PROLOGUE:

Buffy runs onto a playground in the park being chased by two flesh colored demons, nasty twisted face, no mouths, you get it. She trips on the edge of the swing set and falls to the ground. One of the creatures looms over her. She snap kicks its leg knocking it into the pole of the swing set. She rolls to her feet. It turns to her. Roundhouse to the face and it drops. She pulls out a knife.

BUFFY: You demons can't resist a run and stumble, can you?

 
She throws the knife down at one of the creatures and it -- catches it. The other one grabs her from behind. She twists out and chucks it into the swing set pole. Both demons get up, one right in front of the other and face off with her. The first ducks and the second throws her knife back at her. She catches it. The first demon rushes in to attack. Swift kick to the stomach and Buffy chucks in over her shoulder onto a picnic table. Then a straight stab down into its heart with the knife. The second demon runs off as the first grumbles and dies. Buffy yanks the knife back out and turns.

BUFFY: One down, one... gone.

Camera moves from shot of the retreating demon to Buffy's hand, the back covered with a strange glowing substance. The substance fades into her skin unnoticed. Camera moves over to the dead demon's body, showing that the glowy stuff is the demon's blood.

Opening shot of Sunnydale High on a school day morning.

Cut to Willow and Buffy walking into the library.

WILLOW: So scabby demon got away?

BUFFY: Scabby demon number two got away. Scabby demon number one, big check in the slay column.

WILLOW: I don't like this whole no mouth thing. It's disquieting.

BUFFY: Well, no mouth means no teeth. Unless they have them somewhere else...

They sit down at the main table where Xander and Oz already are. Giles comes out of his office nearby.

GILES: Here we go, we've been researching the, uh, mayor's forthcoming ascension.

OZ: It's pretty riveting stuff.

BUFFY: What do we know?

XANDER: What don't we know. Tell her Giles.

GILES: Based upon the supposed date, graduation day, and the mayor being impervious to harm, I've cross referenced-

XANDER: He's a cross-referencing fool.

GILES: And I've eliminated several possibilities. It's not the ritual flaying of the demon Azarath nor the, uh ... I don't know what's going to happen.

OZ: That was kind of an anti-climax.

BUFFY: We don't know anything? The whole fake Angel thing was for nothing?

GILES: No, no, no. If nothing else Angel's charade has brought Faith's treachery to the open and this information on the ascension will prove useful eventually, I just need to put it together. We see Buffy scratching at her hand as Wesley enters, looking dapper as ever.

WESLEY: Terribly sorry, I was detained. Official counsel business. Mr. Giles, you were speaking?

GILES: I was just filling Buffy in on my progress regarding the research on the acension.

WESLEY: Oh, and what took up the rest of the minute?

 
GILES: Touche. Of course, my work is un- official. I'm sure, however, with the resources of the council at your disposal, you will have something to add.

WESLEY: Well, I am pleased to state, with certainty, that the demon Azarath will not in any way be involved...

The whole gang, minus Giles gets up and heads out of the library, leaving Wesley standing at the head of the table.

WESLEY: I'm sure we'll find out more soon.

GILES: Demon Azarath?

Cut to Buffy and Willow in the school hallway at Willow's locker.

WILLOW: So have you talked to Angel lately?

BUFFY: Not really. Seeing him bad, even pretend bad, and with Faith...

WILLOW: He only kissed her for the greater good.

BUFFY: I don't know. To the naked eye it looked like fun. Or maybe it wasn't. Maybe he wasn't even tempted. I just wish I could be sure.
WILLOW: As always, I advise you to ask.

BUFFY: Think he'd tell me?

RANDOM STUDENT: Hogan! Cut to Percy walking towards Willow and Buffy with Hogan, who, like Percy is wearing a letterman's jacket. Student goes up to Hogan and shakes his hand.

RANDOM STUDENT: Great game man. Xander joins Buffy and Willow.

XANDER: Hogan Martin thinks he's sooooo hot. Like we should all be awed by him cuz he can put a ball in the net.

HOGAN: Hey Xander.

XANDER: He said my name! He knows my name!

PERCY: Hey Will.

Hogan and Percy stop at the Scooby Gang.

WILLOW: Hi.

PERCY: Um, look, I can't make the study session after school. Ummmm, can we do it 5th period?

WILLOW: Ok. Did you finish the reading?

PERCY: Most of it.

WILLOW: (in school teacher, un-approving type voice) Percy.

PERCY: I'll finish it at lunch.

WILLOW: That's my litttle trooper

HOGAN: I don't know what you're doing to him. I actually heard him complete a sentence. It had a clause and everything.

PERCY: You're watching the game, right?

WILLOW: Wouldn't miss it!

XANDER: See ya Hogan.

The basketball guys leave. Xander leaves too, heading down the hall the opposite way. Buffy and Willow walk together.

BUFFY: You're going to the game? I didn't know you liked basketball.

WILLOW: I didn't either. But I really started getting into it. Especially now that we're in the championship. It's so exciting. Too bad you're patrolling, we're all going. Oz, Xander, everybody.

Willow turns and heads off to class.

BUFFY: Great, everybody who isn't currently Buffy. Buffy scratches her hand again.

Cut to the library office with Giles. Giles has his nose buried in a tome.

GILES: You touched one of the demons? Buffy examines her hand under a magnifying lamp.

BUFFY: A good touch, not a bad touch. Anyway, it's been itching like crazy. (she switches off the lamp and swings it aside) No big, just another problem for the good people at Lubriderm, right?

Giles finds a picture of the demon. He set the book down in front of Buffy.

GILES: That's the demon in question?

BUFFY: In the disgusting flesh.

GILES: Hmm. He picks the book back up and steps away from her, reading it.

BUFFY: What?

GILES: It says they can infect the host.

BUFFY: Infect? Infect? Giles is still reading.

