Mutant Existential Scoobies presents

Angel: the Series Season 6

Episode 9


Chaos Theory

Part 1

(March 13, 2005)

Written by CJL
Teaser

PREVIOUSLY, ON "ANGEL" -

- The GANG fight in the alleyway north of the Hyperion. A DRAGON opens a PORTAL. Angel, Gunn, Spike, and Illyria are sucked inside.

- The Gang and the Wa!Jani Shaman use the DRAGON'S STONE to return through a portal to L.A.

- Scenes of UTTER DEVASTATION around Los Angeles.

- FAITH and her SLAYER TEAM stand in an alleyway, ready for battle.

- shot of a YOUNG MAN, his eyes WHITE, his fingertips pressed to his temples.

FAITH (o.s.)
And this is Brian. He's a telepath.

SPIKE (o.s.)
Human walkie-talkie. Convenient.

- Angel and Faith FACE OFF in the Monastery office.

ANGEL
I'll find who the Senior Partners are
sending after me, and I'll kill them.

FAITH
And then what? Kill the next baddies they send?
And then the ones after them, and the next?

ANGEL
What else would I be doing?

- ANNE and Gunn speak in an L.A. street at night.

ANNE
We're doing O.K. now, but I think the worst is yet to come.
If things aren't working for you with Angel's group....

GUNN
(shaking his head)
I was just blowin' off some steam earlier--
a little frustrated tonight.

- The crimson-skinned demon BUCON strolls out onto a catwalk overlooking a large warehouse filled with HUNDREDS OF DEMONS, who cheer at the sight of him.

BUCON
I am free. Free to finally lead us out of the
oppression and tyranny of the humans!

- The Kailiff demon RAEF walks with Illyria-as-Fred through a garbage dump.

RAEF
Truth is, little lady, everyone wants to be led.
Deep down, they want someone to take that responsibility--
they want to give someone that power over them.
Why do you think you have churches and synagogues and mosques?
Everyone wants a god. I'm theirs, and I'm about to take them
to the promised land--domination.

- Outside a Chinese restaurant, Raef watches Illyria-as-Fred knocks a Prio Motu SKY-HIGH.

- ILLYRIA huddles in the corner of her room. CLOSE-UP on her eyes, which SHIFT BACK AND FORTH from demon king blue to Fred brown.



SHARP CUT TO -

EXT. THE SEWERS UNDERNEATH LOS ANGELES - NIGHT

ANGEL, SPIKE, GUNN, and ILLYRIA (BLUE) are moving as quickly as possible through the ankle-high muck. Angel and Spike are holding swords, and Gunn is clutching what appears to be his trademark hubcap axe. Every few steps, Spike slows down and checks behind them, then sputters with exasperation when he falls behind the rest of the group. It's clear that Spike wants to stop and go back, but Angel, leading the pack, is wearing his "determined" face, and he plows forward--shutting out the gang, the sewers, the world. Illyria, in a change from her usual haughty, imperious stare, is keeping a careful eye on Gunn, the expression on her face resembling...concern.

Gunn looks like he's in shock--it's a miracle he's able to put one foot in front of the other.

SPIKE
(from the rear)
Now what?

ANGEL
(not turning around)
We go home. We wait until the military cleans up,
and then we come back and assess the situation.

CLOSE-UPS, alternating between Angel and Spike -

SPIKE
Let me get this straight...
(agitated)
We're going to let our boys in the Armed Forces--
mind you, the same ones who decided your
girlfriend's "monthly visit" was a free burlesque
show--handle the situation while we take a "time out."

ANGEL
We don't have a choice.

SPIKE
Now, see, that's where you're wrong. We do have
a choice. We can go back and help our friends
instead of running away and leaving 'em to die.

Spike's words echo off the walls of the sewer, an exclamation point to the challenge. Angel stops, turns.

CLOSE-UP - Angel's still got his determined, "I'm your leader" expression on, but he's obviously holding in an enormous amount of anguish and pain.

ANGEL
There's nobody left up there to save.

SPIKE
So that's it? They're gone and we've got to make
the best of it?

CLOSE-UP - ILLYRIA and GUNN. Gunn isn't even listening to the argument; he's staring numbly into space.

ILLYRIA
Charles, are you all right?

No response. A moment of relative silence (since we can still hear Spike ranting at Angel).

ILLYRIA
Are you injured?

GUNN
No.

WIDE ANGLE SHOT - Angel on the far left of the screen, Spike on the far right, Illyria and Gunn (backs to us) in the foreground.

ANGEL
Spike--what the hell do you want me to do?

Spike is pacing with frustration, unable to keep still.

SPIKE
I don't know! But there's got to be something
better than this--hauling our asses out of the line
of fire so we can live to fight another day. What's
the bloody use? If everybody we know winds up dead,
who the hell are we fighting for, anyway?

ANGEL
Spike, we're not just fighting for ourselves and
our friends. We're fighting for the people of this
city...the world. Part of the whole "good guy"
thing?

SPIKE
(sarcastic)
No. Really?
(bitter)
Don't need the standard lecture on how Poor Little
William can't see
(does air quotes)
"the big picture."

ANGEL
That's not what I meant.

CLOSE-UP - GUNN snaps out of his daze and lifts his head, his eyes drilling a hole straight through Angel.

GUNN
Yes, it is.

ANGEL
Gunn--

GUNN
That's the way it always is with you. That's the
way it's been since I hooked up with your crew. You
think you're the only one who sees the big picture.
Nobody else knows how to fight the big evil. And if
somebody says different, you push 'em aside and do
it your way anyway.

ANGEL
We're a team. We've always been a team.

GUNN
(under his breath)
Yeah, we're a team.
(louder, angrier)
When you went after Wolfram and Hart that first
time, me and Wes and Cordy told you not to play
their game, told you not to sink to their level,
and you listened to us pour our hearts out and you
threw us out on the street. Without even blinking.

ANGEL
I'm not proud of that. But--

GUNN
What, you're gonna tell me "that was a long time
ago"? How about last year? Cordy wakes up and gives
you that final vision, and you tell us nothing.
Nothing! Goddammit--if you'd just been up front
with us, we could have planned something together,
we could have taken down the Circle without a
suicide run.

ANGEL
It wasn't suicide.

SPIKE
Like to hear Wesley's point of view on that.

Angel shoots a poisonous look at Spike.

ILLYRIA
Enough!

All eyes turn to Illyria.

ILLYRIA (cont.)
Charles, it was not your decision to make. You
cannot comprehend the intricacies involved, the
factors that one must consider--

GUNN
In other words, it's a bitch being the king, huh?
(shaking his head)
No. I'm not buying this crap anymore.

Gunn turns and looks behind them into the darkness.

GUNN (cont.)
I'm going back. Maybe they're still lost down here.

ANGEL
We searched everywhere. If they made it out,
they're long gone by now. There's no point in--

GUNN
Not your decision to make.

Gunn strides past Illyria, fixing the god-king with an angry, almost anguished glare.

GUNN
(turning to Spike)
You coming?

SPIKE
(shrugging)
Somebody's got to take care of our Fearless Leader.

Gunn quickly brushes past Spike and disappears into the recesses of the sewers.

ILLYRIA
(to Angel)
He does not understand.

SPIKE
Maybe he would if you explained it to him every
once in a while.

