Mutant Existential Scoobies presents

Angel: the Series Season 6

Episode 14

The Order of Things

Part 1

(October 05, 2005)

Written by El Linchador and OnM
Teaser

PREVIOUSLY, ON "ANGEL" -

- Scenes of UTTER DEVASTATION around Los Angeles.

- DEMONS RIOT against the human military in a demon internment camp.

- SLAYERS and CIVILIANS battle against vampires, werewolves, and demons outside the Loews State Theater.

- Rooftop shot looking down - Angel walks among the human and demon BODIES that litter the street. Soldiers open fire on demon stragglers.

- LONG SHOT of Gunn and Lorne receding through a sewer tunnel.
GUNN
I'm not Wolfram and Hart, and I'm not Angel. But I am
serious about doing something to end all this death.

LORNE
You're a great man of our time.

- FRED sags in Spike's arms in the hallway of the monastery.
FRED
Get this...thing out of me!

- ILLYRIA gazes at Spike menacingly in the same hallway.
ILLYRIA
I've been weak, letting those memories infect me
like a disease.

- IMAGES of Angel, Spike, Gunn, Illyria, and FRED in a forest, dressed in Elizabethan-era costumes of soldiers, a king, and a lady.

- Illyria, once again dressed in her normal bodysuit, faces down the flamboyant OBERON, King of the Faerie.
OBERON
You can blame the infection of Winifred Burkle all you want
for the sensations and emotions you're feeling, but the point is...
(he pauses to eat a grape)
...they're all yours. And the sooner you adjust to the fact
that you're part of the human world, the better off you'll be.

ILLYRIA
Your tawdry melodrama has revealed nothing worthwhile.
(beat)
I had forgotten your penchant for foolish storytelling.

OBERON
(smiling)
Take your time, dear Illyria.
You'll have plenty of it to learn your lesson.

- Spike, Angel, and Gunn, also once again in their normal clothes, stand beside Illyria in Griffith Park, gazing at each other, puzzled.
ANGEL
It was an illusion, people. No point in getting all misty over it.

SPIKE
(to Angel)
Yeah, we know you miss her, too.

FAMILIAR FEMALE VOICE (o.s.)
Uh, guys?

CUT TO FRED, wearing a black mourning gown, emerging from the trees behind them.
FRED
What are you babbling about?
I'm standing right here.



FADE UP -

EXT. A LOS ANGELES ALLEYWAY - LATE NIGHT/NEARLY MORNING

A LONE FIGURE stands at the end of the dead-end alley. The macadam below his feet is dark black and oily-slick from a recently fallen rain and drops of water slowly trickle down the nearby walls and windows. It is very quiet. Then we hear a harsh GRUNT of suddenly-expelled breath from the figure at screen center.

The DEMON KIROWAK is thick-bodied but small and decked out in rough, worn leather fighting attire that looks as if it has seen numerous battles. His skin is green and vaguely reptilian, with a ridge of small bumps like a crown about his head. (He also bears a strong resemblance to actor Wally Shawn--if Shawn were a demon, that is). KIROWAK stands with his LONG, GLEAMING, BEJEWELED SWORD raised high, poised to strike at -

PULL BACK to a WIDE SHOT - three wiry-thin but very tall VYASA DEMONS appear at the bottom edge of the frame.

CLOSE-UP on Kirowak - his face and body language present a resolute, valiant posture, but his eyes reveal a hint of COLD FEAR.

CUT BACK TO the WIDE SHOT with the three Vyasas, who are now much closer to Kirowak.

PANNING CLOSE-UP of the attackers - their postures are relaxed, their faces brimmed with anticipation as they approach their prey. The demon closest to Kirowak speaks first -
VYASA DEMON ONE
This will be fun.

The second Vyasa demon laughs coldly and sarcastically.
VYASA DEMON TWO
Three against one, tiny warrior.
Odds aren't in your favor.

VYASA DEMON THREE
(glancing around)
Isn't this place the entrance to your clan's homeland?
They don't seem very concerned with defending it,
do they?

Kirowak grips his sword even more tightly.
KIROWAK
I have a fearsome weapon, though.
Only the mightiest of fighters knows how to wield
such a powerful--

To punctuate his point, Kirowak SWINGS HIS SWORD commandingly in their direction. It slips from his hand and slides skitteringly across the macadam and right up to the lead Vyasa's foot.
KIROWAK (cont.)
--sword. ...Crap.

The Vyasa picks it up and looks over at his two friends. Then he turns back to Kirowak, a broad grin on his face. He chuckles, moving the sword about in front of his eyes, feeling its heft and admiring the fine construction.
VYASA DEMON ONE
Oh yes, fearsome indeed.
(beat, eyeing Kirowak)
And now for even easier fun.

Kirowak's previously fierce demeanor crumbles.
KIROWAK
(nervously)
O.K., well, uhhm...will you take money?
I have a cousin in Cleveland who--

VYASA DEMON ONE
(snickering and cutting him off)
The Western Unions in this town charge unbelievable fees.
Besides, we're looking for raw materials.

VYASA DEMON TWO
A little raw blood, for example?

VOICE (o.s.)
Hey.
Just 'cause L.A.'s gone all Mad Max...

The three Vyasa demons turn around to face the entrance of the alley.

Their POV - a MAN is standing there, the lone streetlight nearby brightening the light mist behind him, leaving his face obscured.
VOICE (cont.)
...doesn't give you the right to invade someone's alley.

The Vyasas exchange confused looks. The lead Vyasa cracks his knuckles and glares at the figure.
VYASA DEMON THREE
Who in the hell is this squick?

The man calmly walks towards them, apparently unarmed.
VYASA DEMON ONE
Yeah, who the Frank are you?

VOICE
Charles Gunn. Ambassador of peace.

VYASA DEMON ONE
(guffawing)
"Peace?" Maybe I'll take a "piece" of your throat out.

GUNN
(with a resigned frown)
Well, you can't say I didn't give peace a chance.

Gunn brings up his ax and CHARGES TOWARD THEM.


INT. MONASTERY SANCTUARY - JUST BARELY MORNING

WIDE SHOT from the back of the sanctuary taking in most of the room, including the pews and altar. At the left front edge of the frame, we see ANGEL enter the sanctuary from the basement stairway. The camera DOLLIES up the center aisle, slowly narrowing the field of view, yet Angel still looks small within the space. We can make out just enough of his face to see that he looks quite STRESSED.

CONT. SLOW ZOOM, then -

SPIKE emerges on the right from the library, looking equally agitated. As he walks into the room, he glances up high.

His POV - the STAINED GLASS WINDOWS above the altar. The first faint rays of dawn light are filtering in.

Spike looks back down again, approaching where Angel is standing. When he speaks, there's a clearly dark undertone to his usual flippancy.
SPIKE
We meet at last.
Oh, wait...it just seems like it.

ANGEL
(sighing)
How's yours doing?

SPIKE
Fred? Ah. It seems that most of the books in there
aren't about quantum mechanics, which she finds passin' strange,
what with the bit about this being a house dedicated to
the creator of it all and....
(beat; confused)
all.
Blue?

ANGEL
Worse. She's just sitting in her room. Angry.
Brooding. Disconnected.
She won't even talk to me.

SPIKE
Not even to point out how pathetically worthless you are?
And your human ancestry, and your ancestor's ancestors,
and the primal slime that glowed in the dark that was--

ANGEL
(cutting him off)
No, not even that.
(beat)
Which really makes me skittish.

