PROLOGUE:

Fade into Walsh talking to Adam.

Walsh: Almost time to wake up, Adam, and take your first look at the world.  I know you're gonna make me proud.

Cut to Walsh getting skewered by Adam.

Walsh: Aah!

Giles (v.o.): Previously on Buffy the Vampire Slayer:

Walsh (v.o): Adam...

She falls to the floor.

Cut to Adam and Spike.

Adam: Spike, I want you to come with me.  You're going to help me with my problem.

Spike: Slayer's got powers.

Adam: Take them away from her.

Spike: This all goes down, the chip comes out.

Adam: Scout's Honor.

Cut to the crypt where Buffy and Forrest fought Adam.

Forrest: Riley had a career.  He had a future 'till he met you and yeah, I got a problem with that.

Forrest uses his blaster on Adam, shocking him.

Adam just looks at Forrest.

Adam: Thank you.

Forrest runs up to Adam, only to get a skewer put in him.

Cut to Giles' apartment.

Buffy: Okay, Adam was at that cave, so maybe he was there for a reason.  I'll go back, I'll scope it out--

Giles: You don't train with me anymore.  He's going to kick your ass.

Buffy: Giles!

Xander: Stupid.  So you finally had the guts to say it to my face.

Willow: What exactly do you mean by 'witch stuff'?

Buffy: You guys, what is happening?!

Willow: Buffy, things have been wrong for a while!

Buffy: I'm starting to understand why there's no ancient prophecy about a Chosen One and her friends.

As she storms out:

Buffy: If I need help, I'll go to someone I can count on.

Adam: I've been waiting for you.

Riley: And now I'm here.

Fade into an exterior shot of the College.

Cut to the crypt.

Buffy is walking around.

Buffy: Riley?

She turns around and walks over to somewhere else.

Buffy: Riley?

Cut to Riley and Adam.

Adam: Your thoughts are troubled.  In turmoil.  I understand, brother. We have a lot to discuss.  Speak.

Riley: What have you done to me?

Adam: Nothing.  It was mother, Your...Professor Walsh.  She implanted the behavior modifier.

Riley: A chip in my head.  She really did it.

Adam: Actually, the chip is here. (points to his chest) Tied directly into your central nervous system through your thoracic nerve.  This is Phase One of your preparation.  It lay dormant until the time came.  I simply activated it, brother.

Riley: Stop calling me that.  I'm not your brother.  You're a botched science experiment.  I'm a human being, who's gonna do everything in his power to--

Adam: Sit.

Riley sits down.

Adam: You have no power.  Not yet.  Once you forget your old life and embrace your destiny as I have, you will know power you've never dreamed of.  I think you're going to like it.

Opening credits roll.  "Buffy" theme plays.

Fade into the crypt.

Adam is walking around.

Adam: Humans claim to old ways and ancient feuds.  And they're hopeless with technology.  Unworthy. (he turns around)

Riley: Not really wanting a lecture right now.

Adam continues walking.

Adam: Disappointed by demon-kind, we turned to humans.  Smart, adaptive, (he turns around) but emotional and weak.  Blind.  There's imperfection everywhere.  Something must be done.  Who will deliver us? 

Riley says nothing.

Adam: Mother.  She saw our future.  Yours and mine.  She saw that you were necessary.  She saw the role you will play by my side.  Stand up.

Riley stands up.

Adam: You see, we are brothers after all.

Cut to Spike in the crypt.

Spike: It warms the cockles of my non-beating heart seeing you lads together.

Adam: I didn't send for you, Spike.

Spike: Yeah, well...I'm not much the being-sent-for type.

He starts walking forward.

Spike: I'm much more the "I did my part, now get this chip out of my head" kind of guy.

Spike looks at Riley.

Spike: Slightly stiffer than usual.

He snaps his fingers in Riley's face, who doesn't move a muscle.

Spike: Subtle, but I like it.

As he starts nudging Riley:

Spike: What's with him?

Adam: I activated his chip.

Spike: Oh, so, it's chips all around, is it?  Someone must've bought the party-pack.

Adam: You get yours removed when the Slayer is where I want her.

Spike: She's separated from her friends.

As he walks over to a chair:

Spike: They want nothing to do with her.

As he sits down:

Spike: She's all alone.

