Buffy, the Vampire Slayer

                                           by

                                      Joss Whedon 


             FADE IN:

             EXT. MEDIEVAL VILLAGE - JUST BEFORE SUNSET

             We see an Italian village at the height of the plague.  Funeral 
             processions, decrepit houses with their windows boarded up...  
             the stench of death all around.

             TITLE:  EUROPE. THE DARK AGES

             Through the filth a KNIGHT walks his horse.  He is weary but 
             not so dingy as his surrounding; a stranger in these parts.  
             He comes to an inn, where a boy takes his horse round back.  
             He enters the inn.

             INT. INN - SAME TIME

             The inn is dark and almost empty.  A couple of patrons drink 
             silently at tables.  Behind the bar stands a slovenly BARMAID, 
             dark-haired and lazy.  She scratches at her shoulder, on which 
             we see a birthmark.  The knight approaches the bar, throws 
             money down.

                                       KNIGHT
                            A tankard of ale, wench.

             The barmaid pours him a cup of ale.  He drinks deep, stands a 
             moment.

                                       KNIGHT
                                (continuing)
                            Some plague we're having, huh?

                                                                    CUT TO:

             INT. INN - UPSTAIRS HALL/BEDROOM - NIGHT

             The barmaid leads the knight, by candlelight, upstairs to his 
             room.  The door opens inward.  The knight stands in the doorway, 
             places a hand on the barmaid's hip.  She pauses a moment, then 
             breaks free of his grasp, starts down the hall.  He laughs a 
             bit, resignedly, and closes the door.

             A VAMPIRE stands behind it.  Not two feet from the knight, 
             grinning at him.  His eyes are skull-hollow and dancing in his 
             head, his bloody smile full with teeth.  His skin is gray, and 
             peeling.  The knight turns slowly and sees him.

                                       KNIGHT
                            Oh, my god...

             The vampire licks his lips.

             He is on the knight in a second, pushing him backwards into 
             the middle of the small room.  The knight struggles but is no 
             match for the vampire, who buries his face in the knight's 
             neck.  The knight screams.

             ANGLE ON DOOR

             It suddenly flies open, the lock shattered.

             The vampire turns like a frightened animal.  In the doorway 
             stands the barmaid, a SLAYER.  In her hand is a wooden stake.

             The vampire drops the knight, who crabs backwards into a corner.  
             The Slayer and the vampire come at each other.  The Slayer 
             spins and kicks; the vampire flies back.  Snarling, he comes 
             back at the slayer.  They struggle; he slips free and is out 
             the door.

             For a moment, the Slayer remains still, crouched on the floor.  
             The knight watches her.  She seems to be making a decision -- 
             perhaps even knows what is going to happen.

             She runs at the window.

                                                                    CUT TO:

             EXT. IN FRONT OF THE INN - SAME TIME

             The vampire comes running out the front door.  Before he is a 
             few feet from the front of the inn, the Slayer SMASHES through 
             the upstairs window and lands on him.  They both hit the ground, 
             and she plants the stake right in his heart.

             After a moment, we hear a voice:

                                       AMILYN (O.S.)
                            The lord giveth, and the lord taketh 
                            away.  Ashes, ashes...

             She looks up.

                                       AMILYN
                                (continuing)
                            ... All fall down

             There are ten or more vampires walking slowly toward her in 
             the otherwise deserted street.  At the front, maybe ten feet 
             away, is AMILYN.

             Amilyn is a grinning jackal, a servant to the Vampire-King.  
             His garb is a rotted approximation of a courtier's livery.  He 
             ambles toward the Slayer, giggling, as she stands.

             Behind her is LOTHOS, the Vampire-King.  His skin is deep white, 
             and smooth.  He wears a long coat -- his dress is not of any 
             era.  He is practically upon her before he speaks.

                                       LOTHOS
                            You must forgive Amilyn.  He tends 
                            to drool before supper.

             She turns.  He smiles, almost lovingly.

                                       SLAYER
                            Lothos...

                                       LOTHOS
                            You people will never learn.

             She swings at him but he grabs her arm.  Amilyn laughs 
             obnoxiously.  Lothos grabs the back of the Slayer's head, brings 
             her to him in a loving embrace.

                                       LOTHOS
                                (continuing)
                            We can't be stopped.  This is our 
                            world now.

             He pulls her head back swiftly, snapping her spine as her head 
             hits the back of her legs.  Lightning flashes.

                                                                    CUT TO:

             INT. ENGLISH CASTLE - NIGHT

             Lightning flashes outside the window.  It is torrenting rain.  
             An old MAN speaks to a hysterical GIRL of sixteen or so.  They 
             are both obviously noble of birth.

                                       GIRL
                            I can't!

                                       MAN
                            You know you must.  There is only 
                            one.  Now you are that one.  It is 
                            time.

                                       GIRL
                            Why?  Why me?

                                       MAN
                            She has died.  You are the next to 
                            be called.  Why do you think you 
                            were sent to me?  Trained as you 
                            were?  You bear the mark.

             He pulls aside her blouse to reveal a birthmark on her shoulder, 
             identical to the barmaid's.

                                       MAN
                                (continuing)
                            The mark of the Coven.

                                       GIRL
                            I don't understand.

                                       MAN
                            Ever since Adam and Eve first left 
                            the garden, he followed: the serpent.  
                            Satan.  He sends his legion in the 
                            shape of men, to feed on us, to 
                            breed his Hell on our earth.  They 
                            are a plague upon us.

             The man unravels a satchel of cloth.  From it he pulls an 
             elaborately carved wooden stake.

                                       MAN
                                (continuing)
                            But as long as there have been 
                            vampire, there has been the Coven; 
                            the line of Slayers.  Ones with the 
                            strength and the skill to kill them, 
                            to find them where they gather and 
                            stop the swell of their numbers.  
                            One dies, the next is called.

                                       GIRL
                            I'm just a girl.

                                       MAN
                            You are much more.

             He hands her the stake.  She feels the fit.

                                       MAN
                                (continuing)
                            One dies, the next is called...

             As she grips the stake more tightly, an awareness and sense of 
             power sees to fill her.  She lifts the stake over her head.

             CLOSEUP - A HAND

             The hand is lifted high, but it is not the girl's.  It holds 
             not a stake, but a pom-pom.

             EXT. HEMERY HIGH FOOTBALL FIELD - WIDER SHOT - DAY

             Opening CREDITS OVER:

             A football game in progress.  The stands are pretty full, the 
             crowd enthusiastic.  The hemery football stadium is just that; 
             a real stadium, not just makeshift stands on grass.

             On  the sidelines are the Hemery cheerleaders, led by BUFFY. 
             She is blonde (in nature as in name), pretty, and very 
             gracefully athletic.  She obviously enjoys what she is doing, 
             and she's good at it.

             With her on the squad are JENNIFER and NICOLE, two of her best 
             friends.  Beside them the COACH, yelling at the players.  The 
             scoreboard reads HEMERY VS. SETON.

             On the field are JEFFREY, wide receiver (and Buffy's boyfriend), 
             ANDY, quarterback, and GRUELLER, the huge left tackle.

             Buffy and the crowd wince as Andy is sacked for a nine-yard 
             loss.

                                       COACH
                            Come on, do the play!  The one 
                            where...  the one from the book!  
                            Where you make it go forward!

             The players huddle.

                                       ANDY
                            All right, guys, come on!

             He hits Grueller's helmet.

                                       ANDY
                                (continuing)
                            Grueller!  Fill that hole!  They 
                            were all over me!  Okay.  Let's run 
                            twenty-two.  Grueller, close the 
                            pocket, watch out for thirty-five.  
                            Thompson, run the post, right, wide 
                            out.  Jeffrey, go up the middle and 
                            run around like a chicken.

             They clap and break.  As they line up, Jeffrey looks over at 
             Buffy.  She smiles at him.  He winks, very suave.

                                       BUFFY AND CHEERLEADERS
                            Jeffrey!  Jeffrey! 
                            He's our man!  
                            If he can't do it 
                            We don't want it!

             On the hike, Andy drops back and looks for a receiver.  Jeffrey 
             runs in circles like an idiot (and not unlike a chicken), waving 
             his arms until Andy sails him the ball and he breaks for a 
             touchdown.

             The crowd goes wild -- particularly Buffy, who does an 
             impressive standing backflip.  Nicole looks at her, impressed.  
             Buffy smiles at her, giddy.

                                       COACH
                                (looking around)
                            Is that good?  Was that a good thing?

                                                                    CUT TO:

             INT. THE MALL - AFTERNOON

             The mall is typically busy.  Buffy, Nicole, Jennifer and 
             KIMBERLY can bee seen making their way through it.  They are 
             all dressed very similarly:  bright colors, a lot of white and 
             pink.  Not trashy, but mainstream and uninspired.  Esprit.  
             All of them carry shopping bags; they've done a good days work.

             TITLE:  CALIFORNIA. THE LITE AGES

             The girls pass by stores, vaguely window shopping.

                                       BUFFY
                            Mr. Howard is so heinous.  He's 
                            always giving me a hard time.  I 
                            get a C-plus on the test and he 
                            tells me, 'You have no sense of 
                            history.'  I have no sense of 
                            history?  He wears a brown tie.

                                       NICOLE
                            You got a C-plus?  I can't believe 
                            I cheated off you.

                                       BUFFY
                            Excuse me for not knowing about El 
                            Salvador.  Like I'm ever going to 
                            Spain anyway.  Ooh!

             A dress on a rack outside a store has caught her eye.  She 
             takes it and holds it in front of her.

                                       BUFFY
                                (continuing)
                            Mmmm.  Wouldn't I look just edible 
                            and nutritious in this?

             Kimberly and Jennifer catch up to them.

                                       KIMBERLY
                            Guys, what's the sitch?  I'm bored.

                                       BUFFY
                                (modeling the dress for 
                                Kimberly))
                            What do you think?

                                       KIMBERLY
                            Please.  It's so '91.

                                       GIRL
                            Oh.

             Buffy puts it back.

                                       KIMBERLY
                            What are we doing?

                                       BUFFY
                            Why don't we see a movie?

                                       KIMBERLY
                            Well, where?

                                       JENNIFER
                            Omniplex?

                                       NICOLE
                            Nee sitch.  No way.

                                       BUFFY
                            No THX.

                                       NICOLE
                            They don't even have Dolby.

                                       KIMBERLY
                            Beverly Center.

                                       BUFFY
                            Please.  They show previews for 
                            foreign movies.

                                       NICOLE
                            AMC?