SPIKE
(amazed)
Skittish? Our gracious god-king doesn't even
care enough to utterly despise our very existence,
and you're only "skittish"?

Spike parks himself down wearily on a nearby pew and pulls a packet of smokes out of his pocket. He places one between his lips, flicks his lighter and brings the flame up to the tip of the cigarette. A wisp of smoke curls up into a weak beam of rose-shaded sunlight slanting just above his head. He exhales one long, slow breath.
SPIKE
(somberly)
Bloody hell, Angel.
That look on her face after seeing Fred standing there.
The rage, but...all quiet like. Internal.
Gave me the shivers, mate.

ANGEL
(crossing his arms)
We have to keep these two under under tight control
while we figure out what the hell happened.
And there may be other side effects of this...spell,
or whatever it was that "Oberon" did.

There's an awkward silence as the two vampires look at each other.

SPIKE
So, they're two people now. I thought--

ANGEL
I know.

FRED'S VOICE (o.s.)
(echoing through the sanctuary)
I don't need to be "controlled."
Under, over, or any way at all.

Both Spike and Angel turn towards the main entrance to the sanctuary. Spike stands.

FRED enters carrying a crossbow. She starts down the aisle, approaching them, then stops and brings up the crossbow. She LOOKS AT IT with an expression of determination.
FRED
I've thought about what you said, Angel.
(beat)
I know that killing Illyria may kill me.
And I know that even if it doesn't,
something else bad might happen to me.
(she gazes up at him)
But it doesn't matter.

She pauses, letting the words sink in.
FRED (cont.)
(voice quivering)
Illyria must be destroyed.

BLACK OUT.

END OF TEASER



starring

David Boreanaz

J. August Richards

Amy Acker

and

James Marsters

Act One

INT. MONASTERY SANCTUARY - CONTINUOUS

Angel walks towards Fred, flabbergasted.
ANGEL
With a crossbow? Do you understand that--

SPIKE
(approaching them)
Don't mean to be the bearer of bad news, luv,
but a whole quiverful of arrows'll barely scratch Blue.

FRED
(teeth gritted)
I may not have her powers or strength anymore,
Spike, but I know how to fight.
And I'm going to, even if it kills me.

Angel strides up to Fred, reaching out for the crossbow. Fred backs up abruptly, glaring daggers at him and clutching the crossbow tight to her body. Angel stops and lowers his hand.
ANGEL
(with frustration)
Fred--enough already! This whole situation--it's not
that simple. Illyria isn't our enemy anymore.

The anger in Fred's eyes melts into pain and dismay. Tears well up in her eyes. Angel looks away with an awkward frown, then turns slightly and backs off a step or two.
FRED
(voice filled with pain)
How could you say that, Angel? That--that vile
THING invaded me, body and soul!
It nearly destroyed me!

ANGEL
(quietly)
We were convinced that it did.
But a lot of time has passed now.
(he looks at her)
I understand your confusion and anger, Fred,
but things are different. Illyria's different.
(long pause)
Now, I just got you back.
I don't intend to lose either one of you.

Spike takes a step towards Fred and puts his hand gently on her shoulder.
SPIKE
(with a sincere look)
We know how you feel, luv, but you've gotta trust us
when we say Blue's part of the team now.

ILLYRIA'S VOICE (o.s.)
I'm leaving.

All three turn to see -

ILLYRIA at the entrance to the sanctuary.
ILLYRIA
I'll not see any of you again.
Pursue your hollow and pathetic campaigns
without my assistance.

CUT TO a WIDE THREE-SHOT of the others, then to a CLOSE-UP ON FRED as she deftly snaps an arrow in place and LIFTS THE CROSSBOW to firing position, pointed straight at Illyria.

Angel throws out a hand to deflect Fred's aim.
ANGEL
Fred! No!!

But it's too late--the trigger snicks sharply and the bolt FLIES STRAIGHT AT ILLYRIA'S HEAD.

SMASH-CUT TO MEDIUM CLOSE-UP - ILLYRIA IN QUARTER PROFILE. Without even breaking stride, she intercepts the flying arrow tight in her fist. The tip is six inches from her left eye.

MEDIUM CLOSE-UP ON FRED, who looks really pissed.
FRED
Crap.

SPIKE
(to Illyria)
That was impressive.
(to Angel)
Bet you couldn't do that!

ANGEL
(ignoring him)
You can't leave, Illyria.

ILLYRIA
(without even bothering to glare)
As if any of you have the power to stop me.

SPIKE
(chuckling)
Thine aim be true, eh?

He nods towards Fred.
SPIKE (cont.)
Her's was pretty good, too, though, you gotta admit.
(beat)
Uhh, but you can't be killin' her back or anything.
Like he said.

Angel quickly positions himself between Illyria and Fred.
ANGEL
Illyria, wait. Michael's on his way over.
He's going to examine both of you.
We'll figure out how this split happened,
and then we'll deal with it.

SPIKE
Maybe it was the iambic pentameter.

ANGEL
I need everyone to chill out until he gets here,
especially the both of you.

Now Illyria is glaring.
ILLYRIA
You do not give me orders, vampire.

There's a moment of silence as Angel holds her gaze.

Then we hear a faint noise from basement stairs entrance. Spike turns to see -
HOBBES peeking out from the doorway, a look of dismay on his face.

Spike motions to him silently to stay back, then turns back to the others, tensing.
SPIKE
(to Angel)
Michael's mojo on our hut is invite-only, right?
Fighting's still allowed?

ILLYRIA
If I wanted to, I could destroy all three of
you with a wave of my hand.

ANGEL
I'll have to take that chance.
I can't have you leave, Illyria.

ILLYRIA
You will not receive another warning.

Illyria turns and marches purposefully towards the main door of the monastery. Spike runs up to block her, but Illyria DROPS to a twisting half crouch and uses Spike's own momentum to TOSS HIM ROUGHLY against the nearest wall. Angel is next up, trying to bear-hug her, but Illyria TOSSES HIM ASIDE just as readily.

Fred doesn't move, but simpy watches Illyria carefully the whole time. Finally, she AIMS HER WEAPON at Illyria's back and FIRES another bolt. The arrow STRIKES Illyria between the shoulder blades and bounces off harmlessly.

Illyria enters the MAIN FOYER and yanks the front doors open. The hinges creak loudly. Then the god-king STOPS and turns towards Fred.
ILLYRIA
(icily)
Don't do that again, Winifred Burkle.
Do you know how easily I could snap you in two?

FRED
(dry-icily)
I'd say "bring it on," bitch-king.
But that one's kinda passe these days.

CUT TO a LONG SHOT - the street outside, framed by the open door. Illyria exits, walking rapidly.

REVERSE ANGLE on FRED. She holds the crossbow casually at her side. Angel and Spike enter the frame about ten feet behind her.
FRED
(softly, to herself, smiling wryly)
Besides...
you forget I like to build things.


EXT. A SOUTHSIDE L.A. STREET - EARLY MORNING

A HORRIFIC BATTLE is raging, human gang members wearing a motley assortment of worn army khakis against a CLAN OF ridge-backed SUVOLTE DEMONS. We hear gun shots and EXPLOSIONS. The surrounding buildings are in shambles and numerous bodies lay dead or dying in the streets, including innocent bystanders lacking the distinctive colors of the gang.

PAN OVER to where a standoff is occurring--humans with guns stand on one side of a burning truck. A cluster of demons approach from the other side.

