act 3



Fade In:


Becca’s Books – Dawn

Becca approached her bookstore as she always did, frowning and rummaging in her purse for her keys while approaching the door. Looking up, her frazzled features shifted into a smile of pleasant surprise.

Giles stood before her, his shoulders leaning casually back against the front door. But something in his eyes, his manner, seemed anything but casual. His smile, while filled with love, also seemed like a mask.


He offered her a covered cup in a gloved hand. “I brought you some chocolate.” The smile remained the same.

“Thank you, but you know I should avoid caffeine,” was her first response. Then, after a beat, “Okay, why are you bribing me?”

Mask slipping away, Giles’s face became as solemn as Becca had ever seen it, and as commanding. “I need you to do something for me. For us. Please don’t argue, although I know you will.”  

“Something’s wrong?”

“Not yet,” was his answer.

“But it will be? How bad?”

He took a breath. “Don’t open the store today. Go back upstairs and stay in your apartment. If we find a solution, then all you lose is one day’s business, perhaps two. And if we do not, then…” his voice broke slightly. His face paled. “If we don’t,” he continued, “I want you to leave Cleveland. At once. You’re closer here to the expressway than at the Council.”

“I don’t want to leave you here, Rupert.”

“It won’t just be you going,” he said, voice low.

“I realize we have a child on the way,” Becca reminded him.

“Yes, but that’s not what I mean. We’ll be trying to get as many people out of the city as possible, but I want you on the road so you won’t be trapped in traffic.”

“Playing favorites?”

Giles considered it a moment. “I am.”

Now Becca paled. “So it’s that bad?”

With a nod, he continued. “If we can’t figure out something, you must take you and the baby out of harm’s way. And believe me,” he continued, before she could speak again, “if it’s at all feasible, I’ll be leaving too. We all will. But we, the Council, we have to be the last to leave. Of course, that’s if we can get air clearance in time. ”

Becca stared at her fiancé, at the way he looked at her, panting slightly in the early morning air. His eyes were strong, steady, insistent…and frightened. “I nearly woke you last night,” he admitted. “Believe me, keeping you away from my side is not what I would choose under any but the most dire circumstances. Such as these.”

After another few moments looking into Giles’s face, reading what she saw there, Becca nodded.

Cut To:


Alleyway – Dawn

Vi carried an unconscious Mia in her arms, with Faith and Xander guarding her back. The four hurried, as fast as Vi could move, away from the courtyard. Faith was putting her cell phone away as she ran.

Xander still had his cell phone out. “Back up,” he almost yelled into it, “we’re gonna need back up here!”

Behind them, the Mizor demons slowly emerged from the courtyard. As before, their movements were unhurried, but steady, their manner, inexorable. Once in the alleyway, they each turned, either right, towards the fleeing slayers and Xander, or left. A female first headed right. Her eyes fixed upon Faith as she walked directly towards her.

Faith backed up. Fast. “Keep moving,” she ordered. Vi hurried as fast as she could carrying their fallen companion. The female Mizor kept approaching. Now others were joining her.

At the end of the alleyway, a van pulled up. Robin was in the driver’s seat, with Dr. Miller in the rear. The door flew open and Vi picked up a tiny bit of speed. Xander helped her lift Mia into the van, where the doctor already had a stethoscope out.

“Hurry” Robin yelled at Faith, as Vi and Xander scrambled into the van after Mia.

No less than six Mizors were approaching. Faith turned, then stopped. “Oh, crap,” she muttered.

Coming down the sidewalk was an older Hispanic woman. She stared at the wild-eyed, dark-haired woman who had just emerged from the alley in front of her.

“Get out of here!” Faith yelled. “Now!” The older woman froze. “Run!” Faith yelled again.

The Mizors began to emerge from the alleyway onto the sidewalk. One of them stood between Faith and the Hispanic woman. The Mizor turned towards the latter, who finally started to run away, but not fast enough.

The Mizor reached her in less than a second, a thick tendril emerging from its wrist and clamping itself onto the woman’s back. She screamed, but the sound became a gurgle. Veins of glowing mildew green grew and spread across her flesh as she went rigid, then convulsed. Thick green slime began to bubble out of her mouth.

