Chaos Theory

Part 2

(March 13, 2005)

Written by CJL, OnM, and Arethusa
Act Three

EXT. ALLEY - CONTINUED FROM PREVIOUS ACT - NIGHT

Everyone is still staring in utter disbelief at Fred, trying to make sense of her last comment. Angel speaks first, trying desperately to find an appropriate opening gambit -

ANGEL
(measured, quietly)
Illyri...uhh, Fred, are...are you sure that you
didn't get a worse than usual rap to the head back
there?

FRED
(false cheeriness)
No, don't think so. Hard to do that kind of damage
these days, remember?

ANGEL
Humor me. Give me a rundown of...let's make it the
last year or so.

FRED
(puzzled, but willing)
O.K. I, well, there was the....
(she almost chokes on the word)
....change...when I touched Illyria's sarcophagus,
and I--I went a little nuts until Wesley drained the
excess power. I remember my parents visiting, a--and
they liked Wesley so much....
(her face darkens)
I remember killing Izzy. And Vail. And I
remember...I--I remember....

SPIKE
(to Fred)
Easy.
(to Angel)
Do we have to do this?

ANGEL
(to Fred; gently)
Go on.

FRED
(pulling it together)
Then we had the big battle with the demon hordes,
you did the whole "I want to slay the dragon"
thing, and I remember Fasach and the Wa!Jani and
that poor Shaman, the big ugly centipede monster at
the monastery, and Hobbes and Michael and the whole
mess with the internment camp, and then meeting
Faith and the Slayers, and Raef and the demons in
the Chinese restaurant...and I guess that's about
it. Anything else?

Angel suddenly looks queasy and steps back slowly away from Fred, finally breaking his gaze from her eyes. As he turns, he motions with a brief hand movement for Gunn and Spike to join him, moving his lips silently to form an epithet.

ANGLE ON - Angel, Spike, and Gunn, who split off and huddle up. We see Fred looking on from a distance, worried. Before Angel begins to speak, Spike states the obvious question -

SPIKE
(whispering)
What the ever-lovin' bloody hell is going on here?

Angel, half-in-shock, mutters something unintelligible.

GUNN
(also whispering)
Guys, this has gotta be one of her performances.
Right?

SPIKE
Yeah, you'd think--but why? Why go through all the
trouble of putting on this whole dog and pony show
for our benefit? What's her motivation?

ANGEL
Normally I'd think this is some kind of a trick to
keep us off balance, but she's completely out of character
here. I think she really believes what she's
telling us, and that scares the crap out of me.

SPIKE
(realizing)
Maybe this is some kind of psychotic break.

GUNN
What?!

SPIKE
Can't be too surprised, can we? We all know our
resident king-niggit has been havin' some issues
with the whole humanity thing for a long time now.
Maybe this play actin' at being Fred finally
snapped her.

ANGEL
(shaking his head)
An insane demigod. Another problem we just don't
need right now.

GUNN
(quietly)
There's another possibility.

CUT TO a CLOSE-UP on FRED, then -

ANGLE ON Gunn as he looks over at the image of the woman he once loved (and in some ways still loves) and sees the same brunette hair, the same brown eyes, and the same look of scientific curiosity blended with confusion when confronted with something she doesn't understand.

Gunn turns back to Angel and Spike.

GUNN
Maybe that really is Fred.
Maybe she's been inside Illyria all along.

ANGEL
It can't be.

GUNN
(snorting)
Why? Because Sparrow told us she was gone?

ANGEL
(gently)
Because it's impossible.

GUNN
But it makes sense!
In retrospect, I mean, some of the things she's
done. Why she's helped us. I know she's confused
now, and that's understandable, Angel! Her body
destroyed and replaced with a new one, Illyria
messing with her mind. Hard to tell what's real
and what isn't. But my gut's just....

ANGEL
Afraid of another knife getting stuck in it?

Gunn goes from manic to somber in a split-second.

SPIKE
(kindly)
Charley, we know that you've spent more time with
Blue than anyone else, and that for some reason she
lets you in way more than the rest of us.
(beat)
So maybe you've got some special connection to her
that we don't, and damned if I don't want you to be
right, but if Illyria's crackin', we gotta patch
her back together fast.

ANGEL
Gunn, does the image of a nuclear reactor in
meltdown mode mean anything to you?

GUNN
(deflated)
Maybe. I....

SPIKE
(to both Gunn and Angel)
Look it, let's just go with it for now, O.K.? Keep on
our toes, watch her real close, go along with her
new version of reality. Just gotta be prepared, all
I'm sayin'.

They break huddle and turn back to Fred, who's eyeing them suspiciously.

FRED
Guys, what's going on here?
(to Gunn)
Charles?

GUNN
(trying to assure her; failing miserably)
It's going to be all right.

FRED
(realizing; terrified)
You think Illyria is still inside me.

GUNN
(stunned)
Honest to God, Fred--we don't know.

Dead silence.

The sound of RONDELL'S VOICE breaks through the quiet -

RONDELL (o.s.)
(loudly)
What the hell's going on here?
Don't I rate bein' in on the plan?

The three men turn to face the speaker and see him standing right next to Fred, who is staring at them silently and somewhat reproachfully. Rondell moves past Fred and joins them.

RONDELL
(softly now)
While you guys were discussin' whatever it was that
doesn't seem to involve me, I was doin' my part and
watchin' our backs. Got some unfriendlies here, I'm
pretty sure.

ANGEL
Where?

Rondell nods slightly in the direction of one end of the alley.

RONDELL
That way. Didn't actually see anyone, just sensed
some movement. But somethin's up.

