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Past Present Future

Teaser

Story by Dan Joslyn Written by Dan Joslyn, CN Winters and Zahir al Daoud (Additional writing by Robert Kidman) Directed by CN Winters Produced by CN Winters and Susan Carr Editing by Angie Wilson Sound by CSR Art Direction by Robert Kidman Artists - Robert Kidman, Zahir al Daoud, Isis, Mattxxx, Humaira and CN Winters Cover Art by CN Winters

Fade In: Int. Former Asylum – Night (A.D. 1909)

The rusted metal door creaked open. Three figures stepped inside what had been an operating theater – silent beings in the most plain of dark smocks. With pale skin that resembled hide, their bulbous heads contained no hair and tiny pointed ears. In their gloved hands each one carried a glowing sphere connected to a thin cord that ran down from their tendrils.

All three of the pale creatures with red tentacles for mouths lined up. They spoke with sing-song voices in unison. "The wanderer return from his journey/Craving an audience with his brother and lord."

At the far side of the room was a large chair – a tall figure in a royal uniform stood up. The face would have been handsome, save for the red eyes and the scales that surrounded them. His ears were pointed too but his golden hair had been perfectly groomed, as was his moustache and beard.

"Let him enter," he intoned. Tiny fangs flashed as he spoke.

Upon the command, all three stepped aside.

The figure that entered was the same race as the creature in the uniform, but older. His hair was chestnut brown, his red eyes sad. Unblinking, he looked at the figure in uniform before him.

"I have returned, my lord Zhaar."

Lord Zhaar grinned. "Varthrim." He said the name like a benediction. "Returned at long last." He looked at the creatures around him. "Let my brother's name be praised!"

"Questor after mysteries and ancient power," they whispered/sang in obedience, "Comes after weary miles, unlooked for yet never doubted. Brave is Varthrim the Wise. Untiring is Varthrim the Wise. And at along last, home is Varthrim the Wise."

Zhaar almost chuckled. "The Chorus of the Night, they are such wonderful servants, don't you agree?"

Looking away, Varthrim nodded. "It is here, my lord." He sounded much older than he appeared.

"Excellent! The weapon of our vengeance in my hand at last! Show it to me." Varthrim hesitated. Zhaar lifted an eyebrow. His tone lowered. "What? You want it for yourself?"

"No," was the whispered answer.

"Of course not. Else you'd've not come alone. Not that I'd ever believe you would betray me – my best and dearest friend." He strode towards Varthrim. "Were the stories true?"

Varthrim nodded. "I alone of all our party survived to its hiding place. The traps the Old Ones used were many and subtle."

"Yes, of course – they feared anyone wielding such a weapon against them!" "No."

Lord Zhaar's eyes narrowed. "Eh?"

"I have come to understand much, my Lord. Too much. The Old Ones did not fear anyone using the Loathestone. Oh, they feared, and rightly. But not that." He seemed on the verge of crying. "I am so…sorry." His voice could barely be heard.

Zhaar stepped closer to his brother. "Explain. Why sorry?"

"Better I had never found it. Better I had never heard the legend. Better I had never been born."

The three creatures beside the door suddenly looked up, their eyes now glowing red. They spoke again in unison, but with a different voice – a cold one – a voice from a billion epochs in the past, reaching out to a present where it did not belong.

"You achieve the start of wisdom, old fool."

Lord Zhaar did a take. "I command you to be silent."

"No."

"I am Lord Zhaar the Heart-crusher! I command you!"

"You no longer command anything – Zhaar the younger fool."

"Zhaar…" Varthrim was weeping. "…I'm sorry…I'm so sorry…"

Now Zhaar bared his teeth as well as his claws. "You betrayed me? You?"

"Not by choice! I swear it!"

"You continue to earn your true title, Lord Zhaar – the blind, the forlorn, the impotent and the doomed."

More of the minion creatures filed into the room. Like the first three, their eyes now glowed red and they spoke as one.

Varthrim's hands reached to his shirt and pulled it open. There, on a chain around his neck, hung a black crystal, except it did not really reflect light at all. It pulsed, not with any kind of glow, but with darkness. And Varthrim gasped in unison with the pulse.

The Chorus of the Night surrounded Zhaar. They pinned his arms. Individually, the minions were no match for him, but their sheer numbers overpowered his greater strength. "Unhand me, or taste my vengeance for a thousand years!" he snarled.

"Almost," said the creatures in unison, "I am tempted to keep you as a jester. Your whimpering nearly makes me laugh. But there are others whose suffering will amuse me better." As one, the creatures looked at Varthrim.

"Please, no…" he said.

"Obey. Now."

Varthrim took a fumbling step towards his brother, who struggled vainly in the grip of the creatures. "I don't want to do this…" he whispered.

"That is why you shall."

"What?" said Zhaar, his eyes wide. "Varthrim! What are you doing?"

"It wants me," Varthrim said to Zhaar, looking over him. A conflict seemed to play across his face – a mix of joy, fear and anger.

Realization arrived with horror as Zhaar watched the ever-shifting expressions on the face of Varthrim.

"I am your brother!" Zhaar shouted. "You swore your heart to me!"

"Just so," said the voice from the creatures, "and that fact is almost soothing to me. Varthrim – Obey."

"Don't brother!" Zhaar was screaming louder now. "By the banners of shadow – you must not!"

"I…I wish I had a choice…" whispered Varthrim. "But… Nothing is really real except… suffering." The creatures pulled back Zhaar's robes, revealing his bare chest and shoulders.

"Don't! Please!"

Varthrim wept openly as he bared his fangs and drove them into his brother's shoulder. He tore off a chunk of flesh. Chewed. Swallowed. Then, did it again.

Zhaar screamed for a long time. At one point, the voice speaking through the creatures made a sound that was almost a chuckle, but Varthrim never stopped weeping. Fade Out

Fade In: Int. Lenore's Chamber Occult Shop – Day

Cleveland, 2007

"And now, at this crossroads in history, America chooses hope!" The woman's voice rang out loud. "We will not cower in fear any longer. We will not wait in our homes for the next horrible thing to happen. We will shine out as a beacon of freedom in a troubled world. It is time for a new era of hope on this Earth, and that starts right here in the United States of America."

On the flickering screen of a television set that had seen better days, the crowd roared. A middle-aged red-haired woman in an impeccable pantsuit stood behind a podium, waiting for the applause to die down.

The television sat on a shelf in the corner of a cluttered magic shop, surrounded by strange things in jars. Jocelyn O'Hara gave it only a cursory glance as she browsed through a section marked "Amulets, Talismans, and Miscellaneous". A sign in the window read, "Under New Management." A boy about Jocelyn's age stood watching the TV screen, arms crossed over his chest.

"Is she the one you're working for, Trevor?" Jocelyn asked.

"Yeah," Trevor nodded, looking over at Jocelyn. "Autumn O'Mara. First Independent elected to Congress from this district in, well, forever. Everybody thinks she's gonna run for President in a few years."

Jocelyn looked up at the screen, examining the woman more closely. "She just looks like a politician to me."

Trevor shrugged. "Well, yeah. I mean, she never met a photo op she didn't like, and she works us like dogs, but I feel like we're really doing some good things, going in the right direction. I mean, it's kind of like what you do. We're both trying to save the world, just in…"

He didn't notice that Jocelyn was distracted. Trevor's voice faded into the background, along with the rest of the world, as Jocelyn stared at a small, ornate wooden box, inlaid with some sort of ancient runes in silver. Her eyes couldn't tear themselves away. Very, very slowly, she reached out one hand and brushed the tips of her well-manicured nails against the side of the box. Her breath caught.

Jocelyn's fingers moved to the top of the box and slowly slid off its lid. Inside, without the usual cushioning one would find in a jewelry box, was a small, rough black stone, attached to a simple chain.

She looked at the stone for a long moment in silence. Then she whispered, "I understand."

"What was that?" Trevor asked, turning to look at her, and the world came rushing back to her.

"Um, nothing," Jocelyn told him, shaking her head. She picked up the stone from the box and held it up to her chest, smiling. "What do you think?"

Trevor walked towards her. "A black rock? Not your usual look."

Jocelyn's smile instantly faded. "I'm getting it." She sounded very serious.

"Okay," Trevor said with a grin. "You know I think you look beautiful in anything."

He stepped forward and the two teenage lovers shared a brief but lingering kiss.

"If you really want it, I'll pay for it," Trevor said after Jocelyn pulled away. "Anything for my magic girl."

Jocelyn nodded and embraced her boyfriend. Trevor didn't notice that her eyes drifted back to the necklace in the box.

Cut To: Int. Willow and Rowena's Apartment – Same Time

"Rise and shine, sleepyhead," Rowena said. Willow jerked her head up from her desk, red hair everywhere.

"The tadpoles are eating me!" Willow exclaimed, before she realized she was no longer dreaming. "Oh. Oh! What time is it? Did I miss the meeting?" Rowena, whose stomach displayed a very prominent baby bump, was still smiling from Willow's frog fear moment.

"No, which means you probably won't miss a moment of the shouting matches inspired by the council/B-9 merger transition."

"Lucky me," Willow said with a yawn.

"Oh, absolutely," Rowena replied. "I think Faith is finally over her laryngitis from all the yelling at the last few meetings, so today should be fun to say the least."

"You bring the ear plugs and I'll bring the aspirin," Willow remarked.

Rowena grinned for a moment and then ran her fingers through Willow's hair, pushing it behind her ear. "You feeling okay, Sweetie? Desks don't make a good place to sleep."

"Sorry about the droopiness," Willow apologized. "We've got a new coven member coming in today, and I just haven't been sleeping much at night – nerves and all."

Rowena leaned in and kissed Willow on the top of the head. "Try not to worry about it," she said. "I'm sure it will go just fine. You'll see."

Willow managed a nervous smile. "Yeah, it's just…I feel like I'm caught between two people I care about and respect, ya know? It's like I don't know who I should listen to a-and I don't want to disappoint either one of them. Does that make sense?"

Rowena grinned. "I've been there…when I had to decide on an owner for the Opus. But, on the bright side, I doubt that either one of them would have your ex tie you to a chair and use you as an ashtray so, you know, big gold star in the plus column there."

Willow mustered a grin and rubbed Rowena's belly. "You and the twins can go find those earplugs," she told her. "I'm taking my aspirin now."

End of Teaser

Act One

Starring: Lacey Chabert as Skye Talisker, Caroline Dhavernas as Grace Hatherley, Michelle Rodriguez as Kadin Van Helsing, Elijah Wood as Jeff Lindquist, Norika Fujiwara as Mia Nakata, Asia Argento as Marie, Tessa Thompson as Chamique, Alexis Bledel as Denise, Elisabeth Harnois as Jocelyn O'Hara, Thora Birch as Tracey Hausser, Helen Shaver as Becca Giles, Michael Shanks as Dr. Millenti, Laura Prepon as Lori Carew, Christy Romano as Hope Lehane and Gary Oldman as Mr. Jason Felix

Guest Starring: Cote de Pablo as Amira Aziz, Winona Ryder as Valentine Pavlov, Jennifer Beals as Miss Sanger, Marcia Cross as Autumn O'Mara, Michael Cera as Trevor Halladay, Kenneth Branagh as Zhaar and Sir Derek Jacobi as Varthrim

Fade In: Int. Watchers Council – Main Conference Room – Day

"All I'm sayin'," Faith began, her voice raised, "is you must have some awfully big cojones to come in here and tell us how to do our jobs."

Xander nodded. "Especially after you almost killed the world at least once this year."

The two of them sat at a long, curved conference table. Buffy sat in the center, flanked by Rowena and Giles. Faith, Robin, Kennedy, and Mia sat to their left, while Willow, Dawn, Xander, and Lori Carew sat off to the right.

Jason Felix stood in front of them at the podium, a series of bullet points laid out on a screen behind him as part of a PowerPoint presentation. He removed his glasses and looked at Faith.

"When offering me this opportunity, Miss Lehane, your colleagues did not intend I sit silently upon my hands."

"No one's asking you to sit on your hands Mr. Felix," Robin chimed in, sounding neutral.

"No, let's just duct tape his mouth," Faith said to Xander who grinned. Buffy bit her lip in an effort not to smile too.

"Faith, please," Robin told her before turning back to Jason, "I think the main concern are the problems that a rapid re-structure might cause."

"Ace, sweetie, darling," Faith exaggerated. "Don't speak for me right now, okay?" Robin opened his mouth to say something in return, but Willow quickly raised her hands.

"Hey guys, let's just take a deep breath here okay," Willow said, "I thought we were all forgiving with the…forgivingness around here."

Faith picked up a sheet of paper from the table in front of her. "Have you seen what's in this…memo, Red? It's like Wilson's Fourteen Points." She saw Lori's eyebrows shoot up as she tossed it back to the table. "Bet you're surprised I knew that. That's right, I went back to school." She turned her attention back to the sheet of paper. "A ranking system for slayers, changes in training regimens, and, this is my favorite, drug testing." She put the paper back down in order to gesture more emphatically. "Drug testing?"

"The last thing we want to do is send slayers out into the field when they're high," Lori said. "It's dangerous for everyone involved, including the girls themselves. It's a no- brainer."

"It's not what we should be focusing on," said Faith. "Sure, there aren't as many vampires now, but that hasn't made the war on evil any easier as far as I can tell. We don't have time to fight a war on drugs, too."

"I might be out of the loop as they say," Giles put in, "but I wasn't aware that this had become a major issue."

"It is," Mia replied. Faith shot her a look, but she pressed on. "You guys don't spend the time in the dorms like I do. I wouldn't say it's the majority of the girls, because it's not, but…there are a few."

"I'm not a fan of this rankings idea," Xander said. "This isn't the military."

"No, it's just an organization fighting life or death battles every day," Lori replied.

"You don't need to get all snippy," Xander told her.

"You're the one who got snippy first! And anyway, this just makes official what's already in place. Some slayers are more experienced and no longer require watchers. Others are less experienced and need more guidance. That's all this is. It's a good idea, and the only reason you don't like it is that you don't like Jason."

"Lori…" Mr. Felix cautioned.

"You're right, I don't," Xander said. "He nearly killed my best friends. He could have injured my…" he began to motion to Rowena but stopped and finished by saying, "my best friend's wife."

"Look," Lori began. She didn't get far before Xander cut her off again.

"Just because you guys from Bureau Nine have been given the keys to the kingdom doesn't mean I trust you, okay? And it sure as hell doesn't mean you know better than we do."

"Hear, hear," Faith said, holding up a glass of water.

Willow sighed and turned to Rowena. She motioned to her ear and mouthed the words 'ear plugs'. Rowena just smiled ruefully.

Buffy cleared her throat. "First, there's no keys here, no kingdoms. Got it? And second, Rowena presented the idea for this merger to me and I thought it was a good one. The majority agreed. We're all on the same side and I would appreciate it if we could keep from strangling each other. Or throwing things. No more calling of names would be cool, too."

Xander and Lori each sat back in their seats begrudgingly.