BUFFY: GILES! INFECT?!

GILES: Oh um, infect the host with an aspect of the demon. That's all it says.

BUFFY: An aspect of the demon?

Buffy grabs the book from him. Looks at it intently.

GILES: It's rather terse isn't it?

BUFFY: You mean like a part of it?

GILES: There could be any number of explainations for your hand. A new fabric softner can cause irritation. In any case, I would advise not to attempt to track the one that got away. Let's minimize your exposure.

BUFFY: Part of the demon? I hope it's not the outside part.

Cut to the ouside quad. Cordy and some other cheerleaders are leading a rally for the basketball team. The gang is sitting on a bench off to the side.

CHEERLEADERS: H. O. G. A. N. It's Hogan. Goooo, Hogan.

Everyone claps and cheers as Hogan steps out.

BUFFY: Is it me or is this really lame?

OZ: I don't know. I usually enjoy lameness, and this is leaving me kinda cold.

WILLOW: (reading the school newspaper) Well, according to Freddy's latest editorial, 'the pep rally is a place for psuedo-prostitues to provoke men into a sexual frenzy which, when thwarted, results in pointless athletic competition.'

XANDER: And the downside being?

WILLOW: The school paper is edging on depressing lately. You guys notice that?

OZ: I don't know. I always go straight to the obits.

Willow notices Buffy running her hands over her hair.

WILLOW: What are you doing Buffy?

BUFFY: Nothing... Checking for horns.

Buffy hops off the bench away from them. Willow quickly goes after her and they stop to talk a short distance away from Oz and Xander who still watch the rally.

WILLOW: Ah, you know, Buffy, I don't even think Giles is right about you becoming like a demon. I mean he's totally burnt. You know, dealing with faith and this ascension thing. Between you and me, he's not doing his best work.

BUFFY: What if he is right? I'm suddenly going to grow this demon part and we don't even know what it is. It could be claws or scales...

Willow's expression turns shocked.

BUFFY: What?

WILLOW: Was it a boy demon?

Cut to cheerleaders.

CHEERLEADERS: T. O. M. It's Tom. Goooo Tom.

Cut to Oz and Xander on the bench.

XANDER: They really are very good!

OZ: Their spelling's improved.

XANDER: You know Oz, I look at all this beauty, all these healthy young woman and I wonder why I ever wasted my time on Cordelia. I mean, look at her. She's no better looking than the rest of them. OZ None of them are really my-

XANDER: Oh my God, he's looking at her! Xander sees Wesley a distance away on the stairs, staring at Cordelia in awe.

XANDER: He's got his filthy adult Pierce Brosny eyes all over my Cordy. Wesley shakes his head and continues up the stairs.

OZ: You're a very complex man, aren't you?

Back to Will and Buffy....

BUFFY: It's just I'm scared Will. There's this thing in me and I can't find it. I can't stop it. What if it changes me. Not just the way I look. All of a sudden I could be something that's not me anymore.

CHEERLEADERS: 7. 8. P. E. R. C. Y. It's Percy. Gooo Percy.

WILLOW: (looking away from Buffy and at the cheerleaders) Yeah, woo hoo!...sorry, they spelled Percy, and, and, I have to show support-he's needy. But I heard what you were saying, really. And I would be frightened too, but I'm sure you're gonna be okay.

Dissolve to Buffy walking down the sidewalk at night. She stops and pulls out her compact mirror, takes a look.

BUFFY: Still gotta mouth. She turns and is startled by Angel standing right behind her.

ANGEL: Sorry.

BUFFY: It's okay. I didn't see you so I should have known you were there. What are you doing here?

ANGEL: It's a dangerous time. You know, with Faith.

BUFFY: Yeah....Faith. She...well... Faith, what can ya say about her? They walk together.

ANGEL: I just wanna make sure you're, you know, ok. That you're, safe. She stops and faces him.

BUFFY: And the fact that you're right here, does that mean Faith's around? Are you keeping me safe by tracking me, or are you tracking her?

 
ANGEL: I'm tracking you. Something's bothering you.

BUFFY: A lot of things. They start walking again.

BUFFY: The most recent being this demon. Actually, two. I touched one of them and now I'm gonna get a big case of the bumpies, or a tail, or something.

ANGEL: An aspect of the demon.

BUFFY: You know the drill.

ANGEL: By rumor. That doesn't mean anything. I mean, sometimes demons, they just exagerate their power.

BUFFY: Demon hype. Maybe not. I spend all my time in the dark here anyway. It's not like I'd be at a gain you know with my friends where someone could see me and my new monster part. Angel grabs her arm and pulls her around to face him.

ANGEL: Hey, I won't let anything happen to you if I can help it. No matter what, I'll always be with you. Hey, I'll love you even if you're covered with slime.

BUFFY: I liked everything until that part.

Cut to the school the next morning. Willow, Oz and Xander are excitedly entering the lounge area.

WILLOW: Could you believe it? Right at the buzzer. Three points for the win. They all sit down.

OZ: It was intense.

XANDER: Yeah, for a minute there I thought you're gonna make an expression.

OZ: Well, I felt one coming on. I won't lie.

WILLOW: Man, I've never seen anyone jump like Hogan Martin. They should call him -- the jumper.

XANDER: Or a name that isn't an article of women's clothing. Hey, remember when-

WILLOW: Shhh.... Xander shuts up as Buffy approaches the group.

BUFFY: Hmmm... quietness. We either lost, or we won and you don't want me to feel bad.

WILLOW: Well, yeah it wasn't a really good game.

XANDER: Yeah tall hoops, with thin tall guys. What's the point? Cordelia walks up to get something off a table nearby.

OZ: Pretty dull.

CORDELIA: Are you guys crazy? That was an incredible game! I've never cheered so hard in my life. I still have knee marks on my back. (off their looks) From the pyramid.

