act 3



Fade In:


Island – Domed Building – Moments Later

Giles quietly paced one section of the immense wall, his hand lightly brushing the cold stone as if he were reading a form of inverted Braille.

“Extraordinary,” he mumbled.

“So this is that thingy you stepped on?” Buffy’s voice reverberated around the chamber. She stood back from the steps leading up to the podium and glanced up at the crystal above the platform. “Hey, Will. Look. Even more bling. Looks like a rapper’s nightstand.”

“Told you she liked shiny things,” Willow noted.

“Yes, that would be that thingy,” Giles said nonchalantly as he continued along the walls.

The flash from Willow’s camera lit up the chamber. “I’m presuming we’re looking for a spell to re-connect you, but…” She waved her arms around the chamber. “…depth, a little out of. Haven’t you got any clue where this spell might be?”

Giles sighed. “I’ll admit, it is a little…daunting, to say the least, but we can’t be overwhelmed by the immensity of the situation or pass this opportunity up.”

“Oh, I’m not saying that. It’s just…needle in a haystack kinda comes to mind.”

Buffy looked from Willow to Giles. “She’s wearing her pessimistic hat today, can ya tell?”

Giles grinned, while Willow pouted.

“Guys,” Gwen’s voice suddenly buzzed through their earpieces, a large amount of static crackling in their ears, “sorry about the interference. Don’t adjust the frequency, it’s just me.”

Giles lifted out his earpiece and ran his index finger around his ear, then placed it back on. “Go ahead, Gwen.”

“Think we might have found the Loathestone.”

Cut To:


Island – Right District – Same Time

“Lori and I are at the top of one of the main towers –”

“Stairs…are…a bitch,” Lori gasped for air.

“It’s kinda like a lighthouse. Great view, but in place of a really, really large bulb is a – yes, you’ve guessed it – super massive translucent stone,” Gwen said. “Kinda looks like a giant clear Jolly Rancher.”

“So what’s so Loathey about it?” Willow asked.

Lori caught her breath, then walked away from Gwen and pressed the trigger on the radio.

“It’s Lori. I’d say this lighthouse doesn’t just aid lost ships to shore. There’s some sort of mystical power source beneath the stone, and there’s also a control terminal. We’ve deciphered some of the text on the terminal, thanks to our PDAs. It’s definitely sounding like a weapons platform.”

“Is it inert? Are you two safe?” Giles said.

“Yes, the weapon’s offline. We scanned the tower, and there’s no adverse radiation or readings coming off the stone. The stone’s actually above us; we’re below with the power source and the control terminal. What do you want us to do?”

Cut To:


Island – Domed Building – Same Time

“Buffy?” Giles looked at her while taking his finger off his earpiece.

“If it’s as good as the Scythe, and here’s betting it is, it could make for one hell of a defense system.”

Giles nodded in agreement and then pressed his earpiece once again. “See if you can find any information on the weapon in the tower, particularly schematics and whether it can be replicated, or the one in the tower dismantled.”

“You got it. Lori out.”

Cut To:


Watchers Council – Robin and Faith’s Apartment – Night

Rowena held a silver coin in her fingertips. She had one eye closed as she squinted. Suddenly, her hand shot down sharply, and the coin bounced off the table and fell into a shot glass.

“Drink!” Faith said across from her. On either side of her sat Xander and Robin.

Rowena sighed, picked up her bottle of orange juice and took a few large swigs. Faith, meanwhile, downed the shot glass and spit the quarter into her hand. She put it back on the table and slid the coin to Xander as she refilled the shot glass with vodka.

“This is the least fun I’ve ever had playing quarters,” Rowena replied.

Everyone around the table laughed, the men obviously drunk.

“What I wanna know’s why Faith ‘lways gets to be the one to drink your shots?” Xander slurred.

“Slayer metabolism. Takes a lot to get us drunk,” Faith answered, sounding incredibly sober. “Besides, you’ve had enough on your own already, Pal.”

Xander looked around the table. “I jus’ realized somethin’.”

“Waz ‘at?” Robin asked, his body swaying slightly back and forth.

“There’s only one person sittin’ ‘ere I haven’t had sex with.”