"And Felix here is right, he's only doing what we've asked him to – evaluate and propose," Buffy continued. "Obviously, there are some here with objections, and we should hear them out, but there are some good ideas too that I think deserve consideration. In fact, there's only one thing here that really concerns me and that's Giles." She turned to look at him to see a surprised expression. "You sure you want to come back part-time…" She let the sentence linger as she motioned her hands around the room before adding, "to all this?"

"Mr. Felix has told me that he believes I still have something positive to offer during the transition period," Giles said, "and I tend to agree. While it does take away time from home I do look forward to seeing you each day," he told Buffy. She grinned as he then looked at everyone saying, "seeing all of you I should say."

"My apologies for detracting from your family obligations," said Felix, "But this organization, our organization, cannot help but convulse as it brings in more new personnel than ever before. You are a point of stability during change. And, frankly, we could certainly use all of the hands, and minds, we can get."

"It's quite all right," Giles assured him.

"Aw, Giles missed us," Kennedy said with a grin.

"How much begging did it take for Becca to give you permission?" Rowena asked. "I'll have you know I did no such thing, young lady," Giles said, suddenly cleaning his glasses.

"Young lady?" Willow smiled. "He sounds like such an old fogie."

Giles looked at her. "You do realize I can hear you?" He grinned slightly and muttered, "Miss Mother-To-Be Herself. You're on the way to fogie-dom as we speak."

Willow forced a grin and looked away.

Xander chuckled, "Listen to Giles. All with the hip, Buffy-isms."

"Buffy-isms?" Faith asked. "You call screwing up words or inventing new ones Buffy-isms?"

Buffy was grinning and shaking her head as she looked back down at her agenda.

"Okay, back to business guys…Felix, we'll give everyone time to read your recommendations, then we'll have a full and civil debate." She glanced over at Faith, who was doing her best to look innocent. Buffy rolled her eyes and turned back to Felix. "You can sit down now."

Mr. Felix nodded and took a seat in an empty chair next to Lori. He leaned over to whisper in her ear. "Just a little less vehement, perhaps?"

"Did you hear what he said?" Lori whispered back.

"Their feelings are understandable," Felix said, "given the situation. Remember we need to work with these people."

"Next on the agenda," Buffy was saying, "is our newest coven member…I understand Jeff put in the petition but Willow had some concerns?"

"And me!" Faith added, raising her hand.

"Again, I gotta say I'm with Faith on this one," said Xander.

Buffy and Willow both sighed in unison. Cut To: Int. Outside Conference Room – Later

The doors to the conference room burst open to reveal Xander and Lori, the latter leaning heavily on a cane. She walked with a limp. Frowning, Xander walked at the same pace beside her.

"We are not invaders," Lori said. "The Council invited us in, and frankly for some damn good reasons. We deserve some trust. More, we deserve respect!"

Xander snorted. "You guys sent spies after us. You stole from us. You kidnapped people. And that was before you tried to play God."

The other attendees of the meeting were starting to filter out of the doorway, most giving the arguing pair a wide berth. Faith and Kennedy stayed in the doorway, watching the show.

"I was crippled fighting to save this Council," Lori responded angrily. She lifted her cane. "See this? You, Xander Harris got your eye back. The doctors say that if I keep up the physical therapy, if I work even harder than I had to keeping up with slayers who hadn't lost their powers, then the damage won't get much worse. Don't you dare start talking about how we treated you, when some of us died saving your asses! Don't you dare!"

"Look, I'm sorry about what happened to you," Xander said, his voice lower, "I really am, but it doesn't buy back…"

Lori interrupted. "I have work to do." She turned her back to Xander and he watched as she hobbled down the hallway.

Kennedy shook her head. "We're going to have to watch those two, make sure they don't kill each other." Faith nodded.

Robin passed between the pair, not saying a word.

"Hey Ace, wait up," Faith called out.

"If you've got something to say see me after my class," he told her as he walked around her not looking back. "Somebody's in trouble," Kennedy muttered.

"I feel like I'm in high school all over again. What did I do?" Faith asked.

"You mean besides essentially telling him to shut up in a room full of people and alienating the new council members in the process?…Nothing as far as I can tell," Kennedy told her. "I will say the duct tape comment was classic. That was worth the groveling you'll be doing."

Faith sighed. "I'm going to pay for this one, ain't I?"

Kennedy looked at her silently for a beat or two. "Yeaaaah…yeah, you are."

Faith just groaned.

Buffy and Felix were already well down the hall, but she gestured over her shoulder. "Sorry about that. This has been tougher on everybody than I expected."

"Do you regret it? Offering to take us all on?" Felix asked her.

Buffy looked up at him, a little startled at the directness of the question. Then she shrugged. "Doesn't matter. Looks like I'm stuck with you guys now."

Felix smiled. "And vice versa."

They continued walking, and now Buffy lowered her voice. "I can tell you I'm not exactly looking forward to this Oversight meeting this afternoon, though," she said. "The whole thing is a little too secret agent-y for my tastes."

"Odds are they'll either try to charm or intimidate you at first," Felix told her. "Since they've no strong policy or agenda towards the Council, my guess is they'll choose to try charm. However, if you feel you need some back-up, I might be able to…"

"No," Buffy said. "Thanks, but no. It should be division heads only, I think."

"You are, as they say, the boss," Felix said.

Buffy grinned. "And don't you forget it!"

Cut To: Int. Office – Later

Willow sat in a chair, her head hung low and her eyes looking at her fingernails.

"Have you spoken to anyone lately Willow?" a voice asked. "Rowena…I've told her about…stuff." She didn't add more.

"Does she know all of the stuff?"

"Yeah, but I try not to dwell on it. But if I'm thinking about what happened that day, she usually knows," Willow replied, her head finally rising. "And it's nice. Not the memories of the torture," she said with a nervous smile. "I-I mean…having somebody who recognizes that without having to say it a-and her acknowledging it. It's helped a lot. She's helped me a lot. Of course lately…"

When Willow didn't continue Dr. Millenti moved forward in his chair. "What?"

Willow shrugged. "She's been a bit preoccupied with the pregnancy. She's…she's really happy and I'm happy 'cause I know it's something she's wanted for a long time…"

When Willow didn't say anything Dr. Millenti said, "I hear a 'but' in there someplace."

"No, not 'but's'," she replied. "Just a lot of wondering, you know?"

Dr. Millenti shook his head. "Maybe you could explain it to me?"

"Well," Willow suddenly got a bashful grin on her face. "Xander and I saw one of those previews for the Girls Gone Wild DVD's the other night." She paused a short moment. "Well, it wasn't a commercial actually but one of his copies." Another pause. "Okay the truth is it's mine but he's the one who bought it for me," she said quickly.

"Anyway," she added with a sigh. "I was watching these college girls and suddenly it hit me. I'm not a college girl anymore. I'm somebody's wife and I'm gonna be a mommie – to two somebodies, at the same time no less. One kid I thought I could handle, but twins? And-and when I realized that…it's like I had the wind knocked out of me…It isn't like this is new news, it's just…" Willow looked back down at her hands. "I keep asking myself, when did I get old?"

Dr. Millenti grinned. "You're hardly old Willow," he told her.

"I'm hardly young, either," she countered as she looked up again. "I'm not Girls Gone Wild material anymore, ya know? I'm Girls Gone Married with Children. In fact, Giles said something today about it. I know he'd never try to intentionally hurt me but…I think I'm just getting too touchy about the age thing. I mean, am I? Do you think? I mean, am I getting old or do I just think I'm getting old?" After the babble, the room fell quiet. "What you see as getting old, I would call maturing," Dr. Millenti replied. "You've always been a responsible young lady, fighting the forces of darkness since you were sixteen. This is just another stage in your life."

"I haven't always won against the forces," Willow muttered. "And I'm not talking about the things that go bump in the night. I'm talking about in here," she said, tapping her chest. She looked down again. "There are times I'm still so afraid to use my magic, that I might…slip, ya know? That something could push me back over that edge. Only this time if I do…it's not just my life…"

"It's Rowena and two innocent children?" he offered when Willow said nothing.

Willow looked up again and nodded silently. After a few moments she added, "It's a lot of pressure, a boat load-no, an armada full of pressure. Plus…sometimes it feels like it's their kids she's having, not ours."

"Why? Have either of them made a comment?" Dr. Millenti asked.

"No, Xander's been great and Rowena always says 'our babies', meaning the two of us, but…"

Dr. Millenti grinned again. "I knew there was a 'but' in there someplace."

Willow grinned at first but then it slowly slipped away and she shook her head.

"I'm not sure if I'm up for all this."

Cut To: Int. Coven Room – Later

"You nervous?" Jeff asked.

"Not really, which is…weird," Hope replied. "Shouldn't I be?"

"Definitely not," Jeff cupped her chin with his hand. She smiled. They brushed each other's lips for a few moments. A chorus of "Woos", like on a sitcom laugh track, made them part. Andrew, Skye and Dawn stood at the door, all of them grinning.

"Jeff and Faith's sister, sitting in a tree," Skye sang, "K-I-S-S-I –" "Shut up," Jeff told her without heat, as he and Hope took their places in a circle.

"And I have a name," Hope told her.

"Right, Hope, sorry," Skye said, then wrinkled her brow in surprise at herself.

Willow rushed into the Coven Room. "I'm not late!" Willow blurted.

Dawn smiled. "No one said you were."

"I was about to," Skye chirped, quickly getting back into character.

"The rest of us were going to pretend not to notice," said Andrew.

Willow looked around. "Where's Jocelyn?"

"She's probably off with her boyfriend Trevor," Andrew said, infusing the last word with all the Valley Girl sass that he could manage…which was a surprising amount.

Willow looked confused. "Who?"

"Works in politics, total eye candy, completely head over heels for her," Dawn supplied.

Jeff sighed. "That girl is such a flake sometimes."

Skye lifted an eyebrow. "Excuse me?" Her gaze fixed on Jeff's and Hope's hands, firmly holding each other.

"But I'm here, aren't I?"

"Yeah. Okay, I'll give you that one." Skye nodded, then reached out to hold Dawn's hand.

Willow shook her head. "Jocelyn's really settled down lately."

"A lot less spontaneous melting, too," Dawn agreed.

"She should be here," Willow continued, "especially since this is Hope's first day." She frowned. "Well, guess we should get going without her. Hope, I know Jeff's taught you some basics, right?"

"Yeah, and I picked up a few pointers from some people over at Bureau Nine." The room fell silent for a moment. "Okay," said Willow, "Andrew, why don't you start bringing Hope up to speed?"

Andrew clapped his hands once and leaned forward. "Okay, we already have the sacred circle here, so the first thing we do is a supplication to the God and Goddess to grant us…"

"Excuse me."

"What?"

"I'm not…" Hope hesitated, "I'm not sure I'm up for that part of it."

"It's a piece of cake," Willow told her. "We don't start out with the really hard…"

"No, I mean, the God and the Goddess," Hope said. "Wicca. The religion, I mean. I can see it works for you and that's great, but…I'm Roman Catholic. I was raised that way and frankly it was one of the only parts of my childhood I didn't hate with a passion."

"Well, there's nothing saying you can't be both," Dawn offered. "Right?"

"Actually, there is," Hope said.

"Oh."

"Guess you're not Catholic, huh?"

Willow blinked a few times. "Hope, I have to ask…why did you want to join the Coven?"

"Because I want to help," Hope said. "Because I've got a little talent in that direction, maybe not enough to save the world all by my lonesome, but enough to be useful. And you can't tell me that Catholicism and magic don't mix. Holy water, exorcisms…Jeff even told me about an Order of Catholic Monks that used to practice white magic. I can do this. But I don't see why I should have to change my religion."

Willow licked her lips.

Cut To: Int. Willow and Rowena's Apartment – Kitchen – Midday

"So how are things going?" Rowena asked Grace. She stood with her back to her at the kitchen counter buttering two slices of bread. Grace sat slumped forward on the breakfast bar, case files and books and notepads scattered about her. She held her fingers up to her temples and slowly rubbed them in a circular motion. She grunted her reply.

"That good, huh?" Rowena quipped.

"I'm a Watcher, not a lawyer," Grace gave back tiredly. She sighed and sat up, stretching her neck from one side to the other, "but I gotta try my best, right?"

"That's all anyone can ever do," Rowena said.

"But why do I feel that my best isn't gonna be enough?" Grace tapped her pencil against the manila bound file.

"Because she's your mom and you're worried about failing her in the upcoming hearing… I know, it's scary," Rowena pointed towards the refrigerator with the butter knife. "Hey, can you grab me some lettuce?"

"Sure," the young watcher swung her legs around from the stall to the floor and made her way over to the large gunmetal fridge. "Thing is, she's my mom and, yeah, we've had our… differences." Grace opened the door and pulled out a lettuce. "But one thing's for sure. There's nothing quite like an apocalypse to get people to talk about their feelings and stuff. We got a lot of stuff out in the open, and it's helped. Dare I say I've grown." She walked up beside Rowena and placed the lettuce on the counter.

"Umm…yes. Can you get me the cheese?" Rowena asked. She began to open the film packaging that bound the lettuce.

Grace headed back to the refrigerator. "Don't get me wrong, I'm still raw about what she and Bureau Nine did." She leaned inside, searching for the cheese, "I mean that's not something you forgive and forget over night," she said as she took the cheese in her hand.

"Sorry, while you're there can you also grab me the salami, the pickles and the hot sauce."

Grace put the cheese on the side and opened the door again. "Sure, she contributed to magic going bye-bye last May, but hello, Felix! He was the Big-Misguided-Bad, or 'Good'. Hell, I don't know what you'd call him but he was the one who orchestrated the whole damn thing and it's like la-la-la all sins forgiven, come join us." Grace returned with the ingredients in her hands and arms. She placed them down on the counter next to Rowena and rested her hands on her hips.

"It wasn't exactly like that," Rowena said as she started to compile her sandwich. She plated her sandwich and the pair headed for the breakfast bar. "As you walk into that hearing calm and collected, with your head held high and your case prepared; whatever the outcome may be, realize you've done the best you can. I know I'll be proud."

Grace looked up at Rowena expectantly, touched. She smiled. "Thanks Ro."

Rowena smiled back and then picked up her sandwich and took a huge bite out of it.

Grace's eyes bulged at the sight of the eclectic sandwich. "I can't believe you're eating that," she said, putting a hand up to her mouth and shuddering.

"Wanna bite? I'll share," Rowena teased as she held it towards Grace. The younger watcher simply shook her head with disgust. "What?"

"That's gross," Grace said, turning away.

Rowena shrugged her shoulders and grinned before taking another bite.

Cut To: Int. Watchers Council Lobby – Afternoon

A prim, beautiful, dark-haired woman in a business suit leaned over the rebuilt reception desk of the Watchers Council.

"Can I help you?" asked the receptionist, who wore a thin headset over her ear.

"The name is Sanger," the woman said. She pulled out an ID badge of unidentifiable origin from her small, high-fashion purse and flashed it quickly before snapping its leather case shut. "I have an appointment with the Chairwoman."

