Act 1




Elijah Wood as Jeff Lindquist, Norika Fujiwara as Mia, Lindsay Felton as Skye Talisker, Stephanie March as Bonnie, Avril Lavigne as Janet, Brad Dourif as Brell and Felicia Day as Vi

Guest Starring:

Chazz Palminteri as Jimmy Volano, Jennifer Fisher as Angella, Tyler Mane as Creed and Jacqui Ainsley as Brighid

Fade In:


Bonnie’s Doorway – Same Time

Rowena and Willow tried to peek inside to see what had Giles so startled. Coming out of his shock, Giles extended his hand. “Give me the gun, Bonnie.”

“She tried to attack me. I-I had to defend myself,” she explained, her voice hollow.

“No one here will hurt you. Just give me the gun,” Giles repeated, in a firmer voice.

Without another argument, Bonnie handed it over, and Willow and Rowena rushed into the room, where they immediately saw Faith.

“Oh Jesus,” Rowena whimpered. she knelt beside Faith and put her fingers to the slayer’s throat. After a few moments, she turned back to Giles and simply shook her head.

At that point Xander and Robin raced inside the doorway.

“What happened?” Xander asked automatically.

Robin noticed Faith immediately and made his way over. Willow shot to her feet to meet him before he got too close, but he simply overpowered her and pushed her aside.

“Faith?” he called out, dropping to his knees next to Rowena.

“She’s gone, Robin,” the blonde watcher told him.

Not satisfied with that answer, Robin picked Faith up in his arms and brushed past the group swiftly, carrying her downstairs.

Willow and Rowena were both on the verge of tears, but before either could say anything, they heard the hammer of the gun go back. Giles pointed the gun between Bonnie’s eyes. Willow moved over slowly toward the pair, with Rowena behind her.

“Start explaining,” he ordered.

Bonnie began to speak, but once Willow was within arm’s reach, she placed her hand on Giles’s. “Let’s lower the sights a little here, Giles. We won’t get answers if she’s dead, okay?” Giles paused a moment and then lowered the gun, uncocking it. Willow then turned to Xander. “Xan, go to Robin and make sure he’s okay.”

Xander nodded and left the room.

Giles took an intimidating step closer to Bonnie. “You’ve got five minutes to explain, starting now.”

Cut To:


Watchers Council – Infirmary – Same Time

“Do something!” Robin demanded of Dr. Miller.

The doctor leaned away, as if fearing the man’s wrath. “Robin, there’s nothing I can do.”

At that moment, Xander walked in to see Robin arguing, while Dr. Miller tried to remain neutral.

“I don’t buy that. She’s a slayer. She might be able to heal somehow.”

“The bullet went straight into her head. I’m sorry, but…she would have died instantly. If I could do something, I assure you I would.”

Robin closed his eyes as Xander moved further into the room.

“Stay here, Robin. I’ll see how Mr. Giles wants to handle this situation,” Dr. Miller said. He moved past Xander and left the room.

Robin opened his eyes and turned around to see Xander standing there. “He says there’s nothing he can do,” Robin recapped.

“I heard,” Xander answered. “And I’m sorry.”

Robin sniffed dramatically and cleared his throat. “It’s not your fault. You didn’t pull the trigger, did you?”

“No,” Xander replied. “But Faith was just in my shop not more than ten minutes ago. Maybe if I…I don’t know…talked to her a bit longer, she wouldn’t have been upstairs.”

“So, how’d this happen?” Robin asked.

“I’m not sure,” Xander answered. “But Giles was ready to shoot Bonnie, so I’m thinkin’ it was her.”

Robin gave a firm nod.

“Go figure,” he said, as he began to walk past Xander.

“Hold up,” Xander said, grabbing Robin’s arm.

“You got two seconds to remove that hand or lose it.”

“Please jst calm down, Robin,” Xander pleaded.

Robin reared back and punched Xander in the jaw, sending him to the ground. Then he left the room.

Cut To:


Watchers Council – Conference Room – Later

Giles, Bonnie, Rowena, Willow and two slayer guards stood on either side of Bonnie as they entered the Council meeting room.

“Have a seat,” Giles ordered in a not-so-friendly tone, pointing to the far end of the table.

Bonnie had made it to the other side of the table, two slayers still at her side, when Robin burst into the room.

“You’re a dead woman!” he shouted as he darted toward her, looking as if he were ready to kill her with his bare hands.