                                       KIMBERLY/BUFFY
                            Bogus corn!

                                       KIMBERLY
                            Totally stale.  And the ushers are 
                            like, the acne patrol.  We're 
                            thinking Pavilion.  Sitch?

                                       BUFFY
                            Sounds toasty.  We're going Pavilion.

                                       JENNIFER
                            Excellent.

                                       BUFFY
                            What's playing there?

             A stranger, walking the other way, bumps into Buffy, doesn't 
             stop.  A man of about fifty, he is dressed shabbily, in a 
             wrinkled black suit and a black shirt.  He somewhat resembles 
             a priest.

                                       BUFFY
                                (continuing)
                            Excuse much!  Not rude or anything.

                                       KIMBERLY
                                (calling back)
                            Nice ensemble!

                                       NICOLE
                            What a homeless.

             The girls continue walking.  The man stops, turns to stare 
             after them.  His look is intense, slightly worried, his face 
             somewhat haggard.  Intelligence shines through his eyes.  He 
             holds himself stiffly, arms close to him, almost as if he 
             expected something to strike at him.

             This is MERRICK.  He pulls a picture out of his coat pocket, 
             looks at it.  Looks at them.

             INT. MOVIE THEATER - DAY

             The film is in progress.  This has no effect on the girls, 
             however, as they continue to talk ceaselessly.  They all have 
             diet sodas.

                                       NICOLE
                                (to Buffy)
                            So, is Jeffrey really spending the 
                            night at your house?

                                       BUFFY
                            That's the plan.

                                       NICOLE
                            Good enough!

                                       JENNIFER
                            Your parents are always going away 
                            for the weekend.  You're so lucky.

                                       BUFFY
                                (maybe not)
                            Yeah, I guess.

                                       JENNIFER
                            My mom doesn't go anywhere.  She 
                            even does the shopping network.  
                            I'm gonna die a virgin.

                                       KIMBERLY
                            What did Jeffrey's dad say?

                                       BUFFY
                            'Just remember you're in training, 
                            son'

                                       NICOLE
                            Oh, God.

                                       KIMBERLY
                            He is so bald.

             Seated a few rows behind the girls are PIKE and BENNY.  The 
             are fairly punked out, (and not currently attending high 
             school).  Pike is long and lean, has short hair spiked and a 
             taste for long coats and black.  Benny is somewhat stockier, 
             opts for a shaved head and suspenders.  Doc Martins for both.  
             Benny is clearly the more belligerent of the two -- when Pike 
             speaks, it's with surprising wit and reserve.  Sometimes.

                                       PIKE
                            Will you guys shut up, please?

                                       BUFFY
                            It could happen.

             Pike and Benny throw popcorn at her.

                                       PIKE
                            Booo!

                                       BENNY
                            Suck!

                                       PIKE
                            Wrong answer!  No prize.

                                       NICOLE
                            God!  Take a chill lozenge.

                                       KIMBERLY
                            Like we don't have rights too?

                                       BUFFY
                            Ignore them.

                                       BENNY
                            I can't believe these people.  We 
                            paid money to see this.

                                       PIKE
                            No, we didn't.

                                       BENNY
                            Oh, yeah.  But I still want to know 
                            what happens.

                                       BUFFY
                            Everyone get horribly killed except 
                            the blonde girl in the nightie, who 
                            finally kills the monster with a 
                            machete but it's not really dead.

             The boys stare at her.

                                       JENNIFER
                            Oh, my God.  Is that true?

                                       BUFFY
                            Probably.  What movie is this?

                                                                    CUT TO:

             ANGLE - THE MOON

             Fat and yellow, behind the clouds.  We hear a long HOWL.

             EXT. THE MOVIE THEATER - NIGHT

             Jeffrey pulls into the parking lot in his BMW convertible.  
             Grueller, howling, sits in the back behind Jeffrey and Andy.  
             They park and hop out, head toward the entrance.

                                       GRUELLER
                            Look at that moon!  It's huge!  
                            Come on, guys, we gotta do something 
                            tonight.  Party.

                                       ANDY
                            You know, if you would spend more 
                            time at home sleeping, you would 
                            spend less time on the field, 
                            sucking.

                                       JEFFREY
                            You were a bone out there today.  
                            Anyway, I'm booked.  Gonna spend 
                            some quality time with the little 
                            woman.

                                       ANDY AND GRUELLER
                                (coughing it into their 
                                hands)
                            Pussy-whipped.  Pussy-whipped.

                                       JEFFREY
                            You guys are pathetic.

                                       GRUELLER
                            Later for you, then.  I'm blowing.  
                            Andy, you coming?

                                       ANDY
                            No, I'll hitch a ride with Jeffrey.

                                       GRUELLER
                            Okay.  Later.

                                       ANDY
                            Headbutt!

             Andy and Grueller bring their foreheads together with 
             painstaking slowness, grimacing, and barely tap heads.

                                       ANDY
                                (continuing)
                            Later.

             Grueller walks off, head through a park.

             At the same time, Pike and Benny emerge from the theater.  
             They pass Andy and Jeffrey and the two pairs circle each other, 
             almost growling, eyes locked, before pike and Benny turn and 
             walk off, not quite in the direction Grueller took.  Buffy, 
             Kimberly, Jennifer and Nicole come out right after.  Buffy 
             heads straight for Jeffrey and they kiss massively.

                                       BUFFY
                            Nice game.

                                       ANDY
                            Jeffrey, I don't mean to sound sexist 
                            or anything, but can I borrow her?

                                       BUFFY
                            Andy!

                                       JEFFREY
                            No way.  You'd get her dirty.
                                (off her look)
                            He would, honey.  He's an animal.

                                                                    CUT TO:

             EXT. THE PARK - SAME TIME

             Grueller walks through the trees, enters an enclosed clearing 
             of grass.  He hears something, stops.  Maybe his name, maybe 
             just the BUSHES RUSTLING.  He looks about him, hesitantly.  
             Starts forward, stops again.

                                       GRUELLER
                            Yo!  Who is that?  Don't mess with 
                            me man, I'll rip your head off.

             Nothing.

                                       GRUELLER
                                (continuing)
                            Come on, come out here.  Let's see 
                            what you got.

             RUSTLING.  No one.

                                       GRUELLER
                                (continuing)
                            Forget this.

             He turns on his heel, ready to drop all show and bolt.  WALLY 
             BESSEL is right behind him.

             Wally is a ninth grader, small, nerdy, and recently undead.  
             In marked contrast to the older vampire in the prologue, Wally 
             is freshly undead.  He still has fat on his face; in fact, he 
             looks almost normal from afar.  But his inhuman eyes and his 
             uncommon pallor mark him as a vampire.  And the way he speaks 
             is unearthly.  Hollow, almost detached; repeating phrases 
             sometimes almost as though he had never heard them before.

             He smiles at Grueller.

                                       GRUELLER
                                (continuing)
                            Bessel!  What are you doing here?

                                       WALLY
                            Hi, Grueller.

                                       GRUELLER
                            What are you grinning at?  You think 
                            I was scared?

                                       WALLY
                            Could be.

                                       GRUELLER
                            You think so?

                                       WALLY
                            Could be.

             Grueller grabs Wally by his shirt collar and readily hoists 
             his small body up, Wally's feet dangling two feet off the 
             ground.

                                       GRUELLER
                            Listen, you little worm.  I could 
                            beat your head to a pulp for you, 
                            just like I did last year, you got 
                            that?  You got that?

                                       WALLY
                                (repeating)
                            Got that.

                                       GRUELLER
                            Good.

             He lets Wally go.  Wally remains two feet in the air.  
             Grueller's eyes go wide.

                                       GRUELLER
                                (continuing)
                            What the...

             Wally smiles even more broadly, quietly hissing.  He has long 
             fangs, made somehow more grotesque by the fact that he also 
             has braces.

             Wally's hands vise onto Grueller's head, lightning quick.  
             Grueller screams.

             ANGLE - PIKE AND BENNY

             Crossing a street, turning and listening.

             ANGLE - JEFFREY'S CAR

             Speeding by, everyone packed into it.  Andy howls back at 
             Grueller, mistaking his intent.  He settles back.  The girls 
             are looking at him.

                                       ANDY
                            It's um... you had to be there.

             In the front seat next to Jeffrey, Buffy winces slightly.

                                       JEFFREY
                            You okay?

                                       BUFFY
                            I... yeah, I'm okay.  I'm fine.

             ANGLE - THE FULL MOON

                                                                    CUT TO:

             INT. BUFFY'S LIVING ROOM - ANGLE ON TV - NIGHT

             We see another full moon, this one on the TV screen.  "Dracula" 
             is on, Lugosi's original.

             The lights are off in the living room as Jeffrey enters from 
             the kitchen, sits down on the couch holding a bag of munchies.  
             Buffy is still in the kitchen, making corn.  Jeffrey flicks 
             the remote, changes channels.

             ANGLE - THE TV

             The movie is replaced by the local news, in mid-broadcast.  A 
             NEWSCASTER sits at his deck, a super of a teenage girl behind 
             him.

                                       NEWSCASTER
                            -- The fourth such disappearance in 
                            less than two months.  The sheriff 
                            was not available for comment, but 
                            a police spokesman issued a 
                            statement, saying that the situation 
                            is not out of hand...

                                                                    CUT TO:

             INT. KITCHEN - SAME TIME

             Buffy's FATHER walks purposefully into the kitchen holding a 
             suitcase that he plops by the front door.  He crosses out again 
             as Buffy's MOM crosses in, also with luggage.

                                       BUFFY'S DAD
                            We're gonna be late.  I knew it.

                                       BUFFY'S MOM
                                (to Buffy, but not looking 
                                at her)
                            Now, we'll be back on Sunday, 
                            number's on the fridge, don't drive 
                            the Jaguar and tell Consuela my 
                            underwear does not go in the 
                            dishwasher.

             She's already out again by the end of this, as dad comes back 
             in.

                                       BUFFY'S DAD
                            Have fun be good stay away from the 
                            Jag.

                                       BUFFY
                            I know.

             And he's out the back, mom entering on his heels.

                                       BUFFY'S MOM
                            Well, that's everything.  Kiss noise.

             She actually makes a kiss noise at her daughter.

                                       BUFFY
                            'Bye.

             Buffy's mom heads out the door as Buffy heads into the living 
             room.

             INT. LIVING ROOM - SAME TIME

                                       BUFFY'S MOM
                                (calling out)
                            Bye-bye, Bobby!

                                       JEFFREY
                            Bye!
                                (to Buffy)
                            They think my name's Bobby?