Another Mizor approached Faith, who leapt inside the van. Xander slammed the door shut. The demon simply looked at the door for a moment. Within that half-second of hesitation, Robin stepped on the gas. The van sped away.

Vi stared out the back window at the woman, whose convulsions grew more and more violent. And at the Mizors who ignored her, fanning out and moving in several different directions.

“Did you see that?” Vi whispered, aghast at what she had witnessed. The others were too busy with more immediate concerns. She watched as Xander replaced his cell phone in its case and turned to Faith to answer the unspoken question in her eyes.

“Kennedy’s team is spreading the news,” he told her. “They know what to do. Get people out of the way, and slow these things down, if at all possible.”

Faith nodded. “Call and tell ’em what’s coming.”

“Mia?” Xander asked with one word.

“Don’t say anything to Ken yet,” Faith answered. “Let’s get Mia to the council first.”

Xander nodded and moved to the front of the van as he pulled the walkie-talkie off his hip.

Vi turned her attention to Mia as Dr. Miller continued his examination. “Is she going to be alright?”

The doctor said nothing at first.

“I’ve never seen anything like this, but I’ve got a few ideas,” he told her. He pierced Mia’s arm with the I.V. needle and hooked the bag to hang from the pole at her head. Vi watched as the clear liquid began to drip into the plastic tube attached to her friend’s pale arm.

Cut To:


Library – Morning

Rowena entered the library, and saw Willow at the center of a pile of books. With her were Dawn, Skye, Jeff and Andrew, each with a coffee cup nearby.

“…some kind of pattern,” Skye was saying. “Some reason for them to change their behavior. If we can just find that out…”

Willow looked up and saw her. “Hi.”

Everyone looked up as the watcher joined them and found her own voice, which was remarkably steady. “Any luck?” she asked.

“Nothing,” answered Dawn.

“I figure somebody, somewhere, must have stopped these things in the past,” offered Jeff. “At least twice the swarms just petered out. Really early, I mean, before they’d had time to reproduce. I think it’s because somebody used a spell or had a charm. Or something!”

Like the rest, he had dark circles under his eyes.

Rowena looked at them all, saying nothing. “Good luck,” she whispered at last, then slipped out of the room.

Andrew and Willow stared after her. “You want me to go to her?” offered Andrew, searching Willow’s eyes with concern.

“Uh…no.” Willow said at last. “She’ll be alright.”

Cut To:


Watchers Council – Hallway – Minutes Later

Rowena wandered. She barely looked where she was going, but simply walked. If she were in a single room, then what she was doing would be called pacing. But she was in the halls of the Council headquarters, so she continued moving.

Finally she simply stopped and looked around her. No one. Nothing. Just a crushing, empty silence. But from the expression on her face, she seemed…frightened? Worried? Her eyes darted from one empty corner to another. She even began to hyperventilate. Then she heard a voice break the silence.

“Help me!” said the voice, muffled by distance.

Rowena jumped. Then she ran towards the sound of the voice.

Cut To:


Watchers Council – Infirmary – Moments Later

“Hold her!” Dr. Miller said.

Obediently, Faith and Vi pushed the convulsing Mia down onto the gurney again, as the doctor and Xander wheeled it into the room. The two slayers continued holding their fellow slayer down as Dr. Miller applied restraints.

Nurses were already switching over the intravenous systems, as well as bringing in a tray full of instruments and loaded hypodermics.

“These should hold most demons. Let’s hope they work against a slayer,” muttered the doctor. Mia began to calm down, physically at least. The convulsing stopped, but her breathing was still more like constant gasping and her eyes had rolled back into her head.

“It’s like she’s having an epileptic fit,” said Vi.

Now the nurses began to connect Mia to various machines – a heart monitor, a blood pressure indicator and the like. One also started to cut away her vomit-spattered clothing.

“I think our best bet is antibiotics,” Dr. Miller said as Rowena, unnoticed at first, entered the infirmary. “We’ll load up her system with as much as we can. I think the modified dialysis machine would probably be a good idea, as well. Her blood will be filtered, and we’ll give her fresh transfusions of uninfected blood.”

“Will that be enough?” asked Xander.