“Encase!” Willow said, waving a hand in front of Robin. He immediately froze in his tracks.

Everyone in the room looked just as surprised as Willow. She shook her hands in front of her for a second, as if not believing it had worked.

Giles regained his bearings and walked over to Robin. “We need her alive to find out what happened,” he told the angry man. “Now, you’re welcome to stay and listen to the events, but if you are unable to contain yourself, you’ll have to leave, Robin. Do you understand?”

At first, Robin said nothing. “I can’t leave when I can’t move,” he answered after a long beat.

Giles looked at Willow and gave her a nod.

She hesitated briefly, then said, “Release,” waving her hand again.

Robin took a step forward, but Rowena stood in front of him. “Let it go for now. We’ll deal with her, Robin. You have our word.”

Robin shot daggers at Bonnie, but he swiftly left the room. Everyone gave a collective sigh after he was gone.

“Anyway, we all know why we’re here,” Giles began, staring down the long Council table at the others assembled. His voice was carefully neutral. “I appreciate that all our feelings are running high. Nevertheless –” He stopped suddenly, paused a moment, then took a deep breath and continued. “Nevertheless, we owe it to the Council, and to ourselves, to deal with this in a professional manner.”

He looked to the far end of the table, where Bonnie sat stony-faced, with a slayer standing on either side of her.

“This is a preliminary hearing,” he explained. “I won’t ask you to accept that we would constitute an impartial jury. I’ve been in contact with our London and Tokyo branches, and they are sending experienced watchers, who will review the evidence and pass judgment. Right now,” he fixed Bonnie with an intent stare, “you will explain your actions. I strongly advise you not to leave anything out. At all.”

Before he could continue, the intercom on the table beeped. Giles cast an irritated glare at it and thumbed the receive button.

“Council is in session,” he snapped. “I thought I made it very clear that we were not to be interrupted!”

“My apologies, Mr. Giles,” Dr. Miller’s voice said, “but this is extremely important.”

Cut To:


Watchers Council – Infirmary Waiting Room – Moments Later

“Doctor,” Giles greeted the man guardedly, “you have something for us?”

“This way, please,” Dr. Miller said with a grim nod, waving for Giles, Willow, Kennedy, Rowena and Robin to follow him. When they reached the autopsy room, Robin stopped outside the door. Kennedy gulped nervously and hesitated before crossing the threshold. Rowena reached out to hold Willow’s hand, comforting the distressed witch.

“Well?” Giles asked, as Dr. Miller turned to face them again, standing in front of the examination table. The form lying on the table was covered by a white sheet.

“This is not Faith,” the doctor said, his voice carefully level.

“Excuse me?” Giles asked.

What?!” Robin exclaimed. Kennedy put a hand on his shoulder, keeping him from rushing forward.

“This is not Faith,” Dr. Miller repeated calmly. “It’s some kind of duplicate, almost certainly demonic.”

“How do you know?” Willow asked pointedly.

“See for yourself,” Dr. Miller replied, turning to the table. He hesitated before he continued. “This may be distressing. When my preliminary examination showed irregularities, I performed a…more complete examination.”

“Show us,” Giles said. He stepped forward, around Willow.

Dr. Miller nodded and drew back the sheet. Beneath was Faith, her motionless eyes staring lifelessly. Traces of dried blood remained on her forehead, though most had been cleaned away, leaving only the neat circular hole. Lower down the surgeon’s tools had opened her, revealing a layer of muscle and tissue. This was pulled back, and what was beneath it was not human. Chitin and green, inhuman flesh were visible, along with something that gleamed like metal, slick with blue and black fluids.

“Don’t,” Kennedy whispered to Robin, as he again moved to enter the room.

“It’s…not her,” Giles said, turning back to look at Robin. Giles placed a steadying hand on the edge of a table, and Rowena placed a hand on his back as he looked down and let out the breath he had been holding in a long, shuddering sigh.

“It’s not?” Robin asked. “Then where is she?”

“I don’t know,” Dr. Miller said, “but I can assure you, this creature is not Faith.”

Cut To:


Watchers Council – Library – Day

“I’ve got something,” Dawn said, holding up a book. The other people working at the library’s main table – Willow, Ro, Giles, Skye and Jeff– looked at her.