WILLOW: Yeah, well, I still bet patrolling was way better cause, wow, important.

BUFFY: Well I thought I saw a four legged demon. But it was just a dog.

OZ: A weredog?

BUFFY: Regular

XANDER: Tough luck. Xander looks at Cordy talking with her friends.

XANDER: (V.O.) I wonder if she and Wesley have kissed.

BUFFY: It really bugs you huh?

XANDER: What?

BUFFY: Cordelia and Wesley, smooching.

XANDER: Man, you read my mind. Slow zoom in on Buffy as she realizes what just happened.

Buffy walks down the school hallway, in her own world. She bumps into a teacher.

MR. BEECH: Ooo, whoa there. You watch where you're going now.

BUFFY: I'm sorry Mr. Beech, I will.

MR. BEECH: (V.O.) (as he walks away) Students. If we could just get rid of all the students.

Buffy continues down the hall. Students thoughts assail her.

 
GEEKY MALE STUDENT: (V.O.) When I'm a sophomore jillionaire and you're all flipping burgers. Who's the loser then...

FEMALE STUDENT: (V.O.) 'Maybe I'll take french, I said. How hard can it be, french babies learn it.' IDIOT!

SOME STUDENT WITH BAGGY PANTS: (V.O.) I swear, someday my pants are gonna fall right off.

ANOTHER MALE STUDENT: (V.O.) Buffy is so beautiful. She stops, gives a furtive glance at the guy.

ANOTHER MALE STUDENT: (V.O.) I mean, look at that body. She raises her arm to shield a blush.

ANOTHER MALE STUDENT: (V.O.) God, I would love to shove her against that locker right now and just oooh.

She mentally freaks and hurries past. She almost bumps into another guy who looks at her. We don't hear his thought but she breaks into a run.
Cut to Buffy talking to Giles in the library.

BUFFY: Is this the thing? The aspect thing? Because I gotta say, if it is, it is way better than a tail. I mean, I have a hard enough time finding jeans that fit right.

GILES: Buffy, slow down. I'm not even convinced that this is genuine mind reading. You're most likely projecting your-

BUFFY: When I walked in a few minutes ago, you thought 'Look at her shoes. If a fashion magazine told her to, she'd wear cats strapped to her feet.

GILES: I...um... GILES (V.O.) The demons are telepathic. I should have known. That's why they didn't need mouths.

GILES: Of course, demons are telepathic!

BUFFY: I know, you just told me. That's why they don’t need mouths. And you should have known.

GILES: This is astounding.

BUFFY: It was happening out in the hallway. Principal Snyder has Walk Like an Egyption stuck in his head. And the boys at this school are seriously disturbed. It's wierd, but Giles, think about it. Think about what I could do.

GILES: It could be very useful. You could anticipate your opponent's every move. Turn his plans against him.

BUFFY: Oh, way better than that.

Cut to Buffy in literature class.

BUFFY: Jealousy! Willow is seated to her right, with Xander behind her. Nancy, annoying miss-know-it-all is to Buffy's left. The teacher walks around the room.

TEACHER: Buffy. Right. Very good.

NANCY: (V.O.) I knew that.

TEACHER: Jealousy clearly is the tool that Iago uses to undo Othello. But what's his motivation? What reason does Iago give for destroying his superior officer?

NANCY: (V.O.) Cassio has my place. Twix my sheets, he's done my office.

BUFFY: Well, he was passed over for promotion. Cassio was picked instead and people were saying that Othello slept with his wife.

WILLOW: (V.O.) Buffy did the reading? Buffy understood the reading?

XANDER: (V.O.) When did she study? Was I supposed to study? Ms. Murray's kinda hot.

NANCY: (V.O.) I was gonna say Cassio. Uh, I hate her.

TEACHER: Any other reason.

NANCY: (blurting out) Race!

TEACHER: Uh... good Nancy. Can't overlook that. Boy sitting at Willow's right,

FREDDY: (V.O.) Look at them, scrambling for the teacher's praise like pigeons for thrown bread crust.

Buffy turns.

BUFFY: (whispering) Will, who's that guy.

WILLOW: That's Freddy Iverson. He writes those editorials for the school paper. He's sardonic.

FREDDY: (V.O.) Bread crusts. That's deep. I should write that down.

Buffy turns and looks back at the teacher, now at the front of the room.

TEACHER: There's something else at work here.

BUFFY Well, he, um, he sort of admits himself that his motive are... spurious! He, um, he does things because he, he enjoys them. It's like he's not, he's not really a person. He's a, the dark half of Othello himself.

WILLOW: (V.O.) Huh...

XANDER: (V.O.) Woah! The teacher steps out from behind her desk and approaches Buffy.

TEACHER: Buffy. Really. Very astute. I said something quite like that in my dissertation.

BUFFY: I know. Uh, I mean... I agree. With that.

TEACHER: Yes, and doesn't that also explain Othello's readiness to believe Iago. Within seconds he turns on Desdomona. Camera moves in on Buffy as the teacher speaks.

TEACHER: He believes that she's been unfaithful. And we're all like that. We all have our little internal Iagos, that tell us our husbands or our girlfriends or whatever, don't really love us. But you never really see what's in someone's heart.

The classroom scene fades to Angel walking toward his draped over doorway. Buffy opens the drapes. Angel brings up his arm, shielding himself from the daylight.

BUFFY: Oooh sorry. Sorry about the daytime. I just ducked out of school and that's when they have it.

They head into the main room.

BUFFY: Um...you look good. I mean, I, I know I saw you last night, but sometimes things can change really quick.

They sit down on the couch

BUFFY: I mean really quick. Listen to me. I'm talking like Faith

His eyes snap to hers, then he looks down again.

