Mutant Existential Scoobies presents

Angel: the Series Season 6

Episode 4



Resistance

Part 1

(November 28, 2004)

Written by OnM and Masquerade
Teaser

PREVIOUSLY, ON ANGEL -

- The gang stands in the pouring rain outside the HYPERION. THE DEMON HORDES approach.

- A DRAGON opens a PORTAL. Angel, Gunn, Spike, and Illyria are sucked inside.

- Angel and Illyria walk aimlessly through the Fasach DESERT.

- Gunn and Angel converse in the Wa!Jani Leader's tent:

GUNN
I told him we're not from this realm.
That we're just trying to get home.

- The Gang and the Wa!Jani Shaman use the dragon's stone to return through the portal to L.A.

- Scenes of UTTER DEVASTATION around Los Angeles.

GUNN (V.O.)
Welcome home.

ANGEL (V.O.)
This is the Senior Partners' doing!

SPIKE (V.O.)
Well, yes, mate, that may be true, but...we're the ones
that poked the bear.

- The gang fights a GROUP OF DEMONS on a TRASHED AND WAR-TORN CITY STREET.

- A SHOPKEEPER stands outside an ANTIQUES SHOP talking to the gang.

ANGEL
Take care of your business there.

SHOPKEEPER
Oh, I will. As long as possible anyway.
Someone has to fight the good fight, eh?

- A SOLDIER holds Gunn and Illyria at bay with a rifle as reinforcements pull up in a green humvee.

- The interior of a MONASTERY CHAPEL with high, stained-glass windows.

- Angel, Spike, Illyria and Gunn in the MONASTERY DINING ROOM with a MONK.

ANGEL
Brother, are you sure it's all right for us to stay here?
It could easily bring you more trouble, you know.
There are people....
(pause)
and things...that are hunting us.



FADE / CUT TO:

EXT. GARFIELD HIGH SCHOOL - EAST LOS ANGELES - NIGHT

An AERIAL SHOT shows a campus of utilitarian art deco buildings and stand-alone prefab classrooms.

CUT TO - Establishing shots of A CAMPUS LONG ABANDONED - a pep rally sign on a corridor wall hanging faded and tattered, overgrown grass strewn with dampened trash, a broken window on the side of a classroom.

Then, finally - under one dim, flickering security light, we see the side of a campus building with the words GARFIELD in large block lettering. Beside the name is a painting of a LUNGING BULLDOG.

INT. SCHOOL GYMNASIUM - NIGHT

WIDE SHOT -

It's dark. The only illumination is at one end, where there is a recessed stage normally used for school functions. But this school no longer belongs to its students. On the gymnasium stage, several figures are CIRCLING AND CHANTING amidst flickering candles.

We ZOOM IN SLOWLY until we see -

A nightmarish sight. In the center of the circling figures are TWO TEEN BOYS AND A GIRL bound with wire to three thick wooden prop Greek columns left over from a school play. Their heads are lolling to the side, their eyes dazed. We can hear their low, plaintive moans. Their faces have been CUT WITH INTRICATE SYMBOLS, their CLOTHING TORN, the SKIN of their arms, neck, and chests also CARVED AND BLEEDING.

Several DEMONS walk among them. They are bald. Their gray features are twisted and pockmarked. One of them, a DEMON PRIEST, is wearing a red tunic with intricate symbols embroidered on it. The four others watch and listen quietly as he incants in a demonic tongue-

DEMON PRIEST
(subtitled)
Korath the Fallen, bane of humanity,
master of Hell, we praise thee.
Now is the time of prophecy,
now is the time of deliverance.
For what once was a plague upon the Earth
is being extinguished.
What was once your sovereignty shall be
yours again.
Accept these tokens of exaltation,
and grant us the strength to usher in
your Return.

The demons continue to walk among their sacrifices as we slowly PULL BACK TO a wider and wider shot of the room.

Finally, we're in the back of the gymnasium, under a set of RECESSED BLEACHERS. We're looking over the shoulders of several INDISTINCT FIGURES lurking there.

FIRST MAN
(murmuring in shock and despair)
Oh, God.

SECOND MAN
(determined)
We need to take out the head guy first.

WOMAN
And how do you suggest we do that?

FIRST MAN
(with a tremor of anger)
Good old-fashioned violence always works for me.

THIRD MAN
I'm up for that.

WOMAN
Wait. We cannot just rush in--

Three of the figures start moving along the bleachers. A fourth, with long hair, follows after them. From their dark silhouettes, we can see they are brandishing AXES AND SWORDS.

CUT TO - a REVERSE SHOT of the bleachers. Our four figures exit from one side. They creep forward across the dark gymnasium, crossing over the lunging bulldog mascot painted on the floor.

Then the second speaker, a tall man, stops. He leans over to the woman.

SECOND MAN
(whispering)
You untie them. We'll cover you.

WOMAN
This is foolish.

FIRST MAN
Do you see any weapons? I don't.
There's that advantage, anyway.

THIRD MAN
It's now or never. Let's get on with it.

SECOND MAN
(whispering)
Go!

The three men charge forward, weapons raised high. The woman hesitates for a second, then follows them. They leap onto the stage and into the candlelight's glow.

The first man streaks across the stage and heaves an ax at one of the demons. CLOSE-UP on his face, full of rage and determination, as he swings his weapon down. He is Hispanic, with a thin moustache and a goatee.

The demon collapses, the ax buried in its skull. A second demon comes up behind the Hispanic man, his thick arms raised. The third man, a brown-haired white youth, pulls back his sword and skewers the attacking demon in the back. The Hispanic man reaches down and retrieves his weapon.

The second man, a well-muscled African-American, heads straight for the demon priest. He raises his sword to behead the demon, who lunges to one side to avoid it.

PRIEST
(with a dangerous smile)
Kata-ra, dee-nos....

The priest clenches one hand into a fist. The African-American man's eyes bulge. His hand flies to his throat and his mouth gapes open as he fights for breath.

Behind him, the battle continues full force, weapons and fists flying.

CUT TO - The woman, lingering on the side of the stage. She creeps forward, a knife in her hand, towards the THREE SACRIFICES.

CLOSE-UP on the woman as she kneels behind one of them. It's ANNE, AKA Chanterelle/Lily. Her face fills with frustration as she sees -

The victim's hands, bound behind the columns with metal wire.

ANNE
How am I supposed to--

She sets down her knife and starts trying to untwist the wire.

REVERSE ANGLE - A demon sees her and rushes forward. The Hispanic man goes after him with his ax.

Meanwhile, the African-American man collapses to the stage floor.

CUT TO - Anne, her eyes wide as she sees her comrade fall.

ANNE
Rondell!

She stands up and runs over to his slumped body. The priest smiles maliciously and turns his attention to the other human intruders on his sacred ceremony.

Suddenly -

REVERSE ANGLE - the back of the gymnasium. The door flies open. Weak light from outside cuts across the floor. FOUR NEW FIGURES enter the building, weapons raised, and race across the stadium floor -

ANGEL, GUNN, ILLYRIA, and SPIKE, loaded for bear and ready for battle.

ANGEL
(to Illyria)
Is this it?

ILLYRIA
We have found it.

ANGEL
(with determination)
Good, then let's do it.

