Act 1




Also Starring:

Felicia Day as Vi, Stephanie March as Bonnie, Carly Schroeder as Marsha, Lindsay Felton as Skye, Thora Birch as Tracey, Norika Fujiwara as Mia and Elijah Wood as Jeff.

Guest Starring:

Jennifer Connelly as Althenea and Rob Nagle as Robson


Fade In:
Cleveland City Street – Night

The police and fire fighters kept the small crowd back as Willow and Marsha weaved their way through the tide.

Marsha spoke casually to one of the officers, “Let me take a guess,” she said with a nod toward the building. “Another flood?”

The officer did a double take of recognition at the small lapel pin with the Watchers Council logo on it. “Yeah, but it’s under control,” he told her. “Move it along people,” he added to the crowd. “We need to get the clean-up crew in here.”

Marsha walked a few paces toward Willow, who stood waiting toward the back of the onlookers.

“Well?” the watcher prompted once her slayer was at her side.

“Same ole, same ole,” Marsha shrugged. “Third flood in as many nights. At least a random flooder isn’t as bad as a random arsonist, I guess. Doesn’t seem to be demon related.”

Willow quickly shot Marsha a “be quiet” look and the slayer grimaced. “Sorry. I spend too much time at the Council and not with normal people.”

“Just the opposite, you’re not in the swing of things yet after going home for summer. But I’m sure you’ll be back in top form soon enough, all secret-y again.”

“Yeah, about that, I…kinda didn’t go home.”

“What? You’re joking, right?” Willow exclaimed.

Marsha shrugged. “I figured I’d travel. See the country for a while.”

“You’re fourteen years old, Marsha.”

“I had two choices. I could do some sightseeing or I could watch Dad drink a case of beer each day while Mom found inventive new ways to beat me with household items. Hitching from truck stop to truck stop was safer, believe me. Besides, I’ve got slayer strength. No one messed with me.”

Willow stopped walking and turned to Marsha with a shocked expression. “Why didn’t you tell me this?”

“It’s no big deal,” Marsha answered.

“Marsha, I never would have suggested you go home if I knew that stuff was going on. I thought you might want to see your family, especially after everything that happened here.”

“I know, but where was I going to go? Everyone was leaving to go home.”

“You could have stayed. I would have looked after you,” Willow said.

“You had your own stuff to deal with,” Marsha told her. “Coven work, looking after Jeff and planning course work with Giles because we’re a watcher  light since…” Marsha cringed and trailed off. Willow looked away briefly before turning to face her again. “I was fine, okay?” the slayer added.

“Regardless,” Willow began, “a watcher’s job is to help her slayer, not just battling monsters, but everything. Next summer, promise you’ll stay.”

“I don’t want to get in the way,” Marsha answered as she started to walk again.

Willow followed, but pressed her point. “Promise me,” she insisted again.

“I’ll promise to think about it, alright?”

Willow closed her eyes and rubbed her temples. “Oh, pig-headed slayers,” she muttered.

Marsha gave Willow a poke to the ribs. “Gotta love us, huh?”

Willow snorted and put her arm around Marsha’s shoulder. “I suppose so…let’s call it a night, whadda ya say?”

“Sure. Midnight ice cream fest?”

“You’re on.” Willow smiled.

Fade In:
Watchers Council – Slayer Dorm Hallway – Night

Willow knocked on the door and listened closer to the sound of confusion on the other side. “Dawn?” she called out.

“Yeah, coming.”

After a few more seconds of waiting, Willow watched as Dawn briskly opened the door. “Yeah?” the teenager asked, short of breath.

“Can I come in?” Willow asked.

“Oh yeah, sure, sorry,” Dawn said, opening the door wider. “What did you need?” she asked as Willow walked inside.

“There was another flood tonight. It might just be some human getting his jollies through water destruction, but this is a Hellmouth, after all. I wanted to see if you could do a little research on it tomorrow morning. Just see if anything comes up that we might want to look into further.”

“No problem,” Dawn answered.

Willow nodded, but instead of leaving, she strolled to the closet door behind Dawn and opened it.

“Don’t you think it’s time you came out of the closet?” Willow quipped.

Guiltily, Skye slunk outside, still in the process of buttoning up her shirt. Willow turned to Dawn, but before Willow could say anything, Dawn spoke.