ILLYRIA
(with an annoyed glance at Spike)
It is the exalted duty of the king to see the winds
of the gathering storm and to shape that storm to
his will.
(to Angel)
You do not owe your subjects an explanation if the
storm defies your will.

CLOSE-UP on ANGEL. Angel listens intently to Illyria's "divine right of kings" speech, but is not comforted in the least.

ANGEL
Illyria...go after him. Make sure he's all right.

ILLYRIA
I am not one of those subjects, vampire.

Illyria glances back toward where Gunn disappeared into the darkness.

ILLYRIA (cont.)
But I will not let him come to harm.

Illyria traces Gunn's footsteps and is swallowed up by the shadows.

TWO-SHOT - Angel in the foreground, his back to Spike.

ANGEL
Any more comments?

Spike tucks the hilt of his sword under his arm, lights up a cigarette, then strolls up beside Angel.

SPIKE
Maybe later.

The two vampires resume their journey, walking out of frame as the camera begins to PAN UPWARD. We move past the ceiling of the sewer tunnel, through the concrete, and out into the night air of Los Angeles.

EXT. CITY STREET DOWNTOWN - NIGHT

As we hit street level, we can see a FAST-MOVING BLUR OF HUMAN ACTIVITY, with soldiers and firemen bustling back and forth, carrying equipment and fire hoses towards an offscreen flame that illuminates the right side of the screen in bright orange. As we PAN OVER the milling crowd, we see that the LOEWS STATE THEATER, the headquarters for Anne and the human resistance, is BLAZING and the firemen are losing the battle to save it and anyone inside.

We continue panning upward, to about fifty feet above street level, then slowly turn forty-five degrees to survey the rest of the block. All the other buildings on the block are on fire as well. The soldiers have done their best to clear the area for the fire trucks to come through--

But dozens, if not hundreds, of FRESH CORPSES lie strewn about the streets....

BLACK OUT.


END OF TEASER

Opening Credits




starring

David Boreanaz

J. August Richards

Amy Acker


and

James Marsters

Act One

CLASSIC GREENWALT-ERA BLIPVERT - A blood-red sun sinks under the horizon of the L.A. skyline.

ESTABLISHING SHOT - EXT. LOEWS STATE THEATER - DOWNTOWN LOS ANGELES - EARLY EVENING

SUPER LEGEND:                                                     NINE HOURS EARLIER


ANGEL (v.o.)
I called this meeting because we can't afford to
work independently anymore.

INT. LOBBY - LOEWS STATE THEATER - SUNSET

In some ways, the LOEWS State still resembles a movie house--the old concessions counter, with a popcorn machine, a glass case for confectionery treats, and a soda dispenser are still there to remind us of its recent past. But the boxes of supplies piled up behind the counter, the chairs stolen from various neighborhood restaurants, and the mattresses scattered near the staircase as a resting place for refugees tell of its recent role as headquarters for Anne and the human resistance.

We're in the middle of a WAR CONFERENCE - Spike, Gunn, Illyria, Anne, Brian, Rondell, Chain, and Tito attending; Angel (his back against the counter, facing the others) presiding.

ANGEL
The situation out there is bad, and getting worse.
We need to start sharing information, contacts,
resources.

ANGLE ON - Rondell, in the back of the group, leaning against the wall separating the lobby from the main theater. He's radiating hostility, but he's listening.

ANGEL (v.o.)
I know some of you aren't comfortable working with
vampires.

CLOSE-UP on Angel.

ANGEL (cont.)
But if we're going to take back this city, we've
all got to pull together. If anybody's got a
problem with that, let me know about it now.

Anne, Tito, Chain, and Gunn turn around and look at Rondell.

RONDELL
(with fake indignation)
What? I'm cool.

ANGEL
Glad to hear it.
(beat; to Gunn)
What's the status on the new player?

GUNN
Moving fast. They've taken over districts from
Pasadena all the way down to the Imperial Highway.
Whoever these vamps are, they're organized,
disciplined, and probably got a major bankroll behind
them. Army boys haven't been able to budge 'em
Heavy casualties every time they try. Civilian
body count is way up.

RONDELL
Demon lords down on the south side been taking
heavy hits too. Vamps ain't made a major move yet, but
they're probably softening up the territory for a
big-time invasion.

ANGEL
What's happening in werewolf country--Hollywood,
Culver City, Inglewood?

CHAIN
At least four vamp raids in Inglewood, and they've
been hitting the clan from positions in Griffith Park,
too. Takahashi's boys are goin' nuts. This keeps up,
we could have a full-scale war.

Beat. The room goes eerily silent.

ILLYRIA
(to Angel)
This is pointless. You waste your time reacting randomly
to the actions of inferior species. If you wish to
avoid bloodshed, and ensure the safety of your subjects,
you would do far better eliminating all three of your enemies
and seizing power yourself.

SPIKE
Sounds like a promising strategy. Us and what army?

ILLYRIA
The Slayers living in our very midst. They, and the human
warriors who have battled by your side, would be a formidable
army of conquest.

ANGEL
I told you, we don't do "conquest."

ILLYRIA
So you say.

ANGEL
(changing the topic; to the group)
All quiet downtown?

TITO
Like a mouse. Nobody's messed with us since the
Slayer girls moved in. Vamp-free zone for miles
around.

ANNE
Brian, are you sure the girls are all right? Jacki
almost bit my head off this morning, and the
others...well, they look tense.

BRIAN
They're O.K. A little nervous about being on their
own for the first time--but they're adjusting.

GUNN
Any word from Faith?

BRIAN
(tapping his temple)
"Checked in" about an hour ago. Up to her neck in
demons on Wall Street. Don't think she'll be back
any time soon.
(his face darkens)
It's hard for the girls. Especially the younger
ones. They see what's happening in the city, but
they can't be everywhere. I can sense their
frustration.

SPIKE
Can't say as I blame 'em. Situation's been sliding
downhill for weeks. And if we get neck deep in a
full-out demon war?
(shaking his head)
Even if we had a hundred Slayers behind us, there's
going to be a load of death for a lot of poor saps
who get in the way.

GUNN
You're just a regular ball of sunshine today,
aren't you?

SPIKE
(shrugging)
Been there. Done that.
Once was enough.

ANGEL
Look, if we don't want an explosion, we have to
take out the fuse. If we find the vampire nest,
find out who's behind this invasion, we can stop
the war. Do we have any information? Any leads?
Anything?

Long pause; Rondell, at the back of the group, slowly raises a finger.

RONDELL
This might be nothin'.
(looking toward Chain)
After that last raid in Inglewood, me and Chain got
word from our contacts on Hawthorne Boulevard. Told
us those vamps weren't just smashin' things up for
fun. They ripped through an apartment building like
they were lookin' for something.

GUNN
(to Angel)
That sounds like a lead.

RONDELL
'Course, they might've found what they're looking
for by now, and we're still screwed.

GUNN
Let's stay optimistic.
(to Rondell and Chain)
Guys, you want to take us down there, introduce us
around?

CHAIN
(rising from his seat)
Give me a minute to load up on firepower.

Chain passes by Angel, and goes around to the back of the counter out of view. Rondell doesn't budge; he's staring a bullet hole through Angel, then turns and shoots one through Spike. Anne sees his expression and sighs, as if to say, "Not this again!"