SPIKE
(pointing)
There's only one guy.

They look. Sure enough, four demons lie dead on the floor. Only the demon priest is still standing. Two human men are closing in on him.

GUNN
(his eyes on the sacrifices)
Oh, God.

With a scowl, Gunn charges up onto the stage. Spike follows. The priest's eyes turn to Gunn. He raises his hand.

PRIEST
Kata-ra, dee-nos--

Angel jumps onto the stage and starts towards the priest. As he does, Illyria cuts him off. She lunges at the priest, knocking him to the floor.

CLOSE-UP on Illyria as she stares down at the priest.

ILLYRIA
(angry)
This is not Korath. This is nothing but a putrid minion.

Angel frowns, then pivots towards the SACRIFICES. His eyes fall on the two men, now trying to free their friends, then Anne, giving mouth-to-mouth resuscitation to Rondell. Rondell coughs and groans.

Angel rushes over to one of the sacrifice victims and starts yanking out the wire restraints with his bare hands. The first victim slumps to the floor. Gunn steps forward to ease his fall. As the next victim is loosened, Anne stands up to help her to the ground and RUNS RIGHT INTO SPIKE trying to do the same thing. Anne backs off, eyes wide, and returns to Rondell. Spike lowers the wounded woman to the floor with a puzzled expression.

In the background, we can hear the priest incanting again as he struggles with Illyria.

ANNE
(to no one in particular)
We have to get them out of here!

ANGEL
(releasing the third victim)
I think our first priority is--

He looks over at the demon priest.

CUT TO - Illyria on the floor, straddling the fallen and squirming priest, her hand on his mouth.

ANGEL
Let's get out of here.

While Illyria holds off the priest, Angel, Gunn, and the Hispanic man each pick up one of the wounded humans. Spike heads over to Rondell. Anne glares at Spike suspiciously as he reaches down for her friend. The brown-haired man offers a hand to Anne and she stands. Together, the group scramble down the stairs to their left and race towards the auditorium exit.

GUNN
Tito, Annie, is the East L.A. Clinic still running?

HISPANIC MAN
(grimly)
Full time, if you know what I mean.

SPIKE
(to Angel)
What about Blue?

ANGEL
She knows where to find us.


FADE TO -

EXT. ANTIQUE SHOP - NIGHT - ESTABLISHING

It's the antique shop from episode 3. The name is embossed in gold on the window - "Unique Antiques."

INT. UNIQUE ANTIQUES - NIGHT

All manner of antiques fill the cluttered but elegant shop - well-cared-for household appliances and trinkets, retro furniture, books, even musical instruments.

We DOLLY FORWARD through an aisle of merchandise towards the back of the store where we encounter a door with a sign on it, "Employees Only." The door is slightly ajar.

INT. ANTIQUE STORE BACK ROOM - NIGHT

It's an OFFICE with a large WALNUT DESK and books in barrister bookshelves. There are more cluttered objects on top of the shelves and on the walls, although these ones look a little more exotic--an African mask, a brass pre-Copernican model of the universe, an ornate jewel-encrusted goblet, and what looks very much like a reptile skull with horns.

On the floor in one corner is an old wood chest. On the wall above the desk is a map of Los Angeles.

THE SHOPKEEPER FROM EPISODE 3 stands over his desk, which is cleared except for a piece of paper and a cardboard box. He runs his fingers through his slightly thinning salt-and-pepper hair. In CLOSE-UP, we can see the lines around his eyes, which give him a world-weary look.

He reaches inside the cardboard box and pulls out two objects--one large, one small--wrapped in faded newspaper. He unwraps them and positions them carefully on the desk--a CLAY BOWL and a SMALL STONE TALISMAN IN THE SHAPE OF A HUMAN EYE.

He grabs up the newspaper and steps over to a small trashcan when the headline catches his eye -

Space Shuttle Challenger Explodes

And above it, in tinier print -

January 28, 1986

The shopkeeper runs his fingertips over his brow.

SHOPKEEPER
(taken aback)
Has it been that long?

He bunches up the newspaper and throws it away, then turns back to his desk and picks up a paper bag off the pushed-aside desk chair. He pulls out a small vial of blue powder and a bundle of herbs tied with a string and sets them on the table. Then he positions the piece of paper, which is filled with hand-written scrawls, where he can read it.

Mumbling to himself, he unscrews the vial and taps some blue powder into the bowl. Then he opens his desk drawer, pulls out a long-piped butane lighter and sets the powder aflame. It starts to smolder and smoke. He sets the lighter down, picks up the bundle of herbs and sweeps them back and forth in the air.

His eyes glance back down to the paper.

SHOPKEEPER
(incanting)
Illuminati,
All-seeing eye,
Horus' fire--

He switches the herbs to his left hand and opens his palm over the smoke.

SHOPKEEPER (cont.)
Take of this energy,
guide this penitent,
seek the source.

The smoke rises into his palm, then billows up over his hand. It coalesces into a thin blue ribbon and rises to the map on the wall, honing in on one particular city intersection.

The shopkeeper frowns.

SHOPKEEPER
Great. That's at least ten miles.
(beat)
I wonder if they managed to get the street cars running.

BLACK OUT.

END OF TEASER


Opening Credits



starring

David Boreanaz

J. August Richards

Amy Acker


and

James Marsters

ACT ONE


EXT. THE MONASTERY - NIGHT

INT. BASEMENT WORKSHOP - NIGHT

ANGLE ON - The hallway door leading to the sewer access entrance. Angel walks through, broadsword in hand. Gunn follows, clutching his ax. He looks up towards the center of the room.

GUNN
There you are.
I hope you wasted that priest.

REVERSE ANGLE - Illyria, standing in the middle of the room, arms crossed, brooding dangerously.

The room around her, once the monk's furniture rebuilding workshop, has been hastily converted into a SITTING AREA with a COUCH, an ARMCHAIR, an OLD, SCRATCHED END TABLE, and a LOCKED ARMOIRE. There are still shelves and work tables along the walls and a few other random furniture scraps from the monks' work days. Gunn sets his ax on one of the empty shelves.

ILLYRIA
I did not.
(her voice drops low with bewildered anger)
His minions did not use such craven magicks in the past.

Spike enters the room last, his own sword in hand.

SPIKE
Makes sense they'd change their tactics, Blue, what with
you having this rivalry a million years ago.

Angel walks over to the armoire. He pulls a set of keys out of his pocket, unlocks the cabinet, and hangs his sword inside. He turns. Spike is now behind him, waiting his turn at the makeshift weapons cabinet.

GUNN
(to Illyria)
Wait! You mean that priest is still alive?
Ready to grab a few more kids the next time he wants
to worship his demon god?

ILLYRIA
(with a human-like laugh of derision)
Korath is no god!

ANGEL
(stepping aside while Spike puts his sword away)
And he obviously doesn't exist on this plane like you
thought, either, Illyria.

GUNN
(eyes shooting to Angel)
Not the point.

ILLYRIA
(murmuring)
It makes no sense. I could feel his power emanating from
that place.

Angel looks at Gunn.

ANGEL
Well, yeah, actually, it sort of is the point.
It means this Korath isn't the real threat.
We're looking for powerful demons--possibly humans
--who exist on this plane. They'll be the
Senior Partner's new eyes and ears.

