Act 1




Lacey Chabert as Skye Talisker, Elijah Wood as Jeff Lindquist, Alicia Silverstone as Heli, Asia Argento as Marie, Evangeline Lilly as Marissa, Rachel Hurd-Wood as Lorinda and Steffani Brass as Shannon

Fade In:



Smash Cut To:


Watchers Council – Lobby – Resume

Andrew’s hand slammed down on a circular red button hidden behind the reception desk. A loud, persistent alarm began to sound throughout the Council Building. An outsider would probably have assumed it was a fire alarm. It wasn’t.

“C’mon,” Andrew muttered, tapping his fingers against the desk. “C’mon, c’mon, c’mon.”

He pressed the first button in front of him when it began to flash.

Cut To:


Watchers Council – Library – Same Time

“Report,” Rowena said simply, speaking into the intercom box by the library door.

Cut To:


Watchers Council – Lobby – Same Time

“I just got a call,” Andrew told her. “Someone said there was a mystical bomb in Cleveland. They said it’ll kill thousands.”

Cut To:


Watchers Council – Library – Same Time

Rowena blinked, looked down for a second, then clicked the intercom back on. “Anything else?”

Cut To:


Watchers Council – Lobby – Same Time

“We got cut off,” Andrew explained, his voice rising even higher than usual. “Rowena…it sounds bad.”

Cut To:


Watchers Council – Library – Same Time

“Doesn’t it always?” Rowena managed a tiny smirk, but it quickly faded. “All right, put the call out to everybody. Front Lobby, three minutes.”

She ran back to her seat, grabbing her small canvas bag from next to her chair. Then she headed for the door. Andrew’s announcement began.

“Attention –”

Cut To:


Watchers Council – Coven Room – Same Time

“– everyone,” Andrew said over the intercom.

Dawn and Willow, who had been on their way out the door because of the alarm, stopped to listen.

“We are in a Code 47 situation. All on-duty personnel, please report to the Front Lobby in three minutes. Repeat, we have a Code 47 situation. All on-duty personnel, please report to the Front Lobby in three minutes. Thank you.”

Before he was done, Willow had left the room. Dawn followed her.

In the hallway outside the Coven Room, Dawn ran for a few strides to catch up with Willow.

“A Code 47?” she asked. “That’s terrorism, right?”

“Mystical terrorism,” Willow confirmed.

“Does that even exist? Because you’d think things might have gone differently if al-Qaeda was following the Rule of Three…”

“We haven’t run into it,” Willow confirmed, “but that doesn’t mean it doesn’t exist. Ro could tell you more than I could.” The pair turned a corner into another hallway.

“So, what are we thinking?” Dawn prodded. Willow didn’t answer right away. Dawn hesitated a moment before continuing. “Do we think this has to do with Skye?”

I don’t know,” Willow said.

“Do we think these are the people who did this to Skye, because…”

“Dawn!” Willow interrupted, her voice a little louder. “I don’t know any more than you do. I’m sure they’ll tell us everything when we get there.”

The two girls turned another corner and nearly ran over Xander.

“Whoa!” he exclaimed, stepping out of the way. He awkwardly ran his foot into the wall and came up hopping. “Ow! Guided female missiles.” Everyone stopped awkwardly in the intersection to make sure he was all right.

“Are you okay?” Dawn asked.

“Sorry,” Willow apologized. “We were just trying to…”

“Yeah,” Xander answered, putting his weight back on his foot, “I’m okay. I just stubbed my toe, is all.”

“You heard about the Code 47?” Dawn said idly, as all three once again began to walk down the hall.

“I heard,” Xander told her, “I’m not sure if I know what’s going on, though.”

“47 is mystical terrorism,” Dawn said, sounding slightly proud of herself. Willow raised an amused eyebrow at the younger girl.