As Adam walks over to Spike:

Adam: That's how I want her.  Where I want her is down in the Initiative.  (stops walking) She will ensure that as many demons die as humans, she will achieve maximum carnage before she's too weak to go on.

Riley: No.  You can't--

Adam: Stop talking.

Riley stops.

Adam looks at Spike.

Spike: Right.  The Initiative.  But getting her there--that's what the bleeding disks are for, isn't it?  Our little witch gives her the info and pop--Alice heads back down the rabbit hole.

Adam: The witch.

Spike: Uh, Willow.  (uses his hands to demonstrate height) About so high, perky, good with math.  Natural choice.

Adam: A friend.

Spike: Right.

Adam: One of the friends from whom you so efficiently separated her.

Spike: Damn right I did.  You should've seen her.  They won't be talking to each other for a long, long--

Adam looks down at Spike.

Spike: Hang on.  I think I might've detected a small flaw.

Adam: So you failed.

Spike: Well, hey, you're supposed to be so smart.  (he stands up) You let me plan this thing.  Okay, let's not quibble about who failed who. The important thing is make sure the Slayer is where we want--

Adam: Go.

Spike: Gone.

He starts to leave.

Halfway out, he stops and turns to him.

Spike: So, uh, we'll do this chip thing when I get back.

Adam just looks at him.

Spike nods his head in agreement and leaves.

Cut to an exterior view of Giles' apartment.

There is a knock at the door.

Cut to the interior.

Giles: Oh...

He walks over to the door and opens it.

Tara and Willow are on the other side.

Willow: Hey.

Giles: Hello.  (looks down at his clothes) Um, oh, uh, pardon the robe.  It's a bit of a late start.

Willow: Right.

Tara: I hope you're feeling all right, Mr. Giles.

Giles: Oh, yes, quite well, thank you.  I'll--I'll probably have abrisk jog later on.  Did you want something?

Willow: I forgot my laptop and the disks.

Giles: (takes off his glasses) Uh, yes, please, please come in.

Willow walks inside.

Giles: Will you be working here?  Uh, typing...talking?  Because, um, that will be fine.

Willow: (smiling) No, that's okay.

She takes her laptop and puts it in her bag.

Giles looks at Tara, who smiles and nods.

Willow comes back over to the two.

Willow: Got 'em.  So...see ya.

Giles: Right.  Yes, well, good luck with--with all that.

Willow: Ok.  Bye.

Tara: Bye.

Giles: Bye.

He closes the door.

Cut to Buffy and Willow's dorm room.

Buffy gets up from the floor and walks over to look at a picture of her, Willow, and Xander.

She puts the picture down and picks up the phone.

After a beat, she puts the phone down.

She walks over to a bag, and takes an axe.

Cut to an exterior view of Xander's house.

Cut to the interior view of Xander's basement.

Xander is lying in bed.

A door closes.

Anya: (o.s.) Xander?

She comes down the stairs.

Anya: You said you wanted to check the board at the unemployment office this morning.

She lifts the covers.

Anya: You can't go like that.  They won't even interview you if you're naked.

Xander: I'm not going.  There's never anything good.

Anya: (sighs)

Xander: Maybe I should join the Army.

Anya: Don't they make you get up really early in the morning?

Xander: Oh, yeah.

As Xander pulls the covers over him:

Xander: Never mind.

She pulls the covers away from his face.

Anya: Are you still upset about that fight you had with your friends? It was hours ago!  Get over it.

Xander: Anya, you--Forget it.

Anya: So, they all think you're lost, directionless loser with no plans for his future?  Pfft.

Xander: Anya, you can't "pfft" that stuff away.

Anya: Why not?

Xander: I don't know.  'Cause I think maybe they're right.

Anya sighs and kneels down to Xander's bed and lays on his chest.

Anya: So what if they are?  You're a good person, and a good boyfriend, and...and I'm in love with you.  Whatever they think of you, it shouldn't matter.

Xander: Yeah.  Yeah, it doesn't matter.

Cut to a crypt.

Buffy is walking around inside with an axe.

She walks through to another part of the crypt.

Cut to the other part of the crypt.

She looks around and sees many computers.

Buffy: (o.s.) Adam...where are you?

Cut to the inside of a lab.

A ball moves away to reveal a laboratory.

Adam: This is where it all happens.  Where the new race begins.

Riley: Where are we?

Adam: In the Initiative.  There are areas no one knew about beyond those that needed to.  Mother kept her secrets well.