Spike settles down on the couch and throws his feet up on a wooden crate.

SPIKE
(with a shrug)
Still, might make sense to do something about this
"cult of Korath" bunch.

Gunn throws out a hand to Spike.
GUNN
Thank you.

Then he stares into space pensively.

ANGEL
And we will.
But our priority can't be the cult of Korath, or any of
the other power factions we've seen around town. We need
to find out who's behind all of this.
(he sweeps his arm)
The real powers. We need to find the new Circle of the
Black Thorn, or whatever they're calling themselves
these days.

Gunn sits down on the couch near Spike.

GUNN
(to Spike)
Brute strength and steel aren't going to work with this
guy, though. We need to figure out what the source of
his power is. The spell he was using. We need....

Gunn's eyes dip as he realizes just what they do need. Spike nods soberly.

ILLYRIA
You no longer have a library, Charles, nor an expert of sufficient
skill to make use of it.

Gunn stares up at Illyria with a look of exasperation, only to see--

For an instant, a flicker of--is it sadness? confusion?--on Illyria's face as well. But it's gone as quickly as it came, replaced by ire.

ILLYRIA
But I would like another chance to slaughter this priest of Korath.
I do not enjoy losing a battle.

Angel steps into the center of the room, one hand on his hip.

ANGEL
Hey, whoa, guys.
Enough about the "battle." We're in the middle of a
war here, in case you haven't noticed.

Gunn looks up at him.

GUNN
And I agree that that's what we need to do in the big
picture, Angel, but in the meantime, people are dying
out there. My friends are dying.

Angel crosses his arms. He has the expression of a man trying not to appear impatient.

GUNN
(off Angel's look)
All I'm saying is, while we're looking for the cause
of the forest fire, we can't just ignore the burning
trees. We need to do some damage control.

ANGEL
And how do you suggest we do that?

SPIKE
Yeah, 'cause there's a lotta trees.

GUNN
(sitting forward, elbows on knees)
We can't--We can't think like Angel Investigations
anymore, going after evil one demon at a time. And we
can't think like we did at Wolfram and Hart--throwing
money and resources we no longer have at a problem.
Because you're right, Angel, we are in the middle of a
war. A war zone.
And we need to start acting like it.

SPIKE
(idly)
Right. Need an army.

GUNN
(with a glance at Spike)
Exactly. An army. Allies. Intelligence. Strategies.
Strategies that include your big picture.

Angel frowns thoughtfully, then gives Gunn a grudging nod.

Spike glances at Illyria, who is standing off to the side, body rigid, staring.

SPIKE
You're bein' awfully quiet, Blue.
Figured you'd have something to say on this.

Illyria's eyes sweep the three of them.

ILLYRIA
This is your "war," not mine.

She is quiet for a moment, her expression puzzled and unsettled.

ILLYRIA (cont.)
I see this world becoming more and more the world I once
knew, and it....

ANGEL
(concerned)
And it what?

Illyria quickly recovers her usual haughty, aloof manner.

ILLYRIA
(to Angel)
I will fight your war, vampire.
Until it pleases me not to.

A look of understanding passes between Angel and Illyria.

GUNN
(eyeing them)
All right....
(he clasps his hands together)
I suggest we get the lay of the land first.
The territorial borders of each of the factions we've seen,
an idea of their loyalties. Find out where the enemies are
and where the friends are.

ANGEL
That's a good idea. But there's a lot of ground to cover.

GUNN
I'm going to start with my old crew. They should have a
good idea about what's going down on the East Side and
Downtown, at least.

SPIKE
Guess that leaves South, West and North for the rest of us.

ANGEL
I'll take West. I want to go over to the old Wolfram and
Hart building and see what's left of it.

SPIKE
(looking at Illyria)
What do you say, Blue? North or South?

ILLYRIA
It matters little to me.
The sight of humans cowering in their houses like
frightened rats will not differ significantly in any
section of this city.

Spike slaps the couch arm and stands.

SPIKE
Then we'll just hit both together.

ILLYRIA
(to Angel)
Now?

ANGEL
Up to you.
Burning moonlight, for some of us.

GUNN
And besides, with the military around, getting around is a
lot safer after dark.
Even for me.



EXT. LOEWS' STATE THEATER - NIGHT

A bright art-deco marquee in white and red announces "KIN  ARTHUR" and "I, ROBO ."

GUNN steps over strewn trash and broken glass and marble from the shattered ticket booth and walks inside. He has a FLASHLIGHT in his hand.

INT. THE LOBBY OF LOEWS' STATE THEATER

Torn carpet and gouges in the wall show how this struggling relic of the old Hollywood met its final indignity in wanton destruction and looting.

Gunn passes through the lobby and up to the doorway of the right-hand auditorium. The doors are lolling to the side, hanging off their hinges.

The auditorium is dark, yet we can see in the shadows a theater modernized over classic art-deco elegance. It has also been completely trashed. Seats are toppled over, the curtains are torn. The screen is rippled and warped.

Gunn enters, takes a few steps, then stops. He stands and shines his flashlight up and around behind him, where we see an overhanging balcony.

He walks back out. We DOLLY behind him as he walks down the long lobby to a STAIRCASE at the far end. The staircase leads up to the balcony and down into darkness. A metal safety chain is still intact across the top of the descending staircase. In the center of the chain is a metal plaque reading "Employees Only."

Gunn kneels and shines his flashlight below the chain. We see a THIN LINE OF FISHING WIRE low across the second step. Gunn detaches the chain and descends the stairs, stepping over the wire. He shines his flashlight again further down the stairs and crouches, looking.

INT. LOEWS STATE THEATER BASEMENT - NIGHT

Gunn is standing in a darkly-illuminated hallway. The faded gold letters on the door in front of him read "Archives."

He knocks two times slow, three fast.

After a moment, the door cracks open and the TIP OF A CROSS-BOW pokes out, aimed at him.

GUNN
(a bit alarmed, but not loud)
It's Gunn! Charles Gunn!

Slowly, the door creaks open.

A young Hispanic man some viewers might recognize from the episode "War Zone," CHAIN, steps back from the door, his crossbow still pointed at Gunn. Slowly, he lowers his weapon.

Gunn enters.

INT. FILM ARCHIVE ROOM - NIGHT

The room is cramped. Metal shelves line the walls, filled with OLD METAL FILM REEL CANISTERS. There is also a wooden desk, a lumpy couch and, off to the side, a doorway leading to another room. Also scattered throughout the room are FIVE OR SIX OTHER KIDS, ranging in age from early teens to early twenties, blinking up sleepily from sleeping bags. One of them is ANNE.

She crawls out of her bag and stands.

GUNN
(smiling)
Annie.
(he nods at Chain)
Yo, Chain. Don't you ever try anything new with security?

CHAIN
Gotta go with what works. You know that.

Gunn nods, and looks around the room.

GUNN
Cozy little set-up you have here. Reminds me of the old
days. Making your bed wherever you can find a place.

ANNE
We came here in--
(she looks at Chain)
July?
(Chain nods)
After we had to evacuate the East Hills Teen Center.
Can you believe there were vampires just standing
around
outside the shelter waiting to pick kids off?