                                       BUFFY
                            Well... it's possible they think my 
                            name's Bobby.

                                       JEFFREY
                            Real 'quality-timers,' Hugh.

                                       BUFFY
                            Something like that.

                                       JEFFREY
                            Hey, it works for me.  If they want 
                            to leave you alone in the house, 
                            all helpless and vulnerable...

             Buffy sits, squints disapprovingly at the screen.  She has a 
             bag of microwave lite popcorn and is spraying diet butter 
             substitute on it.

                                       BUFFY
                            What show is this?

                                       JEFFREY
                            It's the news, Buffy.

                                       BUFFY
                            Oh.  Who's in it?
                                (off his look)
                            I know what it is.  It's what's on 
                            instead of the movie.

                                       JEFFREY
                            I just want to see the basketball 
                            scores.  It's important.

                                       BUFFY
                                (over a handful of popcorn)
                            Mmmnkay.

             Jeffrey leans in toward her.

                                       JEFFREY
                            Of course, there are... other 
                            considerations...

             He starts kissing her about the face and neck.  She leans 
             submissively back on the couch as he works his way on top of 
             her.  He gives her a long kiss on the mouth, then works over 
             to her ear.  As he is burrowing about in there, Buffy sneaks 
             another handful of popcorn into her mouth.

             She leans back, by accident, on the remote.

             ANGLE - THE TV

             "Dracula" reappears.

                                                                    CUT TO:

             INT. 18TH CENTURY CHINESE WHOREHOUSE - NIGHT

             Not, by any stretch, an upscale joint.  Dark, cramped, and 
             scummy.  A young Chinese Whore sits on a bed, wearing little 
             enough that we can see the telltale birthmark on her shoulder.  
             A repulsive British SAILOR is dressing, his business finished.  
             Looking disgusted, he throws his payment on the bed.  For some 
             reason, the bed is littered with popcorn.

                                       SAILOR
                            You never touched my heart.

             He leaves.  Alone, the Girl hears a NOISE in the dark corner, 
             a wet RUSTLING.  Slowly she gets up to see.  Approaches...

             It is a pool of blood.  She stares at it, terrified.  A hand 
             reaches out of it.

             She runs out into the hall, but it leads nowhere but a dead 
             end.  Standing there, waiting for her, is Lothos.  He smiles 
             at her and we see she is now Buffy.

                                       LOTHOS
                            Soon.

                                                                    CUT TO:

             INT. BUFFY'S HOUSE - BEDROOM - EARLY MORNING

             Buffy is thrashing in bed.  Jeffrey is holding her by the 
             shoulders and shaking her.

                                       JEFFREY
                            Buffy!  Hey, what's the sitch?!?  
                            Wake up!

             She wakes, grasping, her eyes melting into focus on Jeffrey's 
             face.

                                       BUFFY
                            Oh, wow.  Oh, wow.  Oh, wow.

                                       JEFFREY
                            You were having a nightmare.

             He settles back down, his arms around her, and almost instantly 
             begins to fall asleep again.

                                       JEFFREY
                                (continuing)
                            What'd you dream about?

                                       BUFFY
                            Nothing.

                                       JEFFREY
                            Come on, what was it?

                                       BUFFY
                            Nothing.  It was just a dream.

                                                                    CUT TO:

             INT. LOTHOS' CHAMBER - SAME TIME

             Dark, cavernous -- walls hewn from rock, lit torches clamped 
             to them.  Cold stone floor and in the foreground, a dark pool 
             of blood.  A HUM, possibly a chant, fills the air.

             A figure steps up to the pool, his back to the CAMERA, and 
             kneels before it.  He holds his hand over the surface of the 
             blood.  As he speaks, his voice an urgent hiss, we TRACK AROUND 
             him, see that it is Amilyn.

                                       AMILYN
                            You have brought us here, and we 
                            thrive.  We thrive.  You will awake 
                            in a new world.  Just as I promised, 
                            untold splendor, rubies dripping 
                            from our lips.  Just as we said.

             CLOSEUP - AMILYN'S HAND

             A hand shoots out of the pool and grabs Amilyn's.  Amilyn leans 
             over and fervently kisses it.

                                       AMILYN
                                (continuing)
                            Soon...

                                                                    CUT TO:

             EXT. SCHOOL YARD - DAY

             Buffy sits with Nicole, Jennifer, Kimberly and CASSANDRA.  
             Cassandra is not quite in the same league as the other girls -- 
             for one thing, she studies.  She's not as glamorous, nor a 
             vacuous.

                                       BUFFY
                            The environment.

             They consider this a moment.

                                       NICOLE
                            The homelesses?

                                       KIMBERLY
                            Oh, please.

                                       JENNIFER
                            Are there any good sicknesses that 
                            aren't too depressing?

                                       BUFFY
                            Guys.  The environment.  I'm telling 
                            you, it's totally key.  The earth 
                            is in terrible shape, we could al 
                            die, and besides, Sting's doing it.

                                       KIMBERLY
                            I thought he was doing Indians.

             Jeffrey and Andy arrive, sit.  Jeffrey straddles Buffy from 
             behind, wrapping his arms around her.  She snuggles in his 
             grasp.

                                       JEFFREY
                            Hey there.

                                       BUFFY
                            Hi.

                                       JENNIFER
                                (shyly)
                            Hi, Jeffrey.

                                       ANDY
                            Whatchya guys doing?

                                       NICOLE
                            The winter dance.  We need to come 
                            up with a theme.

                                       JEFFREY
                            The senior dance?  How about... 
                            'Our Friend, the Beer?'

                                       ANDY
                            'Putting Out for Fun and Profit'... 
                            possible thought...

                                       KIMBERLY
                            Try new Clue-flakes.

                                       BUFFY
                            It has to be, like a socially 
                            conscious theme.

                                       CASSANDRA
                                (reading from a memo)
                            'One that reflects the students' 
                            growing awareness of and involvement 
                            in the world around them.'

                                       JEFFREY|ANDY
                            Downer.

                                       BUFFY
                            I still say the environment.  That's 
                            my suggestion.

                                       CASSANDRA
                            It is a pretty crucial subject.

                                       BUFFY
                            See, Cassandra likes it.  Cassandra's 
                            my friend.

                                       ANDY
                            I like it.  Can I be your friend?

                                       JEFFREY
                            Stay away from my thang.
                                (to Buffy)
                            Sorry, honey.  'Thing.'

                                       NICOLE
                            Environment.  That's cool with me.

                                       KIMBERLY
                            Okay.

                                       CASSANDRA
                            So, what are the most immediate 
                            threats to the world environment 
                            right now?

             Cassandra has paper and pen, is poised to make a list of 
             suggestions.  The other all look at each other uncomfortably.  
             Cassandra obviously knows the answer, but regards her friends 
             silently, waiting to see what the come up with.

                                       JEFFREY
                            Well, um... litter?

                                       ANDY
                            Litter, yeah!

             Everyone but Cassandra is impressed by this.

                                       JEFFREY
                                (to Cassandra)
                            Write that down.

                                       JENNIFER
                            Okay, what else?

                                       NICOLE
                            Forest fires?

                                       ANDY
                            Communism?

                                       BUFFY
                            Bugs.

                                       CASSANDRA
                                (helpfully)
                            Okay, guys, how about the ozone 
                            layer?

                                       KIMBERLY
                            Oh, yeah!

                                       NICOLE
                            Right!

                                       BUFFY
                            We gotta get rid of that!  That's 
                            right.

             GARY MURRAY, a well meaning but pompous little administrator, 
             come up to the kids.  He's kind of like Charlie Brown:  you 
             always say his whole name.

                                       GARY MURRAY
                            I don't suppose you kids heard the 
                            first bell, did you?  The first 
                            bell was saying, 'Start going to 
                            class, it's time to go to class.'  
                            In about thirty seconds the second 
                            bell is going to be saying, 'Already 
                            be in class.'

                                       JEFFREY
                            We're having a very important 
                            discussion here.

                                       GARY MURRAY
                            Why do I have trouble believing 
                            you?

                                       JEFFREY
                            Something from your childhood, maybe?

                                       GARY MURRAY
                            Button it, Kramer.  Classes are 
                            starting.  Be there or beware.

             Gary Murray walks off.

                                       ANDY
                            Man has a complex.

                                       BUFFY
                            He's got a...  What do you call it?  
                            A Napoleonic Code.

                                       JENNIFER
                            It's 'cause he's so tiny.

                                       ANDY
                            Yes, but what he lacks in height he 
                            makes up in shortness.

             They get up and start heading to class.

                                       KIMBERLY
                            Let's meet tonight, okay?

                                       BUFFY
                            Where?

                                       KIMBERLY
                            Cafe Blase.

                                       NICOLE
                            Cool.  We can figure decorations 
                            and stuff.

                                       BUFFY
                            Cassandra, you gotta come, too.

                                       CASSANDRA
                            Can't.  History report.  The Normans 
                            and the Saxons.

                                       BUFFY
                            Bogutude.  Blow it off.

                                       CASSANDRA
                            I really can't.  Besides, it's pretty 
                            interesting.

                                       BUFFY
                                (not harshly)
                            You're weird and I'm afraid of you.  
                            Seriously, Cassandra, there's a lot 
                            cooler things you could be doing 
                            than your homework.

                                       CASSANDRA
                            Like what?

                                       BUFFY
                            Like my homework.

             Buffy smiles, trots off.

                                                                    CUT TO:

             EXT. THE CITY - NIGHT

             We see SHOTS of the deserted city at night.  It's a small, 
             upscale town.  Suburban streets, businesses, and a  few more 
             depressed areas, boarded up houses.  No one is out.  TREES 
             RUSTLE, shadows flicker, but the curling mist is the only 
             visible presence.

                                                                    CUT TO:

             INT. CAFE BLASE - NIGHT

             A classic faux-Fifties L.A. diner.  Pictures of Frankie and 
             Annette, bright lights, those same tired Fifties standards 
             playing on the JUKEBOX.  Buffy, Kimberly, Jennifer and Nicole 
             are sitting at the end of the counter, at the corner.

                                       KIMBERLY
                            I don't see why we have to invite 
                            everyone.

                                       BUFFY
                            Kimberly, it's the senior dance.

                                       NICOLE
                            If we don't invite all the seniors 
                            we can't use the school funds, you 
                            know that.

                                       KIMBERLY
                            Can't they make exceptions?  Maryanne 
                            Heinel?  She's such a scud.  Can't 
                            we have a Maryanne clause?