“I’m not a kid anymore.”

Willow held up a finger. “I realize that, but when you decided to live here you agreed to our rules, which included no sex until you were a legal adult.”

“If you want to get technical, I’m only four.”

“So you’d like to wait another fourteen years? Fine by me.” Willow challenged.

“No, I’m just saying, I’m older than I appear, is all. And I’m older than when you and Buffy started having sex. Well, not together, not that I know about.” Dawn giggled, but Willow didn’t seem amused. “Besides, Skye and I have already –”

Willow’s finger went up again. “I don’t want details here. And this isn’t about your sister or me. It’s about you. And if Skye can’t handle living here, then maybe she should be in the freshman dorms at the college campus. Is that what you want?” Willow asked, turning to address Skye.

“No,” Skye muttered.

“Didn’t think so,” Willow said.

“But it’s just so hard,” Skye added. “She’s so sexy.”

Dawn smiled while Willow flinched and held up her hand again. “I’m officially begging now, no details. Just cool things down. Take a cold shower,” she told her. She paused and in afterthought added, “Just not together.”

“Bet you and Tara showered at the dorms,” Dawn mumbled.

“And I was older, too,” Willow pointed out. “I know you hate this rule, but I promised Buffy I’d look after you and make sure you followed her house rules. So please, just calm the hormones a little while longer so I can keep my word, okay? Please Dawn? If not for Buffy’s sake, will you do it for me?”

“I’ll try,” Dawn replied sincerely.

“I don’t want you to try. I need you to do it…or not do it as the case may be…” Willow told her, with a pained expression on her face. Dawn gave a slight chuckle. “What?” the witch asked.

“If you wore glasses, you’d be polishing them right about now.”

Skye chuckled too, and Willow began to leave the room, taking Skye with her by the arm.

“Time for bed,” the witch told them. “Lights out.”

Cut To:
Watchers Council – Slayer Dorm Kitchen Area – Moments Later

Willow walked inside the kitchen to see Becca sitting next to Marsha. The older blonde woman held the spoon up to her mouth and looked guilty.

“You’re late,” Marsha told the witch. “Becca’s taking care of yours.”

“How thoughtful.” Willow smirked.

“I didn’t eat much,” Becca said, offering the sundae cup to Willow.

The redhead simply smiled and shook her head. “Nah, that’s okay. Go ahead and finish. I had to go hose down the lovebirds.”

Becca smiled and shook her head. “You’re fighting a losing battle, dear.”

“Don’t I know it,” Willow remarked as she grabbed a water bottle from the refrigerator and made her way over. “What are you doing down here? Not that I’m complaining.”

“Rupert didn’t have milk, so I came down to steal some, but Marsha made me an offer I couldn’t refuse,” she said. holding up her spoon and taking a bite.

“There you are.” All three of them turned to see Giles enter the kitchen.

“I was tempted by the fruit of another,” Becca told him. “Want some?”

He grinned and took a seat next to Willow. He leaned over to the offered spoon and took the ice cream as he and Becca gazed at each other.

Willow snorted. “Should I break out the hose again?” she asked.

Marsha chuckled lightly. “Yeah, lots of hoses working tonight obviously,” the young slayer added, before stuffing her own mouth with a spoonful of vanilla and hot fudge.

Giles tried to ignore the remark as Becca nearly choked on her sundae.

“Give a woman ice cream and she’ll follow you anywhere,” Giles teased. Becca crinkled her nose and gave him a wink.

“So that’s how you won her over? I was curious,” Willow said playfully, slapping his arm.

“With age comes wisdom,” he told her. “I’ve learned a thing or two about women in the last thirty years.”

“I think we’ve got a new class for next semester,” Willow remarked. “‘Rupert Giles – Scoring with Chicks 101.’ What the hell? Sign me up. I’m sure Xander won’t mind either.” The table gave her a friendly smile. “I’m gonna call it a night guys.”

“For what it’s worth, I don’t think you need a class, Will,” Becca offered to Willow’s retreating form.

Willow turned, giving her a melancholy grin. “I know. I just gotta learn to pick the right chicks. Night, guys.”

“Night,” they all answered.

Fade In:
Watchers Council – Conference Room – Day

Robin, Faith, Kennedy, Dawn and Xander sat around the large table, while Andrew served coffee to the group.