ANNE
Rondell, please....

RONDELL
(sulking)
All right.
(making his way towards the counter; to Anne)
But I'm only doin' this as a favor to you.

As Rondell walks past him, Spike can't resist a zinger -

SPIKE
Welcome to the team, lad.

RONDELL
Don't push me, blondie.

EXT. FRONT OF AN APARTMENT BUILDING - INGLEWOOD - EARLY EVENING

PAVEL DOBRYNIN, approximately thirty-five years old with jet- black hair, races out the front door of the building, then stops cold in the middle of the street, trying to decide which way to run. He's got a Wesley-level growth of beard stubble, his clothes are disheveled, and he's breathing heavily, obviously panicked. Finally, he turns left and bolts out of frame.

As soon as he's gone, two POLICE OFFICERS (in riot gear, complete with helmets) come out of the front door of the building. They quickly but calmly trace Dobrynin's steps, turn left, and run offscreen.

HIGH-SPEED STEADICAM SHOT - The camera follows alongside the chase, ZOOMING BY the two cops and speeding down to the end of the block; we hang a right, catching up to and then passing Dobrynin. We zip down two more blocks, then hang another left, and come upon SIX TINY FIGURES in the distance walking towards us. The camera slows. ANGEL, SPIKE, ILLYRIA (in Fred mode), GUNN, CHAIN, and RONDELL fill the frame.

GUNN
So who are we talking about here? Gino?

RONDELL
No, man, Gino died two years ago. Demon ambush. But
you wouldn't know about that. What with the new
posse and all.

CHAIN
Rondell, can you just let it go for two--

GUNN
(to Chain)
Let him talk. Didn't shoot off his mouth, it
wouldn't be Rondell.

RONDELL
(ignoring them both)
No, we got two new recruits down around 91st.
Tenants of Mr. Sessue Takahashi, wolfman landlord
of L.A. Sweet crib for the rent--but you can't go
out at night, because you never know if Takahashi's
boys are gonna be mixing it up with some other
freaks. And these last couple'a days? Man, forget
about it. They're pouncing on anything that even
looks at them funny.
(beat; he turns to Gunn)
But hey, it was all part of the job for Charles
Gunn, Wolfram and Hart attorney at law, am I right?
Breaking those sweet real estate deals for the
monsters with the money.
(to Angel)
Making the bottom line smooooth for the CEO.

ANGEL
(reigning in the anger)
We destroyed Wolfram and Hart.

RONDELL
Never should have joined in the first place.
(to Gunn, sarcastic)
"You lost the mission, bro."
(simmering down; more sympathetic)
But hey, it's not like I'm telling you something
you don't know. Heard you lost some of your own
crew.
(shaking his head; genuinely sad)
The society girl. Kinda liked her. And the English dude...
he was cool.

ZOOM IN on ILLYRIA-F - Rondell's comment seems to trigger a dizzy spell; Illyria WINCES IN PAIN as the god-king involuntarily goes into a--

FLASHBACK - The aftermath of the battle between Wes and Cyvus Vail from "Not Fade Away."
Illyria cradles the bleeding Wesley, whispering to him -

ILLYRIA
Do you want me to lie to you now?

WESLEY
(nodding; hoarse whisper)
Yes.

Fred's hand gently caresses Wesley's face, and--
We're out of the flashback; Illyria-F stumbles forward slightly, drawing the attention of the others.

The gang grinds to a halt at the mouth of an alley.

SPIKE
Blue? You all right?

ILLYRIA-F
(straightening up; cool as ice again)
Of course.
CUT TO -

Dobrynin CUTS THROUGH AN ALLEY, running at full speed, constantly checking behind him to see if Riot Gear One and Two are catching up. He looks ahead to the far end of the alley. His mouth drops open from sheer astonishment.

DOBRYNIN'S POV - Angel, Spike, Illyria-F, Gunn, Rondell, and Chain where they stopped in the street. Even from fifty feet away, he can see their auras clearly, lighting up the gloom of the alleyway.

FREEZE FRAME. Series of CLOSE-UPS IN BLACK AND WHITE -

GUNN, RONDELL, and CHAIN - their auras are the simplest, a uniform gray luminescence radiating from their bodies.

SPIKE - Slightly more intense than the humans'; near-pitch black on the interior, then growing gradually lighter until it's near-white on the outside.

ANGEL - Angel's aura is far more intense, twin beacons of obsidian and silver light, emerging simultaneously, yet somehow never touching.

ILLYRIA - A staggeringly beautiful pattern of chaotic swirls and eddies that somehow retain their shape as they descend to infinite microscopic levels.

Out of Dobrynin!Vision and back to normal action and color -

GUNN
(to Rondell)
We know. We lost the mission. But we're doing
everything we can to make it right.

RONDELL
You can't make it right. The demons own this town
now, and they're not gonna let go without a war.

ANGEL
The demons always owned this town. You just didn't
know it.

RONDELL
That right, O great leader? Then what the hell did
the big takedown of Wolfram and Hart get you? What did
it get the rest of us? Nothing! You tore down this city,
big man, and the demons are still in charge.

CLOSE-UP on Angel. Rondell's words are hitting him hard.

RONDELL (cont.)
Nothing changes--the demons of the world cut up the
pie, and the working man starves to death. Why
don't you do somethin' real, instead of walking
around all puffed up in your leather jacket and
greasy hair?

Displaying an uncanny sense of dramatic timing, Dobrynin RACES OUT OF THE ALLEY AND PLOWS STRAIGHT INTO ANGEL. He grabs onto the lapels of Angel's coat, eyes wide with fear and desperation.

DOBRYNIN
(with thick Russian accent)
Please. You must help me. They are going to kill
me.

ANGEL
(peeling Dobrynin's fingers off the fabric)
Hold on a minute. Slow down. Who's going to kill
you?

Angel looks around quickly.

ANGLE ON - there are a dozen or so pedestrians walking along the boulevard, oblivious the drama around them.

DOBRYNIN
They know I am close to discovering the
secret....to piercing the veil. They cannot allow
me to live.
(urgently)
You must protect me!

GUNN
Could we get the first part of that two-part story?

DOBRYNIN
There is no time!
(to Angel)
You are the vampire with a soul, yes?

ANGEL
Yes, but....How did you know that?

DOBRYNIN
Then it is your duty to protect the innocents of
this world from the--

RONDELL
(pointing toward the alley)
Company.

Riot Gear One and Two walk confidently up to Angel and the gang, trying their best to project an appearance of professional calm and courtesy.

GUNN
(to Riot Gear One and Two)
Officers.

DOBRYNIN
(near-panicked)
Monsters!

RIOT GEAR TWO
Gentlemen....
(to Illyria-F)
Ma'am...
(to the group)
Sorry for the imposition, but we need to ask Mr.
Dobrynin here a few questions.

Angel takes a good, hard look at Riot Gear One and Two, turns to Spike (who nods), then turns back to the "cops."

ANGEL
(chuckling)
I'm sorry, but that is the worst imitation of a
beat cop I have ever heard. Do you actually fool
people with those outfits?

RIOT GEAR TWO
(to Riot Gear One)
We're going to have to do this the hard way.

Riot Gear One and Two VAMP OUT.

RIOT GEAR TWO
Hand him over now and I promise we'll let you go.