                                       NICOLE
                            Well, look who's here.

             GIRLS' POV

             Pike and Benny have entered the diner, quite drunk.  As they 
             pass the jukebox, Benny gives it a kick and the music stops.  
             A few people look up, annoyed, as they approach the counter.

                                       WAITRESS
                            Hey!

                                       BENNY
                            The Fifties are over.

                                       PIKE
                                (earnestly)
                            We have to learn to let go.

                                       WAITRESS
                            Don't give me any trouble, okay?

                                       PIKE
                            No trouble.  We just want to eat.

             They sit next to Buffy and begin pooling their money on the 
             counter.  It comes to about $2.50, heavy with pennies.

                                       PIKE
                                (continuing)
                            Come on, come on, fork up the scub.

                                       BENNY
                            That's it, man.  That's the whole 
                            story.

                                       PIKE
                            We're looking at a dog, possible 
                            coffee...

             He digs and produces a quarter from his pocket.

                                       PIKE
                                (continuing)
                            It's coffee.

                                       BENNY
                            Amazing!

                                       KIMBERLY
                                (to the other girls)
                            Smell of booze much.

                                       NICOLE
                            Nice much.

                                       PIKE
                                (to the waitress)
                            Can we have a hot dog, please, medium 
                            rare, and a cup of joe?

                                       BUFFY
                            You guys are thrashed.

                                       JENNIFER
                                (to Buffy)
                            What are you talking to them for?

                                       BENNY
                                (to Buffy)
                            What did you say?

                                       PIKE
                            Yeah, we're drunk.  We're the Drunks.  
                            What's your name?

                                       BUFFY
                            Buffy.

                                       BENNY
                            Figures.

                                       PIKE
                            Do people ever call you 'Buffy the 
                            Buffalo?'  I'm just wondering.

             Buffy gives him a look.

                                       PIKE
                                (continuing)
                            The don't.  You kind of wish they 
                            would, though.

                                       KIMBERLY
                            Wit-tay.

                                       PIKE
                            I'm sorry.  I'm Pike.  This is Benny.

                                       KIMBERLY
                            Pike isn't a name.  It's a fish.

                                       PIKE
                            Hey, wait a minute...

                                       BENNY
                            You're the guys from the movie!

                                       PIKE
                                (good naturedly)
                            We hate you guys!

             The girls all make sad noises, real sarcastic.

                                       PIKE
                                (continuing)
                            You guys were way rude.  It was 
                            shocking.

                                       NICOLE
                            You just snuck in anyway.

                                       PIKE
                            So you have to ruin the movie for 
                            us?  You know, other people have 
                            feelings, too.

                                       KIMBERLY
                            I am so sure.

             The waitress brings the hot do.  Benny takes it out of the bun 
             and holds it over his crotch, phallus-like.

                                       BENNY
                            Hey, Buffy, you hungry?  I got 
                            something for you...

             The other girls look down and shriek.  Buffy looks at Benny, 
             looks at him in the eye.

             ANGLE - BUFFY'S HAND

             It closes silently around the knife at her place.

             Buffy is still looking at Benny, she seems to be hypnotizing 
             him, and maybe even herself.  The NOISE in the diner seems to 
             FADE AWAY for a moment.  Buffy shifts slightly, almost a twitch, 
             and the spell is broken.  The SOUND RETURNS, Buffy looks away, 
             letting go of the knife exactly where it was.

             Benny looks down.  His hot dog has been sliced neatly down to 
             about an inch.  He is shocked.

                                       BENNY
                                (continuing)
                            Hey!  She wasted my dog!

                                       PIKE
                                (smiling)
                            Bummer metaphor.

             Buffy looks off, a little surprised herself.

                                                                    CUT TO:

             EXT. STREET - NIGHT

             Pike and Benny have left the diner and are walking down the 
             street.  Pike produces a bottle of Mezcal from his coat pocket 
             and takes a swig, hand it to Benny.  They continue to pass it 
             back and forth.

                                       BENNY
                            Rich bitches.  They're a plague.  
                            They've gotta be stopped.

                                       PIKE
                            You didn't like them.

                                       BENNY
                            They're all the same!  They're so 
                            stuck up, they're just... they're 
                            not even human.  I hate them.

                                       PIKE
                            Would you sleep with them?

                                       BENNY
                            Yes.  Definitely.  Definitely.  
                            Please, God.

                                       PIKE
                            Well, there it is, isn't it?  You 
                            don't even like them, and you'd 
                            sleep with them.  What's that all 
                            about?

                                       BENNY
                            I got a news flash, man, another 
                            shot of this and I'll have sex with 
                            you.

                                       PIKE
                            Oh, yeah, and then you'll never 
                            call me.

             They continue walking.  A shadowy figure appears behind them, 
             following.

                                                                    CUT TO:

             INT. DINER - NIGHT

             The girls have all finished their sundaes.

                                       NICOLE
                            Come one, that was so weird.

                                       BUFFY
                                (uncomfortable)
                            What, it's not weird.  I just cut 
                            the stupid hot dog in half.

                                       KIMBERLY
                            I can't believe they still ate it.

                                       JENNIFER
                                (to Buffy)
                            Where'd you learn how to do that?

                                       BUFFY
                            I didn't learn... I just... it's 
                            not a big deal.

                                       KIMBERLY
                            Buffy, I'm gonna tell Jeffrey you 
                            were playing with another man's 
                            Hebrew National.

                                       BUFFY
                                (annoyed)
                            Get a boob job.

                                       NICOLE
                            It's like when we took gymnastics 
                            in eighth grade.

             Buffy makes a face.  She doesn't want to hear this story.  We 
             HOLD on her as Nicole tells it.

                                       JENNIFER
                            What happened?

                                       NICOLE
                            Buffy was on the uneven parallels -- 
                            she was really good; coach said she 
                            could have been in the Olympics -- 
                            but she was doing a routine, 
                            spinning, and the beam broke.

                                       JENNIFER
                            You're kidding.

                                       NICOLE
                            Snapped.  Buffy was, you know, on 
                            the upswing, and I swear to God she 
                            went across the room.  Perm over 
                            heels.

                                       JENNIFER
                            Oh, my God!  Ouch!  No wonder you 
                            quit.

                                       NICOLE
                            Well, that's the thing.  She landed 
                            on her feet.  Didn't even sprain a 
                            toe.  And I go up to her and she 
                            turns and looks at me and she's 
                            like this --

             She makes a hyper-intense face.  The others laugh.

                                       NICOLE
                                (continuing)
                            -- like she's gonna kill me.

                                       BUFFY
                            I was just scared is all.

                                       NICOLE
                            No.  It was mondo bizarro.

                                       KIMBERLY
                            Buffy, the ape-woman.

                                       NICOLE
                            Seriously, Buffy.  That look was 
                            way twisted.  What were you thinking 
                            about?

                                                                    CUT TO:

             EXT. STREET - NIGHT

             Perhaps in answer, we see the same shadowy figure moving behind 
             Pike and Benny as they continue to walk home.  They're really 
             bombed now.  They are somewhere in the hills now, and they 
             come to the edge of a steep incline overlooking the valley.  A 
             waist-high concrete wall is built into the side of the earth.  
             They stand below a thick, green tree.

                                       PIKE
                            I'll have it running in a week.  
                            It's be beauty.  It just needs new 
                            shocks, you know, break pads, an 
                            engine, and some wheels.  It'll be 
                            totally cherry.

             Pike finishes the bottle, eats the worm, and chucks the BOTTLE 
             over the side.  There is a moment before they hear it SHATTER.

                                       BENNY
                            When you get your car together, 
                            man, let's bail.

                                       PIKE
                            You think?  Split?

                                       BENNY
                            Utterly.  Let's bail this town.  
                            It's getting... I don't know.  Let's 
                            go somewhere where there aren't any 
                            rich bitches.

                                       PIKE
                            Our own world, where we could live 
                            and grow beans.  Hundreds of beans.

             Benny wavers, catches hold of Pike.

                                       BENNY
                            I think I'm gonna ralf.

             He leans over the side of the wall, hangs his head down.

                                       PIKE
                            Don't worry, Benny.  I'm here for 
                            you.

             Pike falls over backwards.

                                       PIKE
                                (continuing)
                            I'm here for you, Ralf.

             Pike passes out.

             CLOSEUP - BENNY

             Still waiting to throw up.  The figure approaches slowly from 
             behind him.  The figure is a few feet away from him when a 
             hand shoots down from above and grabs Benny's face.

             ANGLE - IN THE TREE

             Amilyn sits on a low branch, pulls Benny up to face him.  Amilyn 
             has changed his manner of dress drastically.  He wears a 
             motorcycle jacket and sunglasses.  His hair is punked out.  
             Benny is in shock, as Amilyn holds him easily by his shirt 
             collar.

                                       AMILYN
                            You wanna go for a ride?

             Amilyn leans back -- all the way back, falling back out of the 
             tree and pulling Benny with him.  We see them fall out past 
             the wall just as the shadowy figure reaches it.

             It is Merrick, the man from the mall.  He runs to the side of 
             the wall, looks over.  The two are already lost in the dark 
             mist.  Merrick turns around, looks about him.  He digs in his 
             pockets, pulls out a cross and a stake, holds them tightly.  
             While digging he pulls out an old, stained picture, lays it on 
             the railing.  Stake and cross in hand, he stands by Pike looking 
             out at the night.

             ANGLE - THE PICTURE

             It is a ten year old girl about to blow out the candles on her 
             birthday cake.  The cake reads, "Happy Birthday, Buffy".

                                                                    CUT TO:

             EXT. FOOTBALL FIELD - AFTERNOON

             Buffy, Nicole and Jennifer and another cheerleader are 
             practicing.

                                       JENNIFER
                            What was the step after...  The one 
                            from Thursday.  I never learned it 
                            right, I don't think.

             Buffy shows her.  They do it together for a minute.

                                       BUFFY
                            That is so cool.

                                       NICOLE
                            Thank you very much.

                                       BUFFY
                            Nobody is even gonna look at the 
                            game.

                                       JENNIFER
                            Hey, I was thinking, for the dance, 
                            what about a big sign that says 
                            'Don't Tread On Me'.  You know, and 
                            a picture of the earth.

                                       BUFFY
                            Don't tread on the earth?

                                       NICOLE
                            I don't get it.

                                       BUFFY
                            How do you not tread on the earth?  
                            I mean, you kind of have to.

                                       JENNIFER
                            I never thought of that.

                                       NICOLE
                            I gotta bail.  You coming?

