          Buffy reacts instinctively and rushes off towards
          them.

                                          GILES
                         Buffy, wait for us!

          Buffy has sped off into the distance while the
          remaining Scoobs lag behind, unable to keep up.

          Suddenly, two vampires step out from their hiding
          places and stand in front of Giles, Anya, Willow and
          Xander, blocking their way. They stop in their tracks.

          ANGLE : BUFFY

          as she continues to chase the vampire and the woman.
          She loses them for a second but again, she hears the
          woman cry out.

                                          WOMAN (O.S.)
                         Help me! He's going to kill me.

          REVERSE ANGLE

          to show the vamp dragging the woman into an open
          doorway.

          Buffy follows and suddenly finds herself in..


          INT. THE BRONZE - NIGHT

          Loud music is blaring. Strobing lights are flashing
          and, through Buffy's POV, we see a mass of young
          vampires dancing away. It is utterly confusing for
          Buffy. She gets pushed towards the middle of the dance
          floor by the mass of people. Buffy takes out her stake
          but looks absolutely lost, surrounded by vampires. She
          keeps spinning around, trying to protect her back.

          ANGLE : SKEET

          as he casually locks the door from where Buffy came
          in. He looks at Buffy and smiles.

                                                             BLACKOUT
                            END OF ACT THREE

                                                 CONTINUE TO ACT FOUR