Pan over to a zombie-type woman.

Adam: Didn't you?

Riley (o.s.) Professor Walsh?

Adam: This is all how she planned it, except she thought she would be alive.

Professor Walsh walks over to a table with another doctor, who turns around.

It's Doctor Engleman.

Riley: Are you--

Adam looks at Riley.

Riley: Is that what you were gonna do to me?

Adam: They're just workers.  You know your destiny is much greater.

A zombie-man sits up.

Riley: Forrest? Oh, God.

Forrest: God has nothing to do with it.

Cut to Adam.

Cut to Riley.

Cut to black.

{Commercial Break}

Fade into Adam's lair.

Buffy walks around and runs into Spike, who puts his hands up.

Spike: Easy, Sheriff.  Watch where you point that thing.

Buffy: What are you doing here?

Spike: Looking for a little weekend getaway place.  Shove off.

He starts walking past Buffy.

Adam's been using these caves.

Spike stops walking.

What?

I found his lair.

Spike: (sigh) Oh, cripes.  That's all I need.  Runnin' into that goon.

Buffy: Yeah, well, Adam's cleared out of here.  Whatever he's planning is about to go down.

Spike: Look at little Nancy Drew.  What about those disks I nabbed? They ought to tell you something.

Buffy: Willow has the disks.

Spike: Well, then I'd get on that.

Cut to Buffy.

Spike (o.s.): Can't ignore valuable information

Cut to Spike.

Spike: just 'cause you two birds fell out, now can you?

Buffy: Right.

Spike: Well, you do what you want.

As he starts to leave:

Spike: No worry of mine, now is it?

Cut to Willow's room.

Willow and Tara are working on deciphering the disks.

Tara: Maybe you should rest.  Clear your head?

She sits down.

Willow: Can't.  (cut to the screen) Not now.  I--I think I'm on to something.  I've been assuming the (cut to the two)--the ciphertext was encrypted with an asymmetric algorithm.  Then it hit me.  A hexogonic key pattern.  It's--

Tara: Hey, look, you did it.

Cut to the screen.

After a beat, cut back to the two.

Willow: I didn't.  I haven't even finished typing in the new code.

Tara: Something's doing it.

Willow: Must be programmed to (cut to the screen) self-decrypt to a certain point.  (cut back to Willow) That is so annoying.  It's like someone blurting out the answer to a riddle just when you've--I mean Yippee! We have the information.

Tara: I'm not sure if "Yippee"'s the right response, either.  Read that.

The phone rings.  Tara gets up to answer it.

Tara: Hello?  Yeah, she's right--I mean, let me check.

She moves the phone to her shoulder.

Tara: It's Buffy.

Cut to a close up of Willow's face.

Cut to the lower level of the Initiative.

Riley: Professor Walsh.  Professor Walsh, it's Riley Finn.  Can you hear me?

Forrest (o.s.): She's dead.  Artificially (walks into view) reanimated with basic to moderate brain activity.  Mommy can hear you, but she's still a walking corpse.

Professor Walsh pulls out a syringe.

Riley: So are you.

Forrest: Mm-mmm (No).  Got that wrong.  I'm surging with life...  and strength.  Adam made me to be nearly as bad as he is.  Really looking forward to trying out your girl again.

Riley: I'm sorry, Forrest.

Forrest: Don't be.  This is the best thing that ever happened to me. I'm free of all my weaknesses...my doubts.  He's gonna fix you up too, soon as we got some choice parts.  Then you and me will be back on the same side again.  Moving toward a new future.

Riley: I'll never let that happen.

Forrest: You don't get it brother, you don't have a choice.  Your will belongs to us now.

Riley: No.  That's not true.

Forrest: Then why don't you get out of that chair and walk out of here?

Riley: You can't control my--

Walsh: Riley, be a good boy.

She comes toward him with a syringe and puts it into his skin.

Cut to the campus.

Many people are walking around.

Buffy walks up, meeting with the Scooby Gang.

Buffy (to Xander): Where's Anya?

Xander: Oddly, Anya decided not to join us, despite all the fun we had at our last meeting.

Willow: And I don't think Tara felt welcome.

Buffy: Why?  Because of the things that we said?

Willow nods.

Buffy: Will, who told you we were talking behind your back, specifically?

Well, um...Spike, specifically, but--

And who told you that we thought you'd be better off joining the Army?