"I take it you're the rep from the Oversight Committee?" Sanger glanced up to see Faith, dressed in surprisingly business-like attire, walking towards her. "You have the look."

"And what look would that be?" Sanger asked. There was a wry smile on her lips as she shook Faith's hand. "Y'know," Faith said, "that I'm-supposed-to-be-nice-but-I'm-really-here-to-make- judgements-and-find-out-all-your-darkest-secrets look. I've seen that way too many times in my life."

Sanger released Faith's hand, but her expression didn't change. "No judgments. No secrets. Well, there'll probably eventually be some judgments. And there're a few secrets. But not until later. Right now I'm just here to help our two organizations…get to know each other."

"So…if you told me you'd have to, what, kill me?" Faith asked.

"Well, not me personally," Sanger replied.

"I'm a tough woman to kill," Faith answered with a confident grin.

The stranger grinned back at her. "My name's Sanger, by the way."

"And mine's Faith Lehane," Faith replied.

Sanger cocked an eyebrow. "I know."

"I figured." Faith turned towards the elevator. "Now, if you'd follow me, I'll show ya to the boss lady."

Cut To: Int. Bedroom – Day

The sunlight streaming through the window contrasted sharply with the terror on Trevor's face. He was on a bed, his head resting on a frilly pink pillow.

"I'll try harder, I swear." He was at the end of his rope, panicking. His hands and feet were tied to the bedposts. Well, actually, it was more like the wood had grown around his hands and feet. "I'll do anything you want."

"Of course you will," said a female voice. "I want jewelry, you buy me jewelry. I want dinner, you buy me dinner. But why, Trevor? Do you really love me for me, or do you just want some of this?" Jocelyn O'Hara stepped out of the shadows of her bedroom. Her hair had changed from blonde to a deep black. Her eyes were completely black as well, and purple veins stood out all over her face. Around her neck she wore the stone from the magic shop.

"Jocelyn," Trevor wailed, "I love you. You don't have to do this."

"You love this face!" Jocelyn shouted. She pointed at her veiny visage. "This face. But this isn't who I am. Let me ask you a question, Trevor. What's my favorite color?"

Trevor paused, thinking. "Pink?"

"Wrong," Jocelyn replied. "It's green. I just buy all this stuff because it fits my image. Pretty little Jocelyn, the Council airhead. I'll show them. But you…"

She hesitated, taking a step forward. The sunlight revealed a single tear falling from her eye. She turned her head, whispered. "I'm doing it, I'm doing it. Please."

"What did you say?" Trevor asked.

Jocelyn turned on him, wiping the tear from her face. "Shut up! I don't need you. I'm a Goddess all on my own."

"Please, I'll do anything…"

"Anything, huh?" Jocelyn asked. "Well, right now, Trevor, I need you to suffer. I…" Another hesitation. Jocelyn bit her lip for a moment. Then, she brought her face inches from his, expressionless, and spoke quietly. "I need you to die."

Slowly, Jocelyn stood up straight. She walked over to her window, peering between the blinds at her antiseptic suburban neighborhood.

"Quadrimentum," she ordered.

The bedposts slowly began to stretch in all four directions, taking Trevor's appendages with them. It took him a moment to realize what was happening. Then his eyes went wide as dinner plates. "No, please, no, baby, please…" Jocelyn didn't turn around. Her face was a mask as first screams and then a horrible tearing noise could be heard from behind her.

"One down."

Fade Out.

End of Act One

Act Two

Fade In: Int. Buffy's Office – Day

Buffy sat behind her desk, not looking incredibly happy. Three chairs were arranged in front of her, in which sat Willow and Faith. Between them was Miss Sanger, smiling a little too widely as she spoke.

"The Oversight Committee was formed by the Allied Powers during World War II, to counter Hitler's researches into the occult," she was saying. "We were given funding and authority to combat supernatural threats."

"If you've got all this…authority," Faith interrupted, "How come we haven't run into you guys until now? You've sure got a quiet way of 'combating supernatural threats.'"

"We choose to remain covert," Sanger explained. Faith opened her mouth to say something, but Sanger headed her off. "For some time, we've worked through outsourcing."

Willow blinked. "You…outsourced the fight against evil?"

Sanger nodded. "We work through organizations already engaged in the field. We back them with resources, connections…we make things possible that otherwise would have been impossible." She turned to look at Faith. "Even you, Miss Lehane, would have trouble slaying a vampire without a stake."

"We make our own stakes," Faith told her. "We've got a guy." Buffy held up a hand. "And Bureau Nine was one of your special pals. All this I know. I'm not sure I get why you just let a valuable asset like that go and merge with a bunch of…us."

Willow stifled a grin.

"Bureau Nine was an autonomous organization," Sanger said. "We have other assets."

"Like the Initiative," Willow guessed.

Sanger nearly laughed. "Oh, God, I'd almost forgotten about them. That was a fiasco, wasn't it?"

Buffy laughed nervously, perhaps insincerely for a moment before sobering. "So now you're here because…what? You'd like to outsource some more of the fight to us?"

"The nature of our relationship has yet to be determined," Sanger told her primly, "but I can tell you that we can give you more money and connections than you could dream of."

"I don't know," Faith said. "I can dream of a lot."

"You don't have to," Buffy said. "We have a lot. Money. Connections. All that good stuff. I could pick up this phone and call the Oval Office and Dubya will talk to me."

"With us, you won't have to bother," Sanger told her. "Our authority is respected across chains of command, military, law enforcement, intelligence, worldwide. They are under standing orders to render us assistance."

"We've got a helicopter," Buffy shot back.

"How would you like an aircraft carrier?" Sanger replied with a smile. There was silence for a moment.

"That would be…nice," Willow said.

"Yeah, it would," Faith said, "but I don't like accepting help when there's strings attached. Especially when the strings are held by people I've never even met." She paused. "Unless…"

"Sorry, but information on the identities of Committee members is only available to those with Top Secret clearance," Sanger chirped.

Buffy raised an eyebrow. "Top secret…" "There are three levels of clearance we extend," Sanger explained. "Confidential, Secret, and Top Secret. We are prepared at this time to extend Confidential clearance to everyone in this room, as well as Rowena Allister and Rupert Giles, pending a review." She reached into her purse and pulled out three small manila dossiers, which she handed to each of them.

Faith opened hers, and for a split-second sounded like she was choking. "Lori Carew has higher clearance than I do?"

Sanger smiled winningly. "Pending a review."

Cut To: Int. Willow & Rowena's Apartment – Later

Skye leaned up against the closed wooden door. "So, they're probably not going to give me clearance, huh?"

Rowena opened her bathroom door, the toilet still running in the background. "I doubt it. I'm not even sure if I want them to give me clearance."

"You feeling okay?" Skye asked, noticing Rowena putting a hand to her forehead.

"Yeah," Rowena nodded, "just tired is all. No more morning sickness, at least."

"I guess there must be some positive aspects to being a fat cow, right?" Skye said. Rowena looked shocked. After a second, Skye shook her head. "I'm sorry, I don't know what made me say that."

"You don't have a soul?" Rowena ventured.

"That could be it," Skye nodded. Awkward silence reigned in the hallway for a few seconds before she continued. "So, um…I actually need to pee."

"Right," Rowena said, and she walked off down the hall.

"I'll be sure to save you a sample," Skye called as she closed the bathroom door behind her.

Inside the bathroom, things were a little too bright, fluorescent lights and white tile. Skye looked into the mirror, seeing nothing there but a reflection of the shower curtain. She sighed, leaned down to fill a Dixie cup in the faucet.

"What's with the apology?" a female voice asked. Skye immediately straightened up to see herself in the mirror. The mirror image was in full vampire face, even though Skye wasn't. "I mean, it's a fact. The woman's fat." "I don't like making her feel bad," Skye said.

"But that's the best part," Vampire Skye grinned. "At least until she has the babies. Bet they'd make scrumptious little morsels, don'tcha think?"

Skye looked disgusted. "What? No! I'm going to be, like, the cool aunt."

"Cool vampire aunt?" Vampire Skye asked. "I doubt it. You're a demon, Skye."

"I'm not," Skye insisted, shaking her head. "I mean, I am, but part of me came back…the real me…but…"

"But what?" Vampire Skye asked with a wicked, toothy grin. "You're not going soft on me, are ya?"

A loud knock interrupted the conversation.

"Skye?" Willow's muffled voice interrupted the conversation. "Are you talking to somebody?"

"Just peeing!" Skye called. When she looked back at the mirror, there was no reflection. She waved her hand in front of her face. Nothing. Hastily, Skye took a drink of water.

Cut To: Int. Willow & Rowena's Apartment – Moments Later

Willow walked into the living room to find Rowena sitting on the couch, leafing through a catalog.

"Did you find anything in your research about vampires talking to themselves?" Willow asked.

"No," Rowena said distractedly. She held up the catalog, pointing. "What do you think of this one?"

Willow took the catalog and looked at it blankly for a few seconds. "It's…nice." She tried to force a smile. "Isn't it a little early to be looking at cribs?"

"Oh, the twins'll be here before we know it," Rowena told her. "Do you think we should get a double crib or two separate singles?" "They make double cribs? I…I don't know," Willow said. She ran a hand through her hair and quickly handed Rowena the catalog. "You decide. You're the one having them, after all."

Rowena slipped a hand around Willow's wrist. "We're the ones having them," she emphasized.

"Right," Willow nodded. She pulled her arm back. "I should go. Faith wanted to talk about Coven tagalongs this week."

Rowena looked like she wanted to say something more but she nodded instead, then suddenly winced. "Ooo!"

"You okay?" Willow asked, turning back.

"I think they're trying to kick my lungs," Rowena said, surprise in her voice.

"Ro, that's impossible," Willow told her. "Your uterus is nowhere near-."

"I know that, but tell them because it's not stopping them from trying."

Willow was on one knee next to Rowena now. "Where?"

Rowena took Willow's hand and placed it just below her left ribcage. They both looked at her swollen belly but quickly looked at each other with a smile.

"Told you," Rowena said.

"That's pretty…wow," Willow said with a growing grin as she watched her wife's stomach. "I started to think I'd be the last one to feel 'em," she added. She quickly looked up at Rowena. "I mean don't you think it's kinda odd that they move around for Xander, for everybody, but with me…"

Rowena stroked Willow's face. Then she patted the seat beside her. "Think you can put Faith on hold for a little while?"

With a growing smile Willow took a seat beside her, her hand never leaving Rowena's stomach.

Fade To: Int. Watchers Council – Classroom – Same Time

"Knock knock."

Robin looked up from his desk to see Faith standing in his doorway. "So Miss Lehane," Robin began, trying to sound casual as he looked back at the paper below him. "How did the big pow-wow go with Oversight?"

"Much awkwardness, Mr. Wood," she replied. "Kinda like right now."

Robin put down the pen in his hand and looked up at Faith. "I was trying to avoid another shouting match."

"I know," Faith replied and then added, "now…At the time though it felt like you were, I don't know, taking their side."

"We're on the same side, Faith."

"Maybe you are," she replied.

"What does that mean?"

At first Faith said nothing as she took a seat on one of the student desks in front of Robin.

"I'm worthless," she finally said softly.

"You're pig-headed, short-tempered and insecure sometimes," he said.

"Thanks."

"But you're never worthless – not to me and not to anyone here."

Faith took a deep breath. "Well, ever since Felix the cat showed up with this slick grin and computer graphs it feels like everything I've tried to do the last five years isn't worth squat. I mean sure, new threads so I look more like a division head than a high school dropout," she said as she briefly held up her suit jacket by the lapels, "but…part of me feels like I'm playing dress up – like I don't know what it means to run these girls."

"You know these girls better than Felix ever could. They look up to you; they admire you, as they should. You've always treated them fairly, looked out for their interests as slayers but…"

"Here it comes," Faith muttered.

"Felix makes some valid points, Faith – not all of them mind you, but some that we should closely consider. But in saying that, realize I don't think it's a poor reflection on you or what you've done here. Truth be told, had Buffy stuck around to begin with, I'm not sure this ship would be a tight as it's been with you."

Faith grinned. "Oh, now you're just using flattery to get into my pantsuit." Robin grinned. "Don't be so hard on yourself," he told her.

"All right," she replied confidently with a grin.

"And don't ever berate or chastise me like that again, especially not in front of a roomful of people. I'm your partner Faith, not your whipping boy."

Faith's grin was gone and she bit her lip like a scolded girl. "You're right and I'm sorry. I am Ace…I realized, after the fact of course, you weren't attacking me…I just got…"

"Defensive," he finished. "Because you've put a lot of blood, sweat and tears into helping all your girls."

"Yeah," Faith admitted sheepishly.

"Well, next time, just realize I got your back. We might not always see eye to eye but you'll always have my love, respect and admiration." Robin stepped closer and pulled Faith off the desk, leading her to her feet by the jacket lapel. "And as for the new business look…it leaves something to the imagination…which I admit is sexy as hell."

Faith grinned for a short moment before Robin pulled her into a passionate embrace, kissing her soundly.

Fade To: Int. Watchers Council Hallway – Evening

Kennedy walked out of the Slayer gym and down the hallway, wiping the sweat from her brow with a towel. She hummed the tune from "Umbrella." Then she suddenly came to a stop, the song dying in her throat.

At the end of the hall, a blonde girl of medium build stood still. She seemed to be staring straight at Kennedy.

The word was slow to come into Kennedy's throat, and when it did it came out soft. "Heli?"

The girl at the end of the hall turned without a word and walked around the corner.

"No!" Kennedy shouted. She threw down her towel and sprinted. "Come back!" She took the corner with such speed that she nearly fell, touching a hand to the floor. As she got up to her feet again, she nearly ran straight into a blonde girl.

"Going somewhere?" the girl, who had a piercing in her nose and was decidedly not Heli, asked with a concealed smile.

Kennedy blinked, then momentarily looked confused. "Do I know you?"

"I'm Eve," the girl said. "I'm a B9-er."

"Right," Kennedy said, "sorry. It's been a lot of people all at once. Did…did you see somebody go past here?"

Eve shook her head. "Nah. Most of the girls are in the dorms getting hyper before patrol. You know the drill."

"Right," Kennedy nodded. "Well, see ya."

"See ya," Eve agreed. She walked on down the hall.

Kennedy took a deep breath, confusion still on her face. "See ya," she repeated, softer this time.

Cut To: Int. Xander's Apartment – Later

Xander sat on his couch, watching the news, an eaten instant TV dinner on the couch next to him. The room was lit by a single lamp. The place was messy. Clothes were draped over the back of chairs. DVD cases were scattered in front of the television set. Rock Cartwright was speaking on the TV.

"Rumored presidential hopeful Autumn O'Mara spoke at a rally today in her home state of Ohio, where she once again decried the government's refusal to pull troops out of…"

Hearing a knock at the door, Xander turned off the TV and rose to his feet. "One second," he called, as he walked over to answer.

He opened the door. "Oh, it's you," he said. "Is it Tuesday again?"