                                       BUFFY
                            You guys blow.  I'm waiting on 
                            Cassandra.  She's gonna help me 
                            with my history.

                                       NICOLE
                            Cassandra's really smart.

                                       BUFFY
                            Yeah... She's okay, though.

                                       NICOLE
                            I guess.

                                       JEFFREY
                            Are you going out with Jeffrey 
                            tonight?

                                       BUFFY
                            Jealous?

             Jennifer laughs, uncomfortably.

                                       BUFFY
                                (continuing)
                            Don't worry, Jennifer.  Someday 
                            your prince will come.

                                       NICOLE
                            Yeah, just make sure you do first.  
                            Let's go, guys.

                                       BUFFY
                            B'bye.

             The other girls leave.  Buffy is alone on the empty field.  
             She looks around her.  She starts doing a routine, tentatively.  
             Then she runs toward the middle of the field and jumps, flies 
             into an extraordinary series of gymnastic flips and cartwheels.  
             She rolls into one final flip, a huge one, and lands, a perfect 
             ten, about three inches from Merrick.

             She screams in surprise, steps back.

                                       BUFFY
                                (continuing)
                            God, where the hell did you come 
                            from?  You scared me to death.

                                       MERRICK
                            I'm sorry.  That was impressive.  
                            The...  tumbling.

             His accent is clipped -- British.

                                       BUFFY
                            What?  Oh.  I used to do gymnastics.  
                            Are you looking for someone?

                                       MERRICK
                            I'm looking for you, actually.

                                       BUFFY
                            Am I in trouble or something?

                                       MERRICK
                            Not at all.  My name is Merrick.  I 
                            was sent to find you some time ago.  
                            I should have found you much sooner 
                            but there were...  complications.  
                            You should have been taught, 
                            prepared.

                                       BUFFY
                            What are you talking about?

                                       MERRICK
                            I've searched the entire world for 
                            you, Buffy.

                                       BUFFY
                            Why?

                                       MERRICK
                            To bring you... your birthright.

                                       BUFFY
                            My birthright?  You mean, like a 
                            trust fund?

             Merrick looks at her.

                                       BUFFY
                                (continuing)
                            I had a trust fund my great-
                            grandfather, or maybe it was an 
                            inheritance, 'cause he's dead, and 
                            I spent it on shoes.

                                       MERRICK
                            You must come with me.  It's much 
                            too late already.  You must come 
                            with me to the graveyard.

                                       BUFFY
                            Wait a minute.  My birthright is in 
                            the graveyard?  Later not.

                                       MERRICK
                            Wait!

                                       BUFFY
                            You're one of those skanky old men 
                            that, like, attack girls and stuff.  
                            Forget you.  My, um, my boyfriend 
                            is gonna be here in about thirty 
                            seconds, and he's way testy.

                                       MERRICK
                            You don't understand.  You have 
                            been chosen.

                                       BUFFY
                            Chosen to go to the graveyard?  Why 
                            don't you just take the first runner 
                            up, okay?

                                       MERRICK
                            You must believe me.  You must come 
                            with me while there's still time.

                                       BUFFY
                            Time to do what?

                                       MERRICK
                            To stop the killing.  To stop the 
                            vampires.

                                       BUFFY
                            Let me get this straight.  You're 
                            like, this greasy bum, and I have 
                            to go to the graveyard with you 
                            'cause I'm chosen, and there's 
                            vampires.

                                       MERRICK
                            Yes.

                                       BUFFY
                            Does Elvis talk to you?  Tell you 
                            to do things?  Do you see spots?

                                       MERRICK
                            I don't have time for your prattling.  
                            I have proof.  You bear the mark.

             He steps forward and pulls the neck of Buffy's shirt aside, 
             revealing her shoulder.

                                       MERRICK
                                (continuing)
                            The mark of the Coven!  The -- 
                            where's the mark?

             There is no birthmark on her shoulder.  He looks at the other 
             one.

                                       MERRICK
                                (continuing)
                            The mark of the -- wait a minute.

             Buffy pushes his hand off her.

                                       BUFFY
                            You mean that big hairy mole?  Excuse 
                            me:  eeyuu.  I had it removed.  
                            And, like, knowing about my big old 
                            mole isn't proof of anything except 
                            that it's way past medication time.

             She starts to walk away.

                                       BUFFY
                                (continuing)
                            Just stay away from me, okay?

                                       MERRICK
                            Did you ever dream that you were 
                            someone else?

             Buffy stops.  This obviously registers with her.

                                       BUFFY
                            Everybody does.

                                       MERRICK
                            In the past.  A girl.  Maybe... A 
                            Magyar peasant.  An Indian princess.  
                            A slave.

             The last one hits the mark.

                                       BUFFY
                            I was a slave.

                                       MERRICK
                            In Virginia.

                                       BUFFY
                            I don't know.  It was...  There was 
                            a big gram or something.  And there's 
                            one, I'm like a prostitute...

                                       MERRICK
                            China.

                                       BUFFY
                            Oh, my God.  I never told anybody 
                            about this.  I remember the one 
                            about the peasant, too.  God, there's 
                            a bunch.  Is this, like channeling 
                            or something.

             Merrick rolls his eyes.

                                       BUFFY
                                (continuing)
                            I had a dream once where I was...  
                            There was like, knights in it, and 
                            I worked in this bar.  And I... was 
                            fighting.  I'm always fighting.  
                            And there's a guy...  He's not always 
                            there, but he's horrible, all white, 
                            and he's always... trying to kill 
                            me.

                                       MERRICK
                            Lothos.

             The name has an obvious effect on the girl.

                                       BUFFY
                            How do you know all this?

                                       MERRICK
                            I have to show you.

                                                                    CUT TO:

             ANGLE - THE SUN

             Thick and orange, sinking beyond the hills.

             EXT. GRAVEYARD - SUNSET

             Merrick leads Buffy, searching for a particular grave.

                                       BUFFY
                            I can't believe I'm doing this.  I 
                            can't believe I'm in a graveyard 
                            with a strange man hunting for 
                            vampires on a school night.

                                       MERRICK
                            Why didn't you ever tell anybody 
                            about your dreams?

                                       BUFFY
                            Oh, yeah, tell everyone I'm crazy.  
                            Beauty ida.

             Buffy stops, winces slightly.

                                       BUFFY
                                (continuing)
                            Ow.

                                       MERRICK
                            Cramps?

                                       BUFFY
                            None of your business.  God.

                                       MERRICK
                            This is it.

             Buffy is standing on a freshly dug grave.  The headstone reads: 
             "ROBERT BERMAN, 1972 - 1990.  GOD IS AT HIS HEELS".

                                       MERRICK
                                (continuing)
                            Robert Berman was killed three days 
                            ago.  The body was found in the 
                            bushes out by the canal.  Extensive 
                            tissue damage -- tearing -- at the 
                            neck and shoulders.  Coroner thinks 
                            it's a dog.  You sit her.

             He points out a plot of ground about eight feet from the foot 
             of the grave.  Buffy sits and leans against another stone.

             Merrick reaches into his jacket, pulls out a stake and a cross, 
             hands the cross to Buffy.

                                       BUFFY
                            Wait a minute.

                                       MERRICK
                            Just for protection.  You won't 
                            have to do anything.  I just need 
                            you to watch.

                                       BUFFY
                            All right.  What do we do now?

                                       MERRICK
                            We wait for Robert to wake up.

             Merrick goes over to the other headstone, crouches by it.

                                       BUFFY
                            Do you have any gum?

             ANGLE - SUNSET

             The last red glimmer disappears behind the hills.

                                                                    CUT TO:

             EXT. OUTSIDE THE SCHOOL - SAME TIME

             Cassandra stands waiting for Buffy.  The sun is down, darkness 
             increasing.  She looks at her watch and gives up, heads for 
             her car.  Her key in the door, she hears a RUSTLING behind 
             her.  Looks slowly around.

                                                                    CUT TO:

             EXT. GRAVEYARD - SAME TIME

             Buffy sits fidgeting.  Playing with her fingernails.  Merrick 
             stays in the position, listening.

             A low, almost inaudible MOAN come from under the ground.  Buffy 
             sits up straight, holds the cross to her.  The MOAN becomes 
             louder, almost a scream.  The SOUND is followed by the SOUND 
             of FINGERS SCRAPPING wood -- of WOOD SPLINTERING -- of digging.  
             The moaning continues, becoming eerier, somewhat more 
             articulate.

             Buffy and Merrick wait.

             ANGLE - THE GRAVE

             Finally, fingers break through the ground and hold stiff in 
             the open air.  The moan becomes a triumphant HISS.  The fingers 
             clutch at the ground.

             ROBERT BERMAN pops halfway out of his grave like a jack-in-the-
             box, his face dirty and dead-white.  He sees Buffy in front of 
             him, and he bobs toward her with a crazy grin, stretching as 
             to a mother's tit.

             Merrick drops down behind Robert and grabs him, raising the 
             stake.  Buffy watches, immobilized.

             A pair of arms shoot up from the ground right under Buffy.  
             They grab her and pull her to the ground.  Next to her face, 
             the face of another vampire, a YOUNG WOMAN, emerges grinning 
             from the crumbling earth.

             Buffy screams lustily, and struggles to break free.

             Merrick is momentarily distracted by this, and Robert throws 
             him off, and pulls himself out of the grave.  Merrick falls to 
             the ground, and his stake goes flying.

             Buffy pulls herself out of the girl's grasp, starts running 
             away, but the girl grabs her.  Buffy remembers the cross in 
             her hand, spins and holds it to the vampire's forehead.  It 
             burns and the lady lets go, screaming and falling to the ground.

                                       BUFFY
                            'Bye now.

             Buffy runs.

             ANGLE - MERRICK AND ROBERT

             They are struggling, several feet away.  Robert grabs Merrick 
             by the shoulders and picks him up, preparing to bite him.  A 
             stake suddenly pops out of his chest, planted in his back by 
             Buffy.  He falls and dies.

                                       MERRICK
                            Where's the other one?

                                       BUFFY
                            She --

             It leaps at her, screaming.  She throws it off, as Merrick 
             produces another stake and throws it to her.  Buffy sticks it 
             in the vampire's heart.  She dies, screaming, her face still 
             smoking, blood spurting onto Buffy.

             Buffy looks at herself.  At the blood.

                                                                    CUT TO:

             EXT. FRONT OF BUFFY'S HOUSE - NIGHT

             Merrick walks Buffy to the door.  She is silent, slow.