The doctor hesitated. “I hope so. To be honest, all I’m really trying to do is buy her some time, time enough for her supernatural healing abilities to kick in and repair enough damage to get her out of danger.”


“What happened?” Rowena asked.

“Mizors,” was Faith’s reply. “They started to swarm.”

“She…Mia…she was hit by a tentacle or something,” Vi explained. “We got her away, but they’re on the move, killing people. It was horrible. Really, really horrible.” Vi looked sick, and Xander put his arm around her.

With a retching sound, Mia began to convulse again. As everyone looked, putrescent green slime erupted from her mouth. The doctor and nurses, busy before, now redoubled their efforts. 

“Everyone out,” Faith ordered. “Let them do their work.”

“We still gotta call Ken,” Xander reminded Faith as they all walked out.

“Son of a bitch.” Faith swore to herself. Then louder, “Okay, I’ll do that. For now, put your headphones on, guys,” she went on. “We’re gonna handle things a bit more high-tech.”

“I’ll go with them?” Robin asked as he walked over for a radio.

“No Ace. I need you with me in the war room,” she told him, before turning to Vi and Xander. “You two stick together, okay? Keep clearing the streets and don’t engage.”

As Vi and Xander left, Faith turned around to see Rowena still standing in the doorway, staring at Mia.

“Hey, Blondie?” Faith called out, getting no response. “Rowena,” she said in a louder voice. Rowena blinked and turned to face the slayer, her face ashen. Faith had never seen the woman so shaken, but she didn’t have time to ponder it just then. “You gonna help?”

Rowena took a deep breath. “I should get back to the Coven,” she answered as she walked away.

Faith watched her go for a moment, then shrugged, before nodding for Robin to follow her.

Cut To:


Cleveland Street – Morning

A mailman approached an apartment building. He looked up to see two young women, Lori and Kennedy, running towards him.

“Get off the street!” yelled Kennedy.

“They’re coming!” added Lori.

“Who?” the mailman asked. “What are you talking about?”

“Just do what we say and run, okay?” hissed Kennedy. “We’re trying to save your life, for God’s sake!”

“Now listen here,” the mailman began, “I don’t know who you think…” He stopped. Looking over Kennedy’s shoulder, his eyes grew wide. Both slayers turned around. There, approaching at steady clip, was a fat Mizor demon. Its long leather robes, sewn to its skin, flapped slightly as it moved, and its eyes glowed.

Kennedy tapped Lori and pointed to the public mailbox on the sidewalk. The two of them grabbed it.

“Wait! What are you doing? Stop that!” The mailman cried out.

But they ignored him. Moving in as close to unison as they could manage, Kennedy and Lori lifted the mailbox and threw the mailbox at the demon but he swatted it away as if it were a fly.

The mailman gaped at this, then ran as fast as he could in the other direction. Kennedy and Lori weren’t far behind him. As they rounded the corner, Kennedy heard her phone go off.

“Kennedy,” she answered, as she continued to walk quickly and look over her shoulder at the same time.

“It’s Faith,” she heard. “Tell Lori to hook in the headsets.”

Kennedy turned to Lori and motioned for her to hook up, as she herself also did so.

“Okay, she’s just about ready,” Kennedy told her.

Cut To:


Watchers Council – War Room – Same Time

Faith paused for a moment and looked at Robin. “I’m not sure how to say this,” she confessed.

“Just be straight with her, Babe,” he told her.

Faith clicked the button again. “Ken, I’m gonna cut to the chase. Mia got hurt by one of those Mizors. She’s here in the infirmary.”

“How bad is she?” Kennedy asked, her voice cracking.

Faith closed her eyes. “She’s in pretty rough shape. If you want to come back in, I’ll send Lori to another team, or have her work solo.”

There was a long pause.

Cut To:


Cleveland Street – Same Time

“Go on,” Lori told Kennedy, who still looked stunned. “Trust me, I’m not gonna battle these guys. I’m just gonna move traffic. Go on.”

“I don’t wanna leave you out here alone,” Kennedy answered.

“Like I said, I’ve seen what these guys do. Just go check on her. I’ll be fine.”

Kennedy nodded gratefully to Lori. “I’m coming in, Faith. Lori’s staying here, so send someone to her if you can. Copy that?”