CHAIN
One night, we stayed holed up in there until dawn,
then we got the hell away.
(he gestures at the ceiling)
Anne remembered this place from her days before
the Center.

ANNE
(with a forlorn smile)
We've been here ever since. Some of us, anyway. The rest
of the kids are scattered at other locations.

GUNN
How's Rondell? Have they released him?

We hear a SET OF BOOTS CLOMP across a hard surface.

Gunn's POV - the open doorway. RONDELL emerges, dressed in Army-green cast-offs.

RONDELL
They don't keep anyone around who can get up and walk out
on his own.

GUNN
(surprised)
Bro, you were dead there until Annie got to you.
And they just let you go?

ANNE
(shaking her head)
He wasn't dead, he just wasn't breathing.

Rondell shrugs, then grins.

RONDELL
So, Charles Gunn.... How you doin'. Haven't seen you in
months, man.

GUNN
(nodding)
May. Let's just say I've been out of town.

RONDELL
(cautiously)
Still hanging with that vampire, I hear.

Gunn looks his old friend in the eye.

GUNN
Yeah, I am. You gonna make an issue of it?

RONDELL
(looking right back)
Just tell me you ain't involved in anything that's
goin' on out there.

GUNN
How can you even ask me that? You know me, man.

Rondell shakes his head. His expression is a mix of discomfort, confusion, and a hint of sadness.

RONDELL
I thought I knew you. Until you started cozying up
with a vampire. Telling me you "could never be his friend"
but working for him anyway. And then you started working
for that demon law firm. What am I supposed to think?

GUNN
(almost angry)
You think I'm fighting on the other side, is that
what you think?
You don't have a clue what I do. What I've been through.

Rondell stares at him in sullen silence for a moment, then scowls and continues on his way across the room.

Anne gives Gunn an awkward smile, then turns towards the retreating Rondell.

ANNE
Rondell, Charles is not the enemy here.

Rondell throws himself down on the couch. He gives them one guarded glance, but then says nothing. Gunn gazes at him for a moment, then finally turns back to Anne.

GUNN
That's...pretty much why I'm here. To find out just who
the enemy is. Who's in charge where in the city. Get
the lay of the land.

RONDELL
(not looking at them)
You mean you don't know?

GUNN
(with exasperation)
No, man, I don't know.
(to Anne)
Like I said, I've been out of town.

RONDELL
Convenient.

ANNE
(reprimanding)
Rondell.
(then, to Gunn)
Tell us what you do know.

Rondell's eyes wander back to them.

GUNN
Next to nothing, really.
Demons have trashed the city. There's martial law.
National Guard owns some parts of town, demons own
others. Maybe some human-run sections, too, not under
control of the military.

ANNE
(nodding)
That's about what we know, too. We don't have a television
here. And we don't go outside unless we have to. And then
only as far as it takes to find food. Most of the kids--
(PAN AROUND as she looks at them)
they don't trust the military any more than they do the demons.
(she shakes her head)
I just--I can't believe what's happened.

GUNN
What did happen?


EXT. A RESIDENTIAL STREET - NIGHT

Like many other places in town, this neighborhood seems to have been abandoned.

We see ANGEL on the sidewalk, glancing around nervously. He walks quickly up to the front door of A HOUSE, which the audience might recognize from last season as the one NINA lived in with her sister and niece. The lawn in front of the house is littered with paper and debris blown in and left wherever it happened to settle.

There are no lights on in the house. Angel sighs as he reaches the front door. Glancing back one last time, he turns the knob.

The door is locked. Angel twists again with steadily increasing effort; the lock finally snaps with a brief, sharp, metallic crunching noise and the door abruptly swings in.

INT. NINA'S SISTER'S HOUSE - NIGHT

Angel steps inside and closes the door behind him. As he does, we hear the haunting opening organ solo of Procol Harum's "A Whiter Shade of Pale." The song plays low in the background as Angel wanders slowly through the house.

He begins in the hallway, standing motionless, listening, sniffing the air. Then he turns to his left to see -

Angel's POV - the living room window through the hallway door. Dense cloud cover hangs in the sky outside, and moonlight drifts in through the front windows, gradually painting the interior in long stipples of pale white-yellow. As the light moves smoothly but indifferently across the floor and furnishings, it passes up over the front of an antique pine dry sink with framed pictures arrayed carefully across its top. The clouds in the window clear completely, and the light's movement halts, just as an 8x10 of Nina is partially illuminated, her smiling face split by moon and shadow.

Angel takes in the sight of the photograph for a moment. As he does, we hear the soft strains of the music -


...her face, at first just ghostly....

Finally, his shoulders sag, and his body language speaks volumes despite the slight physical movement involved.

He stands in the same spot for several more seconds, then begins to wander through the abandoned home. He walks from the living room out and into the kitchen, then back out into the hallway and up the stairs.

INT. NINA'S BEDROOM - NIGHT

Dark. This room is in the back of the house, so it is not bathed in moonlight. Angel flips the light switch, which doesn't work. Still, we can see in the room the signs of someone packing for a long trip. Or a hasty exit. There's a suitcase sitting open on the floor beside the open closet door. Several blouses, pairs of pants, and skirts have been strewn across the bed.

Angel reaches down and picks up a sleek gray jacket. He brings it up to his nose.

Then the glint of something on Nina's dresser-top catches his eye. He strolls over to the dresser where we see -

CLOSE-UP - a flat, rectangular maroon gift box with soft padding in it. Resting on the padding is an abalone shell with the image of a gothic angel etched into its polished interior.

Angel pulls out the shell to examine it more closely, then turns the box over. On the back of the box in silver lettering are the words "TIENDA OROZCO, CABO SAN LUCAS, MEXICO."


ANGEL
They went.
(he frowns)
And they came back.

CLOSE-UP on the angel etching again, its wings folded into a point, its expression dour.


EXT. COMMERCIAL STREET - SILVER LAKE - NIGHT - ESTABLISHING

We see SPIKE AND ILLYRIA (as Fred) crouched behind a low brick wall that borders the entrance to an alleyway. They are observing what has obviously been the site of recent chaos. There are glassless windows in many of the businesses, with wooden planks from previous boardings-up strewn on the ground. A fire is burning steadily inside one of the windows. Sirens wail in the distance.

We can see scattered people picking up broken furniture and other items and carrying them back into the stores. Others are milling around in groups, some of them clutching weapons--handguns, baseball bats, fire-axes.

One of them, a young man, walks over to a section of pavement where we see SEVERAL DEMONS WITH LARGE LOWER FANGS lying dead on the ground. The man kicks one of the bodies viciously, then steps back and kicks it again.

SPIKE
(low)
Not sure if they'd make enemies or friends.

Illyria says nothing, just watches, her eyes unblinking.

SPIKE
Might be best not to find out.
C'mon.


INT. FILM ARCHIVE ROOM - NIGHT

About a dozen young people, including Gunn, Anne, and Rondell, are sitting up in sleeping bags or on old furniture. Anne is now on the couch.

ANNE
"What happened."
(she looks overwhelmed)
That's what we've all been trying to figure out.

GUNN
(taking a seat on the arm of the couch)
It started in May, right? Big demon riot in Hollywood?

Chain shoots Anne a curious look.