Robin and Faith laughed. Rowena, who was taking another drink of orange juice, quickly covered her face and started to cough.

“Burns,” she muttered, wiping her nose and mouth.

“You ain’t gonna go three for three,” Robin told him, making them all laugh again.

“Oh Lord,” Rowena sighed. “I need some water,” she told Faith, before she started coughing again.

“I’ll get it,” Faith told her, starting to rise.

“No, sit. It’s your night off, and I need the exercise,” Rowena told her. She headed off to the kitchen.

“So when do you think the dam’s gonna burst?” Faith yelled over her shoulder toward the kitchen.

“Not soon enough as far as I’m concerned,” Rowena replied from the kitchen, as she poured some water into a glass. “If I’m not done by the twenty-sixth, we’re inducing.”

“Willow gonna work some witchy magic?” Faith asked.

“No,” Rowena said, walking back. “Dr. Abraham will be the magician.”

Faith snorted.

“And then I’ll be dad,” Xander replied. Robin and Faith didn’t quite know what to say. “It’s true. They told me I get to be a dad if I want and I want. Oh, and I made a crib.” He held his finger straight up in the air as if he was making an important point.

Rowena chuckled and rubbed her fingers through the top of Xander’s hair with her free hand as she made her way back to her seat. “You sure did,” she told him. “And you’ll be a great dad, I’m sure.”

“Don’t know about that. My dad? Not dad-of-the-year.”

“Did your dad ever make you a crib?” Rowena asked.

Xander seemed to think for a moment. “He made a fort out of empty beer cans once,” he replied. “Does that count?”

“Not even close,” Rowena told him. “You’re already way above him in my book,” she added with a smile.

Cut To:


Downtown Cleveland – Night

Kennedy walked ahead of Marie, Chamique, Denise and Shilpi as they headed down a busy street, alive with nightlife.

Chamique looked annoyed. “Telling us that a date with a rather attractive guy was ‘cool’ is just as bad as telling us you’ve got a secret but can’t tell! Well, I’m putting my foot down!” She stopped briefly and stomped her foot down on the sidewalk. “Spill, woman!”

Denise held her composure. “What is it with you guys and the kiss and tell?”

“It’s our fuel for these lonely, cold nights of stalking the streets, waiting for something to kill,” Shilpi quipped.

Kennedy just walked on ahead, oblivious to the light-hearted banter.

“Oh my God, it’s those slayer chicks!” a frat boy further along the street said. He slapped the back of his hand on his friend’s chest.

“You guys are awesome!” his friend cheered, thrusting a rock sign skyward.

Kennedy just barged through them and continued along the sidewalk.

One guy walked alongside Marie. “Hey, chica, how you doin’? My buddy and I are like total demons in the sack. You wanna hook up sometime?”

Marie raised a brow and grunted. “First, Italian. Second, hell no!”

The other guy ran up to Kennedy and walked backwards in front of her. “Hey, where you going?” She ignored him. “Oh come on, you telling me you ain’t interested in this?” He pointed at himself with both hands. When Kennedy continued to ignore him, a look of sudden understanding appeared on his intoxicated, pasty face. “Oh, wait, that’s it…you’re one of those lesbo slayers, huh?”

With his luck pushed, he found himself at the mercy of Kennedy’s deadly grip around his neck.

“Look…dude, if ever you’ve pissed a woman off, then you know the world of hurt that is the Ya-Ya Sisterhood’s fury. Now multiply that pain by ten…” She tightened her hold, making him squirm in his Polo shirt. “…and that’s what you can expect from a pissed off –” Kennedy’s mouth fell open as she caught a glimpse of the side of Heli’s face, walking among the crowd further up on the opposite side of the street.

She let go of the man and took off after Heli, who broke from the crowd and turned into the adjacent street.

“Kennedy!” Marie shouted out after her.

The head slayer ignored the cries of her team and just ran across the street with a complete disregard for the traffic.

“Man, what’s her deal?” the frat boy that had approached Kennedy said, genuinely confused.

Chamique stopped beside him and his friend and said, “Why don’t you guys go and…chug something!”