Angel and Spike move toward the direction Rondell indicated; just to make sure his bases are covered, Angel motions for Gunn and Rondell to cover the other end of the alley. No sooner do the two teams move away from Fred at the center of the alleyway, when they hear FRED'S VOICE CRY OUT. The four stop in their tracks and turn around in time to see a vampire drop to the ground and grab Fred.

With lightning speed, Spike, Angel, and Gunn rush back toward Fred, but the vamp makes an ATHLETICALLY IMPRESSIVE LEAP onto a nearby service ladder running up the side of a building, and clambers up it with Fred in tow. In mere seconds he's up to the roof and disappearing over the edge, out of view from below.

Angel is just about to leap up the ladder after the kidnapper, when -

VOICE (o.s.)
I wouldn't bother.
He was a champion pentathlete before being turned.
And now, he has no annoying ethical objections to
extensive anabolic steroid use.
I expect he's halfway to downtown with her by now.

ANGEL
(turning to face the speaker)
Wait, let me guess...our friendly neighborhood
vampire lord wants to send me a message.

ANGLE ON - FRANCO, flanked on either side by two vampire henchmen.

FRANCO
(smiling wickedly)
Yes. And I suggest you listen very closely to my
instructions, if you wish to see that girl alive again.
My employer is extremely interested in finding out
exactly how much of Mr. Dobrynin's mystical
legerdemain is floating about in that brain of yours.

ANGEL
Really? My little brain?
I'm touched.

Suddenly, there's the sound of a HUGE FIGHT taking place overhead, with multiple, horrifying SCREAMS and the unmistakable sound of METAL HITTING FLESH AND BONE. Franco's grin vanishes instantly as he looks upward, startled.

FRANCO
What? What's he doing? He can't kill her yet!

SPIKE
(tsk-ing loudly)
Mate, this just isn't your day.

ANGEL
(smiling)
You picked the wrong damn hostage, moron.

Franco and the two vamp henchmen are still staring up at the roofline, where the bloodcurdling cries and sounds of extreme violence continue.

ANGEL
Fred? You O.K. up there?

ANGLE ON - THE ROOFTOP. The upper third of Fred's body appears, leaning over the edge.

FRED
(yelling down)
I'm O.K.! No problem, thanks!

Fred disappears back over the edge, and we hear one final, loud SCREAM that gets louder every second.

Spike, still looking upward like everyone else, calmly takes a few steps backward from the spot he's standing in, and we -

CUT TO - The vampire "kidnapper" CRASHING TO THE GROUND where Spike was just standing with a sickening CRUNCH that makes both Franco and his henchvamps visibly flinch. The now seriously-smooshed undead guy groans painfully, tries to struggle to his feet, but drops back onto the concrete.

SPIKE
(mock-wincing)
Ouch. Been there, ya know. Not real fun.

Seconds later, Fred lands gracefully on the ground right in the middle of the group, completely unscathed by both the fight and the thirty-foot leap back to the ground level that followed. She looks over in Franco's direction and breaks into a broad grin.

SPIKE
(grinning broadly also)
Fun for her, though, I bet.

Angel strides confidently over to Franco, who is starting to back away, along with his 'protection'.

ANGEL
I've got a few instructions of my own.


INT. THE ELECTRONICS WAREHOUSE - NIGHT

There are about twenty or so employees buzzing about the docking area, hard at work moving cargo. A WAREHOUSE SUPERVISOR (wearing a white smock and carrying a clipboard) is talking to the Manager, and we now get a clear view of the head man - about six feet tall, gaunt, with sunken cheeks, grey eyes, and long silver hair.

SUPERVISOR
Sir, I have to tell you--I'm getting nervous. You
know that Franco always checks in when he's on a
scouting mission, every hour on the hour. We
haven't heard from him in two.

MANAGER
Hmm....disturbing. If he doesn't report within
another half-hour, send out a search party. Is
Johansson ready at the checkpoint?

SUPERVISOR
He's waiting. All the equipment is set up. But it
doesn't do us any good if there's--

Before the Supervisor can finish the sentence, a FLYING POWERBOOK clocks him on the skull, knocking him unconscious. All work stops. The Manager scans the warehouse for the source of the projectile, and sees -

CUT TO - The door of the warehouse. The ASSEMBLED FANG GANG, waiting to say hello.

ANGEL
(incredulously; to the Manager)
Hargrove?

SPIKE
(rolling his eyes)
You have got to be kidding me.

GUNN
(looking over at Angel)
One of your old running buddies?

HARGROVE
(with a small, sad smile)
No, Mr. Gunn. Never that.
It is true that we ran together for a brief while,
enjoying the thrill of the hunt, the fleeting
moment of the kill. Alas, we were never as one
in spirit, and destiny has since called us onto
vastly different paths.

ANGEL
(nodding)
Yeah, Hargrove all right.

SPIKE
(to Gunn)
Same pretentious git with delusions of grandeur.

He turns to address Hargrove.

SPIKE (cont.)
Y'know, Elric of Chickenbone, I really thought you
would've staked yourself by now, what with having
to endure the terrible burden of your precious destiny.

HARGROVE
(smiling)
I manage.

ANGEL
Super. Can we cut the crap now, and get to
business?

HARGROVE
But of course.

A group of about ten VAMPIRES surrounds Angel and the Fang Gang.

HARGROVE
(confidently)
If you'd be willing to submit to a relatively quick
but painful psychic examination, I promise that I
will allow some of the less powerful members of
your group to survive. Not without damage, of
course, but they will live. If you resist, I will
let you watch as I rip them to shreds, one by one,
until you submit.