Cut To:


Watchers Council – War Room – Same Time

“Will do, Slick,” Faith answered. She turned to Robin, who stood by a corkboard. “All set?” she asked.

He rolled down a city map and secured it with colored tacks. “Yep. Let’s plot.”

Cut To:


Library – Moments Later

Faces grim, a group of watchers and others sat with their eyes glued to a news report on a small portable television.

“From what we can gather,” the local news anchor was saying, “a kind of bizarre battle between rival gangs is underway in downtown Cleveland. As city S.W.A.T. teams mobilize, rumors of chemical and even biological weapons have begun to spread. Unconfirmed reports have reached our newsroom of the Mayor’s office contacting the National Guard. What is certain, however, is that city officials are recommending all citizens stay off the streets. Stay in your homes.”

Giles reached over and switched off the television.

“What have you found?” Giles asked the assembled group, which consisted of Willow, Rowena, Dawn, Skye, Jeff and Andrew.

“Nothing,” Willow replied. “These kinds of demons seem immune to spells. A couple of covens tried to stop them before, but never with any success.”

“Not any?” Andrew asked. “But, I mean…you’re so powerful. You awoke every slayer on earth. Couldn’t the whole group of us, with you leading the mojo mile, do…something?”

“Everything we could think of doing has already been tried,” offered Jeff. “One coven even tried to teleport the things out to sea.”

“Did it work?” Dawn asked.

“Yeah,” said Jeff. “But they just walked out of the sea and went on killing people. We’re too far from the ocean to try it, anyway, and they’re all spread out now. It doesn’t seem like it, but these things can move fast when they want to. Even if we dropped them out into the middle of the lake, it would barely slow them down.”

“There’s one more account we need to look at,” Willow said in an unsteady voice. “The London Coven of 1666. Maybe that’ll give some kind of clue, but…” She shook her head.

“It doesn’t look good,” said Dawn.

Rowena bowed her head, covering her face in her hands.

“What’s the worst that could happen?” asked Jeff.

“The city could be destroyed,” said Giles quietly. “Most of its people killed, along with those in the outlying suburbs. Theoretically, the swarm might continue past that, growing in size and destructiveness. Thousands would die, then tens of thousands, then hundreds of thousands, then…” His voice trailed off helplessly.

After an awkward silence, Dawn offered, “Faith and Robin are coordinating things in the field from here. From what we can tell, even a tank wouldn’t slow them down for more than a few seconds, but every second counts, you know? It could buy us more time.”

Skye suddenly asked, “Ro? What’s wrong?”

From her seated position, face in her hands, Rowena sobbed. Everyone in the room suddenly turned to her. Willow stood. Andrew did more than that. He actually approached her. “Rowena?”

In answer, Rowena lifted her head, her eyes looking terrible. She looked more than horrified, more than frightened. Willow rushed over to her, knelt and took her hands in hers. “We’ll make it through this,” she said. “We will. You gotta believe that.”

Rowena shook her head in reply, her eyes fixed on Willow like lasers. What she said was, “There has to be another way.”

“Another way? What do you mean another way?” asked Skye, her voice suddenly sharp.

Willow looked surprised at Skye’s tone, then turned back to Rowena. Staring into Rowena’s face, Willow pulled slightly back.

“Ro? What do you know?” she asked.

Rowena was unable to look anyone directly in the eyes. “You know what? I really can’t talk about that right now.” she replied nervously.

Willow stood up suddenly. Her eyes were ablaze. “Talk about what?”

The silence that followed seemed to last forever. Finally Rowena answered. “I read the diary of the Priestess of the London Coven in 1666. It was in the restricted files. That’s why I hadn’t read them before.”

“Then let’s get to the terminals,” Jeff suggested urgently.

“I deleted it.”

Aghast, every person in the room stared at Rowena. Willow took a step back from her and Giles actually trembled. Jeff took a step forward, fists clenched.

“Why?” Dawn finally asked, in a voice of quiet rage.

“Why doesn’t matter now,” said Jeff almost instantly. “First, how do we stop the Mizor swarm? You said you figured it out! So, how do we do it?”

Rowena whispered her answer.

“Willow has to die.”