"Yeah, it is," Lori replied. Without waiting to be invited in, she limped past Xander and into the apartment, leaning heavily on her cane. Xander followed her. "Sorry I'm late. Dimmons detected a surge of magical energy in this area, we had to check it out."

"That's fine," Xander told her. "Actually I forgot it was Tuesday." The look on Lori's face was unreadable.

"You want a drink?" Xander continued.

"I can't," Lori replied. "Pain medication." She reached the half-open door to Xander's bedroom and stopped. "Besides, I don't have a lot of time tonight. Why don't we get right down to business?"

Xander nodded, a ghost of a smile passing across his features. "I'm at your service."

"That's the idea," Lori said, and then without another word she pulled her sweater over her head.

Lori grabbed Xander's face and brought it to her own, kissing him hard. Then Lori pulled away, grabbing her cane so she could make her way towards the bed. Dutifully, Xander followed.

Cut To: Int. Xander's Bedroom – Moments Later

Their forms partially concealed by the bed sheets, Xander and Lori moved together, he on top, she below. The bed creaked under them rhythmically. Occasionally, Xander grunted. Neither of them were looking at the other.

"Come on baby," Lori breathed. "Come on."

"We agreed…no talking," Xander groaned, without slowing down.

Without answering him, Lori turned her head to the side and stared off into space. After a few moments, her breaths came quicker. She opened her mouth, closed her eyes and let out a small, blissful gasp.

After a couple of seconds, she opened her eyes. Lori lay still. Xander released a soft groan and rolled off of her. The two of them lay silently side-by-side.

Then she said, "You know, you could clean this place up a little."

Xander turned his head to look at her. "Or next time we could just do this at your place." Lori shook her head. "Too many people around. That Mia girl's just across the hall, she might hear." More silence. Then Lori swung her feet around to the side of the bed, picking up a pair of panties from the floor. "I should go."

It was about then that the alarm began to blare, a persistent buzzing coming from the speaker by the door. Both of them looked up, eyes wide in surprise.

"I need my pants," Lori said.

Cut To: Int. Watchers Council – Slayer Staging Area – Moments Later

The Black Ops squad was larger than it had been, and was now arrayed around a large room waiting for instructions. They were all dressed in body armor. Amira and another girl, slender with short dark hair, stood at the front of the group.

"You must remember, Slayer Pavlov," Amira was saying in accented English, "that I am in command of this mission. We are no longer at your Bureau Nine."

"I'm aware, thank you," the other girl replied. "And there's no need to be so formal. My name's Valentine. Or Val for short." She extended a hand, which Amira just stared at.

The awkward moment was prevented when Faith entered the room. She strode in and stopped on a dime in front of the two slayers. "What do you know about Applebee's?"

Amira and Valentine exchanged a confused look.

"Friendly atmosphere," Valentine supplied. "Bad food, except for the mozzarella sticks. They wouldn't put the Indians game on during the Cavs playoffs…"

"What about hostage situations?" Faith continued, and handed each of them a printout. "We don't know who the baddie is, but we don't think they're human."

"Why?" Amira asked.

"Witnesses are saying the hostage taker flew in through the skylight," Faith continued. "No wings, nothing."

"That's a handy skill," Valentine commented, "and a good entrance."

Amira ignored her. "How many hostages?"

"We don't know," Faith told her. "And we don't really know what we're dealing with, so…eyes open. If it's too big or too…magicky to deal with, pull out and we'll figure something out. I don't want any casualties on this one…any human casualties anyway." "You got it," Valentine grinned.

Cut To: Ext. Suburban Applebee's Parking Lot – Night

A few Council vans pulled into the parking lot at the large restaurant. It was in its own building, detached from a long strip mall that could be seen in the background. Police cars surrounded the building, with red and blue lights flashing everywhere. The back doors of the vans slammed open as the vehicles came to a stop and slayers piled out.

"We were wondering when you people would get here," one officer commented. Amira walked over to him, ignoring the way his eyes briefly flicked to her headscarf.

"Has the subject made any demands?"

"Only one," he replied. "That when you all get here, you come in and visit."

Amira's eyes widened. "What?"

"Yeah, she specifically mentioned wanting to talk to the Watchers Council."

Cut To: Ext. Suburban Applebee's Parking Lot – Moments Later

One of Valentine's eyebrows shot up. "She?"

"That is what he said," Amira replied. "He also said she was 'very scary looking.'" The other members of the Black Ops squad surrounded the two of them.

"Who you gonna call, huh?" Valentine said.

Amira's forehead knitted.

"It was a movie…never mind," Valentine sighed.

Amira looked around at the circle of slayers. "Spread out. Surround the building. We do not want to…"

"Excuse me," Valentine's hand went up.

Amira looked startled. "Yes?" "They just said she knows we're coming. Spreading out might just give her a chance to pick us off one by one. She wants to talk, I say we talk, get the lay of the land so that we don't…"

"Slayer Pavlov, I am in command of this mission," Amira said tightly.

"Of course." Valentine shut her mouth, but glared at Amira during the subsequent pause. Most of the girls shuffled nervously in place.

"However," Amira continued, "I think you may be correct. You and I will go in through the front, I think, and…talk."

Valentine snapped to attention, saluting. "Yes ma'am!"

Cut To: Int. Applebee's Restaurant – Moments Later

Amira opened the glazed glass door first, head on a swivel. She held her gun at the ready, just in case. The place was lit. "SportsCenter" was still on the TV in the waiting area, but it seemed empty. Amira entered, motioning with her gun for Valentine to follow. The two of them crept around a corner and stopped. Valentine audibly gasped.

Each of the high tables surrounding the bar, a dozen or so in all, had a patron or employee standing on it, looking very helpless. Each had a pulsating red magical tendril stretching from their neck to the ceiling, like nooses.

Jocelyn, her vein-covered face framed by jet-black hair, sat on a stool, leaning casually back on the bar. She still wore the stone around her neck. Sure enough, there was glass on the floor, and above there was a large hole in a skylight.

"Are you the only two?" Jocelyn asked, sounding a little disappointed.

Amira hesitated. "You…I…I know you."

Valentine was very confused. "You do?"

"Amira Aziz, right?" Jocelyn said. "I was hoping they would send Willow. She was really the one I wanted to talk to." She turned her head, speaking under her breath. "I know, I thought she'd be here." She paused, head cocked, as if listening.

"What's she doing?" Valentine whispered to Amira.

"I do not know," Amira replied, "but I do not like this. I feel something…"

"Horrible?" Valentine finished. Amira nodded. Jocelyn sounded very small. "Yes. Yes, I will." She raised her voice again, plastering an evil smile on her face for the two slayers' benefit. "I wouldn't shoot me, if that's what you're thinking. It wouldn't do any good, and then I'd kill all of these people. You wouldn't like it."

"Why are you doing this?" Valentine asked.

"I want to give you a message," she said. "A message for Willow Rosenberg. You got a pen?" The two slayers remained mute. Jocelyn shrugged. "Oh, well, I bet you'll remember this one." She turned her back to them, looking as if she was watching the sports highlights above the bar. "My name is Jocelyn O'Hara. The Watchers Council said they were helping me. Willow said she was helping me. But really, she was just holding me back. She was holding me back because she was afraid of me. And she should be afraid of me. She'll be seeing me real soon."

"What do you want?" Amira asked quietly.

"I want what it wants." Jocelyn looked back over her shoulder. She wasn't smiling. She looked very serious. "And it wants everyone to suffer."

Jocelyn looked back up through the skylight. Valentine, sensing disaster, shouted "Get down!"

In what seemed like slow motion, Valentine grabbed Amira and tried to drag her behind a nearby partition. Amira, surprised, tried unsuccessfully to keep her feet planted.

A split second later, Jocelyn snapped her fingers. There was light, and then sound. Flame shot from every inch of her for a moment, but she was not burned. Everything else in the restaurant was not so lucky.

Amira and Valentine were shielded by the partition, sprawled underneath a table. They heard the hostages. They wailed, screamed, begged for mercy.

"Let go of me!" Amira grunted, but Valentine held her by the wrist.

"I saved your life," she said.

"I know," Amira returned. "Later I will thank you." Valentine released her wrist and both hurried to help.

When they rounded the corner, Valentine stopped, shocked. Jocelyn's explosion had set the entire restaurant aflame. The hostages were now on fire. A few had already fallen or jumped, and were hanging limp above the burned remains of tables. In the center of all this stood Jocelyn, completely untouched. She regarded her work silently.

Amira immediately ran to the nearest hostage, pulling off her headscarf. She tried unsuccessfully to smother the flames.

Without a change in her expression, Jocelyn's feet left the ground. She rose into the air, hovering for a moment.

"No!" Valentine shouted. She raised her gun and fired several shots in Jocelyn's direction. They simply bounced off the girl with dull thuds, as if she was made of rock.

Then, Jocelyn shot away through the skylight. Valentine ran forward, firing her gun upwards in frustration, but in a moment it was over. Amira, unable to save the man she was helping, coughed into her sleeve.

Fade Out.

End of Act Two

Act Three

Fade In: Int. Watchers Council Front Lobby – Morning

"I just wish you would have called before I came down here," Becca said.

Giles and Becca were standing in the lobby near the front desk. One of Becca's arms was on her hip, the other held a baby carrier with Martin inside. Giles' face carried a somewhat put-upon look, not least because Elizabeth seemed to have physically attached herself to his leg and wasn't showing any signs of letting go.

"I'm sorry," Giles said. "I thought we'd have this crisis resolved by now, but –"

"Have breakfast, Daddy," Elizabeth pleaded without releasing her death grip on his leg. She had a huge, impish grin on her face.

Becca held out a hand in Elizabeth's direction, as if to say, "See?" "Unfortunately, I have first-hand knowledge of dark magic that could be very valuable in this particular case," Giles told Becca.

"And Willow and her coven can't handle this?" Becca asked.

Giles didn't seem to know quite how to answer. "They're doing their best," he finally said, "but every bit of information anyone can bring might be of value. The point is, this person seems to have a particular grudge against the Council and right now I just don't feel that it's safe here for you and the children."

"Have breakfast, Daddy!" Elizabeth repeated.

"If it's not safe for us, it's not safe for you, either," Becca reasoned. When he didn't reply she added, "Look, come eat with us and then…I don't know, maybe getting away from the center of this might help clear your head a little. You can come up with some fresh ideas. I'll even spring for some brain-food like a tuna fish sandwich," she finished with a grin.

Giles grinned slightly, but then sighed, scratching his forehead. Becca waited expectantly.

"There's a bagel shop two blocks away on the corner," he finally said. "I may be able to join you there a bit later once we have more of a handle on things. I can't make any promises."

"Okay, but if I don't see you I'm bringing something back before we go home," Becca told him. She held out her free hand, "Come on, Liz."

Elizabeth showed no sign of obeying, remaining attached to her father's leg.

"Liz, go with your mother," Giles said.

"Breakfast?" was the only response.

"Elizabeth Giles, I implore you, please, let go of me," Giles begged.

Elizabeth still had a huge smile on her face as she stared up at him, unmoving.

Cut To: Int. Watchers Council – Main Conference Room – Moments Later

"I'm such an idiot," Willow said. In her anger, she kicked the underside of the conference table she was sitting at. "Ow!" The Main Conference Room was being used as a sort of nerve center. Watchers, Slayers, and others were continually streaming in and out. Lori was at the far end of the table, taking notes on a laptop computer as Amira and Valentine spoke. Dawn, Jeff, Skye, and Hope were clustered around a dry erase board in one corner. Buffy was camped out behind the front podium, papers spread around her in a semi-circle. Sanger was also there, sitting quietly in her own chair in the back of the room and sipping a cup of coffee.

"I'm fairly certain that every single person in this room stands ready to contradict you there," Rowena said with a small, loving smile. "This isn't your fault. She's avoided everything we've thrown in her path."

"No, it completely is my fault," Willow insisted. "I was the one who taught her. I was the one who thought I could help her control it…now look at her. It's like déjà vu all over again. A-and I'm paralyzed – afraid to do a damn thing because I might make it worse."

Willow looked away from Rowena to the Conference Room's front video screen. It showed security camera footage of Jocelyn sending a public mailbox through the front window of an upscale clothing store.

"It never gets any better," she said softly. "Just when I think I'm starting to figure things out, the same things keep coming back. It's like…it's like everything's a cycle. Like we're all that Greek guy pushing a rock up a hill but it's never going to get there. History just keeps repeating itself."

"Sisyphus," Rowena supplied.

Willow turned back to look at her. "What?"

"Sisyphus," Rowena repeated. "The Greek guy pushing the rock up the hill."

"I knew that," Willow said.

"See?" Rowena replied. "You're not an idiot. I understand that you have a history with this kind of situation, and that it's very painful, but right now, that history is one of the best –"

Willow rounded on Rowena, swiveling in her chair. There was a sudden hardness in her eyes.

"You understand? You weren't there! You didn't try to kill your closest friends, along with the world. You didn't feel the way that it made me feel. You…You can't possibly understand." There was a tense moment of silence, during which Rowena looked away and rubbed the bridge of her nose.

"Maybe not," she said finally, "but I do know that I'm here for you, and that I can help if you'll just let me…If we focus, we might find a real way of stopping her."

Willow sighed. "I know. I'm…I'm sorry I snapped at you. I've just been up all night. The coven hasn't had any luck and…" The two of them exchanged a quick peck of a kiss and Rowena pulled back to look Willow in the eyes. "There has to be something they can do," Willow added.

Giles entered at the front of the room and walked over to Buffy. "Any change?" he asked.

"More of the same," Buffy said. She momentarily rested her hands on her knees as she got to her feet. "Reports keep coming in. This girl has seriously gone off the deep end."

"We're still talking about Jocelyn, and not Willow, correct?" Giles asked, leaning over to Buffy's ear. "She's looking worse every hour this goes on."

They both glanced over at Willow who was scratching her forehead and shaking her head at the same time, still looking quite distressed as she talked to Rowena.

"Rowena's trying to reach her," Buffy said. "And even though she's not catatonic, Will's not…"

"Engaging the enemy," Giles finished.

Buffy sighed in frustration. "I don't get it Giles," she told him. "Our biggest gun seems to be…jammed…As soon as Willow got the physical description – the black hair, veiny- ness – it's like she's just…shut down."

"You do realize the next time our group encounters this girl they'll have to take her down and by any means?" Giles asked.

"Yeah." Buffy frowned. "Willow asked the coven to look for non-lethal methods but we're moving forward with the contingency plans you guys drew up in case…" She trailed off.

"In case Willow ever suffered a relapse," Giles finished. "I remember…I'd hope it wouldn't come to this."

"Well, we don't know where Jocelyn is now," Buffy continued. "The most powerful witch in North America can't stop shaking in her boots long enough to do a locator spell that works. To make things worse Jocelyn's stayed one step ahead of us in the field… which makes sense, since she's flying and we're stepping, but the trail's pretty clear. Crocker Park, Great Northern Mall, Lakewood…she's moving this way." Robin Wood and Jason Felix were walking towards them. Robin held out a folder for Buffy.

