act 3



Fade In:
Giles and Becca’s House
– Bedroom – Evening

Becca and Giles lay propped up in bed, their legs crossed at the ankles while Humphrey Bogart convinced Ingrid Bergman to get on the plane and leave Casablanca. Becca dabbed at the corner of one eye, already as engrossed in the movie as she had been the night before where they had left off. She turned to Giles.

“Rupert…” Becca called. “What is it? You’re staring at the screen, but you’re miles away,” she said. “Are you afraid of something else happening to Liz? Or Marty?”

Giles turned and looked at her. “No…I think it’s unlikely that anything more would occur. At least, not to Liz or Marty. But…”

“You’re worried for others?”

“Becca, has anything else out of the ordinary happened to you or the children lately? Anything, even insignificant events o-o-or occurrences that may, individually, signify nothing at all but, taken in tandem, could be construed as a viable threat to yours and their well being?”

Becca looked seriously at him. Then she chuckled abruptly and stroked his cheek. “Rupert, breathe! I’d tell you to speak English, but…”

The sound of the plane carrying Ingrid Bergman roaring over the heads of Bogie and Claude Rains distracted both Becca and Giles for a moment. Giles sighed as it disappeared into the evening fog on the TV screen.


He turned back to her. “I hope I’m not wrong, Becca. I hope I’m not…being too trusting here.”

“You mean with Ethan?”

Giles gave his head a shake. “I’ve been defending him to just about everyone. But the truth of the matter is, even I have my doubts. If he messes up on this assignment. Well, I don’t even want to consider it.”

“It’s not like he’s given you cause to believe in him in the past.”

“No, you’re wrong about that. There have been times when, if it hadn’t been for Ethan. Well, let’s just say I was lucky he was there. It’s just that we both took a different turn after Eyghon. I got back on the right road, so to speak, but Ethan just kept going farther down the wrong one.”

“By choice, Rupert, not by accident. Remember that. And don’t blame yourself for not being able to bring him back. He had to find his own way.”

“Yes. But now that he has, I’m still left with an uneasy feeling. As much as I say I believe in him, as much as I want to…”

Becca smiled. “You’re a wise man to have some doubt. And a good friend not to let it rule you. One of the best, in fact. Does he know that?”

“He wouldn’t trust me if he didn’t.”

“It doesn’t make any difference about our bet,” Bogie’s voice floated over to them. “You’d still owe me ten thousand francs,” Bogie told Rains as they walked along.

“And that ten thousand francs should pay our expenses,” Rains replied.

“Our expenses?” Bogie asked.

“Um-hmm,” Rains replied.

“As long as he appreciates what you’re doing for him,” Becca said.

“All he has to do is succeed, Becca. That’s all I want. And all he wants is a chance…”

“You know, Louis,” Bogie said, as “The Marseillaise” played in the background, “this could be the beginning of a beautiful friendship…”

Cut To:
Watchers Council – Faith and Robin’s Apartment – Same Time

“I tell ya, those girls have no respect!”

Robin was sitting on the edge of the bed, removing his prosthetic leg, as Faith ranted in the bathroom. He sighed wearily.

Faith came out, still in the middle of brushing her teeth. “I mean, what the hell’s the matter with them?” she complained loudly, waving her toothbrush in the air. “I’m their leader, and they’re reading that crap?”

“They?” Robin asked. “I thought it was just one girl.”

Faith let out an exasperated huff. “If one of ’em’s doin’ it, they’re all doin’ it! You know how they are.” She went back into the bathroom.

“They’re just curious, babe, that’s all,” Robin called out as he slid into bed.

The light in the bathroom went off with a noticeable bang, as if Faith had really smacked the light switch. Then she came out and stood in front of Robin with her hands perched on her hips.

“Are you taking their side?” she demanded.

“No, I just –”

Faith didn’t wait for an explanation. She walked over to her side of the bed and snatched up her pillow.


She ignored Robin’s plea and left the bedroom, slamming the door behind her.

At the sound of the slam, Robin squinted one eye and winced. “Okay, that went well.” Then he sighed once again and turned out the bedside light.