Cut To:


Watchers Council – War Room – Same Time

“Lori, move north down Lakeshore. Another team’s on the way. Copy that?” Faith said into her headset. She looked over at the board where Robin moved two sets of white pushpins.

“Copy,” Lori could be heard to answer over Faith’s headphones.

Robin looked at Faith from over his shoulder and said, “Let’s move Vi and Xander back, near St. Clair. The Galleria will be opening soon and we don’t need a bunch of demon retail clerks.”

“Good point,” Faith sighed.

“You know, if this wasn’t the end of life as we know it, I’d say we make a pretty good team,” Robin said with a nod.

Faith grinned. “Have a little faith, Ace.”

“After all this is over and we’re still alive, I plan to.”

Faith wiggled her eyebrows at him.

Cut To:


Cleveland Street – Same Time

Lori rounded the corner to hear a man screaming. Little wonder, as his veins began to glow a sickly green and slime began to erupt from his mouth. The shuddering of his body grew until it nearly reached the stage of convulsions. As he collapsed, the flesh literally melted off his bones.

The Mizor demon retracted its tendrils, barely reacting to the cry of “Police! Don’t move!”

Behind the demon, Lori watched as two uniformed officers had their guns raised and pointed. Their expressions as the thing turned around combined surprise, disgust and not a little bit of fear. The Mizor looked as if it had been mutilated with surgical precision. But the officers knew their duty and drew their weapons.

“Run!” she yelled to the officers.

Instead, both officers opened fire. The demon barely slowed its relentless movement, even as both officers emptied their cylinders into the creature. One of them backed up. Her partner did not. He paused to reload. That was why he began screaming seconds later when the Mizor reached him. Seeing the officer’s flesh distort, then melt, his partner turned to flee, retching uncontrollably. 

The remaining cop ran, but the Mizor followed. In the distance, Lori heard more shots firing and more voices screaming.

Cut To:


Watchers Council – Infirmary – Same Time

Kennedy entered the infirmary at a dead run and saw Dr. Miller standing over Mia, who was hooked up to a host of tubes and wires. With careful steps, she approached the bed, as the doctor looked up from his patient. Kennedy grimaced as she saw the green residue from Mia’s wound seeping through her bandage.

“She’s alive,” Dr. Miller told her. “We’re giving her a transfusion and hydrating her with holy water right now. We’ve also got her sedated for the moment.”

“Will that work? Is she gonna be okay?” Kennedy asked.

“I can’t say,” he answered honestly. “This is new territory for me, but I’ll do whatever I can. I promise.”

Kennedy didn’t reply. Instead, she walked over and stood at Mia’s bedside and watched the monitors blinking. Next, she gently squeezed the sleeping woman’s hand and bent down to whisper in her ear.

“I’ve gotta go save some people, okay?” she said softly, her voice on the edge of a sob. “I’ve gotta help our girls out there. So when you wake up, this will all be over and everything will be fine. You’ll see.”

Kennedy kissed Mia on the forehead and, with a grim, determined expression, strode from the room without looking back.

Cut To:


Watchers Council – Library – Same Time

Everyone in the room stared at Rowena in shock. 

“‘The restricted records,” she began, her voice dull with pain, “they mentioned how the swarm in 1666 suddenly stopped when one member of the London Coven was killed. I’d studied all the other Mizor swarms, and that fact made all the pieces fall into place. The one thing every single swarm had in common. I even double-checked to make sure.” She fell silent. She didn’t meet anyone’s gaze.

“What was it?” asked Willow after a moment. When Rowena hesitated, she almost yelled. “What?”

“A witch,” said Rowena, “born on one Hellmouth, moved and made her home on another Hellmouth. It hardly ever happens; that’s why Mizors swarm so rarely. But when it does happen, it’s like a mating call to these things. They’ve probably been on their way here for months, maybe more.”

“Wait a minute,” offered Jeff. “Even if that’s true, how do you know it’s Willow? I mean, doesn’t Andrew qualify? You’re both from Sunnydale, right? For that matter, Dawn…!”

“I was born in Oxnard,” said Andrew.

“And Mom was in Los Angeles when she had me…sort of. But Willow…?” said Dawn.

“…was actually born in Sunnydale,” finished Skye. “So, if what you’re saying is true…?”