BUFFY: You know, not that she was so bad to have around... You know, before the evil... You know, I think she was hurting a lot. And some people, protective type people, might be drawn to that I guess... Well, the thing about Faith-

ANGEL: You can't get into my mind.

BUFFY: How did you...why not?

ANGEL: It's like the mirror. The thoughts are there, but they create no reflection in you. You got the aspect of the demon.

BUFFY: Yeah, Giles doesn't know how long it's gonna last. It's OK, a little headachy, but...

ANGEL: You don't have to play games with me Buffy. Ever.

BUFFY: Well, you're not exactly Joe-here's- what-I'm-thinking.

ANGEL: So ask me.

BUFFY: Oh, but that woulda made sense.

ANGEL: What do you wanna know about? Faith? How I felt kissing her, pretending to have no soul? Watching you suffer?

 BUFFY: Well, since you bring it up...

ANGEL: I hated hurting you, more than I could stand.

BUFFY: Look, the thing about Faith, I'd understand. You know, she has, you know, that whole bad girl thing working for her.

ANGEL: Kissing her meant nothing. I don't want a bad girl. I've done that before. I've lived a long time Buffy, and I'm past that. I've been with dozens of girls like her. More.

BUFFY: Oh this honesty stuff is funnn.

ANGEL: I mean, there's no comparison. In two-hundred-forty-three years, I've loved exactly one person.

BUFFY: Ohh...it is me right?

ANGEL Next time, just ask.

BUFFY: Ok.

ANGEL: And Buffy, be careful with this gift. A lot of things that seem strong and good and powerful, they can be painful.

BUFFY: Like say, immortality?

ANGEL: Exactly, I'm dying to get rid of that.

BUFFY: Funny.

ANGEL: I'm a funny guy.

Cut to the library where Willow, Oz, Xander, Cordelia, Buffy, Giles and Wesley are gatherd around the table.

XANDER: She can read our minds? Our every impulse and fantasy.

BUFFY: Every one.

XANDER: (V.O.) Oh god.

CORDELIA: (V.O.) I don't see what this has to do with me.

CORDELIA: I don't see what this has to do with me.

WILLOW: Well, I think it's great. Right? I mean, you enjoy your other slayer powers.

BUFFY: Yeah, and it'll be fun. Did you see Nancy Doyle's face in English Class today?

WILLOW: Yeah, she's supercompetitive, and you really showed her.

WILLOW: (V.O.) She's hardly even human anymore. How can I be her friend now? She doesn't need me.

BUFFY: No! I do need you.

CORDY: Ok, what are you talking about? Because you are soooo creepy right now.

GILES: Um...I think there must be some precedence for occurrences such as this. Uh, I'll research it. Wesley, can you give me a hand?

WESLEY: Of course. Where do you think we should start?

OZ: (V.O.) I am my thoughts. If they exist in her, Buffy contains everything that is me and she becomes me. I cease to exist.

OZ: Hmm...

XANDER: (V.O.) What am I gonna do? I think about sex all the time! Sex! Help! 4 times 5 is thirty. 5 times 6 is 32. Naked girls. Naked Women! Naked Buffy! Oh stop me!

BUFFY: God Xander! Is that all you think about?

XANDER: Actually... bye. Xander runs from the library.

WESLEY: Xander has just illustrated something. Chances are, you're all going to be thinking whatever you least want Buffy to hear. It's a question, of course, of mental discipline.

GILES: He's right. There are...

WESLEY: (V.O.) Look at Cordelia. No! Don't look at Cordelia! She's a student! Oh I am a bad man. I'm a bad, bad man!

Buffy gazes intently at him.

WESLEY: Excuse me. Wesley exits into Giles' office.

WILLOW: What's it like Buffy?

BUFFY: I don't know. It's a little weird. But... Look, please, don't for a second think that I don't need you, because I do. I want to share this with you. It's like all these doors are opening to all these little worlds, and I can just walk right inside.

OZ: (V.O.) No one else exists either. Buffy is all of us. We think. Therefore, she is.

WILLOW: (V.O.) She knows so much. She knows what Oz is thinking. I never know that. Before long, she'll know him better than I do.

BUFFY: No, don't think that.

WILLOW: I can't help it Buffy. I'm sorry, I just can't. Willow gets up and runs from the library.

OZ: If you don't need me, I'm gonna follow the red-head. Oz leaves also.

BUFFY: (to Giles and Cordelia) Guess I won't be writing that book, 'Gaining Friends through Telepathy.'

CORDELIA: (V.O.) Whatever. I wonder when I can go.

CORDELIA: Whatever. Can I go?

WESLEY: (sticks his head out of the office) Excuse me. Can you hear me thinking in here? I could go out into the hall.

BUFFY: You know what? You stay. I'm getting a headache. I'll go.

Buffy grabs her stuff and exits. Dissolve from concerned Giles to Buffy walking down the crowded hallway. She hears numerous thoughts all run together.

THOUGHTS: (V.O.) She is so hot! I hate my body. No one is ever gonna love me. What if I never get breasts? I can't beleive the test is today. He has the cutest butt. She passes Nancy.

NANCY: (V.O.) Hmph, I hate her.

Cut to Giles and Wesley in Giles' office.

GILES: Here. It's happened before. A man in Ecudaor. Quite recently.

WESLEY: Can we contact him?

GILES: I'd say not. He can't communicate with anyone.

WESLEY: Dead?

GILES: No, he's in complete isolation. The power -- he can't shut it off.

 

Cut to Buffy standing along the serving line in the cafeteria. Jonathon is next to her in line. The cacophony of thoughts continues.

THOUGHTS: (V.O.) It's gotta get better. Please tell me it gets better. I hate school.

JONATHAN: (V.O.) Am I normal?

JONATHAN: Are you through with the mashed potatoes? Buffy looks at him.