"Another attack?" she asked.

Robin shook his head, a sober expression on his face. "Mia's team just got back from O'Hara's house in Westlake. It's pretty chaotic, she cut quite a swath over there…they took some pictures." He gestured to the folder.

"Be warned," Felix said. "It's rather gruesome."

"Well, over the years I've seen some pretty…" Buffy opened the folder. She squinted, turned the page, then returned to the first page. She looked up at Robin. "Was this a person?"

"Unfortunately, yes," Robin said. "Right now we're pretty sure his name was Trevor Halladay. Apparently, he and O'Hara had been dating for some time."

"They were dating?" Buffy asked. "You don't think that…"

"That this could be what set Miss O'Hara off, so to speak?" Felix replied. "Perhaps. All the evidence at this point indicates that Mr. Halladay was…quartered using magical methods."

"She did it herself," Giles said.

"That would follow with what we've seen," Felix agreed.

"But why?" Buffy asked.

"Based on what Jackson and his team's uncovered, no clue," Robin provided. "Trevor's friends claim there were no problems between them. He was crazy about her, faithful too from what they're saying. This week they were making plans for a senior trip. So like I said, no clues; he did nothing to deserve this."

"Nobody deserves this," Buffy sighed as she waved the folder. "So we're still no closer to finding out what made one of our Coven members turn super villain? That's comforting." She turned to Giles. "You know how much I hate this, but I think it might be worth bringing in an expert. Maybe you should call Ethan for a little magical back-up…did I just say that?"

"You did," Giles replied with a small smile, "but Ethan is…unavailable."

"I thought he was pretending to be a good guy now," Robin said. "Disappearances aren't going to help his cause." "He isn't pretending, it's just that…" Giles sighed. "He's on his honeymoon."

Buffy made an incredulous noise in her throat.

"Really?" Felix said with a smile. "Good for him! With Miss Kreswell, I presume?"

"Yes," Giles nodded. He noticed the expectant look on Buffy's face. "And I don't know where they are, so don't ask me."

In the corner by the white board, Dawn and Jeff were busily conversing.

"If we tried McGregor's Ritual," Jeff suggested, "that might freeze her long enough to…"

"To what?" Dawn asked. "Force Persephone's Knot on her? You and I both know Jocelyn's practically made of magic on a good day. That'd kill her, and Willow specifically ordered us to look for non-lethal methods."

"No offense," Hope said. "But we might have to consider a lethal method."

Jeff and Dawn looked at each other but didn't reply directly to the comment. "Anyway," Dawn continued, "McGregor's Ritual requires the egg of a Passenger Pigeon, and I seriously doubt we can get our hands on any of those."

"Well, okay," Hope began, "but what about…"

"Skye, you with us?" Jeff asked.

Skye had not been paying attention, instead looking off in the opposite direction. She pointed at where Sanger was now chatting amicably with Lori and the two slayers. "Who is that?" she asked.

"That's the lady from this Oversight Committee," Dawn supplied. "She seems nice. I can introduce you if you want," she added with a bit of skepticism and a twinge of envy.

Skye watched as Lori laughed at something Sanger had said. "No thanks. It's just…she might be the slickest manipulator I've ever seen."

"Takes one to know one, I guess," Jeff commented. Dawn shot him a withering look. "No," Skye replied, not seeming to have taken offense. "It's in the body language, the tone of voice…she's a master."

"Maybe she's under the Imperius Curse!" Hope said suddenly. The others stared at her. "Jocelyn, I mean."

"That's only in Harry Potter, baby," Jeff told her softly.

"Oh…right." Hope looked genuinely disappointed.

"You read Harry Potter?" Skye asked, surprised.

"Well, everybody else did," Hope said. "I didn't want to be left out."

Dawn shook her head to refocus. "Maybe if we use something to just trap her. Something that's strong enough to hold her so we can reason with her."

"But again, that involves getting close enough," Jeff replied. "She's never in one place long enough." Jeff sighed. "We need another brain on this."

"Speaking of," Dawn sighed, "where's Andrew? Shouldn't he be here?"

Cut To: Int. Watchers Council – Parking Garage – Same Time

Tracey gave a large suitcase one last hard shove in an attempt to fit it into the trunk of her old, beat-up Ford. Then she slammed the trunk closed. She looked vaguely surprised when it stayed shut.

"I don't see why you have to leave today," Andrew said as he stood next to her. "I mean, your grad school doesn't even start for two weeks."

"I have to leave today because I'm driving to California," Tracey told him, in a tone that said this was not the first or even the third time she had explained this. "It's the only way I can take all my stuff. Plus I'm stopping on my way to visit my Aunt Crystal in St. Louis."

Andrew wrung his hands. "But…we were going to have a whole secret surprise goodbye party for you! Well, not a surprise anymore because I just told you, but I was going to make German chocolate cake, because I know it's your favorite, with regular candles because you think trick candles are mean, and Jeff was going to conjure streamers, and…

Tracey stopped him by laying a single finger softly on his lips. "I'm sure it would have been wonderful." "I can get them all down here," Andrew said, looking suddenly inspired. "They probably have German Chocolate at the Giant Eagle…"

"Thanks," Tracey said with a smile, "but I'm pretty sure everyone's busy and I really do need to go."

"I…know it's a great opportunity for you," Andrew said, deflated. "You need to follow your dream. I just…I don't like the idea of you being so far away."

Tracey snaked her arms around Andrew's waist. "I know. I'll miss you, too. But this is the digital age. We can IM each other whenever you want, not to mention, y'know, talk on the phone. And I'll be back for school breaks and holidays. Plus, you could always come visit me. Of the two of us here, you're the one who has access to a private jet." Tracey smiled.

"It's not the same," Andrew said sadly.

"I know." Then Tracey kissed Andrew. At first it was gentle, and then the two of them grew in fervor. The lip smacking lasted for several seconds. It was only reluctantly that Tracey pulled away. "I won't say goodbye, Andy. So how about see you later?" she said softly, then turned and walked around her car to the driver's side door. She opened it, but didn't get in, instead looking back at Andrew.

"I love you," she said.

"I love you, too," Andrew replied.

"When this Jocelyn business blows over, call me," Tracey told him. "We'll have phone sex."

With that, she got into the car and closed the door behind her. Andrew looked slightly stunned, and didn't scramble out of the way until Tracey almost backed the car over him. He watched as her taillights faded into the distance.

Cut To: Int. Bruegher's Bagels – Later

Becca did not look happy. This might have been because Giles had yet to appear. It might have been because Martin was crying his eyes out. The diner was about half-full of patrons, many of whom occasionally cast Becca and her loud child baleful looks. She was sitting at a booth in the corner, with Martin's bassinet on the table. Across from her Elizabeth was eating a strawberry muffin. She had somehow managed to smear jelly all over her face.

Becca leaned over Martin and picked him up. "Shh…shh…it's okay," she cooed, bouncing him on her shoulder. The crying did not abate.

"Daddy's gonna miss breakfast," Elizabeth announced.

"Yes, it looks like he is," Becca sighed, still patting Martin on the back. "But Daddy's job is very important and…Oh, Lizzy, you've got muffin all over your face."

"It's yummy," she said.

Becca grinned as she picked up a napkin from the table with her free hand and tried to use it to wipe off Elizabeth, but the girl just wrinkled her nose and shied away.

"Hold still, honey," Becca ordered, and Elizabeth dutifully did as she was told, while wearing that same impish smile. "There," Becca said as she finished wiping. She turned back to Martin, who was still wailing. "Shh, shh…"

The waiter stopped by the edge of the table.

"Did you need anything ma'am?" he asked politely. "More coffee?"

"My daddy fights ugly, bad guys," Elizabeth told the waiter before Becca could answer.

"He does?" the waiter asked with a chuckle as he turned to Elizabeth.

"Uh huh," Elizabeth nodded. "But he says they're not all ugly. Sometimes they look like you and me. And sometimes people that you think might be bad guys are really nice like my daddy's friend Brell."

The waiter looked to Becca, who rocked Martin back and forth in her arms, for more information.

"Yes, Liz, he does fight bad guys," Becca said. "He's a watcher at the Council," she added to the waiter.

"Oh, now it makes sense," the waiter said with a chuckle. "If it's okay with you," he said with a conspiratorial wink to Becca, "all the daughters of people at the Watchers Council get a free cookie." Becca nodded her approval. The waiter then turned to Elizabeth. "Would you like one?"

Elizabeth looked eagerly to Becca for an answer and she nodded to her as well. "Yes, thank you. That would be nice," Elizabeth told the waiter.

"I have to ask – how old are you?" the waiter asked incredulously as he chuckled again.

"Two right now, but I'll be three in May," she said holding up two fingers and then adding one more.

"She's so bright. What a peach," the waiter complimented to Becca. "I'll be back in a few minutes with that cookie," he said before walking away.

"Thanks," Becca told him as he departed. Martin began to grow fussy again so Becca went back to rocking him in her arms. Absently she began to lightly sing, "Daddy fights the bad guys, yes he does. Daddy fights the –"

Becca's chant was interrupted by a sudden gust of gale force winds inside the bagel shop. Patrons screamed and scattered as bright blue lightning crackled in the center of the dining area. One bolt struck a chair and it splintered into several pieces. Becca shielded her eyes against the light and Elizabeth screamed in a single, incredibly high-pitched note. A dark shape emerged from the light and, as suddenly as it had appeared, the lightning was gone.

In its place stood Jocelyn, her dark eyes dispassionate. "Hello, Mrs. Giles. It's good to see you."

"You…" Becca stammered, clutching the wailing Martin to her chest.

"Mommy?" Elizabeth pleaded.

Jocelyn turned her head. "Yes, that's her."

"W-What do you want?" Becca asked.

"I'm sorry," Jocelyn said, sincerity in her voice. "This wasn't my idea." She strode forward and took Elizabeth by the wrist. "I'll need to take this one." She dragged Elizabeth out of the booth. The little girl stretched out an arm in the direction of her mother and screamed.

Jocelyn had gotten about five strides when Becca, having left Martin in his carrier, swung a metal chair at the back of Jocelyn's head. The chair crumpled on impact. Jocelyn stopped, looking like she'd just heard a fly.

"Why are you doing this?" Becca shouted. Jocelyn turned and regarded her sadly. "Because it will destroy them."

Then there was a bright flash, and more lightning.

"No!" Becca shouted, over the sound of the lightning and Martin's crying. She was forced to take cover from the lightning, arms over her head. With a gust of wind, Jocelyn and Elizabeth were gone.

"What's happened?" a male voice was asking frantically. "What's going on? Where's Liz?"

Becca got to her feet and found Giles standing right there. "She took her," she said, her voice soft and hollow.

"What?" Giles asked, shaking his head. "I – I don't understand."

"Oh God, she took her!" Becca burst into tears and hugged Giles with all her might.

Cut To: Int. Council Van – Same Time

Denise regarded the weapon in her hands with some skepticism. "Does this thing seriously work?" she asked.

She was seat belted into the back of a black Watchers Council van as it made its way along a busy downtown street, along with Chamique and Shilpi, whose creamy brown skin betrayed possible South Asian origins. Marie was driving, with Kennedy riding shotgun. The girls in the back each held a bulky, gun-like contraption of metal and white plastic.

"Well, we never field tested it at the Bureau, but the mages assured us it'd work," said Shilpi as she sat across from Denise.

Denise sighed. "Very comforting, Shilpi."

Chamique yawned. "It's too early. I'm a slayer. I'm not supposed to be up before noon."

Kennedy looked into the back seat, frowning. "Poor you. I'll be sure to keep that in mind the next time that –"

"Look out!" Denise shouted, pointing out the front windshield. In the road directly ahead, a blue flash of light was just dissipating, revealing two figures, one tiny, and one normal height with dark hair. Marie slammed on the brakes, and Kennedy whipped her head around, bracing for impact. Cut To: Ext. E. Ninth Street – Continuous

Keeping one hand locked around Elizabeth's wrist, Jocelyn raised her other hand in the direction of the approaching van, palm out. Just as the vehicle seemed like it was about to plow into the two of them, Jocelyn wagged a finger.

"Uh-uh."

The van ran into an invisible barrier. It flipped into the air, end over end, seeming to float over Jocelyn and Elizabeth's heads in slow motion. It landed hard on its roof and slid along the asphalt for some distance, sparks flying. Eventually it came to a stop.

Kennedy found herself upside down, held in position only by her seat belt. "Oh…crap," she managed before raising her voice. "Is anybody hurt?" There was no response. She tried to turn around, but found that she couldn't. Struggling with her seat belt, Kennedy managed to loosen it just enough so that she fell down head-first to the pavement. Her door had popped open in the crash. Kennedy let out an involuntary yelp of pain.

At the same time, Marie was crawling out through the driver's side door. She had a huge welt on her forehead. "I hate car crashes," she groaned.

Without warning, Jocelyn grabbed Marie by her shirt and hauled her all the way out of the van. Marie had time to say "I really hate car crashes," before Jocelyn sent her flying across the street and through a large window.

Cut To: Int. Fourth National Bank – Continuous

Bank customers scattered as the upscale establishment's front window shattered. Marie skidded across the marble floor, cutting herself on broken glass, before slamming into a counter on the far side of the bank lobby. She tried to stand up, but was unsuccessful. Marie collapsed, spitting blood onto the floor.

Cut To: Ext. E. Ninth Street – Continuous

Kennedy was on her feet, in a fighting stance. Jocelyn stalked toward her, yet to break a sweat. A confused look flitted across Kennedy's face when she saw Elizabeth standing over on the sidewalk, seemingly alone. "Liz?" Kennedy asked. As she was still taking this in, Jocelyn made a sweeping movement with one arm and Kennedy went flying down the street, traveling forty feet in the air. When she landed, the asphalt cracked beneath her.

Dazed, Kennedy raised her head. "Liz, run!"

But Elizabeth remained rooted to the spot. Closer inspection would have revealed small green glowing bands around her ankles. Unable to flee, Elizabeth stood in mute terror.

Jocelyn watched silently as Kennedy made an attempt to get to one knee.

With a harsh bang, the back doors of the van sprang open. Denise was standing there, brandishing one of the strange weapons. Shilpi glowered from over her shoulder, a long cut on one cheek. Chamique was still on what had once been the roof of the van and was now the floor. Her body was in an awkward position, and she was unconscious.

"Freeze!" Denise shouted at Jocelyn, with all the authority she could manage. When Jocelyn simply turned her head, a vaguely interested look on her face, Denise fired. An energy beam shot out of her weapon, bright gold flecked with dancing red. When she removed her finger from the trigger, Jocelyn was no longer there.

Denise hesitated. "Did…did it work?"

"No, it didn't," Jocelyn said. She was standing right next to them. Denise barely had time to blink before Jocelyn waved her hand and the slayer flew backwards into the van with a yelp. She slammed into the back of the front seat and was immediately pinned by a torn strip of metal. Denise cried in pain as her arm was bent at the wrong angle.