Angel and Spike vamp out.
SPIKE
(to Riot Gear Two)
You're the soul of generosity.

Spike and Angel pounce on Riot Gear One and Two simultaneously, pummeling them back into the depths of the alley.

ANGEL
(turning; to Gunn)
Get him out of here!

Gunn, Illyria-F, Rondell, and Chain are about to grab Dobrynin and take off, when a dozen "innocent pedestrians" on the street turn into A DOZEN VAMPIRES APPROACHING THEM FROM ALL DIRECTIONS.

CHAIN
Aw, c'mon--that's just not fair.

ILLYRIA-F
(disdainfully)
We can destroy them all. Easily.

GUNN
But if we go in for the big-time vamp smashing,
we'll probably get the Russian guy killed.

ILLYRIA-F
Do you have an alternative?

Angel slams Riot Gear One against a steel garbage container. He quickly reaches into his pocket for a stake, and in a single fluid motion, jams it through his opponent's heart. Riot Gear One explodes in a shower of dust. Angel flips the stake across the width of the alleyway, and the camera follows it right into Spike's hand. Spike is crouched over the prone form of Riot Gear Two; he brings the stake down savagely, and Riot Gear Two is dust.

GUNN's POV - he sees Spike wiping out Riot Gear Two. The alleyway is free and clear.

GUNN
Matter of fact, I do.

Gunn, Illyria-F, Rondell, Chain, and Dobrynin race back into the alley; the vamp mob blocks off the entrance.

ANGLE ON - the opposite entrance to the alleyway. Another dozen or so VAMPIRES pour in. The Fang Gang screeches to a halt; they're bottlenecked.

Angel, Spike, and Chain flank Dobrynin on one side; Gunn, Rondell, and Illyria-F set up to defend him on the other. Illyria shifts back into TRUE BLUE FORM.

The two forces are about to collide when Angel hears a LOW, ROLLING GROWL above his head.

ANGLE ON - the FIRE ESCAPE. Three WEREWOLVES stand on the first-floor landing, with another three perched on the metal staircase leading to the second floor. A silver-haired werewolf leaps from its spot on the staircase and lands in the midst of the vamp mob approaching Illyria, Gunn, and Rondell, knocking over vamps like bowling pins. A larger, brown-haired werewolf does the same with the mob on the other side.

Recognizing a godsend when they see one, Angel and company attack. The remaining four werewolves leap down and join them. The werewolves do most of the hard work, gouging huge chunks of flesh out of the attacking vamps; the Fang Gang mostly cleans up, with a well-placed stake putting a wounded vamp out of its misery.

While Gunn trades blows with a blonde vampiress, a beefy, Brian Thompson-like vamp (think Luke from "The Harvest") slips by him and advances on Dobrynin. A red-haired wolf jumps for his throat, but "Luke-lite" easily bats it away. Dobrynin tries to run; "Luke-lite" grabs him by the arm and swings him around with tremendous force, propelling him twenty feet into the side of a building. Dobrynin's head hits the brick with a sickening "crack". Angel turns and watches him drop like a stone to the concrete.

ANGEL
Damn it!

CLOSE-UP - Gunn stakes "Luke-lite" from behind.

Fight over. The remaining vamps scatter in both directions.

TWO-SHOT - Angel kneels down to check Dobrynin. Dobrynin is bleeding profusely from the head, gasping for air, eyelids fluttering.

ANGEL
We'll get you to a hospital.

DOBRYNIN
(coughing; a trace of blood oozes out from the side
of his mouth)
No. It is too late.

CLOSE-UP - Dobrynin grabs Angel's hand.

DOBRYNIN (o.s.)
You must finish this.

Angel stiffens, as if an electrical current were running through his body.

ZOOM IN on Angel's eye - inside the iris, a sequence of TEXTS AND SCIENTIFIC FORMULAE in Latin, Greek, and Cyrillic flashes by at blinding speed, followed by the blurry image of a strange GREEN, TOAD-LIKE CREATURE. We hear a ROARING SOUND, like a raging river or blood flowing through veins, until the spell is broken by--

SPIKE (v.o.)
Angel....Angel!

Spike stands over Angel and Dobrynin as Angel snaps out of his trance. He's still holding Dobrynin's hand, but the hand is lifeless; he gently places it on Dobrynin's chest.

SPIKE
You all right?

ANGEL
(looking down at Dobrynin's body)
I'm fine.
(beat)
Wish I could say the same for him.

SPIKE
You blanked out for a minute.

ANGEL
I did? Weird--I think he was trying to tell me
something before he died.

SPIKE
You mean like telepathy and such?

ANGEL
Sort of. It wasn't so much communication in words,
as...I-I can't explain it.

SPIKE
We can dig through your brain for the message later.
Right now, I think we should get out of here before the
real boys in blue show up.

GUNN (o.s.)
Uh, guys?

MEDIUM SHOT - Gunn, Illyria, Rondell, and Chain at the edge of the alley (backs to us), facing four of the werewolves--lined up and in full (four-legged) wolf form. Two of the wolves trot out in front of Angel and Spike, while the other two stay behind Gunn and Illyria, Rondell and Chain.

SPIKE
I get the feeling we're being "herded."

RONDELL
Do we wanna go where they're going?

SPIKE
I'm mildly curious. Besides, they saved our necks
back there. I'd like to find out why.

ANGEL
Then we go.

The "herd" moves out, walking (or trotting) at a moderate pace toward the opposite end of the alley. Illyria morphs back into Fred mode. Spike whistles the theme from "Lassie."


INT. AN ELECTRONICS WAREHOUSE - NIGHT

The camera zips around the columns of DVD players, iPods, and camcorders, showing employees--all in VAMPFACE--hard at work moving merchandise into trucks, writing on clipboards to keep track of inventory, and maneuvering a forklift prong under a huge platform stacked with laptops. The camera trails one employee in overalls who knocks on the manager's office door and then follows him in.

The manager himself is sitting in the shadows, but we can see from the outlines of his features that he is tall and gaunt, with bony fingers and sunken eyes.

MANAGER
(with a British accent)
Report, Mr. Franco.

FRANCO
Dobrynin is dead.

MANAGER
Is our operative secure?

FRANCO
I believe so, sir. We've had no chance to make
contact over the past few hours, but I don't think
Dobrynin had a chance to identify the operative,
even if he could.

MANAGER
You look worried, Franco.

FRANCO
There...may be a complication. A number of our
troops were killed before they finally got to
Dobrynin. The survivors said it was a combined
assault by werewolves, humans, two vampires, and
a human-shaped creature they could not identify.

MANAGER
Two vampires....
(he ponders that for a moment)
Was one of them approximately six feet tall, broad
build, brown hair, with expensive taste in fashion?

FRANCO
As a matter of fact, the reports match that
description exactly. That's amazing.

MANAGER
He's an old...friend.

FRANCO
Apparently, this particular vampire was with
Dobrynin when he died. That does leave open the
possibility--

MANAGER
--that Dobrynin may have passed on his knowledge.
(low chuckle)
Ah, Angelus. Master of chaos. You always make
things interesting.
(to Franco)
Mr. Franco, send out a scouting party. The usual
hot spots. If Angelus did receive Dobrynin's
knowledge, he may try to finish Dobrynin's mission.