“So, how’s Willow doing lately?” Robin asked Xander in a quiet tone.

“Better. She no longer listens to Meatloaf’s Two Outta Three Ain’t Bad twenty hours a day – over and over and over again.”

“That might change after Slick’s roaring rendition of Journey’s Lovin’, Touchin’, Squeezin’ in front of her the other day,” Faith said. She threw a napkin at her fellow slayer seated across from her.

“I didn’t mean anything by it! I just heard it on the radio and it was stuck in my head,” Kennedy replied defensively.

“Yeah, but did you have to take such delight in the ‘Now it’s your turn girl to cry’ part of the song? That little nah-nah-nah dance you were doing at the end was the clincher.”

“I apologized later.” Kennedy hid her face behind her hand, under the pretense of rubbing her forehead.

Robin tried not to grin and shook his head. “Well, aside from being tortured by ’70s music, has Willow even heard from her?”

Dawn shook her head. “No, every time Rowena’s called she’s asked for Giles.”

“That’s cold,” Robin said.

“That’s what happens when you date an ice queen,” Faith said as she looked into her coffee mug. “Hey Andy, I got the wrong cup,” she motioned.

He looked over her shoulder. “Oh, sorry. Forgot. You like your coffee like you like your men.”

Robin shook his head and Faith laughed. “That’s a pretty good one Andy. But yeah, black, hot and tasty.” Faith wiggled her eyebrows from across the table in Robin’s direction and bashfully he looked away. “He’s blushing right now but you can’t tell,” Faith said, leaning toward Kennedy.

Kennedy just shook her head in amusement. “Make sure you get your flirting in now before Willow and Giles get here. Don’t want to inadvertently offend her.”

“Right. I’ll just leave that to you,” Faith said, reaching over and patting her on the shoulder.

“Speaking of which,” Xander said, looking at his watch. “Where are they?”

Cut To:
Watchers Council – Infirmary – Same Time

Willow and Giles stood at the foot of Lily Lindquist’s bed with Dr. Miller. “Anyway, we thought we would inform you first,” the doctor told them.

“Yes, thank you,” Giles answered.

The doctor nodded and began to walk away.

“I’ll talk to Jeff,” Willow said, looking over at the bed. “Go ahead and start the meeting.”

“Are you sure?” Giles asked.

“Yeah, go ahead. I’ll touch base later.”

Willow watched Giles nod and walk from the room, then left in the opposite direction.

Cut To:
Watchers Council – Staff Quarters Hallway – Moments Later

Jeff opened the door of his apartment to find his mentor standing there. The slight grin on his face began to fall. “It’s bad, isn’t it?” he asked.

Willow nodded and asked, “Can I come in?”

Jeff opened the door wider and Willow walked inside, closing it behind her.

Cut To:
Watchers Council-  Conference Room – Same Time

Giles walked into the room with a heavy sigh.

“Hey! Look who decided to show up today. Forgot to set the old alarm clock?” Xander teased.

Giles didn’t say anything at first and put the folder he was holding down on the table.

“What’s wrong?” Faith asked, picking up on Giles’s somber mood.

“Dr. Miller contacted Willow and I. Jeff’s mother died about a half hour ago.” An echo of disappointment and grief went around the table. “Willow is with him right now, so she won’t be attending the meeting this morning.”

“I’m sorry, Giles,” Xander apologized. “Talk about open mouth, insert foot. I didn’t know –”

“That’s quite all right. You had no way of knowing. We just found out ourselves.”

“So, now what?” Kennedy asked.

“What do you mean?” Giles asked.

“I mean, Jeff. His father is beyond absentee, so does that mean the state is gonna haul him away now?”

Giles looked unsure. “We’ll just see to the arrangements for the moment. The rest we can figure out later.”

Fade In:
London Pub – Late Afternoon

Althenea looked around the darkened pub. She did a double take when she saw the dark-haired woman at the bar. Rowena sat alone, smoking a cigarette with a beer in front of her. Althenea paused for a moment, taking in the watcher’s haggard appearance, before she made her way across the room and took a seat next to her.

“Blimey,” Al said, shaking her head. “I didn’t recognize you when I walked in. You look like death.”