CHAIN
Was there a riot in May?

ANNE
(frowning)
I suppose there could have been. I don't remember at this
point. I mean, things were bad, but I don't remember them
being really bad until July. That's when we
evacuated the Center and came here.

CHAIN
Before that, there'd been demons outdoors in the daylight
for a couple of weeks. Mostly on the East Side. The vamps,
you know, only at night, but jeez--demons just walking
down the street
like they owned it.

ANNE
(nodding)
I remember the panic. That's when they called in
the National Guard.

GUNN
In July?

ANNE
Early July, maybe. Like I said, it's hard to remember.
Things just...things just started falling apart over the summer.
(beat)
But it was so...gradual, you know?

YOUNG MAN (o.s.)
The first time I remember thinking things were off was
after the Mayor got shot.

All heads turn to the BROWN-HAIRED YOUTH we met in the teaser. He is leaning against the wall. He looks around at the kids in the room, some of whom nod and murmur their agreement.

BROWN-HAIRED YOUNG MAN (cont.)
When was that? June?

Shrugs all around.

ASIAN GIRL ON A SLEEPING BAG
(looking thoughtful)
After that, bad news starting poppin' up on the TV every
night, but then, there's always bad news on the TV
every night.

GUNN
What kind of bad news?

BROWN-HAIRED YOUNG MAN
A lot of big companies going under.
(he looks around at the kids and shrugs)
I mean, who cares, right? Unless you worked for them.

CHAIN
A lot of gang wars, too. Way more than usual. And
then someone actually got one of them on tape. And it
wasn't the Bloods or the Boyz or Crips, man. It was demons.

BLOND BOY
I remember that!

CHAIN
Yeah, demons on the news. Who woulda thought?
(beat)
After that, you started seeing them more and more, in
public, and....

ASIAN GIRL
And the police chief resigned. In the middle of all that,
he totally bailed.

BROWN-HAIRED YOUNG MAN
Not that the cops ever did anything for us.

CHAIN
And now you have soldiers everywhere. Not that they could
stop the demons from tearing the city apart. Most of
those soldiers had never seen a demon before they came to L.A.

ASIAN GIRL
And they sure as hell didn't know how to deal with the
supernatural crap some of those demons can do.

RONDELL
And people, too, man. It's not just the demons tearing
things up.
(eyes on Gunn)
Some folks will take advantage of any situation.

CUT TO - Gunn, listening to all of this, looking as puzzled as everyone else.



EXT. THE WOLFRAM AND HART BUILDING - NIGHT

IN RUINS - a crumbling remnant of its former power. Tacked to wall near what used to be the front doors is a sign - "This building is condemned."

INT. EXECUTIVE FLOOR - NIGHT

The inside is barely recognizable as the executive floor we've come to know. The floor above has caved in through the ceiling. Beams are fallen and crushed. The debris of corporate life--papers, books, broken furniture, coffee cups, pens--lies scattered among the crumbled dust of concrete and twisted metal.

A dim emergency light is still working on this floor. We see Angel emerge from a stairwell door and walk cautiously towards the main reception area, tensing himself for a possible attack. Beyond him in the periphery of the necro-tempered glass windows, the soft reddish light of dawn is beginning to glow.

ANGEL
(not too loudly)
Hello?

He comes to a halt at the reception desk where Harmony used to work, leans over the counter and notes that unlike Nina's, her departure seems to have been fairly pre-planned. The absurdly incongruous sight of the neat, uncluttered desktop amid the fallen beams, broken light fixtures, dented elevator door and broken concrete and plaster chunks brings a thin, tight-lipped half-smile to his face.

Then he turns away, only to find himself facing -

Angel's POV - WESLEY'S OFFICE. The door has been partially broken off its hinges and is listing away from the surrounding frame at a dramatic angle, the remnants of the lower hinge barely supporting the weight. Angel's smile fades. He walks towards it slowly, pauses for a moment, then enters the room, twisting sideways to avoid contact with the damaged door.

INT. WESLEY'S OFFICE - PREDAWN

Oddly, the broken door seems to be the only damage to the interior. Other than being wildly strewn with dozens of file folders piled willy-nilly on both floor and desk, the office doesn't resemble one which has been through an apocalypse.

Angel moves silently over to the back of the desk, hesitates for several long seconds, then pushes the chair back and away, finally deciding not to seat himself in it. He leans over and begins to go through the desk drawers one at a time, checking the contents. By the time he has rifled through the fourth drawer, his jaw is clenching hard. He stops abruptly, turns away. The moment stretches, and stretches further.

MEDIUM-WIDE SHOT - looking at the desk and Angel standing behind it, facing away towards the right side of the frame. The rising dawn begins to drift in through the windows to the left. We DOLLY in towards Angel very slowly.

CUT TO - Closer, tighter shot of Angel's back, from about waist level up. We can see that he's shaking just a little; it becomes obvious that he's either weeping or trying desperately not to. He looks around briefly, taking in the office, the building, the memories.

ANGEL
God damn them.
(long beat, shakes harder)
God damn them all.

CUT TO - Still CLOSER SHOT, this time from the front. Angel stops shaking, and gathers himself. His jaw tightens. HOLD on his stoic, expressionless face as his eyes take in the office of his friend.

Then, abruptly, he rises and exits the room.

INT. THE DOOR TO ANGEL'S OFFICE - PREDAWN

A beam of wood lies diagonally across the door as if standing guard over the entrance.

With a grunt, Angel pushes it aside and enters. His desk is crushed. There is no sign of the weapons that once adorned his wall. Everything of value has been looted.

Suddenly, we hear a GROWL behind him. Angel whirls around.

BLACK OUT.

END OF ACT ONE

Act Two


INT. ANGEL'S OFFICE - WOLFRAM AND HART - PREDAWN

ANGLE - A blue-skinned demon dressed in a faded, filthy business suit is standing at the far end of the office from Angel, holding a SAMURAI SWORD.

It GROWLS again and CHARGES at Angel, sword held high. Angel leaps forward to intercept, backhanding the sword as the creature brings it down on him. The weapon flies off to one side, along with its owner.

The demon looks up at Angel from the floor, its expression full of fury.

DEMON
This is my place!

Angel stalks over and picks up the sword in one hand and the demon's lapel in the other.

ANGEL
(gritting his teeth)
Is it, now?
Well, this is my sword.

He heaves the demon to its feet, walks it over to his desk and throws it down face up on one teetering section. Then he shoves the dull side of the blade across the demon's throat.

ANGEL
Who do you work for?

No answer. The demon stares at him, wide-eyed. Angel flips the sword, presses the blade into the demon's neck again, then pulls it back slightly. A thin line of blue blood wells up where the sword touched.

ANGEL
(with his trademark firm-jawed, coolly-detached killer look)
Tell...me...who your bosses are.

The demon wriggles.

DEMON
(mouthed, gasping)
Bo--sses?
I--I--

Angel eases the blade back a bit more. Quickly, the demon ducks away and rolls out from under the sword. It scrambles for the door.

ANGEL
(lurching after him)
Oh, no you don't. You're going to talk to me!

Angel is on him in a second. He grabs the demon by the back of its collar and throws it back across the room. Then he stalks over to where the demon has fallen.

CLOSE-UP on the demon.