Cut To:
Watchers Council
– Ethan’s Apartment – Same Time

Cameron sat in the living room, watching the TV as Ethan went in and out of his study, sometimes with books in hand, sometimes with odd bits of magical equipment. She laughed mildly at Will Ferrell’s discomfort at his life being ‘narrated’ by an unseen author, all while she worked the stitching through the fabric pulled taut in the small, round embroidery frame. She smiled at her new needles and embroidery thread, then grinned as Ethan passed by as though he hadn’t any clue about them.

The fifth time Ethan walked by, completely absorbed and apparently troubled, Cameron looked up. “Ethan…is something wrong?”

Ethan stopped and regarded her seriously. “No. I-I’m just busy, is all.”

Cameron put her needlework down on her lap. “This isn’t busy, Ethan. This is driven. Whatever it is, I want to help.” She smiled at him reassuringly. Ethan looked deeply at her, seeming as though he would speak. Then he, too, smiled reassuringly and headed back to his study. “Has it to do with that Lupo person?” Cameron called.

Ethan stopped in his tracks and slowly turned to her. “Who told you about Lupo?”

“Becca mentioned it to me this afternoon. I called to find out how Liz was doing. Ethan, I know we haven’t been married very long and that, before that, you were very much on your own. But I do wish you’d share a bit more with me. Especially the things that are troubling you.”

Ethan gripped her hard by the shoulders and looked deeply into her eyes. He smiled. “There now,” he said gently, “I’m not leaving you out. Once I’ve figured out what it is I’m doing, I’ll tell you everything. But right now, you have to let me work some things out on my own. Here…what’s this pretty thing?”

He reached down for the needlework on her lap.

“You told me not to mention it to you…”

Ethan raised his eyes to hers quizzically.

“In your note,” she continued. Ethan looked completely puzzled as his hand lowered toward the embroidery.

“The one you sent me with this gift. You said you wanted me to make myself something beautiful and surprise you, so –”

“C.K., I didn’t send you – Ow!” Ethan cried, jerking his hand away and shaking it.

“Oh, Ethan, be careful. Let me look at it.” She took his hand gently in hers and turned it over, examining his needle-pricked finger. A little blood oozed from the tip.

“Bloody hell! I’ve been stabbed!”

Cameron rolled her eyes at the dramatics and stood up. “I’ll get you a Band-aid,” she said as she walked to the bathroom. Ethan turned the needlework in his hand, admiring it.

Cut To:
Watchers Council
– Ethan’s Apartment – Moments Later

Cameron rummaged through the medicine cabinet. A loud noise startled her.

“Ethan…Ethan, did something fall?”

Cut To:
Watchers Council
– Infirmary – Later that Night

“I’m having a blood sample and those needles sent to the lab,” Dr. Miller said. “Whatever it is, I believe it’s a man-made synthetic.”

“As opposed to a mystical one?” Giles asked.


Giles turned to Cameron. “C.K., you said Ethan himself sent you those needles and threads.”

Cameron sniffed and wiped at her eyes. “Yes,” she said miserably. “At least, I thought he had.”

“Let me see the package.”

“There’s a note. Here.”

Giles took the note and read it. His face paled a bit.

“What is it? Giles?”

“I-I-I’m sorry, C.K. I-I have to go. I have to move quickly. Stay with Ethan. Hopefully, Dr. Miller can do something. But in case he can’t, I have to.”


“Stay with him.” Giles shot Cameron an apologetic look and hurried from the infirmary.

Cut To:
Watchers Council
– Science Lab – Moments Later

Standing side-by-side, Willow and Gwen stared at a large wall-mounted LCD monitor displaying many windows. The most prominent one showed only a fraction of the nanite coding.

“Ambitious don’t quite cut it, huh?” Gwen said, glancing at Willow.

“Well, I did say that it was interesting,” Willow replied.

Gwen shrugged her shoulders nonchalantly. “So, where do we go from here?”

“Umm…well, the basic coding for the nanites was already done by the old B9 scientists, and we’ve written out the additional coding that tells the nanites which DNA strands to inhibit, thanks to the blood test. Also, thankfully, they’re easy to replicate, especially considering that we have the raw materials on site.”

“You’ve already created them, haven’t you?” Gwen cut in slyly.

“Kinda, yeah,” Willow grinned. “But just to make sure that I could create them, y’know. Scouts honor. Wasn’t jumping the gun.”