Miserably, Rowena nodded her head. “I double-checked everything last night.”

“Last night?” asked Willow. Her voice was quiet and enraged. “You’ve known that long?” She rose from her kneeling position, eyes flashing.

Giles rose, his anger finally overtaking his stunned disbelief. “People have died! Mia might die! And you’ve destroyed the information we need to stop more from dying?!” A sheen of sweat on his face made him seem more pale than usual, and his eyes blazed with a fury few of them had ever seen in him before.

“I did save it,” Rowena told him, though it was clear it was taking all her courage to stand her ground. “On a disk. But I couldn’t let you kill Willow.”

“First, we wouldn’t kill Willow,” Giles began. “Where on earth did you get the idea that –?”

“I know how the Council operates!” Rowena interrupted. “One life for thousands isn’t too high a price! Isn’t that what they taught us!”

“Not in this Council! If Buffy taught me anything, it’s that survival depends on protecting everyone here. We do not turn on our own. The Old Guard made gross errors by viewing people as nothing more than tools, errors that I intend not to make. And furthermore, Ms. Allister, we don’t use our resources for personal gain.”

Rowena harrumphed. “Right, like giving Faith the jet to go to Boston, or leaving the slayers without backup to save Becca?” she challenged. Giles looked away. “What’s the difference? Becca’s your fiancée but Willow’s only my lover?”

A stunned silence fell over the room as Willow’s eyes went wide. Rowena bit her lip, as if wishing she could take the words back. Andrew was the first to find his voice.

“Holy Moly, Batman,” he muttered.

Taking a deep breath, Giles quickly regained his composure and faced Rowena once again.

“Bring me the disk,” he ordered sternly. “That will be your last official duty for the time being, seeing as you are indefinitely suspended, pending review.”

Without saying anything or looking at anyone, Rowena did an about face and left the room. Giles met Andrew’s eyes, and, with a nod, the young man followed her out to keep watch over her. All Willow could do was watch them leave.

Cut To:


Watchers Council – Giles’s Office – Moments Later

“She wasn’t being malicious,” Willow pleaded.

Giles paced in front of her, shaking his head. “That’s not the point. She destroyed Council property. That in itself is a dismissal offense, but I realize how good a watcher Rowena is. She’s just…misguided…at the moment.”

“And what the hell does that mean?” Willow asked.

Giles stopped to stare at Willow. “How long did you plan on keeping this from us?”

Cut To:


Watchers Council – Hallway Outside Giles’s Office – Same Time

Dawn, Skye and Jeff were standing close by the door to Giles’s office, listening to the argument on the other side, when Faith walked towards them.

“Giles in there?” she asked.

“Shh,” Dawn said, putting her finger over her lips.

“Don’t shush me,” Faith told her. “I’ve got the gals tempting the demons to a central location now and thought he might like the news update if he’s figured out a way to…” Faith paused as she heard the raised voices and walked over to listen in too.

Cut To:


Watchers Council – Giles’s Office – Same Time

When Willow didn’t answer, Giles repeated the question. “I said how long did you plan –?” 

“I didn’t know she had the swarm information!” Willow countered.

“Not the swarm – the two of you! Not more than forty-eight hours ago I praised you both for your maturity and now…How can we trust you? Trust Rowena? You’ve lied to everyone here, about the file and about the two of you!”

“Messing with the files was wrong, but as for our personal life, that’s none of your damn business, Giles.”

“It is so!” he said, wiping his sweating forehead.

“How do you figure?”

“Because your personal life now has come in direct conflict with the Council!”

“That’s a crock and you know it!” Willow said, getting in his face. “We didn’t say anything because Ro was scared of the reaction, and now I can see maybe she was right!”

Giles didn’t back down and came toe to toe with Willow. “Maybe if you’d been honest from the start then none of this…”

Giles trailed off and his words seemed to become trapped in his mouth. He opened his lips but no sound came out. He quickly clutched his arm and hung his head.

“Giles, what’s wrong?”

He staggered backward toward the desk. Willow moved to catch him, but couldn’t sustain his weight as he fell to the floor. 

“Oh God,” she muttered, as she watched his eyes flutter closed. Terrified, she turned to face the door and screamed. “Somebody help me!”

Black Out


End of Act Three

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