Act 1




Norika Fujiwara as Mia, Felicia Day as Vi, Laura Prepon as Lori, Elijah Wood as Jeff and Lindsay Felton as Skye

Guest Starring:

Jennifer Connelly as Althenea Dimmons and Brad Dourif as Brell


Fade In:


Watchers Council – Dining Room – Next Day


“Ah,” said Xander, “the drink of…well, pale-faced British people.”

Giles glanced up from the teapot in his hand, barely lifting an eyebrow. “As I was saying,” he continued, finishing pouring a cup of tea, “reports from Europe are very encouraging indeed. The end of the elder vampire Baba Yaga, for example, was most impressive.”

“Baba What-ah?”

“Baba Yaga.” Giles said the name distinctly, slowly and with slight annoyance.

“She’s a figure from Russian folktales,” offered Robin, seated on the other side of Willow from Giles. “A magical crone.”

“A very old vampire,” added Rowena, from Xander’s right. “She and Kakistos were lovers during the Thirty Years War. Oh, and may I have some tea?”

“Certainly,” said Giles. He poured her a cup. “You’re pale enough, I think.”

“Okay, Kakistos,” Xander said. “I think I remember that name…”

“I know I sure as hell do,” said Faith, stuffing an English muffin in her mouth. She was seated to Xander’s left, across from Robin.

“Ohhh,” Xander said with a flash of recognition. “That Kakistos.” He turned to Faith with a look of apology. “Sorry.”

“No sweat, Xan,” she told him. “With as many demon names we’ve thrown around over the years, even I lose track of ’em sometimes.”

All of them meanwhile continued serving themselves from the various dishes laid out before them. These included a small hill of scrambled eggs, a minor mountain of hash browns, towers of toast and english muffins and a spiral mound of bacon.

“Anyway,” Giles noted as he moved along, “the European branch has marshaled all its resources into the dream attack. Althenea reports that the mystic defense perimeter seems to be working. And on a quite separate note, I would like to congratulate Willow, and you, Rowena. On how far you’ve come.”

Rowena choked on her tea.

“You okay?” said Xander, handing her his napkin.

Doin’ just fine,” she wheezed. “Went down the wrong pipe.”

“Well, I simply wanted to note that the two of you have demonstrated real maturity,” continued Giles. “The situation between you could easily have led to destructive patterns, from power games to petty jealousies to elaborate deceptions while pretending to be friendly colleagues. That you have behaved with such honesty a-and courage, as well as genuine wisdom, does both of you very great credit. The fact that you’re helping Willow at this difficult time Rowena, w-with recent events, I am…well…I’m terribly proud of you both.”

The silence that followed seemed to last longer than any clock said it did. Willow and Rowena looked at each other. Rowena looked away first. Finally, the quiet was broken by Xander saying, “Very true. And if you need any of us, Will

“I know. Thanks,” murmured Willow, cutting him short.

“Might I be excused?” asked Rowena after another moment. She was already getting up out of her chair. “There’s a patrol due back any moment, and they really need to be debriefed. Besides, Faith drew up a new training schedule, and they all need to be informed.” She looked uncomfortable.

“Of course,” said Giles. “Why don’t you take your tea with you?”

“Um…no. Thank you.”

Rowena slipped out of the room quickly and quietly.

“She’s a little more relaxed than you, Giles,” muttered Faith, “but not by much.”

Giles sniffed and sipped his own tea.

Cut To:


Watchers Council – Lobby – Day

Dawn and Skye sat next to one another, the latter poring through her book bag as watchers and slayers walked in various directions through the lobby, coming and going.

“I had it here, I’m sure…” Skye began.

“Hey, it’s okay, really,” Dawn assured her.

“No, I promised Willow I’d return the Malleus Malefecium today.”

“How was it?” Dawn asked.

“Awful. The guys who wrote it didn’t know squat about magic and even less about women, but on the bright side,” Skye said, in a cheery but sarcastic voice, “they hated both.”

Dawn gave her a broad grin. “Don’t sweat it. In fact, I’m not even sure Willow will remember you have it out. Haven’t you noticed how…well, distracted she’s been?”

“Maybe,” replied Skye, “a lot of stuff has been going on lately. The Presidium…Marsha…” she added with a touch of sadness.

“True, but I can’t help but think there’s more,” Dawn said in a pondering tone.

Skye stopped looking in her book bag and met Dawn’s eyes. “She’s still in love with Rowena.” It was not a question.

“Oh yeah,” said Dawn. “Bad. Keeps sneaking peeks at her when she thinks no one’s looking. The kind I used to aim at you way back in trig class. It’s a miracle I passed.”