“Seriously?” Xander asked her, as the trio turned another corner. “Since when does that –”

Willow cut him off. “We’re about to find –”

Cut To:


Watchers Council – Hallway Outside Slayer Gym – Same Time

Kennedy walked calmly by the door to the Slayer Gym. Two strides later, she stopped in her tracks. Retracing her steps, she peeked through the doorway.

“You coming?” she asked Faith from the doorway. The elder slayer was still exercising on a floor mat.

“You sure you need me?” Faith replied stoically, not slowing down. “Seems like you’re doin’ fine without me.”

“You want me to beg?”

“I’m not in charge anymore,” Faith said, stopping her crunches and sitting up, beads of sweat on her forehead, “you are. You really want my help, why dontcha just order me to get off my ass?”

“I don’t have to,” Kennedy pointed out. “Sounds like Rowena already did.”

“So it’s ‘Rowena’ now?” Faith grated, walking over to the ledge where she had set her water bottle. “It used to be ‘Blondie,’and that was when you were in a good mood. Wonder when that changed.” She took a long swig of her drink.

“You really wanna do this again?” Kennedy asked.

Faith looked at the other slayer, who met her eyes without blinking. “Fine.”

Kennedy turned and left the room, walking off down the hall.

Kennedy walked off down the hall. Faith appeared outside the gym, looking both ways before finding the other girl. Breaking into a jog, she caught up with Kennedy before she reached the first turn. Kennedy cast a sidelong glance at the other woman as the pair turned the corner.

“So what do we know?” Faith asked.

“You heard the same announcement I did,” Kennedy told her.

“Code 47’s terrorists, right?”


Silence overtook the two slayers, but they kept walking. They walked past the slayer kitchen and Xander’s workshop, side by side, then entered the walkway to the other building. Kennedy coughed once, clearing her throat. In the distance, the sound of excited voices could be heard. The voices grew louder as Faith pushed up the double doors into the Council’s front lobby.

The room was full, both of people and voices. Morgan and Chamique sat in the chairs on the far side of the lobby. Willow, Xander and Dawn were coming down the stairs from the second floor. Lorinda leaned on the railing at the foot of the stairs, glancing up and then quickly averting her eyes. Andrew was still ensconced behind the reception desk. Rowena stood in front of him, surveying the room. Heli and Vi flanked her. The Finnish slayer noticed Kennedy and Faith enter the room and nudged Rowena to point it out to the watcher.

“Okay,” Rowena announced, raising her voice. The noise continued unabated. “Okay!” she yelled. The voices died down until Rowena could be heard without shouting.

“Looks like we’re all here, why don’t we –”

Black Out



Cut To:


Watchers Council – Lobby – Continuous

“– get started,” Rowena said. She saw Robin appear at the top of the stairs. He leaned heavily on the railing, but was moving quickly enough. She nodded in his direction. He returned the favor.

“While working the phones, Andrew received an anonymous tip at approximately 8:16 advising us that somewhere in the Cleveland area there is a mystically-powered explosive device,” she continued. “The caller went on to say that we have approximately one hour to locate and disarm this device, or thousands will die, apparently including Andrew.” A corner of Rowena’s mouth lifted slightly. It would have been a smile had she seemed at all mirthful.

“Including all of us,” Vi added nervously.

“Possibly,” Rowena confirmed.

Faith, who, along with Kennedy, had made her way to the side of the reception desk, spoke up. “How do we know all this ain’t a hoax? I mean, we’re on high alert over one anonymous phone call?”

“Valid point, and you may be right,” Rowena replied, “In any case, we have no choice but to take this seriously. What if we do nothing and it turns out to be real after all? I’d rather be safe than sorry.”

Faith grudgingly allowed herself a nod.

Rowena continued. “We know terrorists will attempt to hit prominent targets if they believe them to be vulnerable. The Olympics, the World Trade Center, the Pentagon…” her voice trailed off. “In situations like this, there is no time for debate. Decisions have to be made quickly and then carried out. With that in mind, I’m going to turn over control of this situation to the Head Slayer. Kennedy?”