ANGEL
(calmly)
Interesting offer. I was going to suggest that if
you and your boys agree to abandon ship right now,
I'd consider giving them a fair and balanced twenty-
second head start before I kill them all.

Hargrove looks completely bemused.

HARGROVE
You must be delusional. At the moment, this is
vampire headquarters for Los Angeles. It's five
against more than thirty. For all practical
purposes, you're alone out here.

CLOSE-UP ON GUNN, who has been watching and listening to the conversation between Angel and Hargrove intently. He closes his eyes briefly, concentrates. We don't see his mouth move as we hear his voice say -

GUNN (v.o.)
Is everything ready?

VOICE (v.o.)
We're good to go.

EXT. UNDER THE MARQUEE OF THE LOEWS STATE THEATER - NIGHT

We see BRIAN, eyes closed, concentrating with all his strength.

INT. THE ELECTRONICS WAREHOUSE - NIGHT

Angel turns away from Hargrove and glances at Gunn.

REVERSE ANGLE as Gunn nods.

Suddenly, we hear movement coming from above.

Hargrove and several of the vamp guards look at the ceiling.

CUT TO a series of shots - A HALF-DOZEN MEMBERS OF FAITH'S SLAYER TEAM pour into the building through multiple entrances.

Caught unawares, the guards surrounding the Fang Gang hesitate and the Slayers make quick work of DUSTING THEM before dropping back into formation behind Angel.

Hargrove's mouth drops open in astonishment.

Angel turns to face the Slayer team.

ANGEL
(smirking)
Take 'em all.

MASSIVE MELEE. Spike and the Slayers fight like a well-oiled machine, Angel does a classic S1 double-staking, Gunn is in hog heaven, pounding vamps like the old days, and Fred...well, Fred is holding her own--but even as she backhands a vamp into a column of iPods, she stumbles back, reeling from -

QUICK-CUT TO - psychic flashes of herself as Illyria-in-battle.

She shakes it off, and hurls another attacking vamp head first into the driver's side door of a nearby forklift.

Meanwhile, Hargrove throws aside one of the newbie Slayers, and sees -

RONDELL, his back to Hargrove, fighting one of the henchvamps.

Hargrove spins Rondell around, and is about to give him a big juicy bite, when THEIR EYES MEET.

CLOSE-UP - Hargrove's eyes go wide with shock.

CUT BACK TO - FRED/ILLYRIA POV - The flashbacks of Illyria are coming in faster and with blinding intensity -
ILLYRIA (BLUE) fighting the demon hordes in the alley, the raiders on the Wa!Jani camp on Fasach, the tentacled demons outside Michael's antique shop, and the centipede demon inside the monastery.

ILLYRIA (original demonic/god form, as depicted in Wolfram and Hart reference books) fighting another demonic species, millions of years ago, backed by its army, slicing and hacking, decimating the opposition.
ANGLE ON - FRED/ILLYRIA'S FACE, LOOKING BLISSFUL, then -
ILLYRIA (BLUE) WITH WESLEY, (from "Shells") looking at the dusty remains of her once great rule, then Wesley pointing a gun at her head.
CUT TO - Current fight scene POV as two henchvamps GRAB FRED and SMASH HER BACK HARD into the nearby concrete block wall of the warehouse. Bits of concrete and dust float down from around the spot where her head strikes the wall. Barely after the moment of impact, we -

SMASH CUT TO -
The same previous shot of God-King Illyria with its (still-living) army endlessly behind it.

CUT TO an image of Wesley's head and upper body, posed as if still aiming the gun, out of frame, at Illyria's head. The expression on his face is one of utmost kindness.

CUT BACK TO the infinite-army shot. We hear a loud CLICK, like a trigger being pulled. The image turns progressively grainy, like a very old photograph, then fades to a pale grey fog and then blackness over three seconds.
SMASH CUT TO - FRED/ILLYRIA'S FACE, LOOKING CONFUSED/DEVASTATED, then -

CUT TO - A THREE-SHOT with Fred/Illyria and the two henchvamps, POV from just behind the vamps.

Fred stands frozen, seemingly stunned, and the vamps immediately take advantage--first the two who threw her against the wall, and then others. As they come at her in bunches, she seems unable or even unwilling to fend them off completely.

CUT TO - Gunn, who sees what's happening to "Fred."

GUNN
(alarmed)
Fred...Fred! You can do it!
You have the power! Kill them!

ANGLE ON - Spike, still engaged with his own opponent. He overhears Gunn yelling and turns to see what's going on. As he does, his foe take the opportunity to BLINDSIDE HIM, and Spike tumbles to the floor, wincing from the blow. Nevertheless, he swings a leg around and trips the other vampire, who falls on the floor beside him. A quick rolling move, and Spike swings one arm around and slams his stake home in the vamp's chest. The vamp explodes, and we see, through the dissolving dust cloud, the VAMPS SURROUNDING FRED, pounding on her, without the blows being returned. "Fred" falls to the floor, the vamps piling on top, still beating her mercilessly.

SPIKE
(loudly)
Illyria! You're a god!
Those vamps are nothing to you, less than nothing!

FRED
(screaming from beneath the pile of vamps)
I am not that thing!
I AM NOT THAT THING!!

Spike starts to get up off the floor to go help when another henchvamp slams him down, banging his face into the hard concrete.

ANGLE ON -

FRED
(weakening)
...not...that...
(pause, another fist strikes home)
...not....

Spike begins wrestling with the new vamp, who's incredibly strong.

SPIKE
(desperately)
Angel! Get your ass the hell over there and help....