She and the others took off after the fleeting image of Kennedy, who filtered in and out of the crowd, easily outpacing her fellow slayers.

The team skidded to an abrupt stop on the corner of the street and scanned the bustling area around them.

“Damn, where’d she go?” Shilpi said, panting heavily.

Cut To:


Island – Left District – Same Time

“Now this is interesting,” Grace said, sitting atop a table with a book on her lap. “Seems the Guardians were in the middle of investigating the links between the slayer and the potentials…something about…” She ran her finger along the sentence. “… how the next slayer is picked after the former dies.”

Felix looked up from packing away a scroll into a hard tube case. “Sounds interesting.”

She glanced over to him. “Yeah, it is. Guess it doesn’t apply today. Still, very interesting. There’s something in here about a chain that links all of the slayers together. Umm…then, on the other hand, they were investigating the existence of leprechauns as well.” Grace closed the book and sarcastically added, “Fascinating race of old dears, those Guardians.”

Felix smiled. Grace returned his smile and moved from the table over to a nearby shelf to replace her book. When she turned back, she found him still staring at her.


“You just reminded me of your mother, just then.”

Grace’s smirk faded a little. “Yeah, well, can’t be helped. Offspring and all.”

“How is she? I haven’t spoken to her since…” Felix caught himself.

“Since she got the boot up the jacksey?”

“You do understand that it wasn’t personal, in regards to both your mother and yourself?”

She shook her head in reluctant agreement. “Yeah.”

Felix half-smiled. “I must say, your actions and vigor at the hearing were commendable. You’re a credit, not only to your mother and yourself, but to the Council as well. You’ll go far.”

Grace’s face coyly lit up.

Cut To:


Downtown Cleveland – Moments Later

Cars skidded to a halt, some swerving out of the way. The drivers slammed furious palms down on horns, blasting out a chorus at their conductor and choreographer, Kennedy.

In stark contrast to the mayhem surrounding her, Heli continued making her way through the crowd. Slowly and calmly, she just walked with her head forward.

When she came to a clear path in the road, Kennedy launched into a full sprint, her eyes fixed on the back of Heli’s head. Although she raced after her with all the speed she could muster, Heli still seemed to be just out of reach, then…


Kennedy collided with an oncoming car that she had entirely failed to see. The impact threw her into the air and sent her crashing to the hard asphalt yards ahead.

With a groan, she rolled off her side and onto her chest a few moments later. Kennedy blew out a heavy, sharp sigh through clenched teeth. She reached out and picked herself up with the aid of a nearby lamppost. A gash above her right eye made it a struggle to see and focus, but when she did, she glanced up just in time to see Heli disappear into the entrance of an alley.

The driver of the car that had hit Kennedy stumbled out of his car, clearly distraught, and had begun to make his way over to her when she winced and took off again after Heli.

Cut To:


Island – Central Concourse – Day

“I spy with my little mascara-laden cockney eye…something beginning with…B,” Casey said as she slowly walked around the square, kicking a piece of rock in front of her.

“Brick?” Hadley’s voice rang in Casey’s ear.

Slack-jawed, Casey’s eyes bulged. “No!” she insisted, her reply drawn out in a breathy voice.

Please tell me that was you being sarcastic.

“That’s the beauty of me, sweetheart, you’ll never know.” Casey stopped and kicked the rock into the air, sending it flying down the walkway. “Your turn.”

Cut To:


Island – Cliffs Overlooking Shoreline Path – Same Time

Hadley smirked as she shook her head. “Okay, I spy with my gorgeous brown eye…something beginning with…” She turned around, and her cheerful expression soon turned dour. “What the hell is that?”

Huh?” Casey asked, confused.

“There’s something bobbing up and down. It’s getting closer.” Hadley scrambled for the pair of tactical binoculars clipped to her belt.

“I think you’ll find that’s the sea, my dear.”

Hadley brought the binoculars up to her eyes, and after a moment, her mouth dropped open. She slammed her binoculars back on her belt and pressed her earpiece.

“Mr. Giles?” Hadley sounded genuinely worried, scared even.

Cut To:


Island – Domed Building – Same Time

Giles put down his notebook and pressed his earpiece. “Go ahead, Hadley.”