JONATHAN: (V.O.) She doesn't even know I'm here. Look at everybody, none of this matters.

Buffy steps away from him to walk into the cafeteria.

THOUGHTS: (V.O.) Come on! Come on! She's a loser. She has the sweetest face I've ever seen. Oh my god, quiet down. If I stand just in the right spot, I can probably see into the arm hole of her top.

All the voices blend into incomprehensible din as Buffy walks through the center of the cafeteria with her tray. Suddenly, the voices all stop.
EVIL VOICE: (V.O.) This time tomorrow, I'll kill you all!

Buffy stands in the center of the cafeteria in lunchtime swing. Everything silent. Her tray slips from her hands. It smashes and silverware clanks as it hits the floor. Everyone claps and laughs. The thought voices come pouring back. She runs over, grabs a student, looks at his face.

STUDENT: (V.O.) She's gone nuts. She turns and grabs another girl walking by.

GIRL: (V.O.) I hate being here. She grabs and looks at more people as the thoughts blare. She grabs and looks at Jonathan.

JONATHAN: (V.O.) She touched me.

She turns away from him, looking around at all the students. Thoughts, thoughts, thoughts. She puts her hands to her ears, trying to block them out. The camera spins dizzily. Buffy lets go of her ears and drops to the floor unconscious. Black.

Fade up on Willow, Xander, Cordy, Giles and Oz looking down at the camera, trees in the background above them.

WILLOW: (V.O.) I think she's waking up now.

OZ: (V.O.) She's ok.

GILES: (V.O.) Oh thank god!

XANDER: (V.O.) Her eyes are opening.

CORDELIA: (V.O.) I'm cold.

GILES: You alright?

CORDELIA: I told them not to move you. They probably severed your spinal cord.

BUFFY: I'm ok. Buffy sits up.

GILES: Buffy... Giles holds onto her.

BUFFY: No really. I'm OK. Listen, there's a killer in the cafeteria.

XANDER: See, I've been saying for years that the lunch lady's gonna do us all in with that Mulligan Stew.

CORDELIA: (hits him on the arm) Xander.

XANDER: I mean, what the hell's a Mulligan?

BUFFY: Someone was thinking about it. They thought 'This time tomorrow, I'll kill you all.' I have to find them.

Giles helps her up.

GILES Well, did you, uh, recognize a voice?

BUFFY: No. WILLOW Boy or girl?

BUFFY: I don't know. I mean, it was hardly human. It was full of so much anger and pain.

She starts to walk away from them. The cacophony of their thoughts intrudes.

THOUGHTS: (V.O.) Annoying.

It builds and she stumbles back. Giles keeps her from falling.

GILES: Buffy, count.

BUFFY: No, I have to find them.

XANDER: Yeah, I mean, who hasn't just idly thought about taking out the whole place with a semi-automatic?

Everyone stares at Xander.

XANDER: I said idly.

BUFFY: I know the difference. He... she... whoever, they meant it. They're gonna do it.

GILES: (V.O.) She looks so tired.

WILLOW: (V.O.) How horrible.

CORDELIA: (V.O.) I'm not getting any warmer.

XANDER: (V.O.) I bet it was Hogan.

OZ: (V.O.) Who could it be?

BUFFY: (grabbing her head) Shut up!... Uh, I'm sorry. I, it's just, can you guys not think so loud? Or, so much...

GILES: Buffy, you should go home. I, I'll take you home.

BUFFY: Yeah, ok, wha-No! Look, I need you guys to go back to the cafeteria. Make a list of everyone who's there. We have to find the killer before lunch tomorrow.

WILLOW: We'll do it Buffy. A list of all the students.

BUFFY Yeah. Nancy was there. She's scary. And, uh, oh teachers too. Mr. Beech, he thought something about getting rid of all the students.

GILES: Come on. Giles helps her away and the group walks the other way

BUFFY: I can't shut it out Giles. It's like this invasion of my head. It's like there's these strangers walking around in there. It's just a... Look at this, I can't even be around people anymore. Not that they're really clamboring to be near me anyway. Even you.

GILES: I'm sorry Buffy. It's hard for all of us. Wesley and I are, are looking for a way to help.

BUFFY: I'll be okay right? I mean, even if you can't get rid of it? They reach the passenger side of Giles' car.

GILES: You'll be fine. I promise. He steps away from her.

GILES: (V.O.) If it doesn't go away she'll go insane.

Buffy stops dead in her tracks, shocked at Giles' thoughts.

Cut to Oz, Willow, Cordy and Xander sit in the library at the table. Willow has the list.

WILLOW: I think we have everyone that was in the cafeteria. I'll do some computer work. Match it against the FBI mass- murderer profiles. See if maybe we can rule some people out.

XANDER: I'm still having trouble with the fact that one of us is just gonna gun everybody down for no reason.

CORDY: Yeah, because that never happens in American High Schools.

OZ It's bordering on trendy at this point.

WILLOW: Besides which, Sunnydale High, center of evil and all that. Let's get to work. We have till lunch time tomorrow. We hope.

Cut to Buffy at home in bed. Joyce folds her blanket over.

JOYCE: There, you look better already.

BUFFY: Thanks mom.

Joyce speeds out into the hallway.

JOYCE: I'm uh, I'm just going to get you another pillow.

BUFFY: I really don't need one.

Joyce comes back in with the pillow.

JOYCE: But you need another blanket.

She sets the pillow on the bed, turns back again.

BUFFY: Uh, mom, I'm fine.

Joyce grabs the blanket, comes back in.

JOYCE: How about, some soup? Chicken and stars.

She sets the blanket on the bed.

BUFFY: Mom, please, just come sit with me.

Joyce fidgets and steps back from the bed.

JOYCE: I've uh, I've got laundry.

BUFFY: Why are you...? (she bolts up in bed) You had sex with Giles?!