CUT TO - Angel decks his opponent and starts over to help Fred.

Abruptly, the pile of vamps begins to shudder and then EXPLODES OUTWARD, bodies flying all over the room. A LONE FIGURE rises gracefully and powerfully from the floor, expression all determination and channeled anger.

It's ILLYRIA, GOD-KING, BADDER AND BLUER THAN EVER.

ILLYRIA
(contemptuously)
Vermin.

Hargrove and five other vamps decide to cut their losses and run. A few unfortunate night shift employees run interference so they can get away--and get staked for their troubles. The dust settles. Angel, Gunn, and Spike are all staring at Illyria.


INT. THE LOBBY OF THE LOEWS STATE THEATER - NIGHT

The camera PANS slowly around the room. We see two of Faith's Slayer cadre, Jacki and Princess. Jacki is petite and olive-skinned. Princess is taller and huskier and dressed in camouflage pants and a brown military-style undershirt. The pan continues past Rondell, Chain, Tito, Anne, Illyria, Gunn, and Spike and finally comes to Angel, who is back at his "I'm your leader" spot in front of the concessions counter. Everyone falls into their previous positions from Act One, except for Rondell, who's standing behind the counter, next to the soda dispenser.

ANGEL
You did good work, people.

JACKI
Felt good.

ANGEL
But we're not finished yet. Hargrove's been
crippled, but he's not dead.
We're going in to finish the job.

GUNN
Going in where, exactly?

ANGEL
Now that we know Hargrove was working out of an
electronics company, we can follow the paper
trail, and check out any other subsidiaries and
holdings in Pasadena or Los Angeles. Hargrove and
his crew are bound to be working out of one or maybe
all of them. We do the legwork, find out which rock
they're hiding under, and we kill them all.

TITO
Raef and Takahashi gonna owe you big time, man.

ANGEL
They're not going to "owe" me anything, because
they're next. Raef took a major hit tonight. He
lost at least a dozen of his best muscle boys and a
main base of operations. He's going to need to
reorganize. Once we're done with Hargrove, we go
down south--Compton. Hawthorne. Gardena. We shadow
the military boys while they're shadowing the
demons. When they drive the demons into the deep
holes, we'll be waiting there to wipe Raef and his
men off the map.

Angel continues talking off-screen as Illyria turns her head ever-so-slightly towards Gunn -

ILLYRIA
(aside to Gunn)
At last. He has finally come to appreciate the
wisdom of my counsel.

GUNN
(aside to Illyria; uneasily)
Yeah. This does sound like your kind of plan,
don't it.

ILLYRIA
It is the only possible option in our current
situation. Without overwhelming numbers, we must
attack relentlessly and without mercy--these demons
shall quake with fear at the very mention of our names.

She sees Gunn frown.

GUNN
I dunno. I mean, I see the tactical advantage
we have here, and it's not that I'm afraid to take
the initiative and score one for the home team.

ILLYRIA
Then what is your objection?

GUNN
It's how we went about it, going it alone.
We pretty much told several factions who could have
been cooperative to piss off, that we didn't need
their help.
That kind of thing is just bad strategy, and someday
we might need more than just a military solution.

ILLYRIA
All solutions are ultimately military in nature.


INT. HARGROVE'S "CHECKPOINT A" - A FUNERAL PARLOR - NIGHT

Hargrove storms into the place, blowing by several henchvamps, his face grim and determined. He heads back to the manager's office, and sits down at a laptop. He hits a few keystrokes, and listens--with growing apprehension--to a STREAMING AUDIO FEED of General Angel promoting his new War on Demons.

ANGEL (v.o.)
....our main advantage is daylight. We should take
it. If Hargrove hasn't changed too much since the
old days, he'll be hanging out at death-related
businesses--morgues, mortuaries, mausoleums,
hospitals, clinics.
(beat)
Jacki, once we get that list of properties, I want you
and three of the other Slayers to go out to Pasadena and--

HARGROVE hits a few more keystrokes, and the audio feed jumps back to the previous exchange between Angel and Tito about "Hargrove first, and Raef and demon tribes next." While Angel is talking, Hargrove yells out to a nearby henchvamp -

HARGROVE
Johannson--get in here.

A henchvamp quickly enters the office.

JOHANNSON
Boss? What's wrong?

HARGROVE
Get a scouting party together and find Raef.
Find a neutral spot and arrange a meeting.

JOHANNSON
(shocked)
Boss, you're kidding, right? Raef?
There's no way he's gonna cooperate.

HARGROVE
Don't take no for an answer, but don't kill him.
Just get him to meet me. I'll explain later.


INT. THE LOBBY OF THE LOEWS STATE THEATER - NIGHT

ANGEL
...and we'll work towards the downtown area from there.

GUNN
Angel, what about Takahashi?

ANGEL
(to Gunn)
That's not going to be easy. But you know every
last square foot of his real estate holdings.
They've got no place to hide.

ANNE
(horrified)
Angel, you're not suggesting--

ANGEL
I don't kill humans. If I can help it. But this
town is never going to recover if Takahashi stays
in control of the west side. One way or another,
he's leaving, and if the werewolves get in my way--
well, I'm not going to promise anything. All
options are still on the table.

ANNE
Then let's think this over before we do anything
we'll regret.
(she sighs in exasperation)
Angel, listen to me. I'm not saying I want demons
and werewolves running the city, but...Takahashi
was going to declare a truce. He wanted to work
with us. If we take him up on the offer, we might
be able to cut years off the rebuilding process--
restore services, bring in medicine, save lives.
Isn't that worth it?