                                       MERRICK
                            Go to school tomorrow.  Try to act 
                            normal.  Don't let anyone know what's 
                            happening.  This is important.  
                            When the vampires find out who you 
                            are... you won't be hunting them 
                            anymore.

                                       BUFFY
                            All right.

             He hands her a piece of paper.

                                       MERRICK
                            Meet me at this address after school.

                                       BUFFY
                            I have cheerleading squad.

                                       MERRICK
                            Skip it.

             Buffy nods.  Merrick starts back down the path.

                                       BUFFY
                            Merrick.

             Merrick stops.

                                       BUFFY
                                (continuing)
                            They can't come in, right?  Unless 
                            you invite them.  Is that true?

                                       MERRICK
                            It's true.

             Merrick moves on.  Buffy goes inside.

                                                                    CUT TO:

             INT. BUFFY'S HOUSE - FOYER - SAME TIME

             Buffy shuts the door, turns to go up to her room.  She is 
             startled by someone standing in her path.  She almost screams.

             It's her mother.  She stands, arm akimbo, looking very 
             confrontational.  Buffy looks a sight, and stands uncomfortably 
             in front of her mother for a moment.

                                       BUFFY'S MOM
                            Do you know what time it is?

                                       BUFFY
                            Uum... around ten?

             Mom taps her watch, annoyed.

                                       BUFFY'S MOM
                            I knew this thing was slow.

             She crosses out of the room.

                                       BUFFY'S MOM
                                (continuing)
                            You pay a fortune for something...
                                (calls out)
                            Honey, come on, we're gonna be late.

             Her mother gone, Buffy lets out a small sigh -- of relief or 
             frustration, it is not clear.  She heads upstairs.

                                                                    CUT TO:

             INT. BUFFY'S HOUSE - BATHROOM - NIGHT

             Buffy stands at the sink, washing her shirt.  She tries to get 
             the blood off with fierce intensity.  She is near tears.

                                                                    CUT TO:

             INT. BUFFY'S HOUSE - BEDROOM - NIGHT

             She sits in the middle of the bed in her pajamas, the blankets 
             pooled around her.  She cannot sleep.  Finally, she lies back 
             on the pillow.

             Lothos is beside her.

                                                                    CUT TO:

             INT. SCHOOL HALL - DAY

             Buffy walks through the hall slowly, obviously the worse for 
             last night's wear.  Gary Murray comes up next to her, looking 
             at his watch pointedly:  she's late for class.  He moves on.  
             Jeffrey, going the other way, stops next to her.

                                       JEFFREY
                            Hey, baby, how ya doing?  You look 
                            beat.

                                       BUFFY
                            I do?  I guess I do.

                                       JEFFREY
                            Where were you last night?  I called 
                            your house like four times.

                                       BUFFY
                            I went to sleep.  I think I have 
                            the flu or something.

             Jeffrey backs away from her.

                                       JEFFREY
                            I can't get sick.  You know -- 
                            training and all.  I'm gonna be 
                            late.

                                       BUFFY
                            'Bye.

             Jeffrey moves off to class.  Buffy walks on a bit.  She bumps 
             into Nicole.

                                       NICOLE
                            Hey, Buffers.  You look thrashed.

                                       BUFFY
                            Thanks.

                                       NICOLE
                            You and Cassandra get anything done 
                            last night?

             Buffy looks confused for a moment, then remembers.

                                       BUFFY
                            Oh.  No.  She never showed.

                                                                    CUT TO:

             INT. LOTHOS' CAVE - CLOSEUP OF CASSANDRA'S FACE

             She is waking up, obviously from being knocked out.  She blinks 
             stupidly, looks around.  She is lying by a pool of what looks 
             to be dark water in a large cave.  Torches burn around her.

             She tries to get up and finds it difficult.  She pulls herself 
             up to the side of the pool and splashes water on her face.

             It's blood.

             She starts, staring with growing horror at her hands.  She 
             does not even see the figure rise from the pool at first.

             It's Lothos.  He wears no shirt, only white trousers and boots, 
             the style maybe Nineteenth Century.  No blood seems to touch 
             him as he rises.  He looks at Cassandra with an almost sleepy 
             lust.

                                       LOTHOS
                            I find it restorative, sleeping in 
                            the life-blood of so many.  To feel 
                            their souls coursing about me.

                                       CASSANDRA
                            What's happening?  What do you want?

                                       LOTHOS
                                (smiling)
                            So very much.

                                       CASSANDRA
                            My parents have money...

                                       LOTHOS
                            Yes, I'm sure they do.  This place 
                            is everything you said it was, 
                            Amilyn.

             Cassandra turns.  Amilyn stands behind her, grinning.  He 
             hisses, bares his fangs at Cassandra.

                                       CASSANDRA
                            What... are you?

                                       LOTHOS
                            Are we so strange?  So alien to 
                            you?  I've seen this culture, the 
                            wealth, the greed, the waste... 
                            it's truly heartwarming.  The perfect 
                            place to spread my empire.  Honestly, 
                            Eastern Europe was so dead, the 
                            Communists just drained the blood 
                            out of the place.  It's livened up 
                            a bit in the past few years, but 
                            it's nothing compared to this.... 
                            this Mecca of consumption.  The 
                            city of Angels.

             He steps right up to her.

                                       LOTHOS
                                (continuing)
                            What are we?  We are man, perfected.  
                            We exist to consume.

             On the world "to consume" we see Amilyn mouthing the words 
             with Lothos, his eyes to the ceiling.  He's heard this a hundred 
             times.

                                       AMILYN
                            So?  Do we change this one, or do 
                            we just drain her?

             Cassandra pulls her gold card out of her wallet.

                                       CASSANDRA
                            Here, look.  My gold card.  It's 
                            your.  I'll never report it.

             Amilyn snatches it from her, looks it over.

                                       LOTHOS
                            She has a certain quality, this 
                            one...

             Amilyn bites the card.

                                       AMILYN
                            I don't think this is gold.

                                       LOTHOS
                            Not as single-minded as the others, 
                            not as sybaritic.  Almost thoughtful.  
                            She's useless.

                                       CASSANDRA
                            No, wait.  I can be dumb.  Really.  
                            Or mean, or whatever.  I can learn.  
                            I'm useful.

                                       LOTHOS
                            Really?

                                       CASSANDRA
                            Swear to God.

             He rips out her throat, tearing at it with his teeth as blood 
             gushes around their faces and she wriggle, twists, dies.  He 
             hurls her into the door and wipes blood from his mouth.

                                       LOTHOS
                            I wish you wouldn't mention him...

             Slowly Cassandra slides down the wall, her eyes glazing over.  
             As she descends we see, stenciled on the wall, "Hemery High 
             School.  Maintenance Only."

                                                                    CUT TO:

             INT. WAREHOUSE - AFTERNOON

             Grey, dusty and long since abandoned.  Sunlight pours in through 
             the large windows, practically caked with dust.  Old crates 
             are stacked here and there, bits of manikins leaning on one or 
             two.  Merrick sits on a crate, reading the newspaper.

             Buffy enters hesitantly, puts down her bookbag next to a pile 
             of Merrick's stuff, including a rolled-up sleeping bag.  This 
             is definitely not her turf.  She runs her finger along a crate, 
             picks up a world of dust.  She holds up her finger at Merrick.

                                       BUFFY
                            Fire the help.  No kidding.

             Merrick looks up at her.

                                       MERRICK
                            It's not pretty, but it does suit 
                            our purposes.

                                       BUFFY
                            Our purposes.

             She repeats it not with attitude, but a dull wonder at her 
             connection with this strange man.  She crosses to him.

                                       BUFFY
                                (continuing)
                            What, um...  What do we do?

                                       MERRICK
                            There's a great deal I have to show 
                            you, I'm not even sure where to 
                            start  There's so little time.

                                       BUFFY
                            Why do you keep saying that?

                                       MERRICK
                            Do you know what a Vampire-King is?

                                       BUFFY
                            A Vampire-King?  You mean like 
                            Dracula?

                                       MERRICK
                            Oh, yes.  And the man from your 
                            dreams.  Lothos.

                                       BUFFY
                            Oh, him.

                                       MERRICK
                            Yes.  They travel about, usually 
                            with one or two of their followers 
                            to lay the groundwork.  The vampires 
                            find a community and they feed on 
                            it, make it their own.  You were 
                            difficult to trace, and I think the 
                            process has gone a lot further than 
                            I'd anticipated.  Usually this goads 
                            a community into some kind of 
                            paranoid frenzy.  But for some 
                            reason, nobody here seems to be 
                            paying any attention.

                                       BUFFY
                                (not paying attention)
                            What?

                                       MERRICK
                                (annoyed)
                            We'll cover it later.

                                       BUFFY
                            I still don't get how they happened 
                            to come to my town.  I mean, was I 
                            born here because... because they  
                            were coming here?  That Lothos guy, 
                            and his buddies?

                                       MERRICK
                            In a way, yes.  Your fate is 
                            inexorably connected to them.

                                       BUFFY
                            Great.  First I have a birthright, 
                            now I've got a fate.  Hey, do I 
                            have to take notes on this?

                                       MERRICK
                                (put down his paper)
                            We're going to have the work hard.  
                            You'll need some excuse for staying 
                            out.  For your parents.

             Buffy laughs.

                                       BUFFY
                            Not a pressing issue.

                                       MERRICK
                            I tell you, the best thing I can do 
                            right now is find out more about 
                            you.  What your strengths are, your 
                            likes...  Everything.  What's your 
                            best subject?

                                       BUFFY
                            Uh... gym.

                                       MERRICK
                            Yes, you used to do gymnastics.  
                            But you stopped.  Why?

                                       BUFFY
                            Well, everybody says... it's just 
                            kind of dorky.  I mean, have you 
                            ever seen a gymnast's legs?  They're 
                            like --
                                (indicating huge)
                            -- the mighty oak.  It's not a look.

                                       MERRICK
                            But you enjoyed it, yes?

                                       BUFFY
                            Well... I do cheerleading now.  
                            It's way cooler.

                                       MERRICK
                            Cheerleading.  For... sporting 
                            events, yes?

                                       BUFFY
                            Sporting events, yeah.

                                       MERRICK
                            All right.  Why don't you show me a 
                            cheer?

                                       BUFFY
                            Here?

                                       MERRICK
                            Yes, yes.  It would be interesting.  
                            A nice cheer.

                                       BUFFY
                            Okay.

             Buffy starts, a bit awkwardly, doing a cheer.

                                       BUFFY
                                (continuing)
                            Who we gonna beat?