All eyes in the room turned to the dark-haired slayer. Kennedy looked slightly taken aback for a split-second.

“Are you serious?” Faith asked, at the same time as Robin said, “Are you sure, Rowena?” Voices grew loud again in the room.

“Knew she’d dump it off,” Jaye said smugly to Marie, who nodded in agreement.

“Is this a good idea?” Dawn whispered to Willow, who shrugged.

Kennedy hesitated for a moment longer and Rowena gave her a slight nod of encouragement.

“Enough chatter!” Kennedy yelled, now standing in front of Rowena. Silence fell once again. She took a deep breath.

“We don’t have any clue where this thing is, or what to do with it when we find it. I know some of you might have your misgivings, but I’m gonna need everybody on this.” Kennedy turned to Willow. Most of the major Council members had made their way near the front of the group, wanting to hear what was going on. “Will, can you do a spell, maybe give us a clue where this thing is?”

The witch shook her head.

“I don’t think so. We can only do a locator spell on a person if we have a personal object, and a bomb isn’t a person, well, not usually. But still I would need to know who I’m looking for to complete it.”

“I could do the foresight spell again, maybe see where the bomb will be,” Jeff volunteered from his perch on the railing halfway up the stairs.

“That almost killed you last time,” Dawn pointed out.

“Well, yeah,” he admitted, “desperate times, desperate measures and all that…”

“We’ll exhaust all other options first,” Kennedy said, holding up a hand. “Any ideas?”

“If it’s a mystical weapon,” Willow speculated, “it would create a magical disturbance. I might be able to sense that from a distance.”

“Use the force, Luke,” Xander quipped. He immediately looked embarrassed. “Sorry.”

“How many Coven members are trained in that type of sensing?” Kennedy asked.

“Uh, five,” Willow answered.

“Just five?” Faith asked incredulously.

“Well, four…now,” Willow admitted.

“Willow, Dawn, Andrew and Jeff,” Rowena counted on her fingers. A look of realization and discomfort came over Rowena’s face and she muttered, “…oh.”

“Who’s the fifth?” Kennedy asked.

“In a cell in the basement,” Andrew offered quietly. The other coven members looked at each other briefly. 

“What’d he say?” Chamique whispered to Morgan, who shrugged and tried to listen closer.

“Right,” Kennedy sighed, rubbing her forehead with one head. “Okay, get her out.”

A murmur ran through the crowd.

Rowena placed a hand on Kennedy’s shoulder, whispering in the slayer’s ear. “Are you sure about this?” she asked.

“We need every resource we can manage on this one,” Kennedy replied. “We’ll have several slayers guarding her at all times.”

“Why would she help us?” Rowena asked.

“Dawn,” Kennedy said simply. The blonde watcher nodded, taking a step back

Kennedy turned to Vi, still speaking quietly. “Get her up here. Keep her in ‘cuffs.”

Vi hesitated, and Kennedy raised an eyebrow.

“Sure,” Vi confirmed, and began to make her way out of the room.

“You really think Skye will help us?” Faith asked, looking around the room.

“If she wants to keep Dawn alive, she will,” Rowena answered. “And I think she does…Go on, Ken.” She nodded to Kennedy to continue.

“Okay, we’ve got five bloodhounds,” Kennedy announced, “so I think our best bet is to send out five teams in five different directions. One lead slayer, one Coven member, and four junior slayers per team. Hopefully one of us will be able to pick up a trail or something. The watchers should stay here and see if they can find out exactly who and what we’re dealing with.”

Robin nodded in agreement. When Willow said nothing, Kennedy looked toward her.

“Will?” she asked.

“Agreed,” she answered.

“Dawn,” Kennedy continued, “when Vi gets back, you and her will lead the team going downtown. Take Jaye, Nadia, Christa and Shannon.”