ANGEL
(beat; thinking it over)
No. I spent too much time at Wolfram and Hart
bending over backwards to accommodate the worst of
the worst, compromising my principles, doing things
the Senior Partners' way, and I'm not going to go
back to that. Not now, and never again.

ANNE
(blinking in disbelief)
Do you really believe that trying to prevent
violence and keep innocents from getting hurt is
the "Senior Partners' way"?

ANGEL
(sighing deeply)
Anne, I know you're trying to protect your kids,
and I admire you for that, I do. But you just don't
see the big picture. Takahashi might still be
connected to Wolfram and Hart. A formal truce with
his people would just be going back to the same old
gray zone as last year.

GUNN
(exasperated)
Angel, this isn't last year. We're not talking
about the Circle of the Black Thorn. This is a
local slumlord who just happens to be a werewolf.
We can find another way to take him down without
going ballistic.

ANGEL
(astonished)
I'm not hearing this. Are you really speaking up for
a client of Wolfram and Hart?

The entire room stares at Gunn. Gunn sheepishly sinks back into his seat.

GUNN
No. 'Course not. I....

Gunn's voice trails off, and the group switches focus back to Angel.

ANGEL
Any other objections? Seriously, let's hear 'em
now.

ANNE
(to the group)
So everybody else is fine with this?

Anne's POV - she studies the many different faces of dear friends, acquaintances and even former enemies (Spike), one by one. Some show sympathy, but no one speaks openly in support of any other alternative.

ANGEL
All right. That's settled.
(moving along...)
So, here's my general outline of where we are, and
where we need to go. If anyone has specifics to go
over, let's hear your thoughts. Everyone here has
their own talents, and we need to optimize our plan
along those lines.


INT. HARGROVE'S FUNERAL PARLOR - NIGHT

We hear Angel's voice on Hargrove's computer, and then as a voice-over, as we cut to images of Hargrove's peace initiative going forward with chilling success.

CUT TO - We see Hargrove and his henchvamps talking with Raef and BUCON, the massively-muscled, crimson-colored demon lord from 6.7.

CUT TO - Hargrove and Raef approach a suspicious Jennifer Takahashi in the shadow of her grandfather's office building.

CUT TO - A grand summit of WEREWOLF, DEMON, AND VAMPIRE in the 21st floor conference room with the old man himself. Angel's voice is now droning out of an iPod in Hargrove's hand.

ANGEL (v.o.)
"One way or another, he's leaving, and if the
werewolves get in my way--well, I'm not going
to promise anything. All options are still on the
table."

Hargrove clicks off the iPod.

HARGROVE
So is it agreed?

RAEF
Agreed.

TAKAHASHI
This is still very troubling. Angel represents a
formidable force, and up to this time he has not
been a committed enemy of my clan. This could
backfire horribly for us.

JENNIFER
Grandpa, you tried negotiating, but it didn't work.
Face it--he's coming for us, sooner or later. We're expendable.

HARGROVE
Mr. Takahashi, at the very least, we need to be
able to move through your territory.

TAKAHASHI
(reluctantly)
Very well. You may move freely throughout our
territory. I will leave the commitment of my clan
up to each individual, but all will be instructed
to avoid conflict unless provoked.

RAEF
So when do we move?

HARGROVE
Tonight. I would prefer to wait a few more days to
gather some additional forces, but we may never get
another chance.


INT. THE LOBBY OF THE LOEWS STATE THEATER - NIGHT

Angel has finished his general strategy and is now assigning people to organize weapons and assemble strike forces. Rondell starts to edge his way out from behind the counter toward the front entrance of the theater.

RONDELL
(general announcement)
Listen, I'm going to round up the rest of the
troops. Bring 'em up to speed on the action.

ANGEL
(to Rondell)
Whoa, hold up there. We're not even close to
finished. Let somebody else do the gopher work.

RONDELL
(calmly)
Look, some of these people are still nervous about
taking orders from a vamp. You need somebody they
trust to get 'em in line.

Rondell continues to edge toward the front entrance.

ANGEL
(walking toward Rondell; puzzled)
What are you talking about? The Slayers had no
problems with me tonight. The civilians don't love
me, but I think they trust me. If this is some kind of--

Angel reaches out for Rondell's shoulder. As he makes contact with Rondell, he's suddenly struck by the same RUSHING ROAR OF BLOOD in his head that he felt in the school hallway. Suddenly, inexplicably enraged, Angel WHIPS RONDELL AROUND and FLINGS HIM AGAINST THE WALL separating the lobby from the main theater. Angel vamps out, and before anybody can stop him, he BITES DEEPLY INTO RONDELL'S NECK.

GUNN
(aghast)
Angel! What are you--

Spike makes a dive for Angel and reaches him at the same time that Gunn does. They wrestle with separating the two men, finally pulling them apart. Oddly, Angel is making a pained face that suggests he just tasted something incredibly vile, and the wound on Rondell is barely bleeding despite the ferocity of Angel's attack.

GUNN
(still in shock)
Have you lost your mind??

ANGEL
No.
(beat, pointing at Rondell)
Look.

To their horror and revulsion, the entire room watches as "Rondell" OPENS HIS MOUTH INHUMANLY WIDE (think - the First Evil in CWDP), and in a grotesque parody of birth, a HUMAN HEAD emerges from the opening, followed by the CORPSE of an adult human being, looking "digested" in exactly the same way as the werewolf in Act Two.

As the human body emerges, "Rondell" SLOWLY MORPHS INTO DEMONIC FORM, a four foot tall toad-like creature with cold, black eyes and shiny, translucent skin. When the "birth" and transformation are complete, it's obvious that the almost unrecognizable corpse lying on the floor is Rondell.