That got a fond smile. “With my tutoring help, that is,” Skye told her.

“If I remember right, you didn’t always tutor me. At least not in trig,” Dawn said with a devious smile.

“True, and now that you mention it…I looked at you the same way, too,” she said softly.

Dawn stroked Skye’s cheek with one hand, “Not exactly the same. Willow, she looks harder, with more hurt, and, trust me ’cause I know, she’s mad.”

“How mad? Like furious?”

“No, as in resenting things a lot. Like a puppy dog, except more like a puppy wolf in some ways. Kinda like the way she used to treat Xander when he was going out with Cordelia.”

“Okay, which one was Cordelia?”

“Brunette, rhymes-with-hitch.”

“Okay. And her blonde friend?”

“Harmony. She’s a vampire. Chained me up once.” Skye blinked. “Not like that!”


That’s when the front door opened and a hooded figure, like a monk, entered. Both girls started to tense, until a blue hand reached up and pulled back the hood to reveal a familiar blue face and horns. He smiled.

“Hey, Brell!” Dawn greeted him.

“Hey to you, Dawn, and you, Skye.” He bowed slightly.

“Whatcha up to?”

“Brell need to see watchers. New demon in city. Never see before. Maybe nothing. Maybe dangerous. Let watchers know.”

“Sure, we’ll go find someone…” Dawn said as she stood, followed by Skye.

“Brell, can I ask a question?” said Skye, as the three of them headed up the lobby stairs.

“Please. Ask.”

“Do you get a lot of jokes about being horny?” She smiled innocently.

Brell looked confused and Dawn swatted her girlfriend.

“You don’t have to answer that,” Dawn told him, as scowling at Skye.

Cut To:


Watchers Council – Computer Room – Moments Later

Willow sat before a computer screen, calling up a program. Behind her, Dawn and Skye watched. Brell sat beside her, eyes on the monitor.

“I got this software from the FBI database,” Willow was saying. “It creates images by combining specific features.”

“Like a composite sketch,” said Skye.

“Yeah. Like that. Only, I’ve been adding lots of demonic features. Well, some. There’re so many, it’ll take a long time to build a full database. But you say this one looked mostly human?”

“Human shape, yes,” said Brell.

“Okay, then,” Willow clicked on the file folder titled ‘Head Shapes.’ “Which one of these,” she asked Brell, “looks right? Or near enough?”

Brell stared at over twenty general silhouettes on the screen. He pointed at one. Willow clicked on it, so now it filled the window to the right. Then she opened another folder.

“Next, the nose.” Willow frowned as a thought occurred to her. “Um, did it have a nose?”

“It have nose, yes.”

“Okay, then choose the one that’s closest to the nose you saw…”

He stared. So did Dawn, who even turned her head to one side. “Is that really a nose?”

Willow nodded. “Yep. And so is…that.”

Both Dawn and Skye leaned in closer. “Really?” asked Skye.

“More or less,” Willow said, uncomfortably. “That one is used not so much for breathing as for…well…spraying acid.”

“There’s a demon that has acid for snot?” Skye looked a little nauseated as she walked away, going to the water cooler.

“Actually…” Willow blushed. “…they use it as part of courtship, for the final act of…procreation.”

“Ew, and some more ew,” was Dawn’s reaction. Willow nodded in sympathy.

“Too much information,” muttered Skye as she returned to them.

“Here! That nose!” said Brell.

“Really? Gross,” Skye said, as she leaned in for a closer look.

“No, not that. That!” He pointed to a different image than the one the three young women had been discussing. They all relaxed just a little.

“Okay,” said Willow with a sigh. “Next up, the mouth.” She hesitated before opening the next file folder. As it came up on the screen, Skye and Dawn recoiled behind her. Surprisingly, this time, so did Brell.

“EW!” Even Brell joined in.

Willow sighed, shaking her head. “Wait’ll you see ears,” she warned.

Cut To:


Watchers Council – Hallway – Later

Vi and Mia followed Rowena, who headed for the library. “There’s a picture I want to show you,” the watcher was saying. “You tell me if that’s what you saw, okay?”

“So you’ve heard of these things?” asked Vi.

“Maybe,” was Rowena’s answer. “But I want to be sure.”

“It was wearing what looked like black leather robes,” said Mia, “but I don’t think wearing is the right word. They looked, um, sewed into its skin?”

“That would fit,” nodded Rowena. Vi groaned. “What?”

“That pun,” Vi answered.

“What pun?” Rowena remarked. She thought about what Vi said and then it hit her. “Ohh, sewed, fit. I get it. Sorry, I haven’t had much sleep lately. Willow’s been…Well, she’s not sleeping well either, after… Slayers aren’t the only ones a bit on edge when it comes to getting some shut eye.”