Cut To:


Island – Cliffs Overlooking Shoreline Path – Same Time

“That ship. That bone ship. It’s moving. It’s coming toward the shore.” Her eyes were locked on the impending abomination.

Cut To:


Island – Domed Building – Same Time

Giles’s eyes went wide. Then he marched towards the door.

“Buffy, you’re with me,” he commanded.

She frowned, but nevertheless, she picked up her Scythe and quickly followed behind him.

“What’s going on?” Willow asked, turning away from the wall she was photographing. Giles didn’t stop. Buffy shrugged her shoulders at her friend. “Giles?”

He stopped and turned to the witch. “Pray that we find the spell to reconnect my mind quickly.”

Willow stared back at him, horrified and confused, as he walked out of the chamber.

Buffy stopped at the door and gave Willow one last look. She then took her Scythe in both her hands and ran after Giles.

Willow stood in the vast chamber on her own. She swallowed hard.

Cut To:


Island – Cliffs Overlooking Shoreline Path – Moments Later

Felix jogged to catch up with Giles and Buffy. In the background, Grace came to a stop next to Casey and they both shared a look.

“What is it?” Felix asked, catching his breath.

Hadley turned and ran toward Giles, pointing behind her. “There! There!”

He took the binoculars that Hadley offered and immediately looked through them. With each passing second, the gap between the skeleton ship and the island narrowed.

Through the binoculars, Giles saw demons on board running around the deck, climbing up to the lookout towers and bringing weapons up from the cargo hold. The seven-foot demon stood at the front of the ship, his head snapping from side to side as he barked inaudible orders to his underlings.

Giles lowered the binoculars for the briefest of moments and then raised them again. As he stared out at the ship, echoes of voices played in his mind.

V.O., Seven-Foot Demon: “I am your judge –”

Flash To:


Dark Room – Time Unknown

” – I am your jury,” the seven-foot demon said, as he circled a kneeling demon whose hands were bound behind his back, with his bare chest exposed. The other demon had a series of long deep scars on his hide-like reddish skin. “I am your executioner.” The captive’s head hung low and was concealed under a black burlap bag. Then the seven-foot demon came to rest behind his kneeling prisoner, “I am the law, and judgment will be delivered unto thee by the edge of my blade.”

The seven-foot demon raised his scythe-like staff above his skeletal head and swiftly brought down the bladed end, neatly slicing the kneeling demon’s head clean off.

A spray of blood spurted out of the wound and up at the tall demon. He reveled in the shower as the blood fell on his face. A moment later, the kneeling demon’s lifeless body fell to the floor.

V.O., Seven-Foot Demon: “My armies shall ravage and rape your lands –”

Flashback To:


Unknown Location – Temple Steps – Dusk

” – and you shall all suffer!” the seven-foot demon howled as he stood on the bloodied and cracked steps of a temple. His armies lined the grounds below, spears and swords raised; the mutilated corpses of the fallen were strewn on the earth. The survivors of the opposing army were on their knees, forced to stare up at the victorious enemy.

“At my will, you shall perish!” he screamed up at the heavens. “My hatred shall last until I destroy you all!” Then he shot a look down at the survivors below.

“You have borne witness to my power! To my mercy for letting you live long enough to see your false God brought to its pathetic knees!” With that, his minions started killing the surviving demons one at a time. “Depart for the darkness and fire of the pit, never to return to my empire, and you shall know my name – Zeromus!!” The demon thrust a decapitated head into the air, commanding the cheers of his own armies.

Smash Cut To:


Island – Cliffs Overlooking Shoreline Path – Resume

Giles stumbled back and dropped the binoculars. Hadley reached out and stopped him from falling over backwards. Once stable, he walked out of her hold to the edge of the cliff and picked up the binoculars.

“That’s not a demon,” he said resolutely.

Buffy frowned and stepped forward, as did Felix.

“If he’s not a demon, then what is he?” Buffy asked. “Please don’t tell me he’s a Hell God, ’cause we all know how that ended,” she said, gripping the Scythe tighter. “‘cept maybe Jason.” She glanced over at him. “I died.”