Shilpi dove for Denise's gun, but before she could reach it, the gun leapt away from her and landed in Jocelyn's hand.

"I wish I could let you," Jocelyn said, "but I can't."

Shilpi tried to sweep out Jocelyn's legs from her spot on the ground, but Jocelyn was too fast for her. "Frium," Jocelyn said, and Shilpi was frozen mid-leg sweep…literally. She was totally encased in ice.

Jocelyn stood over the frozen girl for a moment. "Is this why we had to come here?" she asked. She was blindsided by a gold and red blast. Kennedy was standing in the center of the road, holding one of the futuristic guns. Horns blared as traffic swerved around the two of them, but Kennedy took no notice.

"That's enough," Kennedy said, the anger in her voice barely concealed.

At first the blast's effect seemed to have been negligible, but then Jocelyn swayed and fell to her knees, gasping. The air around her shimmered the sunlight surrounding them seemed to become obscured a little.

"Anti-magic field," Kennedy explained, standing over her. "I really hope it hurts."

Jocelyn was on the asphalt, wheezing. "No, I can't," she managed. "I'm not…"

"Not what?" Kennedy asked. "Not a bad person? Because I think we both know that's a big fib."

Jocelyn screamed, and Kennedy took a startled step back. Jocelyn writhed in the street, clutching at the chain around her throat.

"Wow," Kennedy said, "it really does hurt."

Jocelyn had stopped writhing, but now she was crying. "I'm sorry, I'm sorry," she said. "It…it would have been better if I'd never been born."

Kennedy's eyes softened, just a little. "Maybe you can still –"

Then Jocelyn was on her feet, a hand on Kennedy's chest. Kennedy let out a sharp gasp as the area around Jocelyn's hand began to glow. Her mouth opened and her eyes rolled back in her head. Red lightning flashed around the two of them.

Jocelyn pulled her hand away, and she now had more black veins on her face. Kennedy fell to the ground, eyes wide, struggling to breathe. Jocelyn raised a hand and there was a purple flash. The rippling subsided and the sun was bright again. Jocelyn ran over to where Elizabeth was still standing and waved her hand to remove the restraints.

"You're a bad guy," Elizabeth said angrily.

"Looks like," Jocelyn replied. She grabbed Elizabeth's wrist. There was a blue flash, several bolts of lightning, and a gust of wind, and then the two of them were gone again.

Kennedy lay in the street, staring sightlessly up into the sky.

Cut To: Int. Watchers Council – Infirmary – Day Several nurses surrounded Shilpi as she lay in bed, shivering although she wore a thermo- blanket.

Several beds down, Kadin was sitting and holding a sleeping Kennedy's hand. Kennedy was on oxygen, and a heart monitor was beeping slowly. Faith put a hand on Kadin's shoulder.

"Any change?" Faith asked.

"No," Kadin said softly. "They…they said she was almost completely drained. They don't know when she'll wake up or…Or if…" She choked on the words, swallowed.

"She'll wake up," Faith assured her. "She's a slayer. We're bad ass like that."

Kadin tried to force a smile, looked up. "How are the others?"

"Well, Willow quit cowering long enough to thaw Shilpi," Faith told her. "Denise's got a broken arm, but she'll heal in no time. Marie'll be fine, she's just got a lot of cuts and bruises. Chamique…well, she's awake. She can't move her legs, but she's awake."

"Kennedy told me once that she broke her back," Kadin said, "but her slayer healing kicked in and she was fine."

"I hope Chamique turns out the same," Faith said. "Anyway, she's not the only one bad off."

Faith looked over towards the door to the hallway, where Rowena hugged a distraught Becca while a stoic Giles stood nearby.

"We'll find her," Rowena said. "We'll get her back."

"You don't know that," Becca said. One of her hands balled into a fist, then relaxed.

"I do," Rowena said. "I…I give you my word."

"Your word?" Becca asked.

Rowena tried to smile. "As a mother." Becca burst into tears again, and Rowena's smile died immediately. "Thank you, Ro, but I don't…" Giles put a hand on Becca's shoulder and she tried to pull herself together. "I-I have to feed Martin."

"He's being taken care of," Rowena assured her. "I'm sure he and Shannon are having a great time. Just…try not to worry too much."

Jason Felix brushed past the three of them as he walked into the infirmary. "I'm so sorry," he said to Kadin. "I came as soon as I heard." He looked around the room, eyes flicking across Chamique lying in her bed, crying. "This is simply intolerable."

"You still worried about drug testing?" Faith asked him pointedly.

"I actually wanted to speak with you, Miss Lehane," Felix said. "I'm glad I caught you. We must start the contingency plan and stop this girl. I only hope that we can do so while Elizabeth Giles survives."

"What are the chances of that?" Kadin asked darkly. Faith again glanced over to where Giles and Becca were standing, hoping they hadn't heard that. "No, really. I mean, Jocelyn's probably killed a few dozen people by now. She killed her own boyfriend. She tried to kill Kennedy. She won't hesitate to kill Elizabeth. We know that."

Felix sighed. "I am afraid you may be right, Miss Van Helsing. However, the truth shows she has hesitated. She has a plan and we will never forgive ourselves if we do not attempt everything in our power to recover Liz before Jocelyn has her way."

"Gotta agree with you there, but how do you stop something that's in one location one moment and in another the next?" Faith asked. "The problem right now is, not much is in our power as far as I can see."

Cut To: Int. Watchers Council – Coven Room – Moments Later

Xander found Willow sitting on the floor surrounded by books. Her back was against the wall, and her head was in her hands.

"You okay?" he asked.

"No," Willow said, without raising her head.

"Sorry, stupid question," Xander sighed.

"I can't do this," Willow said. She wiped tears from her eyes and turned her face up to look at Xander. "What can't you do?"

"Any of this," Willow told him. "I-I thought I was a grown-up now. I thought I was ready. Now I'm married and twins are on the way a-and I-I can't do it. I can't even keep my own students from going on killing sprees. I can't even teach them to avoid my own mistakes. I can't –"

"Willow!" Xander cut her off and stepped forward. He knelt down in front of her and grasped her hands in his own. "I want you to listen to me. I love you. I've said this before and I'll say it again, I can't think of anybody better to be a mom. You will figure all of this out, and you will be just as strong as ever before. No…stronger."

"Xander…" Willow whispered. "How can I teach my kids not to be afraid of the dark if I'm still petrified by it?"

"Well, for starters, you could try a night light," Xander told her. Very, very suddenly, Willow laughed. Just twice, but it seemed like enough. "See? There's my girl," Xander continued. "We've got to get moving though. Buffy's called an emergency meeting in the Conference Room."

"We know there's an emergency, Xan. They're bringing slayers into the infirmary by the truckload. It's not-."

"Jocelyn has Liz," Xander told her. "Becca and Marty got in after you left Kennedy."

Willow's jaw clinched.

Cut To: Int. Watchers Council – Main Conference Room – Later

Buffy stood at the podium and glanced around the room. Faith was there, as well as Mia, looking uncomfortable in what was usually Kennedy's seat. Rowena, Robin, Jason Felix, and Lori were seated in the center. Off to Buffy's right were Dawn, Andrew and Jeff.

Buffy cleared her throat, and the room grew silent.

"I know you're all tired. It's been a long night and day. This is all pretty shocking, but we can't let it –"

The door flew open, and Xander entered the room. Buffy turned to glare at him. "Where's Willow?" she asked, annoyed.

"She's gone after Jocelyn," he announced.

Buffy and Faith shared a slightly relieved expression until they turned to see the nervousness on Rowena's face.

Fade Out.

End of Act Three

Act Four

Fade In: Ext. Public Square – Day

The brown bulk of the Terminal Tower loomed over the grass and cement expanse of Cleveland's Public Square. The Square was divided into quarters by busy city streets. One of these sections was completely taken up by the Soldier's and Sailor's Monument, topped by its tall bronze spire. Across the Square, two more modern-looking skyscrapers rose, the silver Key Tower and the metal and glass BP Building.

Cut To: Int. The Avenue at Tower City – Same Time

Nestled at the base of the Terminal Tower was an upscale, three-level shopping mall, built around an open, sunlit atrium. Cloth sculptures seemed to fly above the central fountain, across which brief jets of water occasionally jumped. The loudest sound was that of a child crying.

"Unscrunch your face, kid," Jocelyn said.

She hunched by the central fountain in front of a bawling Elizabeth. After a moment she stood up, a tiny shard of glass in one hand. "Okay, that should do it."

Elizabeth showed no signs of quieting down. She had a small cut on one cheek. A couple of mall security guards slumped on the floor nearby, unconscious or possibly dead.

"Oh, shut up," Jocelyn told her, losing patience. "I told you to be ready. We had to make an entrance. Just think of this as a learning experience. I know, you won't have much time to apply it, what with me being about to kill you…" She trailed off, sighed. "It likes it when you cry. I mostly find it annoying, but –"

Willow's voice rang out. "Let her go, Jocelyn."

Jocelyn spun around, startled. Willow was riding down one of the escalators towards them, arms crossed. She didn't uncross them until she stepped off at the bottom.

"Aunt Will!" Elizabeth said, wiping her eyes.

Willow gave Elizabeth a small, brief smile. She stopped about ten paces short of the two of them.

"You're overconfident," she told Jocelyn. "You're not hiding, and when you run this hot, I can sense you from miles away."

"I know you can't touch me," Jocelyn replied.

"You're wrong," Willow said tightly.

"Aunt Will, can we go home?" Elizabeth asked.

"Not yet, sweetie," Willow said, her tone changing completely but her eyes not leaving Jocelyn.

Jocelyn cocked her head, watching Willow. "You have no idea what's going on here, do you?"

Willow scoffed. "I know better than you do."

Jocelyn shook her head. "No, you don't. And you aren't going to figure it out." Jocelyn's right hand closed into a fist, and the green restraining bands appeared once again around Elizabeth's ankles. "You stay."

"You don't want to do this, Jocelyn," Willow said.

"Of course I don't," Jocelyn replied. "But I have to." She raised an arm and, with a throwing motion, sent a basketball-sized fireball directly at Willow.

"Impenatrio!" Willow shouted, arm outstretched, and the fireball broke against an invisible shield. However, that fireball was soon followed by another, and then another, and Willow began to grit her teeth from the effort of keeping up her shield.

"Dammit!" Willow swore. She dove behind the nearest stand to find a surprised sunglasses salesman staring down at her. "Run!" she urged him, and he did. He wasn't the only one, as the smattering of shoppers who had been patronizing the mall in the early afternoon panicked.

Willow distantly heard Elizabeth echo, "Dammit!"

"Liz, don't say that!" Willow yelled. With a roar, the entire sunglasses stand went up in flames. "Suddenly wondering if I should have thought this one through better," Willow sighed as she scrambled away on her hands and knees.

Then, however, she carefully slunk back towards the flames, whispering to the fire like it was a child. "That's it…that's it…there we go."

A piece of the fire broke off, floating in thin air for a split second before settling comfortably in Willow's hand. "Good boy," she breathed, then rose and threw.

The fireball hit Jocelyn in the leg, setting her pants on fire. Panicked, Jocelyn hopped into the shallow fountain, splashing with each step. She held her leg over one of the water jets, which quickly put out the fire. Breathing hard, Jocelyn spun around to face Willow.

"I didn't know you still had it in you."

"It's a lot easier when I get to use your firepower," Willow replied, peeking around the burning "Sunglasses R Us" sign.

"I'll keep that in mind," Jocelyn said, and she raised both arms.

There was a red flash and the sunglasses stand splintered, sending flaming pieces of debris in all directions. Before Willow could react, there was another flash, and she skidded backwards across the faux marble floor. She ran into the legs of a woman who had been trying to run while carrying a truly massive Banana Republic bag. The woman came crashing down on top of Willow. "Sorry!" Willow exclaimed, as she tried to untangle herself.

Meanwhile, Jocelyn continued firing wildly from her spot in the fountain, and several floor tiles near Willow exploded.

Willow managed to rise, handed the woman her shopping bag, and fearlessly strode forward, reciting, "Aqua recenti bindere totale…"

The inch-deep water around Jocelyn rose in four walls, surrounding the witch. Jocelyn sent a red blast at the water in an attempt to escape…instead it froze instantly, trapping her.

The mall atrium was strangely silent.

Willow ran across the floor to the spot where Elizabeth was still bound. "I'm gonna get you out of here, Sweetie, okay? I just need a few –"

With a loud splash, Jocelyn's icy prison melted and flowed back down into the fountain. Jocelyn was levitating, her feet at least three feet above the water.

"Okay," Jocelyn announced, "now we're both kinda pissed off."

"Both?" Willow repeated, confused.

Jocelyn silently raised an arm and the water in the fountain rose high into the air, swirling majestically until it formed a concentrated ball nearly four feet in diameter.

Elizabeth's eyes widened. "Aunt Will?" she said with fear.

With a small motion from Jocelyn, the water flew towards Willow and struck her in the chest, sending her flying backwards. Willow's lips appeared to be muttering something and an orange light surrounded her. Seconds later she crashed through the front window of a nearby Radio Shack, caught in a torrent of water and broken glass.

Jocelyn swooped down and took Elizabeth by the hand, dissolving her restraints.

"Going up," Jocelyn said, and the two of them flew skyward, driving through the skylight towards the Tower above.

Cut To: Int. Council Van – Day

"Can you drive any faster?" Rowena asked Andrew, who glanced over his shoulder. "I still don't think you should have come," Andrew said. "Driving safe is the least I can do. It's for future generations."

The van was packed with Buffy, Faith, Mia, Dawn, Jeff, Hope, Skye, and Grace all wedged into the back, along with Sanger from the Oversight Committee.

"We needed a watcher, in case anything came up," Rowena said defensively.

"I'm a watcher," Grace volunteered.

"And Willow's the mother of my children!" Rowena was suddenly shouting. This brought several looks. Skye rolled her eyes.

Sanger sat forward, interested. "Really? Was this through magical means, or egg transplantation?"

"One," Rowena began, a little flustered. "I don't know you well enough to answer that and two, I'm worried about more important things at the moment…" She then looked over to Andrew. "… like getting there today."

Sanger said nothing for a moment. Everyone waited tensely for the Council's relationship with the Oversight Committee to go south in a hurry. Finally Sanger said, "You make an excellent point Ms. Allister."

"Can I just ask, what exactly are we gonna do?" Grace put in. "I mean, say we get there and the two of them are busy laying the beat down on each other. What are we supposed to do about it?"

"First, we get Liz out of there," Buffy answered.

Faith nodded. "Then shoot Jocelyn with one of the anti-magic guns again," Faith suggested.

"Last time we did that, Ken ended up in the hospital," Mia said sullenly.

"It's worth a shot," Faith replied.

"Look, we'll think of something," Jeff said, projecting a perhaps false sense of bravado. He turned to Hope. "Sorry for such a chaotic first day."

She gave him a tight smile. "Yeah. This is…pretty extreme." Rowena spoke to Andrew again. "Are we there yet?"