FRANCO
Do you want him dead or alive, sir?

MANAGER
Alive. For now. We'll set up a meeting at
Checkpoint A. I want to know what sort of angle
he's playing here.
(beat)
Of course, we can always kill him later.

BLACK OUT.

END OF ACT ONE

Act Two

ESTABLISHING SHOT - RUSSELL WINTERS' OFFICE BUILDING - YES, THE ONE FROM "CITY OF...." - NIGHT

INT. THE 21ST FLOOR LOBBY VISITORS' RECEPTION AREA - NIGHT

The Fang Gang is being frisked by a quartet of human-shaped guards, who then politely gesture for all weapons to be placed on the receptionist's desk. Reluctantly, Angel, Spike, Gunn, Rondell, and Chain empty their pockets and dump stakes, switchblades, knives, and a crossbow onto the table. (Illyria, of course, is her own weapon.) A guard removes a silver dagger from the pile, examines it, SNAPS THE BLADE OFF from the handle, and throws the pieces in the trash.

Chain follows the flight of the pieces into the trash, then looks up at the guard in outrage.

CHAIN
Hey!

GUARD
No silver.

Two of the guards escort the gang to a conference room door; they allow Angel, Spike, Gunn, and Illyria-F to pass through, but stop Rondell and Chain. Rondell (as usual) looks disgusted, but he and Chain are politely returned to the reception area.

RONDELL
(to Chain)
Meeting of the Wolfram and Hart country club.
Po' folk to the rear.

INT. CONFERENCE ROOM - NIGHT

The room is almost entirely filled with an ENORMOUS, RECTANGULAR CONFERENCE TABLE, with seven chairs on each side and one at the far end.

Alone at the head of the table sits SESSUE TAKAHASHI, age seventy-five, approximately 5'4" tall, with neatly combed silver hair, glasses and piercing (one could say feral) brown eyes. He's wearing a sleekly tailored, striped gray business suit, which paradoxically makes him look smaller and more imposing at the same time.

Angel, Gunn, Spike, and Illyria-F are escorted to their seats (Angel and Spike on the right, Gunn and Illyria-F on the left), a good five feet away from Takahashi. Two of the guards take their places on either side behind Takahashi; the other two stand on either side of the door.

Takahashi's tone is business-like, but cordial.

TAKAHASHI
Angel. Spike. Mr. Gunn....welcome.
(to Illyria-F)
And...Illyria, is it?

ILLYRIA-F
Correct.

TAKAHASHI
(staring)
Fascinating.

GUNN
Takahashi-san. Been a while.

TAKAHASHI
(to Gunn)
Indeed it has, Mr. Gunn. I was pleased to hear that
you had survived the destruction of Wolfram and Hart.

GUNN
Thanks. Looks like you're doing all right yourself.

While Gunn and Takahashi exchange pleasantries, Angel fidgets in his seat, waiting for the real meat of the conversation.

TAKAHASHI
(surveying the surroundings)
Yes, it was an excellent purchase--and I always
wanted to thank you for that. Unfortunately, it
doesn't solve my problems.

ANGEL
What exactly are your problems?

TAKAHASHI
There is an imminent threat to the welfare of my
people. That is always my primary concern.

ANGEL
And how, exactly, is that my problem?

Gunn shoots Angel a look, but Takahashi lets Angel's snark roll off his back and he continues in a calm, even voice.

TAKAHASHI
You have sworn to protect humanity. My clan may carry
the mark of the beast, but we are still human. As someone
who claims to love a werewolf, surely you realize that.

ANGEL
(pissed)
Don't talk to me about my personal affairs. That's none
of your damn business.

TAKAHASHI
My apologies.
(beat)
But you must see my point. My people are not common
beasts who change with the full moon, slaves to our
primal instincts; we are rational creatures, fully in
control of our minds and bodies, and we wish to live
our lives without fear just as normal humans do. Despite
our differences, you and I have a vested interest in
defeating these vampires. And if you would be willing
to bury your anger for a moment, I might be able to explain
exactly how we can accomplish this together.

ANGEL
(crossing his arms and toning down the attitude)
All right. I'm listening.

TAKAHASHI
As you know, a few weeks ago, a vampire nest--
(beat; corrects himself)
A vampire organization successfully seized control
of several key business districts on the east side,
displacing some of the local demonic tribes. At
first, I was not particularly alarmed, since the
local demons are brutish and incompetent, and my
own clan is far superior in terms of intelligence
and military strategy.

QUICK CUT - Angel rolls his eyes.

TAKAHASHI (cont.)
But the vampires have recently attacked our
outposts with remarkable efficiency. They seem to
know all of our movements, our plans for defense--

ANGEL
They must have somebody on the inside.

TAKAHASHI
I thought that as well. But I know my clan as I do
my own family. I know their minds and their hearts,
their very essence. None of them could be bought,
threatened, or blackmailed to betray me.
But then I heard a rumor.

The door opens again, and two young women walk in, each taking a seat at the back of the conference table. JENNIFER TAKAHASHI is Japanese, approximately twenty-four, with long silver hair and dark gray eyes; ALYSE MONTENEGRO is white, twenty, with short-cropped red hair, piercings in her eyebrows and tattoos covering her arms.

TAKAHASHI (cont.)
Gentlemen--my granddaughter, Jennifer, and
her...friend, Miss Montenegro.

SPIKE
I think we've met.
(to Jennifer)
Thanks for the help back there.

JENNIFER
(hostilely)
Don't mention it.

SPIKE
(to Takahashi)
Charming girl.

ANGEL
(to Takahashi)
You were saying?

TAKAHASHI
I began to hear rumors of an outside agent working
in the employ of the vampires. A chameleonic being
who is able to absorb an individual, take his
place--for all intents and purposes, to be that person.

GUNN
But you could tell it wasn't that person, right?
Werewolves could smell the difference.

TAKAHASHI
No. Undetectable by smell or any conventional methods.
Not even telepathy. A perfect spy.

ILLYRIA-F
The Kir Ma'alesh.

Takahashi looks at Illyria-F, startled.

TAKAHASHI
You know of this creature?

ILLYRIA-F
(to Angel)
It is as he said--the Kir Ma'alesh is ideal for
espionage. I used such creatures quite often in
exposing my enemies. I had no idea they still
existed in this time.

Takahashi again stares at Illyria-F, unable to reconcile the ages-old voice of experience and the fresh-as-apple-pie appearance. He turns back to Angel -

TAKAHASHI
I could not allow the vampires to attack my clan
with impunity. My contacts in the black market told
me of an alchemist who had dedicated himself to the
hunting of mystical creatures--

ANGEL
Dobrynin.

TAKAHASHI
Yes.
(shaking head sadly)
Poor man. The Kir Ma'alesh was something of a white
whale for him. But the last time we spoke, he said
he was close to a solution to the problem.

ANGEL
I think he found it.

TAKAHASHI
I believe he did. And it may be in your head right now.
(beat; thinking for a moment)
Angel, I have an old friend in the business whose
specialty is memory retrieval. If you are willing,
we could set up a meeting--tonight. He may be able
to extract a spell or a formula that would reveal
the Kir Ma'alesh.

ANGEL
In other words, you want to probe my brain.

TAKAHASHI
I assure you, the procedure would be completely
painless.