Suddenly, a CANISTER OF GASOLINE flies through the air and SMASHES against the hood of the truck. Neither side has time to react. The truck EXPLODES. Flaming metal shards fly wildly in all directions, killing both sides of the standoff.

PULL BACK TO reveal a small FIGURE hiding in the shadows. It's a demon about the size of a young child with maroon-colored skin and a single brown HORN jutting from its forehead.

ZOOM IN until the demon fills the frame. We can see that its skin is marked with randomly-placed but distinctive dark patches. The demon snickers to itself. Then its body shudders and the demon GROWS SLIGHTLY LARGER, its body now crowding the frame.


INT. MONASTERY FRONT ENTRANCE - EARLY MORNING

FRED, SPIKE, and ANGEL stand staring out the door, Fred in front, the two vampires just out of range of the weak light angling through the doorway.

Their POV - the figure of ILLYRIA turns into a tiny dot in the distance and disappears from view.

As FRED moves to swing the door shut, MICHAEL suddenly APPEARS IN THE DOORWAY as if out of nowhere. Fred jumps back and gasps, startled. All three of them gape at Michael as he enters.

CUT TO a THREE-SHOT as Hobbes appears behind Spike and Angel. We can see light bruising on his face from his run-in with Illyria the week before.
ANGEL
(with concern)
Brother, you should be resting up, letting those ribs heal.

MICHAEL
(to Hobbes)
Oh, hey, I have some herbal supplements to help you
with that.

Michael lifts his leather "house call" satchel. Fred shuts the door behind him. Spike sighs loudly as the monastery foyer dims back down to vampire-safe levels.
SPIKE
(to Angel)
So that bit worked out all fine and dandy.
Now what? Are we up to plan "K" yet,
or have we shot right past that to "L"?

Michael looks from Spike to Angel to Fred.

His POV - unhappy faces all around.
MICHAEL
(totally lost)
What's going on here?

ANGEL
(turning to Michael)
Illyria just stormed out. She says she's gone for good.
(beat)
Somehow, I seriously doubt that.

FRED
(frowning)
Ya figure?

SPIKE
(puzzled)
The old Illyria woulda just annihilated us.
That is the old Illyria, right?
(turning to Fred)
And you're the old Fred...right?

Fred's eyes dip briefly, solemnly. She looks back up at Spike.
FRED
To be honest? I'm not one hundred percent sure.
If y'all'd been through what I have,
you wouldn't be either.
(then, with determination)
But scientifically speaking, I don't have to be
one hundred percent sure to know that I'm as Fred
as I'm going to get.

Her eyes scan the group.
FRED (cont.)
But what I am one hundred percent sure of is
that we should hunt Illyria down and kill it.

Spike sighs and shakes his head.
SPIKE
I need a drink.

He turns to go, giving Hobbes a pat on the back in passing.
MICHAEL
(raising his voice)
I'm sorry, but we have bigger problems.

Spike stops. Everyone turns to look at Michael.
ANGEL
Big surprise. And speaking of which...
what was the deal with you appearing out of nowhere
like that a few minutes ago?

MICHAEL
I was invisible.
(dismissively, off their frowns)
I'll explain later.
I've gotten word of an escalating skirmish on the south side.
It's been going on for days--a particularly vicious human street gang
fighting a demon clan for territory.
This one has some of the highest civilian causualties to date.
We need to see what we can do about it.

SPIKE
You sure they need us?
The military haven't already stepped in?

MICHAEL
(troubled)
Not yet, and I'm not sure why.

SPIKE
Maybe the brass think it's a good thing.
Figure they've got better things to do than
sort out evil versus evil.

ANGEL
(pensively, hands on his hips)
Maybe, maybe not. But that doesn't help the people
caught in the crossfire.
(he looks at Michael)
Any news on the Senior Partners front?
Have you made any progress translating that book?

Michael sighs impatiently.
MICHAEL
To be honest, I haven't done much work on that.
It's the least of our problems.

ANGEL
Then you don't know the Senior Partners.

MICHAEL
Maybe not like you do, Angel, but that can wait.
I think this gang war's a little more pressing.
We need to..I don't know...maybe stop
the fighting for a night or two.
Long enough to clear out the remaining civilians?

SPIKE
You got a sec to check on Fred first?

FRED
(startled)
Spike, if there's people who need our help--

MICHAEL
(edgily)
I don't really think we have time to--

Angel steps forward and nods.
ANGEL
(impatiently)
Let's just go.

Michael relaxes, looking relieved.
ANGEL (cont.)
There's not much Spike and I can do until tonight,
but we can at least scope things out.
And Fred, you're coming with us.

Spike gapes at Angel, shocked.

Fred throws Spike an annoyed look.
FRED
I can handle myself, Spike!
How many times do--

Spike turns on Fred.
SPIKE
No offense, luv, but you just popped out of Blue's body.
You might feel all revved up and mighty,
but we're not sure yet how sturdy you really are.

ANGEL
We have to take her with us.
Illyria has a free pass into the monastery,
and it's too soon to take her off the guest list.
Not until we figure out what's going on.

MICHAEL
And besides, I'm going to need Illyria's cooperation
if I'm going to figure out what's going on.

SPIKE
That's out. At least as long as Blue is.

MICHAEL
And I'll need to know the specific nature of the spell.
All the details surrounding it.

SPIKE
You like lute music?

ANGEL
(ignoring Spike)
Michael, you and Fred be ready if I have to send you elsewhere.

Fred scowls.

MICHAEL
Fred, why don't you tell me what happened while
Spike and Angel go get their weapons.

All head for the basement stairs.

TIME CUT TO - INT. COLD CELLAR - EARLY MORNING

Michael and Fred stand beside the sewer access trap door. Fred fidgets somewhat listlessly.
MICHAEL
You O.K.?

FRED
(nodding)
Yeah.

MICHAEL
You can finish telling me about Sherwood Forest later.

Angel and Spike enter the room, followed by Hobbes a few seconds later. The old monk signs briefly at Angel. Angel thinks for a few seconds, then -
ANGEL
I don't know if she'll be back.
(beat)
You're not a threat to her, so I don't think she'll hurt you.
But don't take any chances.
Make yourself scarce if necessary.

The monk nods.
SPIKE
Let's fly.

Spike lifts the trap door and everyone but Hobbes follows him down into the tunnels.


EXT. AN ABANDONED APPLIANCE STORE - EARLY MORNING - ESTABLISHING

To one side of the store, we can see the alley from the Teaser.

INT. A CRAMPED BASEMENT SPACE - EARLY MORNING

ANGLE ON a LARGE WOODEN DOOR. We hear feet clomping down a stairway. Gunn and the demon Kirowak appear in front of the door. This is the door to the LY'CHYMNI DEMON HIDEOUT Kirowak was attempting to guard in the Teaser. Kirowak OPENS it. He gestures for Gunn to step inside.
KIROWAK
So here it is! No place like this place near this place,
so that makes it our place, ya know?

Gunn enters and wrinkles his nose, obviously smelling something funky. Kirowak follows him in. His broad smile immediately sours as he spots -

A demon about his own age and height, but thinner, also dressed in battle garb, lounging against the wall just a few feet away, apparently sound asleep.
GUNN
(muting his skepticism)
Yeah, does have that homey touch.

KIROWAK
(dismayed)
Zora!! Not again! Holy dog biscuits....

Gunn looks around.