“No, we’d be lucky if he were a Hell God. He’s something much graver than that.” Giles continued, still staring at the skeleton ship. “He’s an Old One.”

Buffy’s eyes widened, as did Felix’s.

Cut To:


Island – Central Concourse – Moments Later

“An Old One? Giles?” Buffy wore a completely dumbfounded look on her face. “An Old One?”

“As in that race of hell beasties that The Master and The Order of Aurelius were trying to bring back to the world?” Willow asked with a frown.

Precisely,” Giles said as the entire group convened under the central stone pagoda. Lori sat on one of the benches.

“I thought The Old Ones were extinct? Or rather, not here in this dimension anymore,” Grace added, leaning up against one of the pillars beside Gwen.

“Yes. Some were driven out of this reality when the time of man came. The remains of the others were laid to rest in what is called the Deeper Well, in the Cotswolds.”

“Remains?” Gwen said, turning up her nose.

Giles nodded. “The Old Ones were a race of pure-bred demons, undiluted, absolute. Their power unmatched by any but their own kind. They warred like we would eat, and –”

“History lesson all well and good,” Buffy interrupted, “but there’s a boatload of bad a-coming, and I for one would like to know how to kill it.”

“The lesson to be learnt is that an Old One cannot be killed by conventional means. They do not live and die the way that we do, or that any other demon does,” Giles continued, his arms folded.

“The demon that the Mayor turned into…Olvikan. I remember Anya saying that Olvikan was a pure demon, so Olvikan – the original one – was an Old One?” Willow asked.

Giles nodded. “But the Mayor was able to be killed in the explosion because he was not the original Olvikan, more…in his image.”

“Do you know which Old One this is?” Felix asked.

“His name is Zeromus,” Giles replied.

“Okay, gonna ask the obvious here,” Casey said. “If none of these Old Ones escaped being killed or being put in the Well or leaving this dimension or what have you, then how come there’s one sailing the bloody high seas?” Casey received a “Hear, hear,” from Hadley. “Also, how in bloomin’ heck did the bloody thing break free of that time dilation field?”

“I-I don’t know,” Giles said, shrugging his shoulders.

Grace stepped forward and coughed. “The how part of the equation here isn’t the most pressing. There’s an Old One just about to make landfall. Shouldn’t we…?” She waved her hands in the air.

“Grace is right,” Felix said. “We need a plan.”

“Agreed,” Lori leaned down hard on her cane and stood.

“Yes,” Giles said. He cleared his throat, and both Buffy and Willow came to attention. “Casey and Hadley, get down to the boat, bring up as many weapons as you can and then hold this position. Buffy and Gwen, you will be the front line. Deal out as much damage as you can and then fall back. You can’t beat Zeromus, but you can slow him and his troops down for a time. Lori, we need you to get that weapon up and running. Do you feel you can do that?”

“Doesn’t look like we have a choice,” she replied.

“Good. Grace, Felix, Willow and I will be in the Repository Chamber. The answer has to be in there. It’s imperative that we find the spell to reconnect my mind to the archive, since the archive might also hold a spell for stopping Zeromus. Now everyone, get to work.”

Cut To:


Downtown Cleveland – Alley – Moments Later

Now encumbered with a heavy limp and holding her side, Kennedy made her way down the alley. Her other hand was on the wall as she used the surface to propel herself forward.

As her eyes adjusted to the illumination, supplied by a grubby light bulb that flickered on and off near the back door of a building, she stopped dead. She saw Heli standing at the end of the alley with her back to Kennedy, facing the damp, moss-ridden brick wall.

Kennedy swallowed down a hard lump in her throat. “He-Heli?” she said, her voice stuttering in fear.

The snarl of a vampire echoed out of the shadows right before he rushed Kennedy, slamming her powerfully against the wall. Another vampire landed in the alley a few feet from them. Then another arrived.

She struggled against the first vampire, her cries of pain and for help falling on deaf ears. She managed to escape his grasp and stumbled toward the main street.

The second and third vamps ran her down and threw her back against the wall, cracking the brick on impact. They each pinned one of Kennedy’s arms as the first vampire stepped up, his golden animalistic eyes locked in a fierce stare with Kennedy’s.