“Nice to see you too, Al,” Rowena answered before taking a hit on her cigarette. “And to what do I owe this visit?” she added, as she exhaled the smoke.

“Robson contacted me. Said you might be at this charming dwelling, since you seem to enjoy dark and dank lately.”

“He did, eh?” Rowena took a drink of her lager without looking in Althenea’s direction.

“He also told me you’ve been finished for over a month, yet you’re still here, driving him insane. He begged me to get you to leave.” Althenea wore a teasing grin but Rowena showed no reaction. Giving up on trying to make Rowena smile, she continued. “So I have to wonder. What’re you so afraid of in Cleveland?”

Rowena took another puff and flicked her cigarette against the ashtray in front of her. “Nothing.”

Althenea gave her a knowing smile. “Come now. Nothing?”

“Would you just drop it?” Rowena begged.

The bartender walked over to the pair. “Can I get you something, Luv?” he asked Althenea.

“One of those,” she answered, pointing to Rowena’s pint glass. As he walked away, she turned back to Rowena. “Have you talked to her since we spoke? And before you say it, don’t ask who.”

Rowena finally gave a slight grin and took another hit, blowing out the smoke. “No, I haven’t.”

“You promised me you would call.” Althenea nodded her thanks to the bartender as he set the drink down.

“And I will. I just didn’t promise when,” Rowena responded. She raised the cigarette again to her lips, but Althenea grabbed it and crushed it out in the ashtray. “Hey! Those aren’t cheap, you know!”

“Look at you,” Althenea said, disgusted, obviously done with the casual facade between them. “You’re a mess. How long has it been since you quit?” she asked, pointing to the ashtray.

“About five seconds,” Rowena answered flippantly, without looking Althenea’s way.

“You know what I mean. You packed off for nearly five years. Now look at you, back to your old habits again.”

“Smoking is an addiction, not a habit,” Rowena corrected with a raised finger. “And I will be an addict my entire life.” She reached for her cigarette case, but Althenea grabbed it first.

“No,” the witch said firmly. “You pack off again and sober up.”

“I’m not drunk now!” Rowena argued.

Althenea ignored the statement and continued. “And for god’s sake, get a trim and dye your hair.” She picked up some of Rowena’s long, unkempt dark locks. “I mean honestly, how long’s it been since you’ve taken care of yourself?”

“I’m still here aren’t I? I can’t be doing that bad.”

“Are you here? Really?” Althenea pushed. “Because the woman I’m looking at right now isn’t the self-respecting watcher I’ve come to know. She’s also just the shadow of my friend…and that scares me, Rowena. Robson called because he was worried, and now I see he was right to be. Why on earth didn’t you call me?”

“For what? What can you possibly do to make me feel better? Cast a spell? Do you think that you could erase my memories while you’re at it? Oh, here’s an idea! Why don’t you turn back time to when I first got here so I could call Willow then, you know, back when it might have meant something?”

“Don’t get cheeky with me,” Althenea replied.

“Open your eyes a little wider, Al. This is the reason why love is a terrible idea. Look at me,” she said sarcastically. She gestured to herself with a wave of her hand from top to bottom. “Now, do you honestly think me getting any more attached to someone is healthy?”

“This isn’t attachment,” Althenea countered. “This is denying yourself love.”

A small silence passed between them. “It doesn’t matter anyway,” Rowena said, defeated. “It’s been four months, I’m sure she’s moved on with her life.”

“Oh yes, because obviously you have, right?”

“God! You’re such a pain in the ass!” Rowena said in a heated whisper, trying and failing to keep her voice down.

“To be honest, my bum is aching now, too. But you, my friend, are worth it.”

Rowena reached into her pocket and threw a five-pound note on the table. “Just leave me alone,” Rowena muttered as she slipped from the barstool.

“It’s not too late, you know.” Althenea called out.

Rowena stopped and looked at the door before she turned around. She walked a few paces back toward the bar. “Tell me something, Al…”

“What?” the witch asked, irritated.

Rowena gave her a sarcastic smile. “Is Willow any good in bed? I’ll never know, so I’m relying on your expertise here.”

The watcher spoke the words in such a fashion that it was clear that Rowena was either trying to shock Althenea or pick a fight. Instead of looking upset, Althenea tossed some money on the bar, too, and left her stool. She walked over until she was only a few feet away from the watcher.