It is lying limp on the floor. A metal rebar protruding from the wall is embedded in its head. More blue blood glistens there.

ANGEL
Damn it!

Angel searches the demon's clothes, but finds nothing.

CUT TO -

A montage of shots of Angel exploring the rest of the dead shell that was the Wolfram and Hart building. First leaving his office, then leaping to the mezzanine landing above, then climbing through the crumbling remains of the science lab, the source book library, and finally entering a room with a door sign that reads "Files and Records."

Files and records, like the rest of the building, shows no signs of ongoing work or inhabitants. The shelves, tables, and file cabinets are toppled over or empty, all items of value have been removed or looted, everything that remains is covered in drywall and dust.

Or almost all items of value have been taken. As we watch, Angel turns over furniture and chunks of drywall, finding nothing but dusty tile until -

He pulls up one TATTERED ANTIQUE VOLUME. The title is illegible, but he tucks it under his arm as he leaves the room.


EXT. A CITY STREET - DAWN

Spike and Illyria (as Fred) are walking briskly down a sidewalk in an area that careful viewers will eventually recognize as the same place where Angel, Gunn, Wesley and Lorne went through the portal into Pylea. Things in this part of town are quieter than they are most other places, but from the boarded-up buildings, the absence of activity, and the scars of bullet holes, it's obvious this area has seen its share of trouble.

CLOSE-UP of one of the boarded-up windows. For a moment, we see AN EYE peering out between slats of wood.

CUT TO - Illyria and Spike, walking. Spike turns his head.

CLOSE-UP of the same boarded-up window. The eye disappears.

SPIKE
So we've got demons running amok everywhere, humans
cowering in their houses. Destruction, burning, looting,
general mayhem.
A few years ago, I would have called it a "party."

ILLYRIA-F
Not all humans were cowering. The ones we encountered
earlier this night fought well.

SPIKE
Yeah, well, we haven't seen any more like that since, and
we're gonna have to call it a night. Sunrise on the way.

Spike stops walking, looking around at where they are.

Illyria continues walking.

ILLYRIA-F
(not looking back at him)
Shelter from the sun is your requirement, not mine.

Spike runs briefly to catch back up with the demon king.

SPIKE
(reaching Illyria's side once again)
Yeah, except I think ol' Broody-pants is expecting us back
at daybreak, anyway.

Illyria gets a puzzled expression on her face.

ILLYRIA-F
I do not understand you. You follow Angel, and yet it is
obvious you are rivals.

SPIKE
O.K., first of all, I don't "follow" him. Second, well,
yeah, we're "rivals," but see, there's this little thing
called "family" between us, and that means--

Illyria waits for illumination.

Spike shrugs.

SPIKE
...It pretty much means we're rivals.
(beat)
What about you? Why are you still hanging about?

ILLYRIA-F
I have not yet decided my allegiances.
But I am certainly no ally to the Wolf, Ram, and Hart.

SPIKE
So you've said.

ILLYRIA-F
(gesturing toward a building)
There is a possible route to the tunnels up ahead.
We will enter there and return to the monastery. Perhaps
the others will have garnered more useful information than we.

SPIKE
(long sigh)
That bloody well won't be hard.

Just as the two begin to cross the street towards the building Illyria indicated, the sound of automotive engines in the background breaks harshly into the foreground as TWO HUMVEES TURN THE CORNER AND PULL ONTO THE STREET a few dozen yards from where Spike and Illyria are.

ILLYRIA-F
(coolly, with minimal inflection)
We have guests.

SPIKE
(momentarily shielding his eyes from the bright headlamps)
Bollocks. Let's get where we're going. Just act normal.
(beat)
Normal for humans, of course.

ILLYRIA-F
Of course.

They reach the sidewalk on the opposite side of the street and are within thirty feet of the goal when the HUMVEES SWERVE OVER TO THE SAME SIDE AND A SIREN WHOOPS TWICE, loudly, sharply breaking the morning quiet. Spike and Illyria keep walking, not quickening their pace, but the siren whoops another time, and a soldier jumps out of the passenger side of the closer Humvee. Spike stops walking and indicates to Illyria to stop also, which she does.

SPIKE
(whispers)
Should we make a break for it?
We're pretty close.

ILLYRIA-F
(whispers back)
The results when I did so with Charles were mixed.
I suggest we try deception as a first gambit.

She turns to face the soldier, who has been joined by three others by this time. No weapons have been drawn, but the soldiers don't look all that happy to meet Spike and Illyria.

ILLYRIA-F
(Fred voice, perky)
Hi, guys! How ya been?

SPIKE
(disconcerted at the sudden vocal shift)
Uh, yeah, hi guys.
(nods at Illyria)
What she said.

SOLDIER
(wary)
Curfew's still active, people--another fifteen minutes
yet. Please state your business.

SPIKE
(innocently)
It is? Damn, sorry about that.
(indicates one wrist)
Watch got stolen a week ago. Guy ran by, snatch'n'grabbed
it right offa me, he did.
(nods for emphasis)
Coulda used you guys then, but hey, you can't be
everywhere, now can ya?
(beat)
I mean, not your fault, I'm sayin'.
(beat)
Just wanna make that clear.

ILLYRIA-F
(Fred voice)
We were just so tired of being cooped up, we
wanted to go for a walk, and with the light coming up
and all, we thought it'd be O.K.
I'm really sorry if we did something wrong.

SOLDIER
(demeanor eases up slightly)
Well, ma'am, I understand, but the curfew's for your
protection. Where're you headed?

ILLYRIA-F
(Fred voice, tinged with gratitude)
Over that way, towards the park.
(points)
I know, it's kinda, well, burnt in spots, but it's still a
park....

She looks shyly at the soldiers. Spike glances at Illyria for a second, his expression incredulous, then quickly turns to the soldiers.

SOLDIER
O.K., but maybe we should escort you. We were heading
over that way ourselves, to check the park for vagrants and...
(he pauses, looks slightly angry)
...other...problems.

ILLYRIA-F
(Fred voice)
Ohh, that's so sweet of you! You guys are the best!
But we'll be O.K., really we will--it's almost daylight now!
(waves, big smile)
Thanks anyway!

Illyria starts to slowly move away, heading in the direction she indicated before. Spike follows along with her, waving also, and makes with a smile.

SPIKE
(glancing up at the approaching sunlight)
Right. We'll be fine.

The soldier who was speaking turns and heads back to his Humvee. Suddenly, another soldier jumps out of the second truck, yelling loudly. He's holding a SMALL BLACK DEVICE in his hand.

CLOSE-UP on the device - a hand-held computer PDA with a glowing display and buttons.

SECOND SOLDIER
Wait! That guy! Don't let them go!

The first soldier freezes, then spins around, reaching for his weapon. The other soldiers standing by the first Humvee instantly snap into combat positions, swinging rifles up ready to fire.

FIRST SOLDIER
(stunned)
What? What? They look O.K. to me...

SECOND SOLDIER
(his voice shakes just a bit)
He's a code forty-nine.
(he glances at his device)
Sixty-five degrees.

THIRD SOLDIER
(aghast)
Holy shi..

The second soldier turns and runs back towards his vehicle.

SECOND SOLDIER
I'll call this one in.