“I hear ya,” Vi answered.

Cut To:


Watchers Council – Library – Moments Later

The two slayers followed the watcher into the library, where they found Willow, Dawn, Skye, and Brell flipping through an impressive assortment of books, each comparing the illustrations to one of several copies of a printout scattered across the table among still more books.

Rowena stopped dead upon seeing them. “Oh. Hello.”

Willow looked up. “Hi.”

Vi spoke up, breaking the short silence that followed. “Hi, Brell. When did you get here?”

“Over hour ago,” said the blue-skinned demon. “We trying to find out what Brell saw last night.”

“Hey, that’s what we’re trying to do,” said Mia.

“Excuse me one second,” said Rowena. She made a beeline for one particular area of the library.

“Mia and me, we saw a weird demon this morning,” Vi explained. “Wasn’t doing anything, really, just grabbed a rat and ate it. Raw. Well, alive actually. I did learn rats could scream.” Vi looked a little sick, but continued. “But mostly the demon just ignored everything.”

“Didn’t look anything like this, did it?” Dawn held up one of the computer printouts, an illustration of a bald creature, lacking lips and with glowing eyes.

“That’s exactly what it looked like!”

“Where did you get that?” Mia wanted to know.

“From Brell’s description,” Dawn answered. “Willow used a graphics program to make a composite sketch. Now we’re trying to identify the thing.” She motioned to the piles of books.

Vi took the printout in hand, stared at it and grimaced. “Yeah. Same one.”

Rowena returned with a simple, recently-bound manuscript in hand. She was flipping through the pages, then maneuvered around the table, coming behind Willow, towards Brell and the two slayers. She peered at the printout.

“I’ve got a super important question to ask you three,” she said. “Be very, very sure. Did you, Brell, and you two, Vi and Mia – did you see the exact same individual?” She held up the printout.

Vi nodded. “That very one. It had a scar on the right cheek.”

“Yes,” Brell said as he nodded as well, bobbing his head up and down. “Right here,” he said, showing them on his own face.

“You’re sure? You’re absolutely sure, beyond any doubt?” Rowena asked.

“No doubt at all,” said Mia. “That’s the same critter.”

“Good,” Rowena answered with a slight smile.

“Uh…Ro?” Willow spoke up. “What is it and why the happy?”

In response, Rowena opened up the manuscript in her hand and put it on the table before them all. Everyone leaned in to look, everyone but Rowena. A drawing on one page revealed a similar creature, hairless, with long leather robes, but this one, instead of lacking lips, seemed to be missing the top of his skull. The brain was actually visible and rivulets of blood dripped from the open cranium. Whoever the artist had been, their talent had been to capture a lot of detail.

“This is my senior thesis from the Watchers Academy,” noted Rowena. “And that is a Mizor demon.”

Willow looked baffled. “Never heard of it. You, Brell?”

Brell shook his head.

“Well, they’re extremely rare. There’s probably only a few dozen in the entire world.”

“Okay,” said Vi, “so what do we do about them?”

“Nothing,” was Rowena’s instant reply. “They’re a hundred times stronger than vampires and something like a thousand times less vulnerable. No slayer has ever managed to kill one, and most of those who tried ended up dead. These things could rip apart a Sherman tank with their bare hands. You do not, under any circumstances, want to fight a Mizor.”

“But…what if we have to?” Vi looked worried.

“Yeah,” echoed Skye. “I mean…what do they do?”

“On their own, they eat rats mostly. That’s the good news. One Mizor isn’t any threat. And they almost never exist in numbers, only one at a time. I think they have a different set of senses than we do,” said Rowena, slipping into her tutorial mode. “At least, they respond to things we can’t perceive, including the presence of their own kind, which they avoid. It’s rare to see even one Mizor, and if you do see one, you never see another. Well, almost never.”

“Now, you see,” Dawn looked uncomfortable, “you say almost, and that’s getting me nervous.”

Rowena hesitated, but then continued. “Most of the time, Mizors won’t come within a hundred miles of each other. And like I said, one lone Mizor isn’t a real threat to anyone, unless you happen to be a rat. But when they swarm – that is, when they gather to reproduce – they are too dangerous for words.”

“I know I’ll probably hate the answer, but why is reproduction a threat? If they’re a peaceful species for the most part, what do they do? Go Godzilla on a city?” Dawn asked.