“And here I was sayin’ not more than five minutes ago that we should order take-out. Our lucky night, boys – a hot meal, and a slayer to boot. Guess it’s not so much lucky for you, huh?” He bared his fangs in a chilling grin. He grabbed Kennedy’s chin and shoved her head aside, exposing her neck.

Her eyes fell onto Heli’s back. She was immobilized, not just because she was being held down, but also because she seemed paralyzed with fear. A moment later, the vampire’s fangs broke her skin. Kennedy shuddered and winced.

A piercing sound cut through the stale air. The third vampire, his back to the street, jerked forward. A cracking sound could be heard in the quiet. He looked down to see the spiked tip of a large stake protruding from his chest just before he exploded into dust.

The feeding vampire ripped his fangs from Kennedy’s neck and, blood dripping from his mouth, looked back at Chamique. Then his eyes widened before he also found a stake in his chest. He glanced at the stake and then back up at Chamique, who simply shrugged her shoulders as he exploded into the wind.

Kennedy’s legs gave way under her and she fell to the ground. Meanwhile, the third vampire turned quickly on his heels and ran to the back of the alley, only to find Marie blocking his way.

Kennedy’s eyes fluttered open. She looked up to see Heli standing over her, staring with vacant eyes. The last thing Kennedy saw before her eyes shut was Heli silently mouthing, “I win.”

Marie leapt forward and delivered a swift backhand to the vampire’s jaw, sending him into a spin. When he spun back to face her, she thrust her stake square into his heart.

As the dust of his previous form fell, Marie turned her head and saw Denise and Shilpi lifting Kennedy’s unresponsive body to her feet and Chamique tightly pressing a piece of gauze to the injured slayer’s bleeding neck. Marie hurriedly grabbed the radio from her belt.

“HQ, this is Slayer Squad One. We need immediate extraction. Slayer down.”

Cut To:


Island – Craggy Shoreline – Minutes Later

The sand crunched under the thick, animal-hide sole of Zeromus’s boot. Bird-like, his eyes darted from one corner to the next, taking in the surrounding beach. Behind him, his army poured out in droves from the bone-ship that had roughly docked on the shore behind him, a makeshift walkway descending to the beach.

Zeromus closed his eyes and took in a long deep breath before releasing a powerful exhale.

“The linear progression of time has increased exponentially.” He half- turned his head back to his army as it continued to grow. “The stars are not as they once were. How long has this voyage been?”

“My Lord!” one of the many faceless demons cried out, pointing out a long bony finger towards the Council’s vessel. “Another craft!”

Zeromus spun around and locked his eyes on the bobbing vessel. “What…what design is this?” he said curiously, as he took slow steps towards the other ship.

“Perhaps they are the spawn of the Guardians?”

“Perhaps,” Zeromus reiterated. “And if they are their descendants, then what an opportune event to have fall at my feet.”

Cut To:


Island – Cliffs Overlooking Shoreline Path – Moments Later

Buffy hid behind several very large and well-positioned boulders, her fingers curled around the grips of the Scythe.

She lightly tapped her earpiece. “You ready, Storm?”

“Please, I look more like Rogue,” Gwen replied. “Halle Berry’s still got a lot to make up for after Catwoman. Michelle Pfeiffer, now she’s Catwoman.”

Cut To:


Island – Cliffs Overlooking Shoreline Path – Same Time

A radio lay on the grass beside Gwen as she ducked behind another set of boulders opposite Buffy’s position. Covertly, she peered through a gap between two of the boulders.

“They’re in place.” She pressed up against the boulder to get a better vantage. “Whoa! That’s some serious ugly!”

“What do you see?” Buffy’s voice said over the radio.

“I’m guessing the Big Daddy at the back of the armada’s Zeromus. So boss lady, you ready?”

Cut To:


Island – Cliffs Overlooking Shoreline Path – Moments Later

“‘kay. On my mark,” Buffy blew out a quick breath. “Go!” She yelled this last, then dug a hard shoulder into the boulders. Through gritted teeth and a strained expression, she pushed the boulders over the cliff.