ANGEL
I don't think so. As a general rule, I don't let
strangers dig into my head.

TAKAHASHI
(firmly; losing patience)
I do not make this offer for selfish reasons. I
fear for your safety as well as my own. You must
realize that the information in your brain makes
you a prime target for these vampires.

ANGEL
Been a "prime target" for most of my life. It
doesn't really bother me.

Angel starts to rise from his seat, and all four guards flinch. Takahashi raises a hand, and they relax.

JENNIFER
He doesn't trust you, grandpa. I told you this was
going to be a waste of time.

TAKAHASHI
Angel, we do not need to be enemies. We both want
to end the chaos, rebuild the city, and bring back
some semblance of a normal life for our people. But
we cannot accomplish any of this if the vampires
destroy all of our plans. I ask you to join me. Let
us share our resources. Help me defeat our enemy
and I will help you make this city whole again.

ANGEL
(sarcastically)
Sounds like you want Gunn here to draw up the contract--
you know, dot the I's, cross the T's, your people
call my people, lunch at Spago's to announce the
merger.
(leaning in; harsh)
I'm gonna make this as clear as possible--we don't
work for Wolfram and Hart anymore. We're not
interested in any kind of a deal that'll leave you
in charge of half the city. And we're done here.

Angel gets up from his seat and moves towards the door. Two of the guards block his path and look to Takahashi for instructions. Takahashi nods silently, and they let Angel pass. Spike, Gunn, and Illyria-F fall into line behind him. Takahashi watches sullenly as they file out into the hallway.

EXT. THE STREETS OF LOS ANGELES - NIGHT

ANGLE ON - Angel, Spike, Illyria-F, and Rondell walk away from the office building. In the background, about twenty feet behind, Gunn is talking to Chain, giving him instructions. After finishing, Gunn walks up to join the group, while Chain disappears in the opposite direction.

SPIKE
(to Angel)
Kind of rude to the old man, weren't you?

ANGEL
He brought back a lot of bad memories.

SPIKE
No, no--enjoyed it. But I am curious 'bout why you
laid into him so hard.

ANGEL
He's a client of Wolfram and Hart.

SPIKE
"Ex"-client, you mean.

ANGEL
Not so sure about that.

Gunn steps in line to Rondell's right.

GUNN
(to Angel)
You think the Senior Partners are still backing him
up?

ANGEL
Think about it. This whole three-way, "survival of
the fittest" competition for territory is how the
Senior Partners operate. Find the candidates, set
them up with resources, and let them fight to see
who's king of the hill. Winner gets the new seat on
the Circle of the Black Thorn.

GUNN
Maybe. Does fit the Senior Partners' M.O. But
Takahashi doesn't have the connections to be a big-
shot in the Circle. He's big in the werewolf
community, but he's definitely local. Besides, he's
never been one of those demon-types who spends most
of his time eating babies. He's just looking out
for his people.

RONDELL
Fine. Let 'im. That's just what we're doin', too.

Awkward silence. Gunn looks a little ashamed for playing devil's advocate again.

SPIKE
Angel--do we have a plan here? I know you want to
find our mystery vamps, but are we just going to
wander 'round the city playing tourist 'til they
grab you?

ANGEL
Too risky. If we're gonna meet, I want to do it on
my terms.

SPIKE
Not following.

ANGEL
Let's see if Michael can get Dobrynin's message out
of my head. We find the spy, we find the head man.
(he strides off camera; o.s.)
And we bring him down.

DISSOLVE TO -

EXT. BUSINESS DISTRICT - NIGHT

The Fang Gang (plus one) walk through a desolate (former) business district. We see abandoned storefronts, uncollected trash blowing through the streets, and broken glass from the window displays littering the sidewalk. Angel and Illyria-F lead the pack, with Rondell and Gunn in the middle, and Spike bringing up the rear.

RONDELL
(to Gunn)
Yo, G.--we're gettin' to the edge of demon territory here.
Where's your wizard boy?

GUNN
Still about ten blocks south.

RONDELL
(looking around uneasily)
Damn. Used to like this neighborhood.

ANGLE ON - Illyria-F and Angel.

ILLYRIA-F
(to Angel)
We are not alone.

ANGEL
How many?

ILLYRIA-F
Approximately twelve. They believe they have the
element of surprise.

The camera slowly PANS ACROSS both sides of the deserted block. We see the dying embers of trash can fires, busted lampposts, the traffic light switching from red to...nothing--but no other movement.

Suddenly, a FOOT-LONG, JAGGED CHUNK OF BROKEN WINDOW GLASS shoots out from the shadows of one of the storefronts; from the other side of the block, a BATTLE AXE screams through the air towards the Fang Gang. Illyria-F raises her left arm, and the glass SHATTERS INTO A MILLION PIECES on impact; Angel PLUCKS THE BATTLE AXE OUT OF MID-AIR, and immediately goes into a battle stance.

WIDE ANGLE SHOT - A dozen BIG, SCARY DEMONS emerge from their hiding places and converge on the Fang Gang, a combo platter of the deadliest breeds in the Whedonverse (Fyarl, M'Fashnik, Prio Motu). The demons close in on all sides, then suddenly stop, as if content to bottle up Angel and his crew.

Spike steps up to one of the Fyarl demons and speaks to it in its own weird, guttural language. The creature lets out a savage snarl, raises an enormous fist--

An OFF-SCREEN VOICE yells something in Fyarl; the Fyarl demon (giving Spike the stink eye) mutters under its breath and slowly lowers its gigantic arm. A group of M'Fashnik demons hovering near Angel and Illyria-F step aside, and the RIDGE-FACED KAILIFF DEMON, RAEF (from 6.8) walks up to Angel and the Gang.

RAEF
(to his minions)
I told you--that's not why we're here.
(to Angel)
Angel. You know, your picture really doesn't do you
justice.

ANGEL
Have we met?

RAEF
Not exactly. The name is Raef--with an "a-e-f."
(nodding toward Illyria-F and smiling almost
flirtatiously)
But the little lady over there could give you the
details.

ILLYRIA-F
(coldly)
Watch your tongue, maggot.

RAEF
(taken aback)
Hm. She was a lot...sunnier the last time.
(he shrugs)
Anyway, since you were in the neighborhood, I
thought we should get together and have a talk
about the current situation.

SPIKE
And what would you know about "the current
situation"?

RAEF
(to Spike)
You'd be surprised. The demonic grapevine is
very efficient around here.
(looking around)
But let's discuss this someplace...private. The
army boys have been getting a bit too friendly, if
you know what I mean.

The Fang Gang (with escort again) turns the corner of the intersection and an enormous school yard looms into view.

INT. SCHOOL GYMNASIUM - NIGHT

Our players are still in the same positions as before - the Fang Gang ringed by security, with Raef keeping a respectful distance (in case Angel decides to start any trouble).

TRACKING SHOT of Raef, circling around his security perimeter. (Intercut with close-ups of Angel, as he responds to Raef's questions.)

RAEF
....and they took you straight to the old man's
office. Am I right?

ANGEL
More or less.

RAEF
You should be honored, Angel. Takahashi doesn't
give just anyone an audience. Especially these
days, when he's paranoid about double agents
running through security.

ANGEL
(baiting him)
Sounds like somebody's had his own double agent
problems.