Dawn took a deep breath, then nodded.

“Faith,” Kennedy said, turning, “you’re going west. Take Jeff, Connie, Claire, Sarah and Lorinda.”

Lorinda was biting her nails at the foot of the stairs.

“But there’s nothin’ west of here,” Faith protested. “Nothin’ ‘prominent.'”

“We’re all taking a direction,” Kennedy explained evenly. “That’s your direction. And if there is a bomb, and if it’s even more powerful than we assume, than that means you’re all that stands between Toledo or Detroit being endangered too.”

Faith held Kennedy’s gaze for another moment. “All right,” she said finally.

“Take any supplies you’ll need for the foresight spell,” Kennedy called to Jeff. “Worst comes to worst you might have to pull over to the side of the road and do it.”

The male witch nodded and headed back up the stairs to the Coven Room.

“It’s even more dangerous than usual, doing it in an uncontrolled environment like that,” Willow objected. “If he’s gonna do it, he needs to be here.”

“Will, I understand what you’re saying,” Kennedy sighed, “but this is life and death here. If this thing is real, and we’re too busy not getting anybody hurt, we might end up getting everybody killed. Jeff is willing to take the chance and so am I.”

Willow didn’t look particularly happy. Kennedy turned to the Finnish slayer next to her.

“Heli, you’re going East on the Shoreway. I know it’s pushing it given the timing, but if you can make it to University Circle, there’s a lot of well known things over there, the Art Museum, Severance Hall, and I want to try to cover them, so fan your girls out.”

“Agreed,” Heli said.

“Take Andrew, Marly, CiCi, Zoe and Alisa.”

Heli nodded and began to move. On her way past the reception desk she slapped Andrew in the back of the head.

“You heard the woman,” she said.

“Ow!” he exclaimed, but he got up as he said it.

“Willow,” Kennedy continued, turning back to face the witch, “you’ll be in the helicopter with Black Ops.”

“But Kennedy,” Willow argued, “you know my position. Do we really need Black Ops on this? We’re dealing with the mystical here.”

Rowena raised a hand and Kennedy nodded in her direction.

“Willow,” the watcher said, “We don’t have time for this discussion again. Situations like this are the reason Black Ops was created.”

“No, they were created against human threats,” Willow answered.

“Which this could be!” Rowena countered, raising her voice.

“Could we at least send somebody else with them?” Willow asked.

“You’re the most experienced magic user we have,” Kennedy said. “Our best shot is going to be to put you with the most mobile unit, and that means Black Ops, Willow.”

“But you don’t –”

“Willow!” Kennedy interrupted, “Like Ro just said, we don’t have time for this. Are you gonna stand here arguing so the city blows up or are you going to be productive and help us?”

Someone gasped audibly. Willow took a breath and licked her lips, glancing over at Rowena. The watcher seemed to realize Willow was looking her way, but refused to turn to face her at the moment.

“I’ll go,” Willow answered, “but we’re talking about this later,” she said, seemingly more to Rowena, although it was directed toward Kennedy.

“Later, great,” Kennedy agreed unenthusiastically. “Xander, you know the equipment better than anybody, you’re communications central. And we’re gonna need to break the armory wide open.”

“Got it,” Xander said with a firm nod.

“Marie, Chamique, Morgan and Denise, you’re with me,” Kennedy continued.

“Which way are you going?” Rowena asked.

“We’re gonna wrangle the psycho,” Kennedy said. “All right, let’s –”

Black Out



Cut To:


Watchers Council – Lobby – Continuous

“– get going, people.” Kennedy surveyed the lobby as the final wave of Council members exited on their way to their assignments. She relaxed a little.

“Okay, next crisis,” she muttered to herself.

Cut To:


Watchers Council – Basement Holding Cells – Same Time

Hands behind her head, Skye stared at the ceiling of her small cell. She lay on her back on her cot. Vi reached the bottom of the stairs and stopped, hesitating before completing her task.