His POV, PANNING - the lair was once the basement storeroom for the appliance store above. Boxes of water heaters, washing machines, and other white goods have been piled up to separate the long, high-ceilinged area into smaller, cozier sections. Besides the demon sleeping by the doorway, there are two younger-looking, very thin demons playing an XBox video game on a battered TV set in the next "room" to the left, and three older demons napping on mattresses near the back right. In the more immediate area, three child demons are playing some kind of board game that looks something like Monopoly, except that the tokens are oddly-shaped and slightly frightening in appearance.

Kirowak eyes Zora angrily. He reaches over and SMACKS the sleeping demon with the back of his hand.
ZORA
(waking up)
What the?--owww!
Hey, Kirowak's not here, man.
Go away!

KIROWAK
(slightly bitter, mostly resigned)
Thanks for the help, Zora.
I was almost killed out there tonight!

ZORA
(finally in sync--mostly)
Oh, sorry dude! I was sleepin'!

KIROWAK
(to Gunn)
This is Zora, our other guard, 'sides me, of course.
(to Zora, pointing at Gunn)
Good thing this human came along.
This guy took out three Vyasa demons at once.
You shoulda seen it!

GUNN
In all fairness, the third one ran away after I
"took out" his two buddies.

ZORA
Wow, wicked cool! You're like a major ninja or somethin', huh?

GUNN
I'm Charles Gunn, and I run...the Gunn Protection Agency.

Gunn sticks out his hand and Zora shakes it, but he seems perplexed.
ZORA
"G.P.A."?

Gunn pauses.
GUNN
O.K., so I haven't worked out the name yet.

KIROWAK
(to Zora)
So, where were you?
(beat)
Before you fell asleep, I mean.
(grumbling)
How can anyone sleep so damn much?

Zora points towards the TV.
ZORA
Dude, me and Ziggy just beat Halo Two on
Legendary and I had to nap 'cause my fingers
were sore.

KIROWAK
(throwing up his arms)
Zora, I rang the "I'm gettin' killed" bell like,
twenty times! If I had died, I woulda been really pissed at you.

GUNN
(chuckling)
You guys remind me of an old Ly'chymni snitch
I used to know.

KIROWAK
(groaning)
Lemme guess--Merl?

GUNN
Yeah...kinda weasely at times, but a good guy
underneath it all, I always thought.

KIROWAK
Yeah, he was a legend in our clan.
I hated his guts.

GUNN
(oooo--kay...)
Right.

KIROWAK
(giving Zora a kick)
Go get our savior here something to drink.
(to Gunn)
Dog urine? We also have beer, I think.

He gestures over at a refrigerator still sitting inside its packing carton, with the front of the box cut open to clear the doors and a small hole in the back for the cord to exit through. Zora gets up and heads for it, grumbling quietly.
ZORA
No man, we're outta beer.
Plenty of freshly bottled Old Yeller, though.

GUNN
(patting his stomach)
I'm cool. Tryin' to watch the waistline.

KIROWAK
Go get me an Oldy then, Zora, and make sure it's cold.
(to Gunn)
I realize dog urine's an acquired taste,
but I tell ya, once you get the hang for it,
you'll crave it after a rough day spent defending
your clan.

He pauses, looks thoughtful.
KIROWAK (cont.)
Although I tell ya, I never got how the European guys
can drink it at room temperature. Just ain't civilized, I think.
(beat)
But hey, different smokes, right?

Gunn seizes the opportunity.
GUNN
Defending your clan.
Funny you should mention that.

Zora returns with a pony bottle of dark yellow liquid and hands it to Kirowak as Kirowak leads Gunn on a quick tour of the lair. The three child demons watch Gunn, their eyes following him as he goes from "room" to "room."
GUNN
So it's just y'all down here, huh?

KIROWAK
Yeah, we stayed all hidden for a long while,
even made it through L.A.'s end times
just fine and dandy, until someone finally uncovered us.
Now we got demons, humans, vamps, all sniffing around
trying to get at what we have, which isn't much.
I'm entrusted with guarding everyone,
since I'm the oldest one here.

One of the children suddenly pipes up.
LY'CHYMNI CHILD
Yeah, and the ugliest too!

KIROWAK
(beaming)
So? You use whatever gifts the mighty Plexus gives you.
(he turns to looks at Gunn and grins)
I'm not ashamed. No nip'n'tuck for this boomer!

GUNN
I like that attitude. A man has to know his limitations,
and work with the best skills he has.

He points at the beautifully crafted sword hanging from Kirowak's shoulder harness.
GUNN (cont.)
Like that sword. Whoever made that has a gift.
That's a very prized skill, and it could be a valuable one.

Kirowak's mood abruptly shifts from elated to downcast.
KIROWAK
Yeah, providing you can swing the damn thing and
not drop it at your attacker's feet.
Vah Plexu, I am such a moron some days. How many times did
my uncle tell me, "Don't forget the chalk, Wak!"
(he holds out his palms)
"Sweat it and you'll regret it!"

He sighs deeply, profoundly saddened now. He pats the jeweled hilt of the sword fondly.
KIROWAK
Wish he was still here to train me.
(he looks Gunn in the eye)
A Vyasa snuck up on him a few months back, just before
we found this place. He was half-starved then, we all were.
His guard was down, and the Vyasa decapitated him before this sword
was halfway out of his scabbard.

GUNN
I'm sorry for your loss. I know how heavy the burden is
when you're responsible for the lives of others. Been
down that road myself, and still haven't found the exit.
(he pauses as Kirowak listens attentively)
Anyway, if you'd like some more training, I know people
who could help you. It's all part of this organization
I'm putting together. Pooling skills, resources,
and most of, providing each other with protection.
Providing your clan with protection.

KIROWAK
(intrigued, but skeptical)
Really, Mr. Gunn?

GUNN
(sincerely)
Really, Mr. Kirowak.

Kirowak suddenly grows sullen.
KIROWAK
What's the catch?

GUNN
The "catch" is, you'll need to bring something to the table.
And I don't mean money or...even dog urine--but something
you have to trade.

Kirowak listens carefully.
GUNN (cont.)
It works on the barter system.
I don't expect payment right away,
but I can't have IOUs floating all over town, either.

KIROWAK
Of course, Mr. Gunn, of course.
Whatever I or we can do to pay you for your generosity,
consider it done.

Kirowak turns to the others in the room, who are all listening just as intently.
KIROWAK
You all agree, don't you?

Most of the other Ly'chymni gesture or nod agreeably. The few who don't respond have their attention on Gunn.
KIROWAK
Now, time for those of us who really need it
to get some sleep.
(then, yelling)
Zora! Here.

Kirowak slides out of the shoulder harness and tosses it and the sword over to Zora, who clumsily catches them.
KIROWAK (cont.)
Get outside and make yourself useful.
Day shift is up!
(he turns back to Gunn)
See you later, Mr. Gunn?

Gunn nods and heads for the door. He holds it open for Zora, who gives Gunn a slightly peevish glare as he passes by, but then trudges along up the steps ahead of the human.
GUNN
(to himself)
Small steps, Charles. Small steps.


INT. A SMALL CLOTHING SHOP - LATER THAT MORNING

Angel, Spike, Fred, and Michael stand several yards back from a badly cracked window, staring out at the street.

VIEW through smudged, splintered glass - the street is littered with dozens of bodies, both human and demon, as far as the eye can see. Fires are burning in the skeletal remains of motor vehicles and dumpsters used as impromptu fortifications during what obviously was a lengthy and vicious battle. A large building across the way to the left has HUGE CHUNKS blown out of its walls and looks like it will collapse completely at any time.