"I refuse to answer that question on the grounds that you know the answer and, also, are no longer ten years old," Andrew replied testily. "I want to help Willow rescue Liz too, you know."

"Sorry," Rowena sighed. "Hormones."

"You just love using that as an excuse, don't you?" Skye asked with a smile.

Rowena didn't answer. She just chewed on her thumbnail nervously.

Cut To: Ext. Terminal Tower – Observation Deck – Day

Jocelyn stood at the railing, looking out at the city. Tears flowed freely from her black eyes, and the wind off Lake Erie caught her dark hair. It shone, almost glinting, in the sunlight.

"Please," she whispered. "Please."

"Your necklace is ugly," Elizabeth said from behind her. "My cut hurts. I wanna Band Aid. Mommy always gives me Blue's Clues Band- Aids. I like Blue's Clues. I can figure out the Clues easy."

"I don't have any Band Aids," Jocelyn said, but from the sound of her voice her mind was somewhere else.

"You're a bad guy, you should make a Band Aid with your powers, and you have an ugly necklace." Elizabeth put her hands on her hips, a pout on her face.

Jocelyn sniffed, wiped a tear from her cheek, and turned around. "You know what? Why am I feeling so bad about this? You're a whiny little brat. Why does the world need you?" She actually grinned, looking a little crazy. "It's like…it's all nothing, you know? Nothing is really real except…suffering."

"You talk funny," Elizabeth said. She looked scared, but stayed rooted to the spot.

"No, see, that's just it, it is funny," Jocelyn said, continuing to stride towards Elizabeth. "Evil, death, darkness. They're the only things that even make sense. It's weird, but…when I kill you I'm doing you a favor." Her smile disappeared. "And now it's time."

Bing. The elevator doors to the Observation Deck slid open, revealing Willow. She was cut, bruised, and dripping wet. A small puddle had formed in the elevator under where she was standing.

Jocelyn sighed, put her hands on her hips.

"Liz, honey," Willow said through gritted teeth. "Duck."

She sent a green magical lightning blast in Jocelyn's direction, as Elizabeth dropped to the floor, shielding her head with her arms. Jocelyn responded with her own red lightning. The two blasts met in mid-air with a deep bass note.

Shockwaves spread out across the Deck, shattering windows, cracking walls, uprooting the railing and sending it over the edge. Willow yelled from the effort and Jocelyn laughed. The spot where the two spells met sparked and foamed. Raw, glowing ether exploded from that point, splashing to the deck as a liquid around Elizabeth. She screamed.

Cut To: Ext. Public Square – Same Time

Andrew looked up at the Tower as the Council Van approached and saw the shockwave as it spread from the Observation Deck in a circle.

"Uh…guys? I think we're here."

Cut To: Ext. Terminal Tower – Observation Deck – Same Time

Ever so slowly, the point where the two spells met began to move towards Willow.

"You know what your problem is?" Jocelyn asked over the din. "You know why you're gonna lose? It's not because of Persephone's Knot, or even just because I've got more power in one strand of my hair than you do in your entire dumb existence. It's because you're afraid of the power."

Willow strained under the force of Jocelyn's attack. "You should be afraid, Jocelyn. You're losing yourself, and there's nothing worse than that. Believe me, I know." With a gasp, Willow relented, rolling awkwardly to her left to avoid the strike. Jocelyn's blast blew a five-foot-wide hole in the wall behind Willow, sending a huge cloud of plaster into the air.

Cut To: Ext. Public Square – Same Time

Faith helped Rowena out of the van and then grabbed the anti-magic gun while Grace stared up at where a cloud of dust was starting to float away from the top of the Terminal Tower.

Rowena turned to Faith once she got her feet on the ground. "Okay, you and Mia need to start clearing this area. We don't want any innocent bystanders to get caught in the cross- fire."

Faith put the gun strap over her shoulder as she nodded and motioned Mia to follow her.

Rowena turned to Andrew as they walked to the back of the van. "Can you set up here?"

"And chance Jocelyn ending the party real quick when she notices us?" he asked doubtfully.

"Well, I don't think we've got the time to get up there," Grace said, still looking up.

"We'll move to the other side of that building, out of sight," Andrew said. "If it's not close enough we'll have to get Willow to get her over there somehow."

Rowena patted his shoulder and gave him a short nod.

Skye sat in the back of the van. She blinked a few times, then turned to Jeff and Dawn who were standing outside. "Do you guys feel that?"

"What?" Dawn asked.

Jeff, however, gave her a nod and Dawn looked to him, confused.

"It's like dumb little O'Hara's running on nitro," Skye told Dawn, as she pointed outside.

Realizing her hand was in the sunlight, Skye pulled back quickly. After a second she put it back again and held it.

"What are you doing?" Jeff asked.

Skye took a leery step outside into the sunlight and looked at all her limbs. "Not burning up for one thing," she replied.

Andrew did a double take. "She's a daywalker. When did she become a daywalker?" he muttered.

Mia was heading toward a bench where a homeless man was sitting, holding a cardboard sign that read, "Why lie? I need beer."

"You! You need to move!"

The team looked up to see specks of plaster falling from the air.

"What the hell is that stuff?" Andrew asked.

A look of realization washed over Rowena's face.

"Take cover!" she yelled, just seconds before chunks of concrete started to crash around them.

Cut To: Ext. Terminal Tower – Observation Deck – Same Time

Jocelyn blinked, her view of Willow now obscured. Willow took advantage of this cover to aim a small blast at a large art deco stone outcropping teetering perilously above Jocelyn. A slab the size of a refrigerator fell down towards Jocelyn.

Willow sprinted forward through the debris, shouting, "Liz! Grab my hand!"

Elizabeth did so just in time for the dust to clear a little, revealing Jocelyn standing only a few feet from the two of them, completely unscathed. Broken pieces of building surrounded her feet.

Jocelyn made a motion with her hand like she was cracking a miniature whip, and what looked like a glowing red lariat extended from her fingers and fastened itself around Willow's neck. Willow was jerked forward, away from Elizabeth, and found herself face-to-face with her opponent, inches from Jocelyn's deep black eyes.

"You don't have anything to fear when your worst fears have already been realized," Jocelyn said softly. Cut To: Ext. Public Square – Same Time

Rowena and the team, who had returned to the van to avoid the debris, peeked their heads out to make sure it was safe.

"Okay," Rowena said as she got out and looked up at the tower. "We need to act, fast… Andrew? Before you set up call Robin. Get him to clear this area immediately – office buildings too."

Andrew nodded. "Two blocks you think?" he asked.

"Yes, at least," Rowena replied. Andrew nodded again and moved around Sanger, who had a satisfied look on her face.

Cut To: Ext. Terminal Tower – Observation Deck – Same Time

Willow made choking noises as Jocelyn's lariat tightened around her neck.

Jocelyn stared into her eyes. "I brought you here, to where you killed those people, because I wanted you to feel the emptiness the way I do."

Flash:

Gunfire blared. People screamed on the floor, bleeding.

Willow stood, stunned. "What…did you do?" she asked Marissa.

Flash:

Back on the Observation Deck in the present day, Willow gasped, "I didn't kill them."

Jocelyn shrugged. "Close enough. Either way, they're dead. I thought maybe it would help you to be here."

"Help me?"

"Take my power. Be the darkness. It's the only way…" she broke down, crying, as Elizabeth looked on in horror. "It sees me!" she yelled through the tears. "It won't let me die!"

Willow shook her head. "I won't kill you, Jocelyn." Jocelyn's face hardened. "You don't get it. I'm already gone."

She used the lariat to whip Willow around, dangling her over the edge of the Observation Deck. For a long moment, Willow seemed to hang in the air, helpless.

Then Jocelyn let the lariat snap, and Willow disappeared over the edge.

Cut To: Ext. Public Square – Same Time

Rowena saw the dwarfed figure of Willow fall.

"No!" she screamed.

Cut To: Ext. Outside Terminal Tower – Same Time

As Willow plummeted towards the street below, a strangely unconcerned look settled itself on her face.

Cut To: Ext. Public Square – Same Time

Faith and Buffy both took off in a sprint toward the Terminal Tower, so fast they looked like a blur.

Cut To: Ext. Outside Terminal Tower – Same Time

The world around the falling Willow seemed to slow to a crawl. She closed her eyes.

Voices came to her out of the air and images flashed behind her eyelids.

"I am, you know," Tara breathed. "Yours."

"I need you, Will. You're my big gun," Buffy said from the steps of the Magic Box.

"I loved crayon-breaky Willow and I love…scary veiny Willow," Xander told her on the bluff. "Trust yourself and the others might follow," Giles said confidently as he held her suitcases.

"Believe it when I say you're ready, Willow," Althenea told her, holding out a High Priestess' dagger.

"I need to share the rest of my life with you, and I'll want you until the day I die and beyond," Rowena said to her, on one knee in the Burbank airport. "If you feel the same way, then please say yes."

"Hi, Aunt Will," Elizabeth said happily, despite the danger around them.

Willow's eyes shot open as the street rushed toward her. There was fire in them.

Fade Out.

End of Act Four

Act Five

Cut To: Ext. Terminal Tower – Observation Deck – Same Time

Jocelyn leaned down to Elizabeth's level. She reached out and brushed the young girl's wild hair out of her eyes, revealing tears falling down Elizabeth's cheeks.

"Don't worry," Jocelyn told her as she dried her cheeks. "It's just like going to sleep… well, a lot more painful than that, and you don't wake up, but otherwise…

"I told you to get away from her."

Jocelyn whipped around to see Willow floating several feet from the edge of the deck. Her hair was now pure white, and there was a strange grace to every movement she made. When she spoke, her voice was high, melodic, shining, like angels singing. "Wow, cooooooool," Elizabeth exclaimed.

Jocelyn simply raised her hands and fired another red blast in Willow's direction, but this time she easily repelled it. Jocelyn cocked her head. "Huh." She reached down and tossed Elizabeth over the side. "Done with her," she said casually.

"Liz!" Willow screamed.

Willow raised her hand to try to magically catch the young girl but Jocelyn launched herself forward like a jungle cat, meeting Willow in mid-air. The two of them spiraled outward over Public Square.

Cut To: Ext. Public Square – Same Time

Elizabeth continued to fall and the group of onlookers, including a few news crews in various stages of setting up, all gasped at once.

Cut To: Int. Watchers Council – Media Room – Continuous

Giles stood holding Becca, their eyes fixed on the screen as Robin and Xander watched from either side of them.

"Oh, my god," Becca muttered, and Xander reached out a hand to her shoulder in support.

Giles looked scared but remained speechless as the camera followed Elizabeth's descent.

Cut To: Ext. Public Square – Continuous

From below the Terminal Tower, Buffy and Faith watched the small figure falling fast toward them. Faith took off the gun and tossed it out of the way.

"Lock arms!" Faith said, holding hers out. Buffy took them and they moved in unison with each other, back and forth, trying to judge Elizabeth's direction.

Rowena's eyes darted from Elizabeth's direction to Willow and Jocelyn, who were flying hundreds of feet above, throwing magical attacks at each other. Cut To: Ext. Above Public Square – Same Time

Willow hit Jocelyn square in the chest with what resembled thunderbolts in rapid succession. The teenager began to spin end over end from the force, dazed.

Willow looked over and watched as Elizabeth continued to fall. The witch reached one hand out and a web-like specter snaked from her fingertips. The web reached under Elizabeth and bound her up but soon the momentum began to drag her back to earth, tugging Willow with her.

Cut To: Int. Watchers Council – Media Room – Continuous

"Oh please Willow, oh please, oh please," Becca repeated, still wrapped in Giles' arms as they watched.

Cut To: Ext. Public Square – Continuous

"Hold tight," Buffy said. Both women dug their fingertips into each other's forearms as they watched Elizabeth still racing toward them, dragging Willow behind her.

Cut To: Ext. Above Public Square – Same Time

The witch tightened up her hold through gritted teeth so the young girl's descent slowed around the third story.

"A little further," Willow grunted as she tried to direct the girl toward Buffy and Faith. She didn't get far, though, before her body suddenly seemed to shake with an electric jolt.

Willow cried out in agony. She lost concentration, and her grip, and Elizabeth continued to fall.

Jocelyn floated above the high priestess with a menacing grin. "Your weakness is my gain," she said triumphantly as she hit Willow with another jolt.

Cut To: Ext. Public Square – Continuous

"Here she comes," Faith yelled and they both planted their feet firmly.

Seconds later Elizabeth landed in Faith and Buffy's joined arms. The young girl had tears running down her face.

"We gotcha," Buffy said, trying to soothe her.

Cut To: Int. Watchers Council – Media Room – Continuous

"Is she okay?" Becca asked. "Did they catch her?"

Xander was speechless.

"I think so," Robin said from behind them, slowly starting to grin.

Giles still stood unmoving, saying nothing. His eyes darted to all areas of the screen as if looking for the answer to Becca's question.

Cut To: Ext. Public Square – Continuous

"That was scary," Elizabeth said between sniffles.

Buffy grinned down at her. "I bet."

"Take her," Faith said as she took a step closer to allow Buffy to get a firm solo hold on the girl.

"You're safe now," Buffy told Elizabeth. "We'll have the doctors check you out though, okay?"

Faith looked above to Willow and Jocelyn and told Buffy, "I'm going up."

Buffy nodded as she held Elizabeth tight and began to jog toward some ambulances that were at the scene. Faith picked up the anti-magic gun and ran toward the Terminal Tower entrance. Cut To: Ext. Above Public Square – Same Time

Willow squeezed her eyes shut from Jocelyn's onslaught of magic and finally a green barrier appeared. It only lasted a few seconds but it was enough for Willow to look down to see Buffy carrying Elizabeth.

"Buffy?" Willow shouted down.

Buffy looked toward the witch and gave her a thumbs up and 'a-okay' sign.

Willow grinned for only a second and then turned toward Jocelyn, her resolve face firmly in place.

With a wave of her hand she dropped the shield. The two began to circle each other slowly in the air and for the first time since the battle began, Jocelyn looked concerned.

"It's open season," Willow told her calmly.

Cut To: Int. Watchers Council – Media Room – Continuous

Finally, everyone watching in the media room at the council released a sigh when the news station showed a shot of Buffy running with a grin on her face and Elizabeth held tight in her arms.

"Councilwoman Summers," they heard the reporter say. "That was amazing. Anything you can tell us about what's happening here?" he asked, stuffing a microphone in her face.

Buffy tried to work her way around the reporter and his crew, shielding Elizabeth from it the entire time. She stopped for a brief moment and looked straight into the camera. "I'll have her home soon guys, so see you there."

They all watched the screen as Buffy climbed into the back of an ambulance and the EMT's shut the doors as police pushed the reporters back.

Giles was finally smiling and near tears. He ran a hand down his sweating face before he led Becca from the room.

Cut To: Int. Terminal Tower – Continuous Faith tried to work her way inside the building against the tide of people moving the opposite direction, trying to flee.