JOYCE: (gasps)

BUFFY: YOU HAD SEX WITH GILES?!

JOYCE: (turns to hurry out of the room) It was the candy! We were teenagers!

BUFFY: On the hood of a police car?!?

JOYCE: (stops just outside the room looking back) I'll be downstairs. You feel better. (she hurries away)

BUFFY: (calling after her) TWICE!!!!

Cut to Oz, Xander and Cordy at the counter in the library. Willow is behind the counter.

WILLOW: Okay, I've taken our list and narrowed it down to a dozen strong suspects. Here are your personalized assignments. She starts handing out worksheets.

XANDER: Ooo, I was hoping there'd be assignments.

CORDY: I think I should work with Wesley.

XANDER: You have no shame.

CORDY: Oh please, like shame has something to be proud of

WILLOW: Be quiet! (off their looks) Sorry, but, but this is important. Talk to everyone on your list. And use the sample questions.

They look over the sheets as Willow eyes them.

WILLOW: Today people! The three go to exit the library.

WILLOW: Oh! Write neatly. And, and label your worksheets.

Cut to Will in the library interrogating Jonathan.

WILLOW: Fantasy's are fun, aren't they Jonathan?

JONATHAN: Uh... I guess.

WILLOW: We all have fantasies that we're powerful, more respected. Where people pay attention to us.

JONATHAN: Uh... maybe.

WILLOW: But sometimes the fantasy isn't enough, is it Jonathan? Sometimes we have to make it so people don't ignore us. Make them pay attention. You know what I'm talking about, don't you?

JONATHAN: Em, you... Want me to pay attention? Willow looks a little flustered.

Cut to Oz talking to Hogan outside at the basketball hoop. He sinks a basket.

HOGAN: This is for the yearbook?

OZ: Yeah. Personality profile.

HOGAN: Can you ask it again?

OZ: Sure. Do you ever feel that you've created a false persona for yourself, 'the guy who does everything right,' - and how much of a strain does it put on you to maintain it?

HOGAN: Uh, wow, I guess... Moderate strain. Is that a good answer? I want to get this right.

OZ: Yeah, that's good.

Cut to Cordy walks up to Mr. Beech in his classroom as he erases the board.

CORDELIA: Hi Mr. Beech! I was just wondering, were you planning on killing a bunch of people tomorrow? (smiles) Oh, it's for the yearbook!

Cut to Xander, talking to three cute girls sitting on the stairway.

XANDER: Okay, so turnoff's include smoking, insensitive men, and burkenstocks. Now, your idea of a perfect evening? Katie, let's start with you.

Cut to Oz entering the school yearbook/school paper office.

OZ: Uh, Freddy?

Oz steps inside. He looks at the wall which has framed front pages of the Sunnydale High Sentinel. Oz looks across the headlines. 'Teachers Fail Competency Exam', 'Drop-outs find Happiness' and 'Apathy on the Rise, No One Cares'. Oz turns and exits the room. The camera pans down to find Freddy, hiding under the desk.

Cut to Buffy standing at her bedroom window. It's dark outside and she has the window open. The range on her power has grown.

THOUGHTS: (V.O.) I should have just quit, no job is worth it. Look at him smiling, like he thinks I don't know about her. I'm going to tell him we're going to have a baby, Oh, I'm so happy! I can't beleive we're getting away with this. One more drink then I'll... [baby voice babble]

Buffy closes the window and climbs into bed. The thoughts blend into one long, rambling, incoherent stream. Our heroine curls up under the covers and presses a pillow to her head.

Cut to Giles and Wesley putting in late night research at the library. Wesley is mixing some ingredients

WESLEY: Well, it seems to be coming along all right.

GILES: Yes, Buffy's being driven mad, we have no proof that this is going to work, and it still requires the heart of the second demon, which we have no idea how to get without the slayer.

WESLEY: Negative thinking doesn't solve problems.

GILES: Who is going to get the demon heart? (to himself) Burke.

 

Cut to the second demon flying through the air. It lands none-to-gently, smashing a picnic table. It hops back up and Angel steps in to throw a punch which it dodges. The demon punches Angel. Angel shrugs it off, returns a punch, then steps in to throw the creature up onto a second picnic table (which doesn't give). The demon gets back to its feet as Angel leaps up onto the table. Angel gives it a solid punch that backflips it off the table. He jumps down. They wrestle for a moment and Angel ends up twisting the demon's arm and throwing it into a jungle gym. He comes in to continue but the demon backhands him, the blow spins him to the ground. Angel shakes his head, recovering from the blow. He looks up to see the demon running to escape. He gets up and pursues.

Cut to Buffy in bed the next morning. Joyce sits, curled up with a blanket on a chair in Buffy's room. Buffy is asleep, but tossing and turning.

 

Cut to the school. Willow is talking to Nancy in an empty classroom.

NANCY: Do I often imagine classmates are spying on me, or otherwise acting suspiciously?

WILLOW: Right.

NANCY: Not until just now.

Cut to Xander sitting at a table by the soda machine with Larry. Larry is eating lunch.

LARRY: What? Talk louder dude.

XANDER: I'm just saying, it's gotta be frustrating, having the secret. You gotta be kinda filling up with resentment, unexpressed rage, just waiting to burst out. Today at lunch...?

LARRY: (overly loud)) What secret? Being gay? Man, I'm out! I'm so out I got my grandma fixing me up with guys.

XANDER: That's uh, nice.

LARRY: But it sounds like, uh, you're having a rough time with it.

Xander gets uncomfortable.

LARRY: Look, just do it. That weird Freddy Iverson guy that does the school paper-

XANDER: He's gay?

LARRY: No dude, but I bet he'd put in like a coming out announcement for you. Something tasteful.

Cut to Oz, goes up to the newspaper office door. It's locked. He knocks.