“They don’t mate to reproduce like other creatures. They’re…” Rowena paused, as if trying to find the right words. “They’re like body snatchers. We’re all but certain a Mizor swarm destroyed the Mayans. An entire civilization, literally hundreds of thousands of people, wiped out within roughly a month. There were others, too. The lost city of Upar. Ancient Zimbabwe. Roanoke Island. I think twice the swarm sputtered out for some reason: when Rome burned during the reign of Nero and during the Great Fire of London in 1666. And the only thing every swarm had in common was that it happened on top of a hellmouth.”

Every single person in the room stared at Rowena, aghast. “But Mizor swarms are very rare, even rarer than Mizors themselves,” she hastily added. “And you only saw the one, so we’re okay…Just so long as we don’t see any more.”

“My turn to ask a question I’ll probably hate the answer to,” Vi piped in. “What happens if we do see more?”

“Just pray that we don’t,” Rowena answered.

No one in the room relaxed.

Cut To:


Cleveland Street – Dusk

Faith shook her head as she and Kennedy patrolled down a city street. “Ya gotta fish or cut bait, girlfriend.”

Kennedy cocked an eyebrow. “Girlfriend?” She grinned. “If you and Robin are headed for the rocks, then I know this bar…”

“Stop it. You know what I mean.” Faith stopped walking to look right at Kennedy. “I’m talking about Mia.”

From Kennedy’s face, it was clear she didn’t want to talk, at least not about this. She tried to continue walking, but Faith stepped in front of her. Kennedy didn’t quite pout. After a beat or two, she rolled her eyes.

“Mia is great. She’s fun. She’s nice. Did you know she helps out with a homeless shelter? And you know what she likes to do to relax?”

“Beat up muggers?”

“That’s me,” Kennedy grinned, then sobered. “No, she likes to go up to the roofs of old buildings and spend hours feeding birds. Doesn’t say anything, just watches the birds and spreads crumbs out for them. Isn’t that cool? But don’t tell anyone else, ’cause that is pretty personal. At least she thinks it is. So mum’s the word?”

“Lips sealed. But?”

“But what?”

“But…she’s not Willow.”

Silence. Then Kennedy added softly, “All things considered, maybe that’s a good thing, huh?”

“Whoa. Didn’t know you were that bitter.”

“Realistic. Not bitter.”

“Maybe…Listen, Slick – and by the way, I feel like I’m going gray just by saying this – I’ve been around just long enough to see Mia really is hoping for something with you. Not a fling or a friendship, but something bigger. She knows that isn’t what you’ve got, but she’s kinda hoping it’ll turn into that.”

Kennedy looked down for a moment. “She’s not the only one.”

“Are you sure?”

That got a reaction. Kennedy glared. “Where the hell do you get off…”

“Partners, remember? Teammates? You, me, Vi, Mia, everyone. This sitch is simmering and it’s gonna boil sooner or later. But what really screws it all up is that Willow’s single. Right?” Kennedy said nothing. “Right?”

“The fact that Willow’s single has nothing to do with me taking my time. I’m done waiting for her to change her mind, honest.”

“So why the foot draggin’?” Faith asked. “Once bitten, twice shy?”

“Maybe, but with Mia…Yeah, okay, I think she’s hot. But I wanna get to know her for more than that. I wanna…” Kennedy stopped herself. Then her expression changed, eyes focusing beyond Faith to the abandoned courtyard behind. “Uh-oh. Demon at nine o’clock.”

Faith turned instantly. She saw a figure draped in what looked like black leather robes walking into the courtyard. Only a few details registered before it vanished through the courtyard entrance. Bald. Glowing eyes. Female. With a quick gesture, she indicated for Kennedy to follow, and the two slayers advanced. Quietly. Staying close to the shadows.

Cut To:


Library – Same Time

“May I come in?” Giles called from the doorway.

Willow looked up from her computer and gave him a ghost of a smile. “Sure, it’s a free council,” she said easily.

Giles removed his glasses as he took a seat opposite her.

“Oh boy,” Willow sighed. “Removing the glasses. This must be big,” she said, trying to joke.

He gave her a slight grin. “I know I’ve said it already, but if you need me, Willow, for anything, I’m here. I know what it’s like to lose a girl. And more than once actually,” he added, pain at the memory flickering in his eyes.

“Well, I’m not sure if the first time Buffy died really counts. You didn’t know she was dead until after she was alive again. But I get it, Giles.”

“Well, Buffy, of course but…I’m not talking about just her,” he said, as he replaced his glasses on his face.

“What?” Willow asked with a look of confusion.

“Buffy wasn’t my first charge…I had a potential when I was the curator at the British Museum. She was ambushed one night by a pack of stray dogs, as the newspapers called it.”

“Vamps or werewolves?”