                                       MERRICK
                                (pathetically following her 
                                motion)
                            Who we gonna beat?

                                       BUFFY
                                (stops)
                            No -- you don't have to --

                                       MERRICK
                            Oh.  I thought... you lead me --

                                       BUFFY
                            No.  You don't do anything.  I do 
                            it.

                                       MERRICK
                            Oh.  Good.

             She starts again.

                                       BUFFY
                            Who we gonna beat? 
                            Who do we defeat? 
                            Who will we be pulverizing 
                            Into cream of wheat?

             Gradually, Buffy gets more into the cheer.  The steps become 
             more complicated as she repeats the verse.

             CLOSEUP - MERRICK'S HAND

             We see a knife slip out of Merrick's sleeve.  He palms it, 
             hands behind his back.

             In the middle of her routine, he hurls it at her.  She catches 
             it, reflexively, inches from her face.  Stops dead.  Then bursts 
             into tears.  Merrick is thrown off by this reaction.

                                       BUFFY
                            Oh, what the hell is wrong with 
                            you?  You threw a knife at my head!

                                       MERRICK
                            I had to test you.

                                       BUFFY
                            But you threw a knife at my head!

                                       MERRICK
                            And you caught it!  Only the chosen 
                            one could have done that.

                                       BUFFY
                            I don't want to be the chosen one, 
                            okay?  I don't want to spend the 
                            rest of my life chasing after 
                            vampires!  I just want to graduate 
                            from high school, go to Europe, 
                            marry Charlie Sheen and die.  It 
                            may not sound too exciting to a 
                            sconehead like you, but I think 
                            it's swell.  And then you come 
                            along...  and... and then I'm a 
                            member of the hairy mole club, so 
                            you throw things at me!

             She is coming at him now.  He begins to back up.

                                       MERRICK
                            It was necessary.

                                       BUFFY
                                (realizing)
                            Last night.  You knew I was sitting 
                            on a fresh grave, didn't you?

                                       MERRICK
                            I don't think you understand the 
                            full implications of --

             Buffy punches him in the face.  He goes flying a good ways, 
             lands on his back.  His nose bleed merrily.  Buffy stops.

                                       BUFFY
                            Oh.  Sorry.

                                       MERRICK
                                (getting up)
                            Don't you see what's happening?  
                            You're changing.  You've got powers 
                            you've only just begun to tap.  
                            Physical, mental prowess you've 
                            never dreamed of.
                                (pulling a handkerchief out 
                                of his pocket)
                            God, this hurts.  I've administered 
                            a few shocks to your system to start 
                            the adrenaline working.  I'm sorry 
                            I have to take so many shortcuts in 
                            the training process.

                                       BUFFY
                            Put your head back.

                                       MERRICK
                            Two days ago, would you have even 
                            hit me?  Let alone so powerfully?

                                       BUFFY
                            No... I guess I would have gotten 
                            Jeffrey to hit you.

                                       MERRICK
                            Exactly.  You're changing.  You're 
                            becoming something extraordinarily 
                            powerful.

             Buffy looks at the knife in her hand.  The MUSIC COMES UP and 
             we...

                                                                    CUT TO:

             A SERIES OF IMAGES AND INTERCUT SCENES

             Buffy's period of training.  Over the difficult course of it, 
             she is obviously becoming more self-possessed, more at ease.  
             Her style of dress loosens a bit:  a little punkier.  Stops 
             dying her hair blonde and her roots start showing.  Accumulates 
             a few more holes in her ears.

             EXT. THE WAREHOUSE - NIGHT

             Buffy doing a series of gymnastic flips, swinging on vines, 
             etc.

                                                                    CUT TO:

             EXT. SCHOOL - DAY

             Buffy arriving late for class.

                                                                    CUT TO:

             INT. BRENTANO'S - DAY

             Buffy charging some books: Lawson's Treatis on Demonology, 
             Psychological Interpretations of Vampirism, The Book of the 
             Dead, and The Complete Garlic Cookbook.

                                                                    CUT TO:

             INT. WAREHOUSE - NIGHT

             Merrick sits on a crate, reading the obituaries and circling 
             certain entries.

             Buffy stands on her head, sweating with concentration.  The 
             CAMERA TILTS up to reveal her feet.  Between the toes of one 
             is a nail brush, with which she is very carefully painting her 
             toenails.

                                                                    CUT TO:

             INT. MELROSE CLOTHING STORE ("ROCK STAR") - NIGHT

             Amilyn and a few of the old-world vampires are on a spree, 
             trying on various leather jackets.  As they cavort, the CAMERA 
             TRACKS behind the counter, where we find the clerk, bloody and 
             dead, slumped on the floor.

                                                                    CUT TO:

             EXT. SCHOOL - DAY

             Buffy kissing Jeffrey goodbye after school.  A long, lingering 
             kiss, during which she pulls away, anxious to get going.  She 
             starts off, comes back and plants a big ol' on his lips one 
             last time before splitting.

                                                                    CUT TO:

             EXT. MINIATURE GOLF COURSE - AFTERNOON

             Merrick and Buffy are playing.  Merrick tees off, shoots 
             horribly.

                                       BUFFY
                                (as announcer)
                            Ooh, another embarrassment for the 
                            teabag, while the chosen one is 
                            still well under par.

                                       MERRICK
                            Your turn.

             Buffy positions herself.

                                       BUFFY
                            What about bats?  Do they turn into 
                            bats?

                                       MERRICK
                            No.  No bats, no flying.  They... 
                            float, occasionally.  Not really 
                            flying.

                                       BUFFY
                            Toasty.  Were there ever any, like, 
                            famous vampires?

                                       MERRICK
                            Oh, several.  Lucretia Borgia, Joseph 
                            Mengele, Franklin Pangborn... are 
                            any of those names familiar?

                                       BUFFY
                            If I say 'no' does that make me a 
                            bad person?

                                       MERRICK
                            Good Lord.  What do you study in 
                            history?

                                       BUFFY
                            My nails.

             She gives a little 'isn't that funny' kind of laugh.  He doesn't 
             respond.

                                       MERRICK
                            All right.  You've heard of the 
                            emperor Caligula, perhaps?  Or Jack 
                            the Ripper?

                                       BUFFY
                            They were vampires?

                                       MERRICK
                            Same one.

                                       BUFFY
                            Oh.

             She considers this a moment.  Tees off:  another hole in one.

                                                                    CUT TO:

             EXT. WAREHOUSE  (LATER)

             Buffy and Merrick sparring, working their way in between the 
             "trees."  She is his superior in speed and strength, but he 
             easily trips her up.  She glares at him from the ground.

                                                                    CUT TO:

             INT. SCHOOL - DAY

             Buffy late again.  Gary Murray watches her from the hall, 
             shaking his head.

                                                                    CUT TO:

             EXT. ROADSIDE - EVENING

             Two college-age guys stand hitchhiking.  A red convertible 
             pulls up, with a beautiful blonde behind the wheel.  The guys 
             look at each other -- all right!  They can't see her teeth, or 
             the look in her eye.

                                                                    CUT TO:

             INT. CHURCH - AFTERNOON

             Buffy walks in, looks around.  She approaches a PRIEST.

                                       BUFFY
                            Excuse me...

                                       PRIEST
                            Yes, my child?  Is something 
                            troubling you?

                                       BUFFY
                            Well, sort of.

                                       PRIEST
                            Well, maybe I can help.

                                       BUFFY
                            Yeah.  Um... Could you bless these?

             She holds up a six-pack of Perrier.

                                                                    CUT TO:

             INT. LOTHOS' CAVE - NIGHT

             We see the entire cave, the still pool of blood, the torches 
             lit.  At the far end sits Lothos.  In his arms is the body of 
             a dead girl.  Blood stains her neck and yet the image is poetic, 
             reminiscent of Michelangelo's "Pieta".  They are both perfectly 
             still, her draped across his lap, he with his eyes far far 
             away.  The silence holds.

             Lothos belches massively.

                                                                    CUT TO:

             INT. WAREHOUSE - NIGHT

             Merrick is lecturing Buffy.  Buffy is sitting, doodling in an 
             open notebook, "uh-huh"ing and obviously not paying attention.

                                       MERRICK
                            ... Lothos was probably born in the 
                            eleventh or twelfth century; he's 
                            been difficult to trace.  His power 
                            has increased with age.  It will be 
                            a long while before you are ready 
                            to face him.  We'll be lucky if we 
                            can get him to leave the area, to 
                            lie low for awhile.  That will 
                            scatter the rest of them.  Lothos 
                            is...

             He looks at Buffy, who is staring down at her notebook.

                                       MERRICK
                                (continuing)
                            ... is extremely powerful, but he 
                            is still a vampire, and vulnerable 
                            to the same...

             He looks at her.  Is she listening?

                                       MERRICK
                                (continuing)
                            Daylight is still his enemy.  The 
                            stake can still find his heart.

             Is she?

                                       MERRICK
                                (continuing)
                            I have huge antlers growing out of 
                            my buttocks.

             Nope.  No reaction, just another "Uh-huh."

             ANGLE - BUFFY'S NOTEBOOK

             Merrick slams a stake right through the middle of it.  Buffy 
             screams, jumps back a good two feet and lands on her butt.

                                       BUFFY
                                (angry)
                            What!?!

                                       MERRICK
                            Try to pay attention.

                                                                    CUT TO:

             INT. WAREHOUSE - LATE LATE NIGHT

             Merrick talking.  Buffy drinking coffee, trying hard to stay 
             awake.  Listening.

                                                                    CUT TO:

             INT. SCHOOL - DAY

             Buffy in class, taking a test.  Nicole leaning over, trying to 
             cheat off her when she falls forward onto the desk, asleep.

                                                                    CUT TO:

             INT. SCHOOL HALL - DAY

             Buffy being ushered into Gary Murray's office.

                                                                    CUT TO:

             INT. GARY MURRAY'S OFFICE - DAY

             Buffy sits in his chair.  Gary moves about his desk, sitting 
             behind it, leaning on it, talking to her.  A FLY BUZZES 
             annoyingly about his head.

                                       GARY MURRAY
                            Well, I think we can safely say 
                            that something's going on with you, 
                            Buffy.  Now, there's nothing to be 
                            nervous about; you're not in any 
                            trouble.  I just hoped maybe we 
                            could talk.  Don't think of me as 
                            Gary Murray, administrator.  Think 
                            of me as Gary Murray, party guy!  
                            Happening dude who can talk to the 
                            young.  Me and you.  It's open... 
                            Tell me.  It's drugs, isn't it?