That's not...exactly what he said.

Giles: Well, uh...S--S--Spike can be very convincing when--when--when, uh...I'm very stupid.

Buffy: He played us.  He wanted us to fight to split us up.  That's where it came from.  The stuff we said the other night.

Giles: Of course.  Well, piffle, let's move on.

Xander: I'm movin'.

Willow: Me, too.

Buffy: Good.  Great.

Cut to Willow.

Cut to Xander.

Cut to Giles.

Cut to a shot of all four.

Willow: So...why do you think Spike made with the head games?

Xander: He's all dressed up with no one to bite.  He's gotta get his ya-yas somehow.

I think it was more than that.  I think it was Adam.

Xander: Spike's working for Adam?!  After all we've done--nah, I can't even act surprised.

Giles smiles.

Buffy: I just went to Adam's lair and he was gone.  But, Spike just happened to be there.  He made this big noise about getting information off those encrypted disks.

Willow: Oh, I decrypted them.

Buffy looks at her, surprised.

Willow: Well, they decrypted themselves, but I almost had it.

Giles: What did they say?

Willow: A bunch of stuff we already know about 314.  But it also said there's some final phase where Adam manufactures a bunch of creepy cyber-demonoids like him.  There's a special lab in The Initiative, but it didn't say where.

Buffy: Adam fed Spike those disks.  It has to be.  He wanted me to know about his evil-guy assembly line.  This lab, it's in the Initiative?

Willow: Hidden somewhere.

Buffy: We'll give the demon his due.  He thought this one out.

Willow: What do you mean?

Buffy: You know how overcrowded the containment cells have been at the Initiative?

Willow nods.

Buffy: Those demons were just too easy to catch.  It's like they wanted in that place.

Giles: (putting on his glasses) The Trojan horse.

Buffy: Adam's gonna make sure the demons attack the Initiative from the inside.

Xander: Demons versus soldiers.  Massacre, massacre.

Willow: And Adam has a neat pile of body parts to start assembling his army.  Diabolical, yet...(makes a face) Gross.

Xander: Does anybody else miss the Mayor, I just wanna be a big snake?

Buffy: I've got to shut him down, Giles.  His final phase is about to start.

Giles: We need to warn the Initiative.

Buffy: They're not gonna listen to me.

Willow: Riley?

Buffy: He's a deserter. He got some bad news anyway, and kinda took off.

Xander: Okay, I'm confused again.  Adam has this evil plan.  Why is he so anxious for you to know about it?

Buffy: He wants me there.  Probably figures I'll even the kill ratio.

Xander: He's not worried you might kill, oh say, him?

Buffy: No, he's really not.

Cut to the lower lab.

Adam: She's coming.  I can feel it.

Spike: Good on you.  Got a chunk of prognosticating demon in there, right?

He walks over to a chair.

Spike: Now, (claps his hands) if you'll just get this chip out of my cranium...(he sits down) I'll be out of your way.  And mind the hairline.  I don't fancy fussing over a comb-over as I resume my killing ways.  Come on, we had a deal.

Adam: When she's here.

Spike: (sighs)

Cut to Riley.

Cut to Giles' apartment.

Giles: Certainly no lack of supplies.  I only wish I knew which ones would kill Adam.

Buffy: According to Riley, his power source is uranium core embedded somewhere inside his chest.  Probably near the spine.

Xander: Great, so we just ask him to lie down quietly while we do some exploratory surgery.

Willow: What about magic?  Some kind of, I don't know...uranium extracting spell?

Everyone looks at her in disbelief.

Willow: I know.  I'm reaching.

Giles stands up.

Giles: Perhaps a paralyzing spell.

He walks over to the bookshelf and pulls a book off.

Giles: Only I can't perform the incantation for this.

Willow: Right.  Don't you have to speak it in Sumerian or something?

Giles: I do speak Sumerian.  It's not that.  Only a...an experienced witch can incant it, and you'd have to be within striking distance of this object.

Xander: See what you get for takin' French instead of Sumerian?

Buffy: What was I thinking?

Xander: So no problem, all we need is combo Buffy--her with Slayer strength, Giles' multi-lingual know how, and Willow's witchy power.

Giles looks at him.

Xander: Yeah, don't tell me.  I'm just full of helpful suggestions.

Giles: As a matter of fact, you are.