OZ: Freddy.

We see Freddy stop at a corner behind him. Freddy turns and goes the other way.

Cut to Cordy, Oz, Willow and Xander in the library.

WILLOW: He's the only one we couldn't find?

OZ: Yeah. Freddy Iverson.

CORDELIA: The newspaper guy? But we can't figure out if it's him without the worksheet, right?

XANDER: (holding up the newspaper) We do have this people. Today's editorial titled 'Big Game Draws Mindless Brain Dead Mob'

CORDELIA: Does he mention the cheerleaders? Because we were on.
Cut to Buffy tossing and turning in her bed. Giles and Joyce stand in the doorway to Buffy's room.

JOYCE: I can't stand this. I keep wondering if I'm hurting her with my thoughts.

GILES: You're not. Not anymore. She can't pick one thought out of the... out of the din.

A knock comes from downstairs. They turn and bolt for downstairs. Wesley beats them to door below. He opens it and a smoking figure covered in a blanket steps inside. The figure pulls off the blanket and we see it's Angel. He holds a vial of glowing blue liquid.

ANGEL: I got it.

Cut to upstairs. Angel sets the potion on a burner. He sits down on the bed and pulls Buffy up into his arms.

BUFFY: (dazed, confused) Uh, no.

ANGEL: I'm gonna help you.

He grabs the potion and feeds it to her. She struggles but can't really resist. She gulps some of it down. He sets the potion aside and lays her back on the pillow. She seems better. He kisses her forehead. She starts to freak, thrashing and kicking, not knowing what she's doing.

ANGEL: Giles!

Cut to the Sunnydale High Quad. With the 'something's up' background music playing. The camera pans around the students moving about. The Scooby Gang passes through frame. The camera moves and then tilts up so we see the clock tower. Reverse to from the clocktower looking down at the Quad.

The camera pulls back into the darkness of the tower. We see Johnathan step into view. He crouchs down and opens a steel case. Inside, the disassembled parts of a high powered rifle. He grabs one of the pieces.

Buffy's bedroom. Angel kneels at her bedside, her hand clasped in his. Her eyes open and she turns her head to look at him.

BUFFY: Angel.

Buffy's mother sits down on the bed and we see Giles and Wesley in the room just behind her.

JOYCE: Thank god! Are you all right? Do you hear thoughts?

BUFFY: No. Did you find the killer?

Cut to Freddy sitting at his desk in the newspaper office. Willow, Oz, and Cordy burst through the main door. Freddy springs out of his chair to go out a side door but Xander comes walking through that one.

FREDDY: Ok Oz, you got me. (holds up his hand defensivly and sits back down) What are you're friends gonna do? Hold me down?

WILLOW: You better believe it buster! You can't threaten a big murder without getting us pretty darn ticked!

FREDDY: Murder? What murder? You're not here about the review?

OZ: The review?

FREDDY: Yeah. Last Thursday.

Freddy leafs through a paper on his desk, hands it to Oz.

OZ: (reading) Dingoes Ate My Baby play their instruments as if they have plump polish sausages taped to their fingers.

FREDDY: Sorry man.

OZ: (shrugs, sets down the paper) No, it's fair.

FREDDY: I just get a lot of hate mail and I thought you were gonna come and deliver some personally.

XANDER: Hey, if you find any tasteful announcement about me from Larry-

WILLOW: Xander, we have to figure this out.

CORDELIA: We have no shot. The killer could be anyone. We lose. Buffy enters behind the gang

BUFFY: We still have a few minutes.

WILLOW: Buffy!

XANDER: You're okay. Can you hear thoughts?

BUFFY: (shakes her head)

XANDER: Just when I wasn't thinking about sex.

BUFFY: Okay, here's the new plan. We're going to get Snyder to evacuate the school. I just hope the killer's not waiting outside.

CORDELIA: (reading from a letter off of Freddy's desk) By this time tomorrow, you'll all know what I've done. I'm sure you understand that I had to do it, and that although death is never easy, it's the only way.' (beat) God! Doesn't anyone write in to praise the Cheerleaders! We are so unsung.

Willow grabs the letter.

WILLOW: Jonathan! Oh, I had him in my grasp. Slippery weasel.

BUFFY: Split up. Find him.

Cut to Jonathan, assembling the rifle.

Cut to Oz opening a classroom door. He looks quickly around. It's empty.

Cut to Jonathan sliding the bolt action into place.

Cut to Willow runs into the library.

WILLOW: Jonathan! Are you in here? Nope.

She turns to run out.

Cut to Jonathan reaches into the case and pulls out the front stock and barrel.

Cut to Xander runs into the cafeteria.

XANDER: Jonathan! Jonathan!

He skids to a halt in the center of the caf. Looks around. Sees something.

XANDER: Ooo, Jello.

Cut to Jonathan lifts the front stock and barrel up to the rest of the gun assembly.

Cut to Cordelia hurries into the student lounge. She grabs one guy, looks at him. She moves over, grabs another one, looks straight at him. Frustrated she turns to leave.

Cut to Jonathan snaps the front stock and barrel into place.

Cut to Buffy runs into the Quad, looking at groups of students. She stops in the middle. She sees Larry. She sees Nancy. She turns and looks up, shielding her eyes from the sun. She sees him in the clocktower holding the rifle.

Buffy charges forward. She makes it to the base of the stairs. She hops onto the railing and runs up it. Students make noise at the spectacle and Nancy turns to see her. Buffy leaps up toward the roof grabbing onto the edge. She swings herself forward in a ball, then back, up, and over she does a back flip forward to land on her feet on the rooftile.

NANCY: I could have done that.

Cut to Jonathan puts a bullet in the chamber. Cut to Buffy runs across the roof.