                                                                    CUT TO:

             EXT. FOREST - AFTERNOON

             Buffy stands under a tree, blindfolded.  Merrick stands a ways 
             apart, watching.  Buffy stands very still, neck craned, waiting.

             Silently, a leaf falls.  It wafts gently down.  Buffy hurls a 
             knife at it with easy precision.

             ANGLE - ANOTHER TREE

             The knife stick deep into the trunk, the leaf perfectly pinned.

             Merrick looks at it.  Buffy smiles, knowing she has hit the 
             target.  Blindfold still on, she turns toward Merrick and walks 
             into a branch, falls heavily backwards.

                                                                    CUT TO:

             INT. GARY MURRAY'S OFFICE - DAY

             The same session, continuing.  Buffy still sits, expressionless, 
             in the chair.  The FLY still BUZZES.

                                       GARY MURRAY
                            Hey, there's nothing to be afraid 
                            of!  I know where you're coming 
                            from.  Believe me.  I'll tell you 
                            the truth.  I've had my drug 
                            experiences, too.  I did a lot -- I 
                            did some acid in the Sixties.  Well, 
                            the late Seventies, actually.  It 
                            was at a Doobie Brother's concert.

                                                                    CUT TO:

             INT. THE MALL - DAY

             Buffy at the mall with Kimberly, Nicole and Jennifer.  For the 
             first time, we really see how she stands out against her 
             friends.  She is wearing much more functional, cool garb, and 
             less makeup, while they still sport the same dainty shit from 
             the beginning.

             They stop to look at some dresses.  Something in the next store 
             catches Buffy's eye; she wanders off.

                                                                    CUT TO:

             INT. GARY MURRAY'S OFFICE - SAME TIME

             Gary Murray is crouching on his desk.  Buffy still sits.  The 
             FLY still BUZZES.

             As Gary talks, Buffy picks up a push pin from the table beside 
             her, holds it.

                                       GARY MURRAY
                            ... and I could see the music flowing 
                            into me, it was bright red and 
                            electric, and I felt like a big 
                            toaster, and I thought, maybe I am 
                            a toaster, we're all molecules, and 
                            my friend Melissa, her head looked 
                            like a big party balloon, and that 
                            scared me, I started to freak out...

             Buffy surreptitiously puts the push pin in her mouth.

                                                                    CUT TO:

             INT. THE MALL - DAY

             The other girls are moving on from the dress shop, notice Buffy 
             is not with them.  They spot her in the next shop, urge her to 
             come on.  Buffy puts back the chain saw she was looking at, 
             follows them.

                                                                    CUT TO:

             INT. GARY MURRAY'S OFFICE - DAY

             Buffy hasn't moved, or opened her mouth.  The FLY BUZZES on.  
             Gary Murray now sits behind his desk.

                                       GARY MURRAY
                            I guess you're surprised.  Well, 
                            you know, there's more to most people 
                            than meets the eye.  Everybody's 
                            got a secret.  I just want you to 
                            know that you can always share your 
                            secrets with me.  What you say in 
                            this office, it will stay in this 
                            office.  I'm your pal.

             Buffy smiles at Gary.  As he looks away for a second, Buffy 
             spits out the push pin.  The BUZZING STOPS.

                                                                    CUT TO:

             INT. WAREHOUSE - NIGHT

             Buffy sparring with Merrick again.  She holds a stake.  This 
             time she ends up pinning him, the stake at his solar plexus.

             He moves the point to where his heart would be.

                                                                    CUT TO:

             INT. PIKE'S BEDROOM - NIGHT

             The room is a shambles.  Outside the first floor window, it is 
             dark night.  "Help Yourself" by the Posies blasts from Pike's 
             STEREO.  Pike lies on his bed.

             Through the window we see Benny approach, slowly fading up to 
             the pane.  He's floating, really.  (He's a vampire.)  He scrapes 
             his fingers on the glass.

                                       BENNY
                            Pike...

             Pike sits up, turns down the music.  He goes to the window, 
             begins to try to open it.  It's stuck.

                                       PIKE
                            Benny, man, where you been?  You 
                            bailed on me, I passed out, man, I 
                            almost did a Jimi Hendrix!

                                       BENNY
                            Let me in.

                                       PIKE
                            Hey, I'm trying, but this window is 
                            burnt --

             Pike gets a good look at Benny for the first time.

                                       BENNY
                            Invite me in, Pike.

                                       PIKE
                            Wait a minute.  What's wrong with 
                            you, man?

                                       BENNY
                            I'm fine.

                                       PIKE
                            You look like shit, Benny.

             Benny grins, presses his slimy forehead against the glass.

                                       BENNY
                            I... feel.... pretty.

                                       PIKE
                            No offense, man, but I think you're 
                            on something nasty.  Why don't you 
                            just go and cool out and I'll see 
                            you in the morning or something.

                                       BENNY
                            The sun!  It burns!  It burns!

             He laughs at his impression, brown spittle caking the window.

                                       BENNY
                                (continuing)
                            Let me in, Pike!  I'm hungry!

                                       PIKE
                            Get away from here.

                                       BENNY
                            I'm hungry.

                                       PIKE
                            I mean it.

             Benny smiles, moves suddenly out of sight.  Pike looks at the 
             window for a second, then bolts out of his room.  He runs to 
             the front door, frantically hooks the chain.  Benny appears at 
             the door's little window, banging and scraping the glass.

                                       BENNY
                            I'm hungry!  I'm hungry!  I'm hungry!

             Pike backs away.

                                                                    CUT TO:

             EXT. DESERTED STREET - NIGHT

             Buffy walks slowly down the street, trying to appear nonchalant, 
             but looking about her a lot.

                                       BUFFY
                            Sure is cold.  What a dark night.  
                            Nice night for a walk.

             She whistles some, keeps walking.

                                       BUFFY
                                (continuing)
                            'Feelings, la la la la feelings'...  
                            Boy, I'm helpless.

             She passes an alley and there is a RUSTLING amid the garbage 
             cans.  She moves slowly down the alley toward the noise.  She 
             is about halfway down when a rat scurries out from the cans 
             and down a drain.

                                       BUFFY
                                (continuing)
                            Yeucch.

             Behind her, another SOUND.  She turns slowly.  At the entrance 
             to the alley stands a vampire.  They stare at each other, some 
             thirty feet away.

                                       BUFFY
                                (continuing)
                            Hello...

             She moves back a step.  The vampire takes a step.

                                       BUFFY
                                (continuing)
                            What do you want?

             It floats rapidly at her, hissing.  Buffy looks about her 
             frantically, trapped.  It hits her at top speed and she 
             instantly rolls onto her back, flipping it and hurling it 
             against the wall at the end of the alley.  As it hits, Buffy, 
             still rolling, produces a stake from her jacket and throws it 
             directly at its heart.  The stake punctures the startled 
             creature's chest.  Before he can so much as grab it, Buffy 
             throws a roundhouse kick, driving the stake all the way home 
             with her foot.  The vampire screams, sinks to the ground.

             Buffy turns, triumphant.

                                       BUFFY
                                (continuing)
                            Toaster-caked him!

             CLOSEUP - A STOPWATCH

             A hand stops it.  It is Merrick, who steps into the alley and 
             stares at Buffy.

                                                                    CUT TO:

             EXT. OUTSIDE THE WAREHOUSE - NIGHT

             The two exit Merrick's car, an old Dodge Dart.  As they talk, 
             they make their way into the warehouse.  Buffy looks out for 
             trouble while Merrick unlocks the door.  This is obviously 
             their routine.

                                       MERRICK
                            He was slow.  Very simple.  They 
                            won't all be that easy.

                                       BUFFY
                            Fine.

                                       MERRICK
                            And the alley was a mistake.  Never 
                            corner yourself like that.  If they'd 
                            come at you in force you'd be dead 
                            now.  One vampire is a lot easier 
                            to kill then ten.

                                       BUFFY
                            Does the world 'Duhh' mean anything 
                            to you?

                                       MERRICK
                            You felt a little sick, didn't you?  
                            The cramps.

             They enter the warehouse.

                                                                    CUT TO:

             INT. THE WAREHOUSE - SAME TIME

             They unload their stuff as they argue.

                                       BUFFY
                            Nice conversationalist!  Yeah, I 
                            felt 'em a little, but I ain't due 
                            for two weeks since you're so excited 
                            about the subject.

                                       MERRICK
                            It's natural.  A reaction to their 
                            presence, to the... unnaturalness 
                            of it.  It's part of how you are 
                            able to track them.

                                       BUFFY
                            Oh, wonderful.  My secret weapon is -
                            PMS.  That's just great.  Thanks 
                            for telling me.

                                       MERRICK
                            You'll get used to it.  I'm more 
                            worried about your tactical mistakes.

                                       BUFFY
                            You are such a wet.

                                       MERRICK
                            A what?

                                       BUFFY
                            A wet!  Didn't I just kill that 
                            vampire?  I think I did.  I didn't 
                            see you killing any vampires.  You 
                            were too busy playing 'Beat the 
                            Clock'.

                                       MERRICK
                            Don't start with me again.

                                       BUFFY
                            Aren't I, like the chosen one?  The 
                            one and only?  The Grand High Poobah 
                            and doesn't that mean you have to 
                            be nice to me?  Like, ever?

                                       MERRICK
                            Buffy...

                                       BUFFY
                            And why are you always wearing black?  
                            It's so down.  It's totally not 
                            your color.  I don't think you have 
                            a color.

                                       MERRICK
                            What do you want?  Encouragement?
                                (in bad American accent)
                            'Gosh, Buffy, you're so special, I 
                            just want to give you a great big 
                            hug, oh I'm just having a warm 
                            fuzzy.'

                                       BUFFY
                            Oh, fuck you!

             Merrick turns on her.

                                       MERRICK
                            Do you know how many girls I've 
                            trained to be Slayers?  Five.  Five 
                            properly prepared girls, girls who 
                            faced their responsibilities, who 
                            worked hard to become women overnight -- 
                            harder than you've ever worked in 
                            your life -- and I saw them ripped 
                            apart.  Do you want to live?  Do 
                            you?

                                       BUFFY
                            I...

                                       MERRICK
                            What did you think, that being able 
                            to jump about and hit people makes 
                            you a Slayer?

             Buffy looks at him a bit.

                                       BUFFY
                            Five?

                                       MERRICK
                            Five.

                                       BUFFY
                            So, basically, I've got the life 
                            expectancy of a zit, right?

                                       MERRICK
                            Not if you're careful.