Angel grabs the Kir Ma'alesh by the throat.

The creature smiles--a horrible, lopsided, toothless grin. Angered, Angel tightens his grip on the creature's throat, but it doesn't seem to affect the beast, other than distorting the "smile" into a still greater grotesquerie. It then speaks--in a low, slow, monotonal voice that doesn't come out of its mouth, but from fleshy slits that cover the back of what would pass for shoulders -

KIR MA'ALESH
Youuuuuuuuuuu aaaaaaaaarrrrre allllllll deeeeeeead.

BLACK OUT.

END OF ACT THREE
Act Four

INT. THE LOBBY OF THE LOEWS STATE THEATER - NIGHT

The KIR MA'ALESH, slithering like a toad, squeezes out of Angel's grasp and does a quick end run-around Angel. Tito grabs for it and misses badly; the creature literally hops onto Gunn.

GUNN
(grimacing)
Ugh!

Using him as a springboard, the Kir Ma'alesh SOARS over the rest of the group.

Spike follows its trajectory.

His POV - The creature lands in front of the popcorn machine and arcs left toward the front entrance of the theater, but before it can hop away, Spike reaches over, grabs it by the leg (flipper?) and tries to reel it in.

CLOSE-UP on the demon's leg, as it sloooowly slides out of Spike's grip. The Kir Ma'alesh is just about free when we switch to -

THE DEMON'S POV - Angel approaches it, axe in hand. He swings the axe high for maximum impact, and then down.

BLACKOUT.

FADE UP TO -

Anne, in shock and wobbly, staggers toward Rondell's body and drops to her knees. The corpse is badly mutilated from the demon's digestive acids. She reaches out as if to touch him, but can't bring herself to make contact.

ANGLE ON Gunn, pacing the carpet and shaking his head.

GUNN
Rondell was the spy? How? For how long? Days,
weeks?

ANGEL
Hours.

As Angel explains, we QUICK-CUT TO a series of BLACK-AND-WHITE FLASHBACKS of the school building from Act Two -

A solider shoots Alyse Montenegro.

ANGEL (v.o.)
Back at the school, the werewolf was hit by a
soldier's bullet and ran off.

The Kir Ma'alesh darts away from Montenegro's body and skitters down the hallway.

ANGEL (v.o.)
So the Kir Ma'alesh needed to find a new body.

The demon sees Rondell through the open doorway of room 121, and slithers after him.

ANGEL (v.o.)
Dobrynin's spell must have kicked in when it left the host.

Angel has his EXCEDRIN HEADACHE in the school corridor.

ANGEL (v.o.)
But I couldn't react in time....

CUT BACK TO - Angel.

ANGEL
...and that's when it got Rondell.

ANGLE ON Anne, who is covering Rondell's body with a worn blanket.

WIDE ANGLE on the entire group, as their attention is captured by a LOW, AMBIENT BUZZ, which quickly changes into the voice of -

BRIAN
(urgently; telepathic v.o.)
Everybody? We've got trouble. Something's coming.

GUNN
(telepathic v.o.)
Human or demon?

CUT TO -

INT. LOEWS STATE THEATER SECOND FLOOR - NIGHT

We see Brian looking out of a second story window, first in one direction, then in another. We can see fear and concern in his eyes.

BRIAN
Demon. Every kind you can imagine. Dozens...maybe
hundreds. All directions.


INT. LOEWS STATE THEATER LOBBY - NIGHT

SPIKE
(to Angel)
Pre-emptive strike.

ANGEL
That's impossible--there's no way it could have
relayed our plans back to Hargrove.
(pause)
Unless....

FLASHBACK - A sepia-toned "photographic memory" of the electronics factory. Spike, Gunn, Illyria, and the Slayers stand victorious in the middle of a loading area full of vamp dust. In the distance, Rondell exits Hargrove's office.

QUICK-CUT TO another FLASHBACK - the war room strategy session of a few minutes before; out of the corner of his eye, Angel "sees" Rondell standing near the soda dispenser.

Angel walks over to the soda dispenser, examining every inch, then lifts the drainage grate.

CLOSE-UP on an electronic "bug" attached to the grate.

Angel pries the bug off the grate and fires it at the wall dividing the lobby and the theater. It SHATTERS into a million pieces.

CUT TO -

EXT. LOEWS STATE THEATER - NIGHT

ANGLE ON - The marquee.

Brian crawls out of a second story window and onto the top of the marquee. He looks out into the distance.

QUICK SHOTS of the DEMON ARMY approaching from north, south, east and west, weapons in hand.

ANNE
(telepathic v.o.)
Brian, call the other Slayers and tell them to
get all the civilians out of the area.

BRIAN
(telepathic v.o.; shaky)
It's too late.

INT. LOEWS STATE THEATER LOBBY - NIGHT

Angel, Gunn, Spike, Jacki, and Princess load up on weapons. The camera swings over to Tito and Chain, who confer quietly and briefly, then follows Tito, who walks behind the counter and pulls out an almost perfect replica of Gunn's old HUBCAP AXE.

TWO-SHOT - Tito hands the axe to Gunn. Gunn grins, eagerly looking over the weapon.

GUNN
My axe!

TITO
As close to it as we could get.

Gunn tests the grip and gives it a few swings to get a feel for its weight and balance.

CHAIN
We were going to varnish the handle, but what the
hell--it won't do you any good still in the
wrapping.

The camera swings again, to Anne.