Without looking at the new arrival, Skye grinned.

Cut To:


Watchers Council – Kitchen – Same Time

Heli entered through the swinging doors, checking to see if anyone was nearby. Finding no one, she collapsed against a wall, hand to her chest. She breathed deeply in through her nose, then made an “o” with her lips and blew the breath out again. She repeated this procedure twice. Looking somewhat calmer, she stood up straight and did a couple of jumping jacks.

“You look nervous,” commented a girl with a pointed nose and a pink streak through her dirty blond hair. She had stuck her head, streak and all, through the swinging door. “You nervous?”

“No!” Heli defended, but she quickly relented. “Well, yes, I am nervous. It’s a lot of responsibility out of nowhere, isn’t it, Marly?”

Marly entered the room, letting the doors swing behind her. “It’s not out of nowhere. You were Head Slayer for the whole world that one time we all went to Vor, remember?”

“That was different,” Heli insisted. “The battle wasn’t on our streets. Now if I screw up we’re all going to die, and I’m in charge of the whole east side of town.”

“You’ll do fine, I know it,” Marly assured her. “Roommates know things about each other.”

“You don’t know everything about me,” Heli said quietly, then shook her head and smiled a little. “Don’t you have a date tonight?”

“Yeah, with that guy I met at the bar. Guess that’s off now,” Marly sighed. “Or maybe I’ll just be an hour late. Did you have plans?”

“The usual,” Heli sighed. “Sit in the room, play Go against myself, listen to Sibelius.”

Marly grinned. “Girl, you have to get –”

Cut To:


Watchers Council – Armory – Same Time

Xander laid the high-powered rifle he had been holding down on a table. He set out several of the big guns, ready for their users to pick them up. He made a quick inspection of each weapon before certifying that it was ready for use.

Several girls were nearby, in various stages of putting Black Ops gear on over T-shirts and shorts. Marissa, the raven-haired leader, expertly pulled on a pair of black gloves to match her body armor.

“Okay girls,” she ordered, “this is a search and disarm mission. If you get a shot, take it. We’ve been authorized to use any means necessary to take out the target.” Willow appeared in the doorway near the end of the girl’s statement. She did not look happy.

“You ready for this, Rosenberg?” Marissa asked. “Should be fun.”

“Fun?” Willow asked incredulously.

“Not every day they let me take the heli out for a spin,” the slayer replied, fitting a communications headpiece over her long dark hair. She moved her attention back to her team. “C’mon girls, move it. This isn’t a fashion show!”

She grabbed the nearest of the guns, peering through the sights for a moment before lowering the weapon and nodding her approval. She headed for the exit, but stopped in the doorway.

“You coming?” she asked Willow, snapping an ammo clip into place.

The red-head sighed, then grabbed a headset before following the Black Ops leader from the room. “About this whole ‘get a shot’ thing…” Willow said as they walked away.

Vi entered the armory as soon as Willow and Marissa had left, pushing through the Black Ops girls trying to get their weapons in order to get to the communications equipment. Xander was still laying out head-sets.

“Hey,” Vi began uncomfortably.

“Hey,” Xander answered, looking up at her face.

Vi seemed unsure what to do. “I’m just…I, um, came to get some gear…for my team.”

“Oh, right,” Xander said, shaking his head. He picked up six head-sets from the pile behind him and held them out for Vi. She looked at him tentatively for a second, then quickly snatched the equipment from him and turned tail.

Xander sadly looked off in the direction she’d gone, forgetting his duties for the moment. Then his look changed quickly to surprise as Vi strode back into view. Without hesitating, the slayer pulled Xander’s face toward her own and kissed him, hard.

With an audible smacking of lips, she let go a second later. Xander looked stunned. The Black Ops girls had stopped their preparations for a moment, smiling and giggling at the pair.

“In case we blow up,” Vi explained. Xander managed a nod.