"Ms. Lehane," a security guard said, sounding a bit star-struck as he came up to her.

"Make sure everyone leaves this building as orderly as possible," she told him. "Once it's clear, you get your men out too."

"Yes, ma'am," he told her with a nod.

He broke off from her, going another direction, as she continued her way to the elevators.

Cut To: Int. Terminal Tower – Elevator – Continuous

Faith stepped aboard the elevator just as the doors were closing and she pushed the button. She moved about three floors before the lights went off and the elevator stopped.

In the darkness, she sighed, "Son of a bitch."

Cut To: Ext. Public Square – Continuous

Above the gathering crowd the two witches continued to send magical attacks at each other. Most missed. One stray blast broke all the windows of a nearby Subway, and set off car alarms all down the block. Another hit one of the trees in the grassy area of the Square and the entire tree went up in flames.

The members of the Coven below were trying to unload and carry various bits of supplies from the van. When one blast hit particularly close, sending up a fountain of pulverized sidewalk, Jeff yelled, "Run!"

Andrew ran around the corner of the nearest building, Dawn following him. Each carried a box. Following behind them, Skye carried a fairly large urn, and Hope nervously fingered the small cross she was carrying around her neck. Cut To: Ext. Above Public Square – Same Time

Jocelyn and Willow circled each other, moving and dodging, forty floors above Public Square. Jocelyn made a slashing motion with her arm, and a huge wound appeared suddenly on Willow's abdomen, as if she had been cut with a broadsword. Willow cried out briefly, but then the wound healed itself and she righted.

"You are out of your league, little girl," Willow's voice boomed unnaturally. "I have love. From my family, from my friends. Soon, from my own children. What do you have?"

"I'll show you," Jocelyn told her. She flew forward, grabbing Willow and sending them both plummeting towards the Soldier's and Sailor's Monument.

Cut To: Int. Terminal Tower – Same Time

The doors of the elevator slowly opened to show Faith had pried them apart. She balanced for a moment until she was sure of her footing and hopped into the vacant hallway, falling to her knees.

Rising and getting her gun situated over her shoulder she marched toward the door that read 'stairs' and a huge red 'level four'. When she got to the door her fingers moved over a building diagram located to the right. The last floor listed was fifty-two.

"You've got to be kidding me," she sighed in frustration.

Faith took a deep breath and slowly released it before opening the door to the staircase to make her ascent.

Cut To: Ext. Public Square – Same Time

"They're coming this way," Grace shouted. She grabbed Rowena and pulled her behind the Council van.

Jocelyn let go of Willow just as the two of them neared the statue-topped monument. Willow slammed into the "Goddess of Liberty" statue at the top. The statue of a woman carrying a sword fell, tumbling to the sidewalk below. Willow grasped the edge, hanging, as Jocelyn floated lightly down to land where the statue had been.

"We have to help Willow," Rowena said, but Grace held her fast. "Look at us," Grace told her in a stage whisper. "We're a pregnant lady and a big nerd. What the hell are we going to do?"

Willow released her grip on the monument and flew up, attempting to land next to Jocelyn. However, Jocelyn repelled each attempt with a magical blow.

"Speaking of love…" Jocelyn said. She turned and flicked a wrist. The Council van flew thirty feet and landed on top of a parked bus, rather thoroughly destroying both vehicles. Standing in its wake were a surprised Grace and Rowena, clinging to each other. Mia grabbed Sanger and scrambled for cover since they had been standing only a few yards from the bus.

"How's the twins, Ro?" Jocelyn asked. "I hear you're –"

That was all Jocelyn got out before Willow landed behind her, grabbed her, and spun her around.

"No," was all Willow said.

The two witches reached for each other, and there was a blinding white flash of light. Standing in the street, Rowena and Grace shielded their eyes. So did Sanger and Mia, trying to get to their feet.

When the light faded, Jocelyn was flying wildly through the air. She crashed through the windows of the BP Building, several floors above street level. Willow watched this, expressionless, for a brief moment before giving pursuit.

Cut To: Int. BP Building – Continuous

As Jocelyn flew across the immense atrium of the BP building, a strange, confused look crossed her dark eyes. She glanced below her, as everything moved in slow motion.

The necklace, with the rough black stone and its simple chain, were no longer around her neck. They were falling. Jocelyn reached out, grasping for the chain, but she came up empty. It fell away from her and toward the floor below. Then she was slamming through another window, this time going out the other side of the building.

A janitor, hiding behind a potted plant, watched as the stone clattered to the floor. Cut To: Ext. Outside BP Building – Same Time

Jocelyn fell down the far side of the building, the street coming up fast. She shouted "Preventatum!" and the glowing strands of an ethereal net appeared across the pavement below her. Jocelyn bounced once in her net, then came down on her feet.

She turned to find Andrew, Dawn, Skye, Jeff, and Hope putting the last grains of sand on a pentagram. Simultaneously, they all stopped and stared at her.

"Uh…hi!" Andrew waved awkwardly, sand flying from his hand, which he quickly tried to hide.

Jocelyn's hair and eyes were still black, the veins still prominent on her face. She seemed unphased by the loss of her necklace. "I know you're still here. Which one of them am I supposed to kill first?"

The coven members looked at each other with confusion. Unnoticed by everyone, Hope dropped to her knees and clasped her hands. "Gloria Dei in Excelsis…" she began under her breath.

Jeff held up a hand and a mystical shield appeared in front of him. "Get behind –" he said, but before he could even get a sentence out Jocelyn snapped her fingers. The shield shattered like glass, tinkling as it fell to the pavement.

Jocelyn reached forward and grasped Jeff around the neck, easily lifting him off the pavement. "Oh, Jeff. I see you've got a girlfriend now. Guess you decided to settle when you couldn't get in my pants." Jeff choked, clawing at Jocelyn's hand.

"Get off of him," Skye said. She tried to punch Jocelyn, but a wave of the witch's free hand sent Skye flying into the building behind her. Skye shook her head, trying to clear it. "Did I just say what I think I said?" she asked in disbelief.

"Tell me again how your mother died, Jeff," Jocelyn said. "It might give me some ideas." Slowly she began to grin. "Oh yes, I remember…snapped neck."

Suddenly Jocelyn's hand jerked away from Jeff, and he fell to the ground.

"What –" she said as she floated off the street. Glowing white bands fastened themselves around her wrists, ankles, and waist. Jocelyn struggled to free herself, but found she was trapped.

"I didn't do it," Dawn gaped. She turned to Andrew. "Did you do it?" Andrew shook his head.

Slowly, everyone turned to look at Hope, who was just getting up from her knees, and Willow, who was floating down from the broken window behind her.

"You stopped the bitchmaster general by praying?" Skye asked in disbelief.

"Not exactly praying," Hope said. She turned back to Willow. "I told you magic and Catholicism could mix."

"That's my girl," Jeff croaked before starting to cough.

Willow grinned and then noticed that Skye was standing in the sunlight. She pointed at her with a confused expression, but said nothing.

"Don't ask," Skye said. "I have no idea why I'm not a campfire marshmallow right now."

"Uh," Willow shrugged.

Fade To: Ext. Public Square – Same Time

Emergency crews ran around as Willow tried to work her way back to where Rowena was waiting. Grace quietly excused herself, walking over to Mia and Sanger. When Willow finally reached her the two of them embraced.

"It's over for now," Willow told her as she stroked the back of Rowena's head protectively.

Rowena smiled. "You were phenomenal. I've never been more proud," she whispered into her ear. A huge smile appeared on Willow's face, and her hair slowly faded from white back to red.

Willow shook her head as she pulled back from Rowena. "I thought I was going to go dark. I was certain of it…but when Xander told me about Liz…I reached as far into my magics as I could go a-and I-I was fine."

"It's what I've been saying all along," Rowena offered. "You know who you are and you know what's important. But we all get a little scared sometimes if we look deep down into who we are. But I knew what you'd find – someone who, at her very core, is selfless, caring and brave." "Selfless, caring and brave, huh?" Willow scoffed. "Rowena…lately…"

"You're having second thoughts about everything," Rowena told her. Willow looked surprised. "You're wondering if we got married too soon. You're doubting whether you're ready to be a mom. Am I getting warm?" Willow looked away with a guilty expression, but Rowena turned her back to face her. "Part of being responsible is being scared sometimes," she told her. "There are times I'm scared as hell about where we're heading."

"But you seem so carefree about all this," Willow told her.

"I'm happy, not carefree, and at times I'm scared too. Think about it – two defenseless people where our actions, or inactions, mold and shape who they become…Saving the world…" she said as she motioned to the destruction and the clean-up crews around them, "that seems easy by comparison."

"So it's not just me then?" Willow asked.

Rowena smiled and pulled Willow into a kiss before answering, "No, but having you on the adventure with me, knowing that I can talk to you like this, it makes me feel more secure."

Willow began to grin. "Me too."

Rowena smiled and took Willow by the hand, leading her over to Mia, Grace and Sanger.

Cut To: Ext. Terminal Tower – Observation Deck – Same Time

Faith burst through the Observation Deck door, magic gun at the ready. She crept around, looking for any sign of Jocelyn or Willow. Not seeing them in the air, she looked down over the edge in time to see Rowena and Willow talking to each other and then kissing before casually walking away.

She let out a frustrated sigh. "Would it kill 'em to use the radio to let me know when the danger's over?"

Kicking a large piece of the broken concrete out of her path, Faith went back inside.

Cut To: Ext. Outside BP Building – Moments Later

Willow, Rowena, Mia, and Grace rounded the corner to see Jocelyn still hanging in mid- air, caught in Hope's binding field. "So…what do we do with her?" Mia asked, jerking her head in Jocelyn's direction.

"I think she's unconscious," Andrew reported, "but her eyes are still open. It's really creepy."

As if on cue, Jocelyn screamed. Everyone took a step back, but the bonds held. She snapped her head around to look directly at Willow.

"Why didn't you kill me?" Jocelyn asked. "I can still feel it. It won't stop until you're all –" She cut herself off with another scream, thrashing as hard as she could, her face contorted in pain. After several seconds of this, she lapsed back into her state of waking unconsciousness.

Willow sighed and turned to Grace. "Can I borrow your phone?"

"Sure," Grace said, and she handed over her cell phone.

Willow dialed a number and put the phone to her ear. "Hi, Althenea? Did I wake you?" she said after waiting for the line to get picked up on the other end. "Sorry…Yeah, she's good, we're both good. Look, I actually called because I've got a job for you. And before you say yes, it won't be easy."

Cut To: Int. Watchers Council – Lobby – Day

Giles walked forward to speak to Willow, who was just coming through the Council's front door with Rowena.

"I'm honestly not sure what to say," he told her. "Thank you would not seem to suffice."

"Liz okay?" Willow asked.

Giles grinned and nodded. "Yes, the x-rays showed no broken bones. She's with Dr. Miller now but, if not for you girls, she wouldn't be. So again, thank you."

Rowena looked on proudly while Willow gestured dismissively. "Pshaw. It was nothing. And anyway, we never coulda done it without all the help you've given us, so…forget about it."

Giles smiled and put his arm around her as they walked deeper into the lobby, Rowena following closely behind them. By the reception desk, Sanger was speaking to Buffy.

"I must say, I'm impressed," Sanger said. "The Council effectively neutralized a major magical threat despite the possible personal nature of the enemy."

"Thanks, I guess," Buffy told her. "I'm not happy with how many people died, though. Or the damage."

"Hardly your fault," Sanger assured her. "The structural damages will be addressed immediately, with the property owners. We'll also begin settlements for anyone hurt or killed as a result of O'Hara's devastation."

"You…you can do that?" Buffy asked, a bit in awe.

Sanger gave her a grin. "As I said, Ms. Summers, my initial report to the Committee will be very positive."

"So…we'll see you around then?" Buffy asked.

"Oh, definitely," Sanger replied. The two of them shook hands, then Sanger turned and walked towards the front door. A small smile spread across Buffy's face.

Cut To: Int. Watchers Council – Infirmary – Later

Kennedy blinked a few times, then opened her eyes. She saw Kadin's blurry face leaning over her.

"Where am I?" Kennedy asked. "Is it still Wednesday?"

"You gave us a big scare," Kadin told her, squeezing her hand.

"Guess that means I'm not dead." Kennedy managed a grin. "That's a good sign."

"Yeah, glad you think so," Kadin agreed. The two of them laughed together.

Cut To: Int. Watchers Council – Senior Watchers' Lounge – Later

Xander sat with Robin, animatedly discussing the sporting event being previewed by the newscaster on the TV. "No, see, it's not like that, because the Browns have got Brady Quinn now." Robin scoffed. "No way some kid from Notre Dame beats a team like San Diego. Shawne Merriman will take off his –"

They both turned their heads at the sound of someone clearing their throat. Lori was standing behind the couch.

"Xander, I…" she hesitated. "After what happened…I'm glad you're okay."

Xander regarded her for a moment. "Well…I'm glad you're okay."

Robin looked between the two of them, very confused.

"Well, that's good." Lori waited for a long, awkward beat, obviously unsure of what to do with her hands. Then she pointed over her shoulder. "I, uh…"

"Yeah," Xander agreed. He watched as Lori hobbled out of the room with her cane.

"What was that?" Robin asked.

For a moment, Xander stared at the door Lori had left through, then shook his head and turned back to Robin.

"No idea. Who knows with her, y'know? She's kinda off, if you know what I mean."

Cut To: Int. Babies R Us – Night

Rowena peered into a white, wooden crib. "I like this one."

Willow popped her head over the crib, as well.

"Really? It's kinda…traditional." The two of them were in the middle of a large store department, surrounded by dozens of cribs. "In fact, they're all pretty traditional," Willow added.

"You haven't liked any of the ones we've looked at so far?"

"Not really," Willow replied. "It's just…it has to be perfect. A-and these all seem so… factory direct to you," she ended sounding like an advertisement. Rowena grinned. "Then what are we going to do?" Rowena said, "Make one?"

Willow held up her finger. She reached into her pocket and pulled out her cell phone. She pushed a button and put it to her ear. "Hey Xan, I don't know much about woodworking or design but how'd you like to work on a project together?"

Rowena smiled.

Cut To: Ext. Cleveland Street – Night

Rain poured on a hunched figure as it scrambled along the sidewalk. The hood of its sweater hung low over its face, and it carried something tucked in its arms.

A police car slowed down and a cop with a moustache poked his head out the window.

"You need a lift?" he called through the rain.

The figure turned to face the officer, pulling back its hood. It was the janitor from the BP Building.

"No, I'm fine," the janitor said.

"You sure?" the policeman asked. "This is a helluva storm."

"I'm sure," the janitor replied. He put his hood back up and walked on. The policeman shrugged and ducked back inside his car.

"You're right," the janitor whispered, as he hurried up the street. "Magic no longer carries the weight it once did. In today's world, it is other forms of power that…yes. I can take you to someone with real power."

The janitor looked down at the rough black stone he held in his hand. "I know exactly who you want."

Fade to Black

End of Past Present Future

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