“Chrysalid Changeling,” she read. “Insectoid, basically, but uses a kind of primal golem-animation to create a replica of a person, using whatever materials are available. This is the only thing I’ve found that would explain the metal in that thing. And according to this, the replica is, quote, ‘perfect, indistinguishable from the original save for a full internal examination.'”

“It was,” Willow said quietly, distantly. “It even bled. And human blood, not whatever was inside it.”

“This says the Changeling part of the demon is centered in the replica’s chest and stomach area,” Dawn went on. “Everything else is camouflage, designed to mimic the original as closely as possible.”

“The Changeling part?” Rowena asked. Dawn nodded.

“Changeling and Chrysalid,” Skye read from one of the books in front of her. “Same information here. It says the demon divides into two halves, one of which is the replica, the other…” Her eyes moved quickly as she took in the details, and when she continued, it was in a more excited tone. “The other contains the subject being replaced and keeps them alive indefinitely!”

“Jeff,” Willow said, “round up the Coven, we’ll be doing a locator spell as soon as we’re ready.”

“I’ll tell Kennedy,” Rowena said, rising from the table as Jeff hurried away. “She can start preparing search teams.”

“Good,” Giles nodded. While Willow grabbed another book and started hastily turning its pages, Giles turned back to Dawn and Skye. “Does it elaborate on the condition the subject is kept in? Or what happens when the changeling dies?”

“The, uh…” Dawn read quickly, “the Chrysalid absorbs its victim – ew! – but they are unharmed, because their physical and mental state forms a template for the Changeling for so long as it remains in its assumed form. No wonder we couldn’t tell, it used her mind to pattern its behavior. It doesn’t say what happens when the Changeling dies.”

“This one does,” Willow reported eagerly. “The two halves are psychically linked, and when one half dies, the other does too. This says – this was three hundred years ago, I think – it says a victim was recovered alive from the remains of the Chrysalid after the Changeling was discovered and killed.”

Cut To:


Underground Cavern – Same Time

A thin demon in long, flowing robes entered the rocky chamber, with two bulky guards flanking him. At the center of the cave, lit by flickering torches, was a heap of sagging flesh several yards wide. The obese bulk of a demon interred was in a shallow pit in the ground, swelling up out of it. Miniature stone viaducts dripped a thick, viscous liquid over the creature’s bloated stomach, keeping its rubbery skin moist. But it was clear now that the creature was dead. Its tiny eyes stared blankly at the cave ceiling, and its thick, stubby tongue lolled out of its wide mouth.

The two guards stood back, their noses wrinkled in disgust, while the thin demon approached the huge, dead creature and peered at it intently. Its skin seemed to degrade as he looked at it, tiny sores swelling and tearing, releasing rivulets of vile fluid that trickled down the stretched skin. Where the skin wasn’t being refreshed with moisture, it was parched, cracking and peeling. The thin demon frowned in thought as something moved slowly within the dead thing’s vast stomach. The thin demon laid a hand against the dead thing’s skin, closed his eyes for a moment, then frowned again and turned to look at the guards standing well back behind him.

“Tell the Lover –” he began in a reedy voice, but before he could say any more, the huge demon’s stomach erupted in a shower of gore and thick fluids. A female shape catapulted out of the corpse, collided with the thin demon and bore him to the ground. The two guards recoiled in surprise and disgust as the being, naked and slick with slimy ichor, seized the demon’s head between her hands and twisted viciously, severing it from his neck with a sickening crunch.

Even before the thin demon’s body had even finished twitching in death, his killer launched herself at the guards. She tackled one while the other staggered back, drawing a sword. The first guard had time for a surprised yelp, then his attacker drove her thumbs through his eyes, deep into his skull, silencing him. In a blur, she turned, the dead guard’s weapon flying from her blood-soaked hands. It buried itself in the second guard’s chest, its bloody point emerging from his back.

Faith stared at the guard as he fell to his knees, then slowly toppled sideways. Her breath came in ragged gasps, coughing now and then on the ichor that covered her. Her eyes dropped to her hands, and she stared at them as if she had never seen them before. A gobbet of slime slid from her slick hair into her eyes, and she pawed at it until she could see again, wiping the worst of the demon blood from her face.

There was a noise from the dim tunnel connecting to the cavern, an indistinct voice, and Faith instantly scuttled to the other guard’s body. She snatched up his fallen sword and hauled the other weapon out of his chest. She stared at the blades in her hands for a brief moment, then gripped them tightly and looked up with a savage, almost joyful smile.

Black Out



End of Act One

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