Michael is aghast and gapes wordlessly. Angel steps forward, staying in the shadow cast by what's left of an awning outside the window.

ANGEL
We're too late.

CUT TO - EXT. THE OPPOSITE SIDE OF THE STREET OUTSIDE - MORNING

OVER-THE-SHOULDER SHOT of a shrouded FIGURE staring back towards the window of the clothing shop. We can see the vague shapes of the gang moving about inside. Our POV PULLS BACK as the onlooker backs further into the shadows of a narrow alleyway, then CIRCLES as the onlooker silently turns and retreats.

CUT BACK TO - INT. CLOTHING STORE - MORNING

The gang continues to look out. Then Angel's attention is caught by -
SOMETHING MOVING in the thin alley between the two buildings across the street.

SPIKE
(baffled)
You'd think that most of the major turf wars'd be
settled by now. Who the hell has the resources
to mount something like this?
I thought we'd made some headway.

Michael shakes his head with disgust and turns away from the desolation outside.
MICHAEL
If there's any "headway," I'm certainly not seeing it.

ANGEL
I know. But we can't be everywhere at once.
And the Senior Partners have endless resources to ply the chaos with.

Michael turns back to Angel, gaping at him skeptically.
MICHAEL
Angel, I think you're seeing this massive,
organized conspiracy where none exists. If there was
some being or beings in charge of all of this,
then why is there all this factionalism?
The evidence of what happened is right here in front of us!

FRED
(quietly but firmly)
We know the Senior Partners, Michael.
We worked for them for an entire year.
They plan for the long term, and if breeding factionalism
serves their needs, then that's what they'll do.

Michael frowns with frustration.
MICHAEL
I'm sorry to say this, Angel, but the pattern of events
Gunn traced last Autumn indicated that the fall into chaos
coincided with the demise of Wolfram and Hart.
What would the Senior Partners have to gain by--

Angel suddenly FREEZES IN PLACE as a breeze flutters the loose papers in the shop. He abruptly rushes over to the missing front door and leans out of it. Michael throws up his hands in resignation.

CUT TO a CLOSE-UP of Angel - he WINCES as the weak sunlight plays over his face and upper torso and STEPS BACK, waving a wisp of smoke from his face.
ANGEL
(murmuring, stunned)
It can't be her.

SPIKE
Her who? You can't mean Illyria.
This all happened while she was back with us at....

He stops speaking as the same wind-driven scent that caught Angel's attention filters past him.
FRED
What? What's happening?

ANGEL
Drusilla. She's been here. She might even still be here.

MICHAEL
(flabbergasted)
Drusilla? Your consort pre-ensoulment?
Why would she be here, and in the daytime?

ANGEL
No, that was Darla. Drusilla was Spike's..."consort."
(then, murmuring to himself)
What is she doing here?

SPIKE
We should follow 'er.
Think she'll be using the tunnels too?

Angel steps back up to the doorway as close as he can, closes his eyes, and inhales. After a few seconds, he steps back inside and turns to face Spike and Fred.
ANGEL
She's gone now, and she'll likely stay out of sight
during the daylight. We'll track her tonight.

Suddenly, a METALLIC CRASHING SOUND from across the street draws everyone's attention. The noise is followed immediately by a loud barking.

THROUGH THE GLASS - a battered steel trash can rolls out into the street from the alleyway as a large tawny-colored dog appears, chasing a SMALL MAROON DEMON with a single dark-brown horn sprouting from its forehead. The demon is making sharp, terrified yipping sounds.
SPIKE
(laughing and pointing)
Hey, there you go. All the chaos his fault!
(beat)
Little bugger musta hid when it all went down.

Fred laughs at the ludicrous sight; Angel eyes both her and Spike with a "yeah, right" kind of look and then turns back to the scene. Michael rolls his eyes, not amused at all.

Meanwhile, the dog has almost caught up to the demon when the demon manages to LEAP onto a telephone pole. It scampers up it squirrel-fashion. The dog jumps at the base of the pole, barking madly up at its escaping prey over and over again. The demon hops from the top of the pole over to a nearby rooftop and vanishes.

Just then, we hear sirens sound in the distance. Fred, expression somber again, moves up near the window and looks down the street.
SPIKE
'Bout time. Wonder where they were last night?

FRED
(pensively)
Maybe they had to choose their battles.
Maybe they knew they were outgunned and had to retreat,
devise a better plan.

ANGEL
(nodding)
Maybe. In any event, there's nothing we can do
here right now, so let's head home.

He turns to leave. The others follow, all except Michael, who holds back. He calls out to Angel's retreating form.
MICHAEL
Angel! We have a serious situation here!
Innocent lives have been lost, two warring gangs
are still out there, and you're going to spend
your evening looking for a single vampire?

Angel turns back to Michael, a distant look in his eyes as he gathers himself and his thoughts.
ANGEL
No, of course not. We'll be looking for Dru,
we'll be looking for Illyria, and we'll be looking
for whoever did this.
(he gestures towards the window)
But there's nothing we can do here now.
Your priority is to decipher this deal with Fred and Illyria.
Let's get on it, O.K.?

Michael solemnly nods, resigned, but his eyes betray more than a hint of anger simmering inside.
MICHAEL
I'll be at my antique store.

He turns and heads out the front door of the clothing shop, muttering a short, indistinct phrase. With a POPPING noise, his form INSTANTLY DISAPPEARS from view before he is three steps outside.
SPIKE
(seeing this; impressed)
Helluva neat trick.
Be nice if he'd do that for us.

FRED
He's not too happy.

Angel turns and heads across the room towards a rear storeroom. Spike and Fred follow.
EXT. THE STREET OUTSIDE - MORNING

POV - looking down at the clothing shop from a ROOFTOP. We don't see who is doing the looking just yet, but the camera moves as if it's following someone walking across the street and down the opposing sidewalk, even though noone (apparently) is there. Our POV LEAPS and DROPS suddenly as if we are jumping from one roof to another, and then to a lower roof, and finally to the ground below.

Once on the ground, the POV shifts to a LONG SHOT, and as if following the progress of something that is walking away.

CUT TO REVERSE ANGLE -

We see the little maroon DEMON looking down the street, then watch as it takes off running, following its invisible quarry.

BLACK OUT.

END OF ACT ONE

Act Two

INT. THE HYPERION LOBBY - MORNING

LORNE plumps the cushions on a new open room chair. Gunn enters through the patio door.
LORNE
Well, look what the apocalypse dragged in.

GUNN
New furniture?

LORNE
I've been staring at that ugly monster for three years.
It had to go now that I'm pretending I've got free reign.
So how'd last night go?

Gunn heads over to the old weapons cabinet, but a quick once-over finds it rather lacking in any serious weaponry--just a few stakes, a small knife, and an axe with a loose-fitting handle.
GUNN
Good. Got a new member lined up, I think.

LORNE
Well, chock one up for whole-lot-less-death.org!
(he frowns)
Or whatever you've decided what to call it.

Gunn turns around to face Lorne with a look of dismay.
GUNN
Right now it's the "Gunn Protection Agency."

Lorne makes a sour face.
LORNE
Yech. "GPA"? Not that I ever went to college, but
every time some guy from Caltech would sing in Caritas,
I'd have this headache for hours.
How about calling it "The Union for Peace"?
Sorta direct and to the point, yea?

GUNN
It's to the point, but realistically, some of the potential members
aren't really looking for peace, except as in "...of the action".
At best, I'm hoping to give them some that doesn't involve
an extermination surcharge.