“Vampires,” he answered. “They bled her dry. The council estimated ten vampires tried to attack her at once.”

“Oh jeez, Giles.” Willow’s face contorted into a grimace.

“The council went on to speculate by the dust that Shawna had taken out five of them before she couldn’t hold them back any longer…A few weeks later I received a plane ticket and a new assignment. I didn’t think I was up for it. I-I had lost my potential, but, as Travers pointed out, a girl who could outsmart and defeat that many vampire foes with no superhuman strength…well, I must be doing things right. So, reluctantly, I took my ticket. I boarded the plane. Then I arrived in Sunnydale to oversee to be the Slayer’s new watcher. And, well, you know the rest.”

“I’m sorry, Giles,” Willow said softly.

He bobbed his head in thanks. “She was fifteen years old and coming home from school when it happened. But honestly, Willow, age doesn’t matter. When you lose any girl, for any reason, especially one you’ve personally trained, it’s heartbreaking.”

“Does this feeling ever go away?” she asked, on the verge of tears.

“That you failed? That your actions, or inactions, cost her her life?” Giles asked knowingly. “Thoughts that maybe, if you had been a little bit smarter or a little bit more cautious, things would have turned out differently?”

Willow nodded sadly and wiped her eyes. Giles reached over and took her hand, holding her eyes with his.

“Eventually, yes,” he answered. “But I won’t lie. There’s always a hole there, a missing place inside. But everything happens for a reason, Willow. If I hadn’t lost Shawna, then I never would have come to Sunnydale. I wouldn’t know you, Xander, Buffy or even Becca. That doesn’t mean I’m happy Shawna died, only that other possibilities, bright possibilities, could lie ahead… even if it doesn’t seem like it right now.”

“This isn’t where you tell me that when God closes a door He opens a window, is it?” Willow asked.

Giles held back a grin. “Well, I could, but that would be far too trite for even me.” He paused for a moment, then looked serious again. “But you have to go on. You have t-to keep fighting, so that Marsha didn’t die in vain. That’s the best that we, as watchers, can do for any slayer we ever lose.”

“That’s what I’ve been doing,” Willow answered.

“But not to the point where we endanger ourselves. You still need food and rest. Now, Kennedy mentioned in our sparring session today that she didn’t think you were eating.”

“I wasn’t,” Willow admitted guiltily. “But Ro brought me something and made me eat.”

Giles gave her a warm grin. “Good for her. She gets an extra cookie this week.”

Willow gave him a genuine, if sad, smile. “I’m sure she’ll be glad to hear it. Make it those Pepperidge Farm Soft Chocolate Chunk ones. She really likes them.”

“I’ll get Andrew on it right away,” he said, returning the smile. He patted her hand before he rose. “But seriously Willow, if you need me, I’m here. You can trust me with anything.”

Willow looked as if she were on the verge of saying something, but then she shook her head. “Thanks Giles. I will.”

Giles paused a moment, realizing she might have had more to say, but gave Willow her space by quietly leaving the room.

Cut To:


Courtyard – Moments Later

The figure didn’t move quickly, so both Kennedy and Faith got a good look once they reached the courtyard. Despite the leather robes that looked sewn onto her flesh, the demon still retained enough curves to show its femininity. She wasn’t tall, barely the height of Faith herself. A few tiny wisps of hair remained hanging from her scalp.

Once inside the courtyard, with the failing sunlight offering a better view, more features were clear. The demon looked not unlike a skinny, teenage girl – a distorted girl, but with the potential to be attractive. Thin lips naturally formed a bow. Her hands, hanging at her side, were slender. Weirdly, wires seemed to be holding open a wound at her throat.

The demon headed deeper into the courtyard.

Faith and Kennedy remained at the courtyard entrance, then inched behind a garbage dumpster. They peeked out from behind it.

“That doesn’t look good,” whispered Kennedy.

Her sister slayer nodded her head in agreement.

Inside the courtyard, seven of the strange creatures stood in a circle. One was very tall and seemed to have had his lips removed, revealing teeth like a skull. Another was actually fat, or maybe bloated would be a better word. A third looked like an old man, but the top of his cranium was gone, revealing a pulsing brain on the inside, giving off the same eerie glow as his eyes. Still another had what looked like long, curved needles piercing her cheeks. Another had only one arm, but it ended, not in a hand, but instead in some kind of device. It looked like the worst nightmare version of what a dentist would use.

All wore robes of black leather, sewn into their flesh. Not one of the demons spoke or made the slightest sound. Each should have been in agony from the mutilations and wounds they carried, yet none showed any change of expression.

“They seem to be waiting for something,” said Faith.

Fade to Black


End of Act One

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