ANNE
(loudly)
C'mon, everyone! Evacuation plan--down into the sewers.

Armed and ready, Spike, Angel, Illyria, Jacki, and Princess head for the exits. Gunn and Anne look at each other for a long moment, neither saying anything, each knowing it could be the last time they see each other. Anne turns and heads down the staircase to the basement, Tito and Chain right behind her; Gunn grips his brand new toy tightly and joins the others.

EXT. THE STREET - NIGHT

Angel turns and faces the troops.

ANGEL
Keep the demons away from the theater and the
residential buildings. Give the civilians time to
clear out underground.

GUNN
Demons could be waiting underground.

ANGEL
Probably not. Even if they remembered the sewer
tunnels, they won't want to split their manpower.
We're the threat, and they know we're out here on
the street. They're going to throw everything
they've got at us.

Spike turns to Gunn.

SPIKE
Another battle to the death against an unstoppable
demon army.

GUNN
Yeah, it's getting old. Especially for those of us
who aren't immortal.

QUICK SHOTS of the demon army--coming from all sides, filling the alleys near the theater, leaving no avenue of escape.

ANGLE ON Brian, still posted on top of the marquee.

BRIAN
(telepathic v.o.)
Listen carefully, I want to try something. I won't
be able to help everyone pick off individual
opponents, because the action will be happening too
fast. But I can set up a sort of "peripheral"
telepathic link, letting each fighter see everybody
else's view of the battlefield with a kind of second
sight. If you're in the right position, you'll be able
to see opponents coming from any direction.

Angel looks up at Brian and nods his approval.

The group splits off and take their positions - Gunn and Illyria protecting the LOEWS State; Angel and Princess standing guard outside the apartment building on one side of the street; Spike and Jacki walking down to the end of the block and setting up in front of the apartment building on the other side.

QUICK CLOSE-UP of each our main players, all tensing for combat....

The FIRST WAVE hits.

The demons hit hard and fast, groups of about twenty striking at each group of our heroes. But Brian's "peripheral" telepathy gives the Fang Gang a huge advantage - Spike and Jacki, fighting back-to-back, pick off opponents from every conceivable direction, slashing and hacking them to ribbons before they can even approach their target.

SECOND WAVE - While the Fang Gang is busy in hand-to-hand combat, a mini-squadron of vamps-on-hogs--led by Raef on a custom Harley--ROARS DOWN the length of the street and tosses MOLOTOV COCKTAILS into every entrance. Gunn watches helplessly as a gout of flame shoots out from the doorway of the theater.

GUNN
Anne!

Illyria SLICES THE HEAD OFF a demon barely a second before he splits Gunn in half.

ILLYRIA
Focus on the battlefield, human!

CUT TO - Angel and Princess fighting on street level. The other baby Slayers in residence--Cali, Susan, Duena, Nyoko, and Christina--lead a group of twenty non-powered "civilian" fighters down the fire escape of their building. WEREWOLVES clamber up to the fire escape to cut them off, but Cali, Duena, and Nyoko whip out the crossbows, and shoot them off the railings. A sextet of VAMPS take their place, but Susan, Christina, and a few of the civilians break out the super soakers and spray them with HOLY WATER. The vamps drop back down to the alley and run for it, screaming in agony.

The Slayers and their friends hit the street just in time to meet the THIRD WAVE of the demon horde. It's a madhouse - the entire block is choked with combatants. All the buildings are in FLAMES.

Brian, watching from his lonely outpost, winces at every blow and withers from the pain he senses from the telepathic link to his friends. He hears a CACOPHONY OF VOICES yelling warnings, threats, and battle cries. Suddenly a much louder and closer voice drowns out the others. Brian stiffens in fear.

Hargrove is standing behind him and bends to whisper in Brian's ear -

HARGROVE
(silkily)
It hurts, doesn't it, boy?

Brian nods, terrified.

HARGROVE
(with mock sympathy)
All that pain, and there's nothing you
can do to stop it. But I can make the pain
go away. Would you like that?

CUT TO Angel, fighting below. He glances up and sees -

Hargrove grabs Brian by the throat and drags him away from the edge of the marquee roof.

Angel crashes through the mini-battles in front of him, and does a patented, AtS TWENTY-FOOT LEAP up to the rooftop.

HARGROVE
(taunting)
You know, Angelus, I have to thank you. Before tonight,
I never would have dreamed of an alliance with the demon clans.

Hargrove SNAPS BRIAN'S NECK, letting the body drop to his feet.

HARGROVE
(smiling)
But you made it all possible.

Angel VAMPS OUT and ROARS with anger, leaping at Hargrove.

CUT TO the street fight - Brian's death throes send a TELEPATHIC SHRIEK through the minds of the Fang Gang and friends. Each of them stops in their tracks, grabbing their heads in pain.

The demon horde quickly takes advantage of the distraction--Cali is slashed across the back by the swipe of a werewolf claw; a well-thrown hunting knife embeds itself in Duena's shoulder; BUCON, cheered on by his warriors, grabs a civilian fighter, lifts her high into the air, and tosses her through the first floor window of one of the burning buildings.

SLOW-MOTION MONTAGE - one by one, the Slayers fall--Christina, Nyoko, Cali, and Duena--bloodied, battered, slashed, and stabbed. In front of Spike's horrified eyes, a vampire sinks his teeth into Jacki; her legs buckle out from under her. Spike, howling, desperately tries to fight his way through the crowd, but he can only watch from a distance as the vamp slings an unconscious Jacki over his shoulder and disappears into the night.