LORNE
(sighing)
That is the fact, my weary Jack.
You've got a tough hand to play when everyone thinks
it's good to be the king.

Gunn nods affirmatively and heads back behind the counter and begins to rummage around. We hear the clank of metal. Lorne wanders over to the edge of the counter.
LORNE
What you looking for?

GUNN (o.s.)
Something to help out my new members. Told them
we could help barter their way to a better life.
Now I've gotta come through on the deal.

Gunn stands up with an old TRAY.
GUNN
(eyeing it)
Little reinforcement and this would make a decent shield.

LORNE
(concerned)
You need shields?
Shields imply there's going to be fighting.

GUNN
The fighting's not going to stop overnight.
Meantime, I offer some protection all around, help cut the body count,
and make it known I'm not playing favorites. Earn some trust.

LORNE
(shrugging)
Well, you don't want much, so things oughta be peachy.

Lorne smiles at him. Gunn looks around the hotel, over at the new chair, and finally at Lorne. He returns the smile.
GUNN
Thanks, Lorne.
I know you didn't want to be dragged back into
business like this. But here you are.
(long pause)
You don't know how much I appreciate that.

Lorne nods grimly, getting a long, pensive look on his face. Then he straightens his shoulders and wanders over to his new chair. He sits down in it and closes his eyes.
LORNE
I'm helping the cause of peace now.
Life am good.

GUNN
(missing the irony)
And like I said, I appreciate it.
I won't ask you to do anything you don't want to do.

LORNE
(relaxing further)
Great, cause....

GUNN
You wanna come with me to the scrap metal heap?

Long, long pause. (Did we mention long?) Lorne sighs.
LORNE
O.K., partner.
(muttering to himself)
Damn short test drive.

GUNN
Later, Lorne, later.


INT. MONASTERY BASEMENT HALLWAY - MORNING

Angel exits the cold cellar into the hallway. Spike follows.

SPIKE
All I'm saying, Angel, is that for you to
dismiss this is stupid. You weren't there.

Fred appears right after him, looking very tired, although whether from the conversation or physical exertion isn't clear.
SPIKE (cont.)
If Nina and Illyria hadn't come for me,
it would have been "good-bye soul brother."
(he pauses)
Not that I'm in any way your...
(beat)
...anything, really.

ANGEL
(groaning)
Spike, there's a lot more at stake here than worrying
about Drusilla stealing your soul.

SPIKE
But you know how persistent she can be!
You don't even wanna ask Michael if he knows
an anti-soul-holding-bottle spell?

Angel stops near the door to the workshop/sitting room and turns to face Spike.
ANGEL
(wearily)
Give it a rest, O.K.? When Michael gets back, you can
ask him, if that will make you stop pestering me.

Angel continues down the hall. Spike straightens his coat and frowns.
ANGEL
I'm going to bed.


EXT. UNIQUE ANTIQUES - EARLY AFTERNOON

STEADICAM SHOT - we are in the LOW POV of something standing in the front of the building about two feet off the ground. Our POV figure ZOOMS UP towards the main door of the shop and when it is nearly touching it, a FLASH OF LIGHT accompanied by a barely audible POPPING noise sends our POV figure FLYING BACK. We hear an unearthly screeching sound like steel fingernails on a titanium blackboard.

Suddenly, we are looking at the sky.

REVERSE ANGLE to reveal the maroon demon, lying on its back. The demon stands up, wobbling. It shivers and then SHRINKS just a bit, becoming a few inches SHORTER and SMALLER.

It SCREECHES again, not quite as loud this time, and backs away from the shop. It quickly looks around and skitters over behind some trash cans outside a nearby boarded-up store.

A few seconds later, the door of the antique shop opens and Michael emerges, gazing around uncertainly. He is carrying his "house call" satchel in one hand and a small canvas bag in the other. He crosses the street, gets into a small blue sedan, and starts the engine. As he drives off, we -

CUT TO a LONG SHOT of the departing car. The maroon demon runs into the frame from the left and quickly JUMPS onto the back of the car, its slight weight barely even making the suspension move. HOLD on the car as it reaches a corner and turns.


INT. MONASTERY SANCTUARY - LATE AFTERNOON

Fred takes a seat on one of the pews, pressing her fingertips to her temples. She moans softly.

ANGEL (o.s.)
Fred, what is it? Are you alright?

CUT TO MEDIUM SHOT as Angel walks into the frame accompanied by Hobbes. Both men look concerned.
ANGEL
Michael should be here any minute, O.K.?
He called. He said he was done with his preliminary research
and wants to run a few mystical tests on you.
Are you up to it?

FRED
(squinting)
What about Illyria? Didn't he say he'd need her too?

ANGEL
I'm hoping we'll find her during our patrols tonight.
(his voice softens with concern)
But I'm telling you, Fred, I don't like the idea of
the two of you together after what happened this morning.

FRED
(through the pain)
I'm not afraid of her. I told you that before.

ANGEL
That bit about "returning for your head" would concern most people.

FRED
(huffing)
Trash-talk, Angel. We're physically separate but mystically linked.
She knows as well as I do that if I die, she might die too.
She won't risk it.

We hear approaching footsteps. Spike enters the frame and sits down on the pew beside Fred.
SPIKE
Blue's not big on risk-aversive behavior, Fred.
Bad idea to be assuming anything.

We hear a knock at the front door of the monastery, followed by the sound of the door opening.
ANGEL
He's here.

He gets up and heads over to greet Michael.
SPIKE
(to Fred)
You ready? Now you get leery of any of these
potions and such, you just say--

Fred cuts him off with a moan.
FRED
Uhhhhhh!!

Her hands fly back up to hold her temples. Spike jumps up.
SPIKE
Angel! Michael! Get over here now!


CLOSE-UP on Fred, wincing.

CUT TO a FLASHBACK/VISION -

The moment from the end of "Shells." Fred gets into her station wagon with a goodbye wave to her parents. She buckles her seatbelt. Then she drives off, embarking on her journey. A smile can't help but make its way to her lips.

Suddenly, a large, naturally-armored demon LEAPS DOWN ON TOP OF THE HOOD OF HER CAR. Fred SLAMS on the brakes, but the demon hangs on with little effort. It brandishes a sword as Fred jumps out of her car.
ARMORED DEMON
(snarling)
You shall die!

Fred suddenly has a SWORD in her hand. She shakes it at him.
FRED
(Illyria voice)
Pathetic, idiot creature! I am Illyria, God-King of the Primordium!
You can no more kill me than you can catch the wind!

The creature snarls again and then BELLOWS loudly--a horrific, grating high-pitched noise. It CHARGES at Fred/Illyria, who draws back her sword and with one single swift blow, BEHEADS THE DEMON. She smiles smugly and turns to get back in her car, only to find -

The demon she just beheaded still alive, facing her holding a sword that looks just like the one that....

CLOSE-UP of Fred/Illyria's hand, flexing where the sword was. It is GONE.

Fred/Illyria stares at the demon.

With a look of intense pleasure, the demon DRIVES THE SWORD straight into the center of Fred/Illyria's chest.

Fred/Illyria falls to the ground, a look of shock and anguish on her face.


CUT TO - EXT. MONASTERY - LATE AFTERNOON

The front monastery wall. We see the maroon demon that's has been following Michael pressing its body up against it. Its body quivers and shakes. It pulls away from the wall. Once again, it GROWS IN SIZE.


INT. MONASTERY SANCTUARY - LATE AFTERNOON

Fred collapses onto the pew, looking limp and lifeless.