Cut To:


Island – Shoreline Path – Moments Later

At hearing a rumbling noise, a group of the demons looked up at the cliff to find a series of large boulders crashing down toward them. They unleashed a shrill scream, but before they had time to escape, the gigantic rocks landed on top of them.

A loud digital beep could be heard, and then a set of explosions broke out along the cliff side beneath Buffy’s feet. The explosions knocked the demons off their feet. A spray of sediment blurred their vision, and a wave of tumbling rocks cracked their bones and buried them where they had stood.

Buffy ran ahead of the explosions and launched into a daring jump as the ground beneath her crumbled onto the masses below.

She landed into a roll on the path at the front of Zeromus’s army, unsheathed the Scythe on her back, and began dispatching the nearest of those demons that were still standing.

Gwen jumped up from behind the other set of boulders and threw a cylindrical metal detonator to the ground. Then she ripped off her gloves and summoned blazing arcs of electricity that flew off of her fingertips and streaked into the horde below. The streams of electricity shot from one demon to the next, penetrating their chests and weaving a web of blue death between them.

Buffy danced around the demons, like a death-dealing Dorothy Hamill-clone, spinning and stepping between them as she sliced the blade of the Scythe deep across their chests. She stopped only to stab the occasional demon with the pointy end.

She bashed one of the attacking demons in the head with the smooth face of the Scythe, and as he recoiled, she pulled the Scythe back and cleanly took off his head.

His body didn’t go down.

Instead a vile, putrid yellow liquid sprayed and bubbled up from his neck stump. Suddenly a spiny parasitic organism shot out of the wound, replacing the demon’s head and fanning out its bones, almost wing-like. It snapped with large jaws at Buffy, who stumbled back and brought the Scythe up to shield herself.

A flash of light erupted in front of her. Then she heard the demon’s body, parasite and all, crash to the ground. She brought down the Scythe to see Gwen giving her a salute, but before she could communicate her thanks, another demon was on her. She cartwheeled backwards, then kicked forward and sliced the demon’s chest.

Gwen turned back to fire at the growing army that continued to spill out of the skeleton ship, but she had to duck an axe thrown at her head. As she stood upright again, more weapons were thrown at her position, pinning her down.

Buffy stabbed another demon, looked up at the rain of iron pouring down on Gwen, who scrambled for shelter. She quickly turned her head down the path to the shoreline to see the demons still coming. She turned back to Gwen, and at that moment they caught each other’s eye.

Bail!!” Buffy screamed at her.

Gwen looked down at Buffy, slipped her gloves back on, grabbed a grappling hook strapped to her leg and shot it toward the stone catwalk above the entrance to the square. With another squeeze of the trigger she flew into the air, narrowly evading the hurled weapons.

Buffy struck down another demon and then ran back toward the square.

Cut To:


Island – Central Concourse – Same Time

Gwen jumped down beside Buffy. They skidded into the square and launched into a sprint, running past Casey and Hadley, who had set up their position behind makeshift barricades made out of the stone benches and metal weapons cases.

“Recover! It’s our turn!” Casey said, as she plopped a battered World War I tin helmet on her head and cocked her machine gun.

As the demons rounded the corner, she shouted, “Open fire!” Then she and Hadley let rip a shower of bullets.

Buffy and Gwen panted as they attempted to catch their breaths behind one of the stone pillars. Buffy peered around to see that the gunfire was doing the job of slowing down the demons, even killing a few of them by ripping them to shreds.

Gwen also looked around the pillar at the demons racing up to the square. Then her eyes fell onto a weapons case that had been placed at the back of the pile. She raced from behind the pillar and over to the case. She unclipped the latch and pulled out an RPG.

Gwen!” Buffy shouted out.

Gwen bent down and brought the weapon up onto her rubber-clad shoulder. She aimed the nose of the weapon at the catwalk above the entrance and then fired the rocket-propelled grenade.

She jerked back as it flew into the air with a trail of smoke behind it. A huge explosion immediately followed. The cloud of roaring fire and superheated smoke washed over some of the demons as the heavy stone catwalk came down, along with the side of the adjacent buildings, burying the demons and blocking the path of those it didn’t destroy.