RAEF
(ignoring the bait)
What did the two of you talk about?

ANGEL
Mostly? Interior decorating.

RAEF
The old man would never bring you in unless you had
something he wanted. You've got information on the
vampires--where they're hiding, who's in charge.
(beat)
I'm willing to deal for that information.

ANGEL
Is that a proposal?

RAEF
A working alliance. For now. You provide the places
and the faces, and my boys provide the manpower.
After we get rid of the vamps, everything can go
back to the status quo.

ANGEL
(mildly threatening)
I'm not interested in the status quo.
(beat)
You know something, Raef? You're waaaaaay too much
in love with the sound of your own voice.

RAEF
(taken aback)
Excuse me?

ANGEL
You're all talk. And, bonus, you don't have anything I want.
Why should I make a deal with a bargain-basement
demonic overlord, when you obviously need me much
more than I need you?

RAEF
I don't need you for any--

ANGEL
The fact that you're negotiating at all means
you're running scared. I don't need that in a
partner.
(he brightens, as if fully realizing something for the
first time)
I have my own resources. I'll take care of those
vamps myself.

RAEF
(angry, but trying not to show it)
Angel, you're not helping yourself here.

ANGEL
(staring down the guards; to Raef)
Jeez, you suck at intimidation.

Raef is about to respond, when the SIDE ENTRANCE OF THE GYMNASIUM SLAMS OPEN. A pair of Prio Motu demons haul in two of the werewolf clan--Jennifer Takahashi and her red-headed friend, Montenegro--and drag them up to Raef.

RAEF
(to Jennifer; scolding her like a child)
Jennifer. What I have told you about territorial
etiquette?

JENNIFER
(turning her face away from Raef)
I don't talk to demon filth.

ANGEL
(to Jennifer)
You were following me.

JENNIFER
(to Angel)
Wasn't too hard. I could smell your hair gel for
miles.
(angrily)
What the hell are you doing here, anyway? Don't
tell me you're going to make a deal with this
clown?!

ANGEL
No deals. Just sizing up the opposition.

JENNIFER
(peeking at Raef)
Not much of an opposition left.

RAEF
(to Jennifer)
Oh really? Well, let me tell you something, smart
mouth--you're not in such great shape yourself.

CLOSE-UP on Spike. While the Raef-and-Jennifer Show plays on the main stage, Spike hears the sound of TIRES SCREECHING in the street outside, then HEAVY BOOTS POUNDING ON CONCRETE.

SPIKE
(to the group)
Uh, boys and girls--I think we've got company.

GUNN
(whispering to Angel)
Now?

ANGEL
(whispering to Gunn)
No. Not here. Not yet.

The room quiets down, and everybody listens to the sound of DOORS SLAMMING OPEN, and the same HEAVY BOOTS RUNNING on wood flooring.

While the guards are momentarily distracted, Angel, Spike, Illyria-F, and Gunn BREAK THROUGH the demons' ranks and run for the DOUBLE DOORS in the rear center of the gymnasium. Raef, knowing when his luck has run out, bolts for the same exit. Rondell is snagged momentarily by one of the Prio Motu demons, but tears free and follows, about five steps behind.

ANGLE ON - The Army troops SMASH THROUGH BOTH SIDE ENTRANCES of the gymnasium and set up for major combat. The demons, being demons, try to charge the lines, but the soldiers unload bazookas with concussive shells, and they FLATTEN the big doofs on approach. Amidst the chaos, Jennifer and Montenegro shift into wolf form and dart for the swinging doors, slipping through to the outside corridor.

INT. SCHOOL CORRIDOR - NIGHT

Angel, Spike, Illyria-F, Gunn, and Raef reach the end of the corridor connecting the gym to the first floor classrooms. From that central point, the hallway splits off into three directions--straight ahead, right, and left. They run straight ahead then pile into one of the classrooms (room 117).

INT. CLASSROOM 117 - NIGHT

SPIKE
(whispering)
Great. You know, they never come when you need 'em,
but when you're just standing around, minding your
own business...

RAEF
(whispering; upset)
How did they know we were here?!

SPIKE
(whispering)
My guess? Their boys were following your boys, who
were following the wolf girls, who were following us.

RAEF
(whispering)
That sounds ridiculously complicated.

SPIKE
(whispering)
Yeah, well--it's been that kind of night.

INT. SCHOOL CORRIDOR - NIGHT

Rondell hits the intersection, and sees the shadows of the Army troops approaching at the end of the corridor on the far right. He quickly cuts to his right and slips into the nearest classroom (121). Jennifer and Montenegro arrive at the intersection a few seconds later; spotting the soldiers charging down the right hand corridor, they quickly arc left, and--dodging small arms fire--race through an open doorway (room 105).

CUT TO - A pair of soldiers kicks open the door to 117; from the doorway, rifles raised, they quickly scan the room for intruders.

Soldier POV - nothing in sight.

Gunn sticks his head out from 119 -

GUNN
(to the soldiers)
Pssst!

The soldiers turn their heads for a brief moment. They hear a movement in room 117, and turn back almost immediately. Not fast enough.

Soldier POV - Spike and Angel (standing right in front of them) simultaneously snatch the rifles and then each send a fist flying right into the camera.

The soldiers drop like two sacks of potatoes. Spike and Angel drag the soldiers into the classroom. Gunn, Illyria-F, and Raef walk back in from the connecting door to 119. Raef picks up one of the rifles, and studies it admiringly.

RAEF
Sweet. This is going to come in handy.

Raef flips the rifle playfully. Angel grabs it in mid-air, removes the clip, bends the barrel, then tosses the rifle aside.

ANGEL
We don't work that way.

CUT TO -

INT. ROOM 105 - NIGHT

Another set of soldiers slowly and cautiously make their way into the darkened classroom, on the lookout for even the slightest motion.

Soldier POV - a typical second grade classroom, with four vertical rows of six seats apiece, a teacher's desk, bookshelves lining one side of the room, an old-fashioned wooden coat closet on the other, and a blackboard behind the teacher's desk. The closet doors are open; it appears empty. The soldiers walk down the center aisle of the room, approaching the desk, but still looking out in all directions, guns raised. They stop about five feet from the blackboard, then split up and slowly edge their way around to the front of the desk from both directions. They meet up behind the desk, tensing up for a possible ambush....

ANGLE ON - The space underneath the teacher's desk. Empty.

The werewolves LEAP OUT from the top shelf of the coat closet (which was hidden by the shadows). Jennifer knocks her target over and sends his rifle flying. Montenegro, however, is a second too slow, and her target squeezes off two shots before he's hit. Montenegro lets out a HIGH-PITCHED YELP; she bounces off the soldier, lands hard, then scrambles to her paws and bolts from the room, leaving a spoor of blood behind. The first soldier manages to flip wolf-Jen into the bookcases, sending them crashing down on top of her.

INT. SCHOOL CORRIDOR - NIGHT

Angel hears the ruckus and leans out into the hallway.

CLOSE-UP - suddenly, he's overwhelmed by the ROAR OF BLOOD RUSHING THROUGH HIS HEAD--the same way it did when Dobrynin grabbed him.

INT. ROOM 109 - NIGHT

A third pair of soldiers poke their heads into room 109 and find Montenegro's body. They lean down to study the corpse; to their puzzlement and disgust, it looks DECOMPOSED, EATEN AWAY.