REVERSE ANGLE on the horrified looks on the faces of Angel, Spike, Michael and Hobbes.

SMASH CUT TO BLACK.


FADE UP ON -

EXT. A SCRAP METAL YARD - LATE AFTERNOON

Gunn and Lorne walk into the yard, approaching a ramshackle, windowless warehouse. Lorne looks uneasy as they enter the nearly pitch-black building.

INT. WAREHOUSE - LATE AFTERNOON

Gunn turns on his flashlight. He shines it around.

The light immediately falls on piles of SCRAP METAL.

The two of them walk over to the nearest pile. Gunn reaches down to examine the scrap more carefully.
LORNE
Creep-city.

GUNN
It's cool...this place has been vacant for years.
There's the occasional car-stripping ring,
but that just means we should find something
I can give to Kirowak and his clan for right now,
until I can get something more permanent.

LORNE
(with mock relief)
Oh, I feel so much better now.

GUNN
No sweat, Lorne. We'll just grab our stuff and--

Gunn's legs are suddenly TAKEN OUT FROM UNDER HIM as several FIGURES LEAP ONTO HIS BACK. His flashlight is knocked out of his hand. Lorne lets out a yell as he is pinned down as well. One of the attackers grabs up the flashlight and points it at Gunn's face. Gunn struggles, winces, and freezes. We see the tip of a knife at his throat.
GUNN
We're just passing by, fellas. Really.

The light shifts to Lorne, who is also being held at knifepoint.
LORNE
I so miss my lovely new chair.

ATTACKER
(in a gravely, demonic voice)
Who are you and why are you here?

Gunn squints, trying to see who or what they are.
GUNN
Charles Gunn. This is my associate, Lorne.
I was only here to get some materials....

There's a pause.
DEMON ONE
This is our domain now.

DEMON TWO
You're trespassing.

LORNE
We had no idea, amigos! You need a sign
or a mailbox out front.

DEMON ONE
What do you need materials for?

GUNN
For protection.
(beat)
We can find somewhere else to go, we don't mean any harm.
And, wait a second...don't I know you from somewhere?

There's another pause, followed by movement and whispering. Suddenly, the interior building lights flood on. Surrounding Gunn and Lorne is a clan of hulking, double-horned GROX'LAR BEASTS.
GROX'LAR DEMON ONE
(almost sounding like a grunt)
Gunn?

The Grox'lar waves for his allies to release Gunn and Lorne. Lorne rises, rubbing his neck. Gunn stands as well and gives the first demon a hardy slap on the shoulder. Lorne starts at the familiarity of Gunn's "greeting," but the Grox'lar seems pleased at the reception.
GUNN
Good to see you, Gurgitor.

LORNE
Heaven helping of grace,
thank you for not severing my head.

GUNN
Pordal here too?

PORDAL (o.s.)
Gunn!

Another Grox'lar demon walks over, and he and Gunn exchange a friendly slap as well.
GUNN
Lorne, this is Gurgitor and Pordal.
(off Lorne's concerned look)
Yes, they're Grox'lars, but they're off eating baby heads,
thanks to our previous negotiations.

GURGITOR
(to Lorne)
In part due to Angel killing our previous leader.
He had great trouble accepting that baby heads were
high in fat. Chronic obesity among members of the clan
was greatly affecting our efficiency in combat.
(he pauses, grinning proudly)
Even during the worst times of recent days,
only three guys went back to babies.

GUNN
No question, times are tough.

LORNE
(nervously)
I guess none of you considered the South Beach diet?

GURGITOR
It's so good to see you, Gunn!
Apocalypse treating you well?

GUNN
Making do. You're still clan leader, I see.
And Pordal--you still have that great bike?

PORDAL
No, it got blown up in a raid.
Sorry for the roughing you up, you know how it is.
What do you need, friend?

GUNN
Some scrap metal. Hook a brother up?

All the Grox'lars faces turn sour. Lorne looks even more nervous, and taps Gunn lightly on the shoulder.
LORNE
That looks like a "no" to me.
(he turns)
Well, good to meet you all! I'll be sure to
send over a nice abandoned-warehouse-warming gift.

GUNN
Hold on, Lorne. Guys...the next closest yard as good as
this one will mean passing through a military zone.
You know what that trip would be like.

PORDAL
Things are complicated these days, Gunn.

GURGITOR
And so no longer can there be free materials,
even for a friend. I can give you a fair deal,
but there must be payment, and it must be substantial.

GUNN
We're a little low on the dough right now.
You have any credit terms?

Gurgitor shakes his head.
GURGITOR
We did take VISA and Mastercard, but the little machine
was destroyed in a raid three weeks ago.

PORDAL
(sadly)
The same one that trashed my bike, in fact.

Lorne keeps on smiling, nudging at Gunn to leave, but Gunn is staring at the piles of scrap metal.

He looks up at the Grox'lars.
GUNN
Here's a thought. Why don't you all sell finished gear?
That'd net a much nicer profit, right? And you'd have something
better to defend yourselves with besides those steak knives.

LORNE
(frowning)
Steak knives, swords, fountain pens--it all hurts.
Let's not give anyone any ideas on how to injure anybody.

GUNN
(to Gurgitor)
This raid--what happened?

Gurgitor lowers his head.
GURGITOR
The military humans. They were chasing someone else.
Came through here, tried to capture us, and of course
we had to defend what is ours. Not many of us survived,
but those that did at least remain free.
(he grits his teeth)
They killed our blacksmith.

PORDAL
And her apprentice.

Gunn notices that the mention of the blacksmith's death seems to hit Gurgitor especially hard. The demon picks up a piece of a car door and stares numbly at it.
GURGITOR
We've tried to craft materials ourselves,
but we pale in comparison to her skill...
her perfection.

He throws the car door panel angrily aside. Clatter.
PORDAL
It's fortunate we're capable enough without weapons.

GUNN
If I find someone who can make diamonds out of these
piles of coal here, how about I take a few of the raw goods
as payment?

GURGITOR
We've had offers in the past. Either the price was
too high or the craftmanship too low!

GUNN
What if I told you both were going to please you?

Gurgitor glances at Pordal, then at the rest of the Grox'lars. He turns to Gunn.
GURGITOR
We can certainly look at what you have.
But trying to find someone better than...Larett...
will be impossible. Your crafter has to at least
approach her perfection

GUNN
I'll come back tomorrow morning.
We'll set up a meeting in a neutral place
that I've established.
See you then?

Gurgitor nods in acceptance. Gunn and Lorne turn and walk out of the warehouse under the scrutiny of the Grox'lars' careful gaze.

EXT. SCRAP METAL YARD - LATE AFTERNOON

Lorne is quiet for a moment, his expression filled with concern. Finally -
LORNE
(in a low voice)
Not that I don't respect your Wolfram and Hart brain upgrades,
but did they happen to take away your common sense
as part of the deal?

GUNN
I got it all figured out, Lorne.
But I have to ask you to make one more stop.

LORNE
(pleading)
Only if you can promise me I won't be--
(he pauses)
Ah, who am I kidding? In for a pound....


INT. MONASTERY SANCTUARY - LATE AFTERNOON

Fred is lying down on a pew. Spike is seated beside her with a look of concern. Fred is sweating and looks pale and weak, but she's conscious.

CUT TO - Michael enters the sanctuary from the library.
MICHAEL
Well something's not right.

SPIKE
I'd say so. Care to define that a bit more?

MICHAEL
I plan to take another look--and I want to--
but I have two problems. The first is that without her other
half any conclusions I may reach are incomplete at best.