Cut to an exterior shot of Lowell House.

Cut to the inside.

The gang walks through the door.

Willow: Nervous?

Xander: No way.  I'm full of that good old kamikaze spirit.

Giles: Xander, just because this is never gonna work, there's no need to be negative.

Willow: The adjoining spell, is it powerful enough to defeat Adam?

Giles: It's very powerful.  It's also extrodinarily dangerous.

Buffy: Game faces, guys.  We're going in.

She kicks in the window.

Dissolve to another area of the Initiative.

Fade in to Buffy and Willow climbing.

Buffy: How you doing?

Willow: Super.  What was I thinkin', using stairs all this time?

Buffy: Okay.  Will--

Willow: No, really, Buffy.  It's not as scary as I thought.

Buffy: No.  It's not what I was gonna say.  I just...I'm sorry. I hate that things have been so strained between all of us.

Willow: It's not your fault.  Spike stirred up trouble.

Buffy: Yeah, but I think trouble was stir-uppable.  I think we've all sort of drifted apart this year, don't you?

Willow: Maybe a little.  But, you know, first year of college, it's hard to keep the old high school gang together.

Buffy: But I want it together.  Will, I miss you.  And Giles, and Xander.  And it is my fault.  I've been wrapped up in my own stuff, I've been a bad friend.

Willow: You're the Slayer, Buffy.  Your stuff is pretty crucial.

Buffy: I mean Riley.  And...Riley, mostly.

Willow: Well, I haven't been Miss Available either.  I--I kept secrets.  I hid things from everyone.

Buffy: That's not your fault.  Will, you were going through something huge.

Willow: I wanted to tell you, but I was so scared.

Buffy: You can tell me anything.  I love you.  You're my best friend.

They hug.

Willow: Me, too.  I love you too.

They begin falling due to the weight.

Willow: (o.s.) Oh, falling now!

They land on the ground, but continue to hug.

Buffy: Let's promise to never not talk again.

Willow: I promise, I promise.

Xander slides down.

Buffy and Willow hug him.

Buffy: Xander.

Willow: Oh, wonderful Xander!

Buffy: You know we love you, right?

Willow: We totally do.

Xander: Oh God, we're gonna die, aren't we?

Willow: No, we just missed you.

Xander looks up.

Xander: Giles, hurry up!

Giles looks down.

Xander: You definitely wanna get down here for this!

Cut to Buffy and the gang.

Giles is inching the door with a crowbar.

Buffy: Okay, we stick together, then everything should be fine.

Everybody ready?

Giles gets the door open.

Buffy: Let's...

They open the door to reveal 5 Commando guys with laser blasters.

Buffy: ...do this.

Cut to black.

{Commercial Break}

Fade into an area in the Initiative.

Adam and Spike are watching the cameras.

Spike: Must-See-TV.  Bait's been taken.  Trap's all set.  The Slayer has landed.  So...

He turns and looks at Adam.

Spike: Hello???  Paging Dr. Owe Me One.

Adam: She's not alone.

Spike looks closer at the TV.

Adam: (o.s.) You've failed me again.

Spike: Well, that's one way of looking at it.

Adam: What's the other way.

He bolts for the door, but Forrest grabs his neck.

Spike: Oh, come on!  It's not like I wasn't trying!  That's worth something, isn't it?

Adam: I suppose.  Yes.  I will honor our agreement to remove your chip.

Cut to Forrest and Spike.

Cut to Adam.

Adam: Take his head off.

Forrest grabs Spike and pins him down in a chair.

Spike struggles, but he takes out a cigarette and puts it out on Forrest's eye.

Forrest: (screams)

Spike breaks loose and runs out.

Adam: Let him go.

Cut to the video screen.

Cut to Adam.

Adam: There's nowhere left to run.

Cut to Forrest, breathing hard.

Cut to Colonel McNamara's office.

Buffy: Colonel--

Colonel: Shut up.  You've got some nerve, lady.  (unzips the bag) You think you and your friends can just keep waltzing into a government installation brandishing weapons like--

He holds up the device.

Colonel: Like--

Willow: It's a gourd.

Giles: Magic gourd.

Colonel: What kind of freaks are you people? (puts the gourd down)

Buffy: Adam is here, Colonel.  In the Initiative.

Colonel: Nice try.