FIRST SOLDIER
(his rifle now pointed directly at Spike's head)
DON'T YOU MOVE!!
DON'T DAMN WELL SO MUCH AS TWITCH, YOU FREAK!

ILLYRIA-F
(Fred voice, acting baffled)
What's going on here?

THIRD SOLDIER
Dunno who you are, honey, but you start moving over
towards us, real careful. Get away from him, now.

ILLYRIA-F
(still in role)
But...he's my....
(stops, thinks, changes direction)
Who do you think he is?

SPIKE
(gritting his teeth)
Sorry for this, sweets.

Moving with full vampire swiftness, Spike grabs Illyria-as-Fred and holds her in front of him, using her as a shield between himself and the soldiers.

ILLYRIA-F
(Illyria voice)
Hey!!
(then with a glance at the soldiers, in Fred-voice)
William, what are you doing! Let me go!

SPIKE
Sorry, luv. All a misunderstanding.
But we gotta leave now, and without the nice men
filling me all full of nasty bullets.

The soldiers keep their rifles trained on the two, but they're clearly unsure about the best course of action.

FIRST SOLDIER
(with all the authority he can muster)
Let her go.
Let her go, and make this easier on yourself.
No way you can handle all of us.

Spike backs away, drawing Illyria back with him, towards the building that leads to the sewer tunnels.

SPIKE
Not gonna happen, mate.
Just ease off, and we'll be outa your way. No one gets hurt.
(beat)
Especially her.

Spike squeezes Illyria's throat with one hand for emphasis. In turn, she winces and gasps, mimicking the effects of a human being strangled. They continue backing away until they are within six feet of a narrow alleyway adjacent to the building. The soldiers follow them with their weapons, but allow the retreat.

SPIKE
Good plan there fellas. Almost over now.

FIRST SOLDIER
(angry and frustrated)
Stop! This is your last chance!

Spike and Illyria-F back up the few remaining feet towards the alley.

Suddenly, Spike flings Illyria forward towards the soldiers with significant force, then turns and runs into the dark shadows of the alleyway. The soldiers, taken aback, scramble to catch Illyria, dropping their weapons in the process.

EXT. ALLEYWAY - DAWN

Spike runs into the alley, looking frantically for a doorway or other entrance into the nearby building.

A FUSILLADE OF AUTOMATIC GUNFIRE ERUPTS. Bullets wing off the walls and pavement, some flying right by Spike.

SPIKE
Ahhhhhh!!

Two bullets find their mark, passing through his chest and right thigh.

SPIKE
God....
(grimacing in pain)
Where's a bloody door....

He hears Illyria's FRED-VOICE yelling from the direction of the street.

ILLYRIA-F
Stop! Don't hurt him! Stop shooting!
William!

Spike finds a door and staggers as another bullet nicks him in the side of the neck.

SPIKE
Ahhgg...O.K., there you are....
'bout bloody damn time.

The door lock cracks as he yanks on it with all his remaining strength. He flings open the door and scrambles inside.

INT. BUILDING - DAWN

There is a stairwell to Spike's right, leading upward, and a door to his left.

SPIKE
(eyeing the stairs)
Wrong direction....

He opens the door to the left, which is not locked, and enters a WAREHOUSE SPACE filled with pallets of large cardboard boxes. With only a moment's hesitation, he slinks into a running crouch, limping slightly, edging along the side of the building, his head turning this way and that as he sniffs the air, searching for a path to the underground.

His head turns sharply as WE HEAR THE SOLDIERS APPROACHING THE DOOR OUTSIDE. Quickly, Spike stumbles down an aisle between the rows of boxes, looking for another exit.

Just then, the soldiers BURST INTO THE WAREHOUSE BEHIND HIM. Spike turns a corner out of their line of sight and grabs at his leg. His other hand shoots out to steady himself on a pallet. He squeezes his eyes tight and gasps, grimacing in agony.

SPIKE
(whispering through gritted teeth)
Bugger it.
(he opens his eyes)
Gotta get out of here....

Spike groans and falls to the cement floor.

From a short distance away we hear muffled but still articulate voices -

SOLDIERS
There! There he is!
Kelly, take the right flank; Jorge, go left,
cut him off. Go go go....

Spike struggles to climb to his feet, but it's too late.

Spike's POV - Soldiers round the corners at the far end of the aisle and, a few seconds later, the end nearer to him. They immediately point rifles. CLOSE-UP on Spike as he takes in the sight of them. HOLD on that like time standing still. Then -

Spike closes his eyes and collapses on the floor, lying still.

We continue to HOLD on Spike as the sound of footsteps draws closer and closer. Then we hear the voice of the soldier who first spoke outside -

FIRST SOLDIER
O.K., men--weapon shift. Mode Seventeen.
Careful--he looks pretty hurt, but don't assume anything.

Odd sounds ensue, as if the automatics are being shouldered and then something else--something thinner, smaller--is taking their place.

FIRST SOLDIER
O.K. there, "William"--get up now, very slowly.

Spike remains immobile, but the careful observer can see a slight twitch in his face as he reacts to his pain.

FIRST SOLDIER (cont.)
(speaks louder)
We know you aren't dead, freak.
At least not in the usual way. Get up, or you will be,
in the non-usual way.

Spike slowly opens his eyes.

Spike's POV - looking up from the ground - SOLDIERS RINGED ALL AROUND HIM, now all armed with what looks superficially like a large handgun, but with the upper half of the barrel cut away--and a LARGE WOODEN SHAFT resting in it. He closes his eyes again.

SPIKE
(groans)
Awright...gimme a minute here.
Blasted a bloody hole through my leg.

WIDE SHOT - the soldiers, surrounding Spike. Another soldier moves toward Spike and aims his stake-gun directly over his heart.

OTHER SOLDIER
For reasons I fail to understand, our orders are to
bring you creeps in "alive." But if you give me the slightest
reason, I have full jurisdiction to dust you. Roll over on your
stomach and put your arms behind your back. Now.

Spike complies, groaning loudly as he moves.

As the one man brings the stake-gun up to Spike's back, another snaps MASSIVE STEEL HANDCUFFS onto Spike's wrists and another set with a slightly longer connecting chain around his ankles.

FIRST SOLDIER
(satisfied)
Jorge, get the carrier from the Hummer. Don't feel like
waiting 'til he limps out of here. And call for the van,
or he'll flame out once we get him outside.

EXT. THE STREET OUTSIDE - DAY (JUST BARELY)

ANGLE - The warehouse. The group of soldiers exit the building, two of them carrying a stretcher with a body lying on it covered with a heavy canvas tarp.

They load it into a large, armored van, while the remainder of the group re-enter their Humvees and drive away. One soldier emerges from the back of the van, signals to the driver up front, then gets back into the cargo area, pulling the door shut after him.

INT. THE MILITARY VAN - DAY

Spike is sitting on a steel bench welded to the side and base of the van interior. Heavy chains looped through his wrist and ankle bonds are secured to massive steel bars welded to the bench frame--he isn't going anywhere.

PAN OVER TO - the other side of the van, where we see ILLYRIA, still in Fred visage, staring coolly at Spike. She is chained in similar fashion. She does not speak, only stares.

The van's engine fires up, and the interior rocks and bounces a bit as the van pulls off briskly and drives away.