Angel is standing in the center aisle next to Fred's pew.
ANGEL
We'll try to locate her, but Illyria will only cooperate
if it suits her purposes, and I doubt her purposes
include helping someone she sees as her enemy.

SPIKE
And Blue isn't all that fond of you anyway,
Mr. Sorcerer, sir.

MICHAEL
(holding up his hands briefly)
No argument there, but I have no control over that.
(he looks directly at Angel)
The other item is our war.
I can't focus on two things at once, and neither can you.

ANGEL
(firmly)
I'll decide what to focus on, Michael, and right now, it's Fred.

MICHAEL
(under his breath)
And the Senior Partners.

ANGEL
(with a hint of anger)
Michael, if you've got something to say, say it.

MICHAEL
I do, Angel.
(he holds out his hands)
What's going on here?

ANGEL
Hmm, let's see. Utter chaos, daily bloodshed, innocent dead,
government people working for us one moment and against us the next,
at least three supervillains still on the loose that we know of, and,
oh yeah, I just had a previously dead friend whose body was infected
and destroyed by a skillion-year-old self-possessed demi-god
come back to life out completely of the blue. How was your day?

MICHAEL
At least a hundred innocent dead, actually.
And I can't believe you didn't mention
the Senior Partners in that sentence.

ANGEL
Michael, I...you need to cut me some slack here.
I've spent six years trying to get a handle on
Wolfram and Hart's overall plan and trying to undermine it.
Last year, I thought we'd finally succeeded in doing that,
but now look at what's happened!
The Senior Partners aren't going to just let us make things
better if it interferes with their plans.
We need to get to the source of the chaos if we're
going to fight it. You may think that's silly or paranoid--

MICHAEL
(cutting in)
You think I don't understand your point of view, but I do.
I just happen to disagree with it.
I believe we can make a difference if we're out in the streets.
Angel, people are dying. Real people.
People who can't get out of this city,
who are trying to rebuild. We need to help however we can.
Not worry about the evil law firm's secret spies or
some old vampire you used to know.

Angel walks right up to Michael and calmly stares him down.
ANGEL
Are you going to look at Fred or not?

MICHAEL
(gazing back)
Are you going to help the city...or not?

Long pause.

Finally, Michael relents.
MICHAEL
(petulantly)
I'll do my best.
I always do, you know that.

ANGEL
That's all I want.

Angel exits out the main entrance. Michael simply stares at his back as he goes. Spike frowns but says nothing. Michael kneels down beside Fred and closes his eyes for a moment. Fred looks up at him but does not speak. Michael puts his hand on Fred's forehead and begins to chant softly.


INT. MONASTERY - ANGEL'S OFFICE - CONTINUOUS

Angel sits down at his desk. He presses his fingertips to his forehead for several seconds, then takes out his cell phone and opens it up. He taps on some keys.

We hear a faint ringing.
NINA'S VOICE
Hi, this is Nina....

Angel waits for the greeting to complete.
ANGEL
(clearing his throat)
Hey...it's me. Sorry, I know you're busy.
Just...uh...wanted to know if everythings O.K.
Give me a call, will you? I'd like...to talk.
(pause)
Bye.

He hangs up and turns off the phone, obviously disappointed.


INT. MONASTERY SANCTUARY - CONTINUOUS

Michael finishes chanting and removes his hand from Fred's forehead. He looks perplexed.
MICHAEL
Fred, did you faint?
(he looks up at Spike)
No mumbling or convulsing first?

SPIKE
Nope, just your run of the mill consciousness-losing.

FRED
(weakly)
Except for the headache right before.

MICHAEL
The spell that split these two is something entirely unique,
so I'm grasping at straws here.
But it seems to me that prior to this Fred and Illyria were in
some kind of fused state. I don't think it was symbiotic, though....
(he frowns thoughtfully)
Maybe Fred simply fainted from the stress of everything
that's going on.
(he looks at Fred)
Do you remember anything?

FRED
No. Nothing. There was the headache...then it's all a blank.

SPIKE
Well, it sure is stuffy in here, that's for sure.
Lemme get some air going.

Spike gets up and walks over to one of the sanctuary windows. He picks up a metal rod and uses it it to tilt the bottom portion of the window pane out. He then crosses the sanctuary to the front door and swings it open.
SPIKE
There we go. Give us a nice big woosh
of L.A.'s lovely smogfest.

Suddenly, the maroon demon DROPS OFF THE ROOF, landing in front of the doorway.

Spike is startled and immediately takes up a defensive position.
SPIKE
Bollocks!
Where'd you come from?

The demon CHARGES at the opening, then BOUNCES HARD off of it and away from the doorway. It picks itself up, looking angry, and charges again--no difference. It glares at Spike.

Michael enters the front foyer and stops just behind Spike. He stares at the demon in bewilderment.

The creature turns abruptly and takes off running.
MICHAEL
That looks like the thing that was at the battleground
this morning. But that one was smaller.

SPIKE
The markings looked similar.
(he shrugs)
Maybe this's his big brother. But weird, yeah.
(beat)
At least we know you fixed the invite spell up right, Mike.

He turns and gives Michael a "thumbs up" gesture.
MICHAEL
(uneasily)
Uhmm, should we close the door anyway?


INT. LY'CHYMNI DEMON HIDEOUT - LATE AFTERNOON

Lorne looks around the cramped living quarters.
LORNE
Like what you've done with the place, Kirowak,
although I know a Feng Shui consultant that could
spice this place's energy up. She's local.

Kirowak peers at Lorne oddly. He has his sword in his hand.
KIROWAK
(to Gunn)
This is our guardian?

LORNE
If you mean guardian of good taste, then yes, absolutely.

GUNN
He's more like my...main administrative assistant.
We're still working on the protection plan, but, in the meantime,
I need to ask you something important, Kirowak.
(beat)
Where specifically did you get that sword?

Kirowak grins as he looks at the sword.
KIROWAK
This? Oh...it's nothing really.

GUNN
Really?

Kirowak looks around, as if unsure to say anything or not.
LORNE
Don't worry, my friend, your source won't get
sliced and diced or anything. Gunny Bear here may have
some answers to your problems if we know who made
that dandy piece for you.

KIROWAK
What makes you think someone I know made it?

GUNN
I know you didn't buy this at a pawn shop somewhere, and--
no offense--I don't think you or your uncle took it from
someone you were fighting with.

Kirowak shrugs noncommittally.
GUNN (cont.)
A demon artisan puts their mark of authenticity on any
superior piece of weaponary forged for a clan. It's like signing
your name on a painting. Only, I don't recognize the
insignia on the haft of your sword at all.

Kirowak is silent, then -
KIROWAK
That's because my daughter only makes weapons for us.

Kirowak points to a demon girl sitting alone by the television playing Tony Hawk Underground. Unlike the other demons in the room, her green Ly'Chymni skin is mottled with brown bumps and she has two small horns growing out of either side of her head.
LORNE
That little princess welds?

KIROWAK
It's in Adair's blood, although she didn't get it from me.
That, and lots of practice. But she's a natural.

GUNN
Then I have a proposition for you,
if you're still interested in our help.

KIROWAK
Of course!

GUNN
Can you come pay us a visit in tonight?

KIROWAK
Sure, Gunny Bear.

Gunn throws Kirowak a pained look.
KIROWAK
(backpedaling)
I mean, Mr. Gunn.

BLACK OUT.

END OF ACT TWO


Part 2