 
Cut to Jonathan slides the bolt home, the gun's ready to fire. Buffy smashes through a boarded up tower window behind him landing in a crouch. He spins surprised and holds the rifle pointing at her.

JONATHAN: Get away from me! Buffy slowly stands up.

BUFFY: Ok Jonathan, you wanna point that somewhere else? He points the rifle slightly to the side.

JONATHAN: Don't you try and stop me!

BUFFY: (puts her hands up but takes a step forward) No, no no stopping. Just here for view. Hey, look, City Hall.

JONATHAN: (frazzled and sweating) Go away!

BUFFY: Never gonna happen.

JONATHAN: You think I won't use this?

BUFFY: I don't know Jonathan. (takes a step forward) I just-

JONATHAN: (Lurches back from her, aims the gun straight at her) Stop doing that!

BUFFY: Doing what?

JONATHAN: Stop saying my name like we're friends! We're not friends! You all think I'm an idiot! A short idiot!

BUFFY: (matter-of-factly) I don't. I don't think about you much at all. Nobody here really does. Bugs you, doesn't it. You have all this pain, and all these feelings and nobody's really paying attention.

JONATHAN: You think I just want attention?

BUFFY: No. I think you're up in the clock tower with a high-powered rifle because you wanna blend in. Believe it or not, Jonathan, I understand about the pain.

JONATHAN: Oh right. Cuz the burden of being beautiful and athletic, that's a crippler.

BUFFY: You know what? I was wrong. You are an idiot. My life happens to, on occasion, suck beyond the telling of it. Sometimes more than I can handle. And it's not just mine. Every single person down there is ignoring your pain because they're too busy with their own.

Jonathan lowers the rifle more. Buffy steps toward the window. She looks down at the Quad below.

BUFFY: The beautiful ones. The popular ones. The guys that pick on you. Everyone.

Jonathan slowly moves up behind her to see what she sees. He steps up right next to her.

BUFFY: If you could hear what they were feeling. The loneliness. The confusion. It looks quiet down there. It's not. It's deafening. She turns to face him.

BUFFY: You know, I could've taken that by now.

JONATHAN: I know.

BUFFY: (holds her hand out) I'd rather do it this way. He thinks a moment, then hands her the rifle. She turns and pulls the bolt back, ejecting the bullet. She sets the gun down, then turns back to him.

JONATHAN: I just wanted it to stop.

BUFFY: Yeah, well, mass-murder, not really doctor recommended for that type of pain. Besides, prison, you know, it's a lot like high school, only instead of noogies-

JONATHAN: What are you talking about?

BUFFY: Actions having consequences. You know, stuff like that.

JONATHAN: I, I, I wouldn't ever hurt anybody.

 
BUFFY: (Huh? expression)

JONATHAN: I came up here to kill myself.

Cut to Xander wanders back into the cafeteria kitchen. He sees a whole tray full of jello in little bowls. He grabs one of them. He pulls the red jello block out, lifts it to his mouth. As he does he looks up and stops dead in his tracks. The obese lunchlady stands over a cooking pot pouring in a big ole box labeled 'Rat Poison'. She looks straight at Xander. It's a Mexican stare off. From her to him to her to him. Xander drops the bowl and runs. The lunchlady drops the rat poison and grabs a butcher's knife.

Cut to Xander runs into the caf.

XANDER: RAT POISON! RAT POISON!

He knocks over a table. Crazed he turns knocks over another one. He runs, knocks a bunch of trays off another table. The lunchlady bursts out from the kitchen doors. Xander tries to escape but trips over a chair and tumbles to the floor. The lunchlady charges up. Xander shields himself as she pulls her arm back. Buffy Summers clamps her hand on the lunchlady's wrist, preventing her from swinging.

BUFFY: Okay, let's calm down.

LUNCHLADY: Vermin! You're all vermin. You come in here and you eat, and you eat. Filth!

BUFFY: I don't see this being settled with logic.

 
Buffy pulls the lunchlady forward by her arm, then twists her wrist back. The butcher's knife flys across the room, rebounds off a wall, and clatters to the ground. The lunchlady takes a swing at Buffy which Buffy easily ducks. Buffy double hooks the lunchlady hitting both times. The lunchlady lurches back. Buffy finishs her with a reverse roundhouse. The large woman flies across the room, knocking over tables and a student. She's out. Buffy turns to Xander, still terrified on the floor

Dissolve to outside Sunnydale High the next morning. Willow and Buffy walk up the first set of steps together.

WILLOW: So you're feeling better about Angel?

BUFFY: Well, we talked, and then he ripped out the heart of a demon and fed it to me, and then we talked some more.

WILLOW: See! That's how it should work! Giles walks up to them.

GILES: Morning.

WILLOW & BUFFY: Hi, Giles.

WILLOW: Oh! I should get to the yearbook office. I'm gonna give 'em the murderer profiles. They're really a good read.

Buffy waves bye.

GILES: Bye.

WILLOW: Cya.

Buffy and Giles continue on together.

GILES: How are you?

BUFFY: Loving the quiet. Nobody in here but me.

GILES: Jonathan? How's he?

BUFFY: Pretty crappy. His parents are freaking. He got suspended. And toting a piece to school, not exactly winning him a place with the in-crowd. But, I think he's dealing.

GILES: Well, it's good of you to check on him.

BUFFY: Well, it's nice to be able to help someone in a non-slaying capacity. Except, he's starting to get that look, you know, like he's gonna ask me to Prom.

GILES: Well, it would probably be good for his self-esteem, if you...

BUFFY: Oh come on! What am I, Saint Buffy? He's like three feet tall!

GILES: I'm glad to see you've recovered from your psychic encounter more or less intact. Feel up to some training?

BUFFY: Sure. We can work out after school. You know, if you're not too busy having sex with my MOTHER!

At which point Giles walks right into a tree.

BLACK OUT