Susan, Princess, and a few civilian fighters are still on their feet, but for the most part, it's our main cast against what's left of the demon horde. Gunn and Illyria haven't slowed down at all, taking out demons at a furious pace. Gunn channels his anger and frustration into devastating swings of his axe; Illyria batters her opponents with a cold, inhuman rage.

Illyria's POV - the demons attacking her appear as Cyvus Vail, Professor Seidel, and the Pylean magistrate from "Through the Looking Glass."

CRANE SHOT (normal speed) - The fight is winding down. Now that there's almost nobody left to save, it's time for the ARMY TROOPS to finally arrive and clean up the mess. Jeeps approach from both ends of the block, and most the remaining demons immediately break rank and retreat into the alleyways.

Angel, still in combat with Hargrove, looks down and sees -

Spike, Illyria, and Gunn peeling out with the demons. Spike stops, looks up at the marquee, and calls out -

SPIKE
Angel! Come on!

Angel turns back. Hargrove is gone.

Angel leaps down off the rooftop, and weaving around the bodies littering the street, barely makes the alley before the soldiers set up and open fire on the demonic stragglers.

EXT. THROUGH THE ALLEY AND TWO BLOCKS EAST - NIGHT

Angel reunites with his team. The demons have scattered, but the soldiers are still hot on their trail. The Fang Gang races for the nearest manhole, and quickly slip down into the sewers.


FADE TO -

INT. MONASTERY BASEMENT - DAWN

Spike and Angel crawl out of the underground entrance and collapse into the chairs in the workshop/sitting room without turning on a light. The only light source is from Hobbes' room, and the silent monk materializes almost immediately. His face creases with concern, as if to ask, "What happened?"

SPIKE
(to Hobbes)
You don't want to know.

Spike lights up a cigarette.

SPIKE
Tell you what, though--you know that fifteen year-old
single malt we found in the pantry?

Hobbes nods.

SPIKE
We could use it.

Hobbes goes to fetch the scotch. Spike and Angel sit alone in the darkness.

SPIKE
You all right?

ANGEL
Couple of cuts and bruises. You?

SPIKE
Bugger nearly cut my leg off, but it'll heal. Gunn
and Illyria?

ANGEL
Looks like they're not back.
(beat)
Think Anne and the kids made it out?

SPIKE
No trace of 'em down there. That's a good sign,
innit?

ANGEL
I think...I hope.
(beat)
Was that really Fred?

SPIKE
No. Maybe. Who the hell knows?

Awkward silence.

ANGEL
God. What happened out there?

SPIKE
We got a right sound thrashing, that's what
happened.

Spike struggles to lift his arm, then tosses his sword into the corner of the room, off-screen.

SPIKE
Come on--you didn't think it was gonna be all one
long march to glory in this Brave New World, did
you? It's just like Blue said--sometimes, things
just snowball on you, and there's not a bloody
thing you can do about it.
(pause; thinks for a moment)
Still....

ANGEL
(muttering to himself)
I could swear that was a rhetorical question....

SPIKE
Would it've killed you to slow down and listen to
Charley for a minute? Or Anne? I mean, you get into
these "no quarter, no retreat, no surrender" moods
o' yours and we all wind up royally screwed. It is
possible that if we concentrated on helping people as
much as smiting bad guys, we might get a lot more done.

ANGEL
Spike--I'm not going to back down to the Senior
Partners now. We've accomplished so much,
sacrificed so much, we can't start sucking up to
the same demons who are dragging humanity towards
the apocalypse.

SPIKE
You can't be sure the Senior Partners had anything
to do with this.

ANGEL
I know they're out there. Testing the waters,
searching for allies, waiting to put the world back
together the way they want.

SPIKE
You keep saying that, but how d'y'know? You don't
have the visions and the Powers that Be behind you
anymore. You don't have any guidelines.

ANGEL
I don't need the Powers that Be to do what I know
is right.

SPIKE
(sarcastically)
Right. Because in the one hundred years before they
came for you in that alley, you did so spectacularly
well on your own.

ANGEL
Do you have a point, Spike?

SPIKE
You're on your own again. And when you came up
against it, you went with what got you through
before. It's understandable. Nobody's blaming you
for that. But it's all right to admit you're not
sure what you're doing. Big, scary world out there--
even for monsters.

Angel visibly bristles at that last one.

ANGEL
"Scared" has nothing to do with this.

SPIKE
Wait. I wasn't saying that--

ANGEL
I don't need this crap from you, Spike. I don't
need your condescension and your usual brand of
half-assed psychoanalysis, and I'm sick of you
spouting off these so-called "insights" like you've
got a backstage pass to my brain. Guess what? You don't.
(wearily)
Just shut up and let me think.

Spike takes that in for a moment, then chuckles.

SPIKE
Fine. I'll shut up now. That make you happy?

ANGEL
(acidly)
It'll make half the world happy.

Hobbes arrives with the scotch. Spike gets up from his chair, grabs the bottle from Hobbes' hand, and storms out.

TWO-SHOT - Angel and Hobbes, alone in the shadows of the monastery workshop. The camera DOLLIES BACK, neatly framing the duo in the center of the screen, and -

BLACK OUT.

THE END



Comments?


Written by    CJL, OnM, and Arethusa
Executive Producer/Director         Masquerade
Senior Script Editor         Anom
Main Credits photo credit         Alliterator

Angel           David Boreanaz
Gunn           J. August Richards
Illyria           Amy Acker
Spike           James Marsters

Anne           Julia Lee
Rondell           Jarrod Crawford
Chain           Maurice Compte

"Angel the Series" is the property of
Joss Whedon and Mutant Enemy.
No copyright infringement intended.