Both Casey and Hadley cheered, while Buffy came out from behind her pillar, a little stunned.

Gwen dropped the RPG and ran back toward where Buffy waited. “Sorry, always wanted to do that.”

Buffy began to snigger when Giles’s voice blasted in her ear.

“What in the world was that?”

She pressed her earpiece and said, “Rambo over here blocked off the entrance to the square. That should buy us some more time.”

“Rambo? Oh never mind,” Giles clearly sighed and then signed off.

“So what do we do now?” Gwen asked Buffy.

“Casey and Hadley,” she said, “hold this position. Anything moves down there that’s not with the Council, shoot it.” She smirked at seeing Gwen’s raised brow.

“And us?” Gwen asked.

“Grab yourself some weapons. I got an idea,” Buffy told Gwen as she walked away.

Casey’s eyes wandered about the square. Her gun trained and resting on top of one of the metal cases, Casey saw a stream of dust fall from above out of the corner of her eye. Slowly she glanced up, and her eyes went wide. She pulled out the clip and slammed in a new one, cocked the machine gun, and belted at the top of her voice. “Above!

Buffy, Gwen and Hadley looked up to see a horde of the demons climbing down the walls from over the roofs of the buildings. They crawled down like creeping spiders, their eyes facing the ground.

Casey and Hadley opened fire, systematically taking down the demons. Those who lost their grip fell to the hard stone ground and broke their necks. Those who endured the pain unleashed bone-chilling screams as they hurriedly made for the square.

“Okay, then. Plan B it is,” Buffy said, with a bit of a gulp.

Gwen looked at her and then stood her ground. She raised her sniper rifle and took down one of the demons climbing down.

The rubble began to shudder under the force of the demons behind it.

Cut To:


Island – Spire Control Deck – Same Time

Lori pulled out a clear blue crystal card from the control terminal and placed it in an empty port. She growled under her breath as she fiddled with the controls. The sound of gunfire broke out below.

“Oh crap…” she said, her face growing white.

She picked up speed and rearranged several other crystals while turning a series of dials and switches, every now and then glancing up at the PDA propped up on top of the terminal.

As she slid in another card, the terminal sprung to life. A soft green light illuminated the controls from underneath the housing. The sound of the weapon powering up overwhelmed everything else.

Lori stepped back and, with a frown, looked down at the spare card in her hand. She raised a brow, bit her bottom lip and gingerly placed the card to the side.

Tapping her earpiece, she said, “The weapon’s online…I think.”

Cut To:


Island – Repository Chamber – Same Time

Lori’s voice filled the stone chamber, blasting out of the portable radio that sat atop Giles’s backpack. Giles sat on the cold stone, translating the carvings on the floor and on the steps leading up to the podium.

He leaned over and held down the send button. “Good job, Lori, and not a moment too soon,” he said.

“The weapon needs to reach a certain capacity before it can fire. The swirly blue water in this li’l orb needs to reach the red line.”

Giles held down the button again. “As soon as you can fire, do it.”


He released the button and caught Felix’s eye before he returned to work.

Felix turned back to frantically scouring the wall in front of him, a PDA in hand. An open document on the screen displayed a key to some ancient pictorial language.

Willow was on her knees, examining the bottom section of the wall, her finger tracing under the words as she read.

Grace finished her section and turned to Giles, who was across the room behind her, but as she did so, she let out a scream and dropped her PDA when she saw Zeromus standing in the doorway of the chamber.

The rest of the group turned toward Grace, who placed her back against the wall.

“Grace!” Felix called out, snapping his fingers.

She looked to him, and he beckoned her to come over, which she did, fast.

Willow stood still, her eyes fixated on the Old One.

Giles’s eyes widened at the sight of Zeromus, then he quickly looked down at the steps of the podium and pressed a series of the letters carved on them in sequence

Zeromus didn’t seem very concerned about their presence. Rather, he was completely taken in by the sights of the chamber.

“Incredible…” he said. His eyes moved from the top of the chamber, down the walls, and then fell on Giles, who now stood, steadfastly facing him. Zeromus grinned. “Shadow Man…”

Black Out



End of Act Three

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