“Willow is a wonderfully compassionate and attentive lover. She would be very aware of your emotions and help you through any difficulty that might arise.” Althenea let a mischievous twinkle enter her eyes. “And when you are ready, she can become amazingly passionate. In fact, I could easily become jealous of you.”


“Because she shared her body and her friendship with me. With you, she would share her soul.”

“Maybe, but she deserves more.”

Althenea reached up and cupped Rowena’s cheek in her palm. “Oh, sweetheart. I’ve seen the way she looks at you. She adores you.”

“Then yeah, but now…”

“She’ll be mad…but she’ll get over it. Just be honest with her, and if you can’t be the one to tell her how you feel, why you left, then have someone else do it – myself, a friend in Cleveland – just…don’t walk away from this one, Rowena. If you do, you’ll regret it every day for the rest of your life.”

Rowena swallowed hard and sniffed noticeably, as if she might cry. “I don’t even know where to start,” she admitted in a timid voice.

Althenea gave her a smile. “Believe it or not, you just did…now let’s see if we can’t keep making a few steps forward, shall we?”

Rowena nodded and Althenea put her arm around the watcher as the two of them left the pub.

Fade In:
Watchers Council – Lindquist Apartment – Day

“What happens now?”

Jeff’s broken voice overshadowed the ticking of the mantle clock for just a moment. Willow licked her lips nervously. “First, we’ll need to make some decisions – burial, things like that.”

Jeff sat across from Willow on the sofa with his jaw clenched. “Why didn’t the healing spell work? She started to get better, remember? The doctor said they saw signs of improvement.”

“It was her time, Jeff,” Willow answered in a soft voice.

Willow watched as Jeff stood up and began to pace. She too rose from the chair she was in. “If I’ve got so much power why can’t I save the people I love?” Jeff exclaimed.

Willow took a deep breath. “Sometimes you just can’t, no matter how powerful you are or how much you love them. Fate plays its role.”

“Oh yeah, well, I don’t believe in fate.”

With that, Jeff stormed from the apartment, slamming the door behind him. Willow tried to call out to him, but he was already gone. She paused a few moments, as if to regroup, before she headed off after him.

Cut To:
Watchers Council – Lobby – Moments Later

Willow looked around the lobby at the bustle of the morning rush. Her eyes searched through a small tide of slayers and watchers alike. Try as she might, she wasn’t able to spot Jeff, but she did see Andrew wheeling a cart toward the service elevator.

“Andrew!” Willow called out over the noise, which made him turn around.

“I just saw Jeff,” he told her. “Is he okay? He looked kind of upset.”

“Didn’t Giles tell you guys?”

“He wasn’t there when I brought up the coffee.”

“Lily died this morning.” Andrew’s face registered shock, mixed with sorrow. “Did you see what direction Jeff went?” Willow continued.

“Oh, ah, left,” Andrew said as he pointed. “Do you want me to come along and help look for him?”

“That’s not a bad idea,” she said.

Andrew walked over to the communication station and pressed the intercom. “Tracey, are you there?”

“Yep,” she answered.

“Can you come to the service elevator and take a cart upstairs? We need to get breakfast up to the conference room, but I have to leave with Willow.”

“I’m on it.”

“Thanks.” Andrew turned to Willow and they began to make their way to the door. “He couldn’t have gotten too far,” he said.

As the pair walked briskly to the front door, Bonnie stumbled inside. She searched the room and immediately picked Willow and Andrew out of the crowd and headed in their direction.

“You have to give me sanctuary,” she told them as they approached.

“Sanctuary?” Willow asked. “Do I look like Quasimodo?”

“Please, I need your help,” Bonnie begged.

“You want us to help you?” Willow asked, indignant.

Bonnie nodded enthusiastically.

“Do what? Destroy all life as we know it? Come on, Andrew,” Willow said, motioning him around the agent.

“No, listen,” Bonnie insisted, making them stop again. Both of them turned around, obviously frustrated. “I can help. I have information on the Presidium. I’ve got connections in this town.”

“The Presidium threat is over,” Willow told her.

Bonnie shook her head fiercely. “You’re wrong. It’s just begun.”

Willow and Andrew looked at each other with unsure expressions.

Black Out


End of Act One

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