SOLDIER ONE
It almost looks...digested.

ANGLE ON - Jennifer, now in werewolf form, at the front door. She pads into the room, growling, and backs the soldiers away from the body. The soldiers fire, but Were-Jen is too fast and agile; she leaps for their throats, ready to tear them limb from limb.

ANGLE ON Angel. He knocks Were-Jen aside, sending her tumbling across the room. Were-Jen snarls at him, but Angel positions himself in front of the soldiers, his body language making it clear that he's not going to let her kill humans. Were-Jen turns and scampers into the hallway.

SOLDIER ONE
(shocked; to Angel)
Thank you.

CLOSE-UP - Angel looks at both soldiers with a sad, extremely apologetic expression--then knocks them out.

CUT TO -

INT. ROOM 117 - NIGHT

Angel rejoins the rest of the Fang Gang and Raef, currently in mid-huddle.

SPIKE
(to Angel)
We've got a plan.

GUNN
Not sure, but I think I saw a staircase at the end
of this corridor. If we can get to it without anybody
shooting us to death, we might be able to make it
to the roof. If I remember right from when we came
in, next rooftop over is about thirty-five feet.
(to Angel and Spike)
Can you guys jump that far?

ANGEL
(smiling)
Not a problem.

SPIKE
We're gonna need a distraction, y'know. Keep the
soldier boys busy.

ILLYRIA-F
I believe I can provide that.

Illyria-F slightly alters her appearance, so that "Fred" looks beaten and bruised and her clothes disheveled and torn.

INT. SCHOOL CORRIDOR - NIGHT

Illyria-F calmly walks out of the classroom and then shifts into pure melodrama. She races down the corridor towards a quartet of startled soldiers standing at the intersection, shouting -

ILLYRIA-F
Help me!

She slows as she approaches the soldiers, appearing overjoyed to see them, then collapses into a soldier's waiting arms. He gently lowers her to the ground, and motions for one of his comrades to get help.

CLOSE-UP ON Illyria-F, who spots -

Her POV - a SIGN ON THE WALL near room 121 reading "AUDITORIUM," with a directional arrow pointing toward the right-hand corridor.

She files it away for impending use.

ILLYRIA-F
(sobbing, near hysterics)
They killed him! They killed my boyfriend!
(she looks up at the soldier, wild-eyed)
Oh God...th--they ripped him apart, a--and he was
bleeding, and I told him to hang on, please hang
on, because I needed him...but he died, oh God, he
died, and I'm alone and I don't know what to do!

ANGLE ON - Peeking out from room 117, Gunn and Spike watch the performance, unnerved by the intensity.

GUNN
That's...kinda scary.

CLOSE-UP on one of the soldiers, who's also visibly moved by Illyria-F's performance -

SOLDIER TWO
(to Illyria-F)
Miss, it--it's going to be all right. You're safe
now. Can you tell me where "they" are?

ILLYRIA-F
(wiping away tears)
I--I'm not sure. There was gunfire, a--and screaming,
and everybody was running, and--
(calmer)
I think they went into the auditorium.

Gunn and Spike's POV - while Soldier Two tends to Illyria-F, a mini-battalion of about ten soldiers congregates at the hallway intersection and discusses strategy. They check their weapons, then head off into the right-hand corridor, out of Gunn and Spike's view.

CLOSE-UP - Soldier Two smiles warmly at Illyria-F, empathizing with her trauma, admiring her beauty; suddenly, his expression darkens, and he tightens his grip on his rifle.

SOLDIER TWO
Miss...if you don't mind my asking--what were you
and your boyfriend doing here at this time of night?

Illyria-F stares up at him with ice-cold blue eyes; she LAYS HIM OUT with a savage backhand.

Gunn and Spike approach Illyria-F, who shifts out of "abused victim" guise and back into regular "Fred" mode--neatly pressed skirt and blouse, brunette hair, and brown eyes.

GUNN
That was amazing. Almost believed it myself.

SPIKE
(to Illyria-F)
You sure Fred didn't study Method somewhere
along the line?

GUNN
(urgently; to Spike)
We can talk about this later. Gotta find Rondell
and get the hell outta here.

ANGLE ON - As if on cue, Rondell pops out of Room 121.

RONDELL
Damn well about time! What took you people so long?

CUT TO -

The Fang Gang plus Raef and Rondell approach a staircase near the end of the central corridor. It's locked and has a gate, but Angel breaks the lock easily; everyone races up the stairway as Angel gently closes the gate behind him so that it appears undisturbed.

EXT. SCHOOL BUILDING ROOFTOP - NIGHT

The gang smashes open the access door to the roof, races across the rooftop, then screeches to a halt about ten feet from the edge.

The Fang Gang's POV - it's a thirty-five-foot jump across to the adjoining building and a five foot drop besides.

GUNN
(to Rondell)
Are we doin' this?

RONDELL
(making a face)
Do we have to?

GUNN
You could stick around and talk to the soldiers.
If they don't shoot you first.

RONDELL
(sighing; disgusted)
All right....

CUT TO -

CLOSE-UP - Angel, with Gunn cradled in his arms; Illyria-F, with Rondell cradled in hers.

The camera pulls back, and we see Spike and Raef snickering.

RONDELL
This is embarrassing.

ANGEL
Let's go.

One by one, the Fang Gang (and guest) race for the edge and each make the leap to the next rooftop. Illyria-F and Rondell are the last to land; she sets him back on his feet, and the gang takes off for the access door down to the staircase. As Angel rips open the door, the camera ZOOMS PAST them to peek out over the edge of the building -

There are only two Army jeeps parked on that side of the block, each with two armed soldiers.

CUT TO - Same scene, ground level view. In the foreground, the four soldiers are unconscious - sprawled out on the hood of a jeep, draped over the top of the front seat, or lying face first on the pavement. In the background, we see six figures moving quickly away from the school and into the neighboring business district.

EXT. THE ENTRANCE TO AN ALLEY ABOUT TWO BLOCKS AWAY FROM THE SCHOOL - NIGHT

Angel does a head count as each of the Gang passes through into the alley - Gunn (check), Illyria-F (check), Rondell (check), and Spike (check). Hey, wait a minute....

ANGEL
(to Spike)
Where's Raef?

SPIKE
Huh. Must've split off 'bout a half a block back.

ANGEL
(mentally kicking himself)
I should have killed him while I had the chance.

SPIKE
Well...you were kind of busy back there.

ANGEL
That's no excuse. Next time, no more games, no more
negotiations, no more "recurring arch-villain" crap.
I see a demon--and he's dead.

Illyria-F walks toward the middle of the alley, pulls up a discarded plastic milk crate, and takes a seat. She looks pained, disoriented, as if still shaken up from her "they killed my boyfriend!" performance. Spike walks up to her, concerned -

SPIKE
What's the problem, Blue?

ILLYRIA-F
(staring at Spike, confused)
"Blue"? Spike, w--why are you calling me that?

Angel and Gunn join Spike, and all three men stare at her, equally puzzled.

SPIKE
(uneasy)
You know--Illyria, God-King of the Primordium, etc. etc.?

FRED
Spike, what are you talking about? Illyria died a
year ago.

BLACK OUT.

END OF ACT TWO



Part 2