Cut To:


Watchers Council – Garage – Same Time

“– Dawn!”

Dawn stopped in her tracks at the sound of a familiar voice. She had been walking past the first of a set of several black vans with Council crests on the side. Chamique and Morgan were struggling to load someone into the side of the van.

“Hey, Dawn,” Skye called again. She swung her body around, throwing Morgan into the side of the nearest car. The small blond slayer cringed and tried to get to her feet. Meanwhile, Skye wrenched her arm free of Chamique’s grip and ran over to Dawn. The young watcher’s eyes darted around, as if looking for an escape route, but she didn’t move.

Skye stopped in front of Dawn. “Don’t worry,” she said earnestly. “I’ll never let anything happen to you.” Her hands were cuffed together, but she still brought her fingers up to stroke Dawn’s hair.

Dawn swallowed hard. “Too bad Dana and Bonnie can’t say the same thing,” she replied, her frightened eyes now looking cold.

The moment was quickly broken by Chamique, who grabbed Skye by one of her arms and dragged her backwards towards the van.

“Don’t make me get out the tazer,” she threatened.

Skye continued to watch Dawn as she was pushed into the van.

For a moment, Dawn didn’t move. Inside the van, Skye cast her eyes down the floor and sighed.

Meanwhile, Kennedy moved through the garage on the way to the rendezvous with her team. She patted the microphone suspended in front of her mouth to test it. “This is Slayer One testing. One. Two. Three. Testing. We good?”

Cut To:


Watchers Council – War Room – Same Time

Xander sat down in the hot seat, speaking into a larger microphone. “This is Base to Slayer One. You’re coming in loud and clear, Slayer One. Over.”

Cut To:


Watchers Council – Garage – Same Time

Kennedy spoke into her headset as she walked. “Okay, everybody, this is Slayer One. Let’s do a roll call. Team B?”

Cut To:


B Team Van – Same Time

Sitting in the front passenger seat of a Council van, Vi turned her head to see the rest of her team strapping into the back. Dawn opened the driver’s side door and got in.

“B Team is a go,” Vi said into her headset, as she buckled her seatbelt.

“C team?”

Cut To:


C Team Van – Same Time

Faith didn’t pause from loading some of Jeff’s magical supplies into the back of her group’s van. “Five by five,” she announced.

Cut To:


D Team Van – Same Time

Heli shook her headset in an attempt to get it to start working, then tried it back on.

“– team, are you there?” Kennedy was asking.

“Yeah, we’re here now,” Heli told her. “We’re fine.”

“Cheap crap,” she muttered to Andrew, as she turned the key and the van’s engine started. “For all our money, you’d think we’d have something more reliable.”

“Black Ops?” Kennedy continued on the radio.

Cut To:


Watchers Council – Helicopter Pad – Same Time

Marissa saw the last of her girls hop into the helicopter on the roof of the Council building as the craft’s blades began to spin faster and faster.

“Check,” she answered, shouting over the noise. “Take her up,” she yelled to the pilot, who gave a thumbs up.

Willow shifted uneasily in her seat next to Marissa.

Cut To:


A Team Van – Same Time

Kennedy closed the passenger-side door of her van. Marie was starting the van, while the rest of the team continued to secure various swords and crossbows in the back. Skye sat quietly in one of the seats, her handcuffed wrists in her lap.

“Hi, Kennedy,” Skye said. The slayer attempted not to notice.

“A Team is go. Watchers?”

Cut To:


Watchers Council – Library – Same Time

Rowena, who was also wearing a headset, strode into the library. The room had already become a beehive of activity, relevant books being separated into piles on several tables.

“Well on our way,” she reported.

Cut To:


A Team Van – Same Time

Marie began to back the van out of its parking space. The other vans could be seen through the windshield on their way out of the garage.

“Okay,” Kennedy said, “I guess that’s it, then. Good luck, every –”

Black Out



End of Act One

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