Buffy: Those overcrowded containment cells of yours: courtesy of Adam. He's pulling a Trojan Horse on you, he's just waiting--

Colonel: Everything in this installation is under 24-hour surveillance.

Willow: Including the secret lab?

Colonel: Including everything!  (a beat) What secret lab?

Buffy: The one Adam's been using.  The one built for the final stage of the 314 project.

The colonel has a blank look on his face.

Buffy: And you have no idea what I'm talking about.

Colonel: I know everything that goes on around here.  A tick on a mouse couldn't get in without my knowing it.  And if Adam wants to try we're ready for him.

Giles: Jolly good.  How--How exactly do you plan to get close enough to Adam to remove his power source?

Colonel: Hit him simultaneously with multiple taser blasters. Incapacitate him with as much voltage as we can muster.

Xander: Great plan.  That's right up there with "duck and cover".

Buffy: I've seen Adam hit with taser blasts.  He feeds on it.  And now you're gonna provide him with an all-you-can-eat buffet?

Colonel: You telling me my business?

Buffy: This...is not your business.  It's mine.  You, the Initiative, the boys at the Pentagon--you're all in way over your heads.  Messing with primeval forces you have absolutely no comprehension of.

Colonel: And you do?

Buffy: I'm the Slayer.  You're playing on my turf.

Colonel: Up there, maybe.  But down here, I'm the one who's in control.

The lights go out.

Soldier: Sir, the power grid's down.  Backup's not responding.

Cut to the screen.

Cut back to the soldier.

Soldier: We're locked in.

Cut to Willow.

Cut to Buffy.

Cut to Adam's area in the Initiative.

He flips a switch labeled "Main Power Grid".

The lights go out.

He flips a switch labeled "Containment Area".

Cut to a screen.  A scientist and a soldier are walking.

Adam: This will be interesting.

Cut to the lower level of the Initiative.

The cages all open.

Scientist: (scared) What's going on?

Soldier #2: I don't know!

A cage opens.

Scientist: Go!

A demon runs out and starts clawing at the scientist.

Scientist: (screaming)

Another demon starts clawing at the soldier.

Soldier #2: (screaming)

Cut back to the Colonel and the gang.

Soldier: Containment area's been breached.  Hostiles are loose.

Colonel: How many?

Soldier: All of 'em, Sir.

Buffy: (o.s.) It's Adam.

The Colonel looks at Buffy.

Buffy: Look, I'm the only one who can stop him now.  Just let me handle this.  Get your people out of here.

Colonel: All right, you men follow me.  We gotta take the Armory now.

Soldier #3: Sir.

Buffy: Colonel.

Colonel: These people are under arrest, do you understand?

Soldier #4: Yes, sir.

The soldiers and the Colonel all leave.

A soldier stands up.

Buffy gives him a kick to the chest.

Another soldier tries to attack her, and she bangs his head into the desk, then hits him in the face, knocking him out cold.

Buffy: We've gotta find Adam.

Willow: On it.

She goes over to the computer, and sits down.

Giles: The enjoining spell (cut to Buffy) is extremely touchy.  It's, uh, (cut to Willow) volatile.  We--We can't risk it (cut to Buffy) being interrupted.  We need a place that's (cut to Giles and Xander) close to you and quiet.

Cut to the screen.

Xander: (o.s.) Uh...quiet?

Cut down below.

A soldier flies through the air.

Another soldier flies through the air.

Cut to the stairwell.

A demon flips another soldier over, and punches one in the face.

A demon throws a solider over the railing.

Cut to another part of the Initiative.

There is fire coming out from almost every area.

Cut to yet another part of the Initiative.

A soldier comes up, firing a machine gun.

He hits a demon in the chest, and he falls to the ground.

Cut to the solider.

He is still firing the machine gun, but a vampire has jumped on him.

The soldier fires the gun, and tries to shake him off at the same time.

Cut to the stairwell.

A woman has just died from a vampire bite.

Cut to another area.

Spike is attacking demons.

He gives a back kick to one of them.

He punches another in the stomach, and then hits him in the head.

Cut to the railing.

We see a man's hand slowly working its way up.

He nearly gets up but is pulled down again by a demon.

Cut back to the gang.

Buffy: How we doing, Will?

Willow: Done.  Hold on.  According to this, there's air ducts and electrical conduits (cut to the screen) all running into there.

Buffy: So?

Willow: So, there's no there there.  Look.