EXT. POV - the van pulling away. It drives down the street and turns the corner.

EXT. THE ADJACENT STREET, POV still from the rear, as the van continues. It travels a short distance, then slows and turns right into a driveway.

EXT. A GUARD STATION - DAY

Just a short distance inside the driveway from the last shot. A MILITARY POLICEMAN emerges from a booth and speaks briefly with the van's driver. He nods and re-enters the booth. A guard rail in front of the van lifts up and away, and the van pulls forward. As it does, the camera PANS UPWARD, and we see a large number painted on a sign on the side of a nearby building.

CLOSE-UP of the number, "8," then A PAN TO ONE SIDE OF IT, where we see some letters which eventually spell out "MOVIETONE STUDIOS - SOUNDSTAGE 8." We HOLD on the sign for several seconds, then FADE TO -

EXT. THE MOVIE STUDIO - STREET BETWEEN ADJACENT LARGE BUILDINGS - DAY - ESTABLISHING

A shot of the REAR DOOR OF THE MILITARY VAN as it rolls up noisily.

INT. MILITARY VAN - DAY

Spike and Illyria (still in Fred visage) are seated on and still chained to benches on either side of the van's interior. Spike flinches and ducks away from the indirect sunlight spilling in from outside the van, squirming a bit. It isn't enough to burn him, but it's clearly very uncomfortable.

Illyria sits stoically, staring out the back of the van.

Her POV - we can see more soldiers entering and exiting a nearby door. Two of them are leading a tall, thin, green-skinned demon and a shorter, pale, horned demon into the building. Both demons are shackled, and around their necks are THICK METAL COLLARS.

CLOSE-UP on Illyria/Fred. She takes in this sight with a sober frown.

Just then, one of the soldiers steps up into the interior of the van and points his STAKE-GUN at Spike's chest. Another soldier, armed with an automatic rifle, steps up also, pointing the weapon at Spike, finger on the trigger. Both soldiers' attention is on Spike, rather than Illyria/Fred.

SPIKE
So now what?

FIRST SOLDIER
Just stay right were you are. Captain's on his way.

SECOND SOLDIER
(with a smirk)
Captain makes the decision whether we flame you now or later.
(beat, trigger finger twitches just slightly for emphasis)
Really hoping it's now.

A MAN in an officer's uniform steps into view outside the van rear door.

MAN
Johnson. Sanchez.

FIRST SOLDIER
Captain.

SECOND SOLDIER
Captain.

The Captain shades his eyes from the sun and peers inside the van, looking first at Illyria/Fred and then over at Spike. He stares at Spike for several seconds, frowning, then grunts softly and pulls a computer PDA from his belt clip. He taps at the screen, stares at it for a short time, then looks back up at the two captives.

CAPTAIN
O.K., collar, blanket and bring him to me in Building Twelve.
(short pause)
She give you any trouble?

JOHNSON
Nossir. Couple complaints about the cuffs hurting,
and where were we taking her, but she's been co-operative.

SANCHEZ
Verified, sir. She reads at ninety-eight-four, and all appearances to
this time suggest that she was this creature's intended
victim, but we followed full-capture protocol just to be sure.

CAPTAIN
And you explained that to her?

SANCHEZ
Yes, sir.

CAPTAIN
(nods slightly)
O.K., take her to H.P. over at Seven, and if she clears,
that's just one less to worry about.
(to Illyria-F)
Miss?

Illyria/Fred nods at the Captain, smiles.

CAPTAIN (cont.)
Sorry we have to keep you cuffed for a little while yet,
but if you'll go with Corporal Sanchez here, you may be
able to return home soon.

The Captain climbs into the van.

INT. VAN - DAY

ILLYRIA-F
(Fred voice, sweet as apples)
Thank you, Captain. I'd really like that.

CAPTAIN
(to Corporal Sanchez)
Take her out first.
(nods in Spike's direction)
Don't think he'll be stupid enough to try anything, but
let's not chance it.

Sanchez carefully passes his rifle to the Captain, who takes his place directing the barrel at Spike's head. Johnson moves up towards the front of the van interior, all the while keeping the stake-gun pointed at Spike's chest. Spike twitches a bit and grits his teeth as the shifting rays of sunlight play over him, raising wisps of smoke from his skin.

SPIKE
Yo, G.I. Joe!--Watch the bloody hell where you're moving there!

CAPTAIN
Shut it. We'll get you covered in a minute.

Sanchez bends down at Illyria's feet and, retrieving a key from his key-ring, unlocks the chains holding her leg cuffs to the bench, then the cuffs themselves. She smiles warmly at Sanchez, then turns slightly to one side, giving him easier access to the wrist fetters, and he quickly follows suit with them.

SANCHEZ
All right, ma'am--step out carefully, and keep away
from the dem--uhh, the prisoner, there.

Illyria/Fred nods at Sanchez, and then looks over at Spike, her expression mostly blank, but with the faintest hint of a smirk as their eyes meet. She turns and moves towards the back of the van, steps down onto the macadam outside, stumbling just a bit as she does so, but catches herself.

EXT. VAN - REAR - DAY

ILLYRIA-F
Oops....

SANCHEZ
(getting out of the van also)
You all right, ma'am?

ILLYRIA-F
(smiles at Sanchez)
Yes, I'm fine.
(turns and looks back at Spike)
And thanks for saving me from...
(her expression darkens and she shakes her head)
...this...creature.

SANCHEZ
No problem. Let's go now, ma'am.
(gestures)
Over this way.

Spike rolls his eyes.

SPIKE
(muttering)
If birds fly over the rainbow....

Illyria/Fred and Corporal Sanchez move out of frame.

INT. VAN - DAY

Spike, now wearing a thick metal collar around his neck, watches warily as Johnson holsters his stake-gun and moves to retrieve a key from a key ring. Johnson bends down to unlock Spike's restraints.

CAPTAIN
So, ass-face. My men explain about the collar?

SPIKE
(attempting total indifference, not quite succeeding)
Yeah, they explained. Titanium wire, explosive retractor,
bloody cut my head off if I fart in your general
direction. Got it.

The Captain holds up a SMALL SILVER CELL-PHONE-LIKE DEVICE.

CAPTAIN
Only takes a single press, and I've got my finger on the
button right now. It'll stay there until you're secured
again. Got that?

Johnson finishes removing the bench chains, then moves swiftly to retrieve the canvas used to cover Spike earlier when he was carried on the stretcher.

JOHNSON
(to Spike, disdainfully)
You walk, freak?

Spike tests his leg gingerly, wincing

SPIKE
Yeah, just don't push it, Joe. Still healing.

Johnson pulls the canvas over Spike, then shoves him towards the van door. Spike moves forward, hobbling a bit from the leg pain and the restrictive cuffs.

EXT. VAN - REAR - DAY

Spike hops down onto the ground. He lands on his good leg, but we still see both legs shudder.

SPIKE
Oww...damn.

CAPTAIN
(ignoring him)
Let's go.

Johnson, the Captain and Spike move off out of frame, small wisps of thin smoke curling out from around Spike's feet as they flick in and out from beneath the protection of the canvas wrap.

BLACK OUT.

END OF ACT TWO



Part 2