“No, course not,” Gwen smiled.

“All I’ve got to do is upload the new programming to the nanites,” Willow walked over to a locked metal cabinet. She tapped the numeric keypad several times and then pulled the door open. Pulling out a long glass cylinder, Willow closed the door, walked back to Gwen and handed her the cylinder.

Gwen inspected the grayish, sparkling, watery solution, swirling it around. “And these are the little bitty robots that are gonna be in me?”

Willow nodded. “Yeah. Once they’re inside you and I activate them for the first time, they’ll integrate themselves with you, positioning themselves all around your body, and you’ll be able to command them, switch them on and off at will.”

“Hmmm. And I’ll be able to access them?”

“Sure, secure wi-fi connection. You’ll be a walking, talking IP address. The only downer is that they’re susceptible to an EMP field. Forces them to reboot and become inert until you activate them again.”

Gwen looked at the cylinder again and raised a brow. “So, I’ll be able to control them. Switch them on and off at will?” Willow nodded. “I won’t become Repli-Gwen? Or Gwen-of-Nine?”

Willow chuckled. “No, I’m sure. More like, Gwen 2.0.”

After a moment, Gwen handed the glass cylinder back to Willow. “I trust you.”

Willow brightly smiled and nodded. “Good. Now we just have to figure out the right delivery system.”

“Yeah, injections are out,” Gwen placed her hands on her hips and cocked her head to the side, staring up at the ceiling as if to pluck a solution out of the ether.

“Only one I can think of off the top of my head is by mouth,” Willow suggested. Then her face lit up. “Yeah, yeah that’ll work! The nanites are resistant to electrical charge.”

“It’s gotta be worth a shot,” Gwen nodded her approval. “Fire it up, Will.”

Willow turned away and walked over to a computer terminal next to the monitor. She took a seat, standing the cylinder on the table beside her. Her fingers darted across the keys for a matter of seconds, and then there was a beep. “Done. The new coding has been uploaded to the nanites.”

Gwen looked around and walked over to a sink. She filled a glass up with water and took it over to Willow. “Here.”

Willow unscrewed the lid on the cylinder, poured the nanites into water and swirled them around.

“So do I…?” Gwen began.

“Yeah, just drink it.”

Gwen released a breath and then downed the contents of the glass. As she put the glass down on the table, she shuddered and screwed her face up. “Err…that’s some funky cocktail.” She burped and slapped her hand over her mouth. “Pardon. Am I supposed to feel different?”

Willow looked back to the computer screen. “You should feel the effects pretty much instantaneously.” She entered in a command. “Telemetry’s good. The nanites are coursing through your body. Okay, I’m gonna initialize them…” Willow was interrupted by a groaning sound behind. She looked around to see Gwen, doubled over and holding her stomach.

“I don’t feel so good…” All the color was drained out of Gwen’s face. Then suddenly she raised a hand to her mouth and heaved.

“Oh! Oh!” Willow jumped up from her seat and rushed to Gwen, unsure whether to place a comforting hand or not.

Gwen couldn’t hold back. Her hand came away from her mouth, and she hunched over and was sick all over the floor. Willow sighed and rubbed her PVC clad back.

“Gwen, I’m sorry, I don’t know –” Willow began, only to be cut off.

“Willow!” Giles called from the doorway.

“Oh! Giles! Uh…Gwen and I were just –”

“I need your help. Ethan’s been felled by some…” He looked at Gwen, still doubled over, and the ugly mess on the floor. “…poison. Dr. Miller’s looking into it right now, but –”

“Is he all right?” Willow asked. Neither one noticed the stricken look on Gwen’s face.

“H-h-he’s asleep. Unconscious.”

“What?” Willow asked. “How…? Oh no. Turnabout?”

“I don’t know,” Giles said.

Gwen’s face hardened. “What’s going on?” she demanded.

“Ethan’s very close to apprehending the person who’s been after our staff and families. But he’s become an unwitting victim.” Giles looked back at Willow. “I’m summoning Lupo. I’ll need your assistance.”

“I’m right there!” Willow said. “Gwen, I’m sorry. I’ll get back to you later.”

“Oh no, you won’t!” Gwen said. “I’m in on this! I’m going with you!”

Giles glanced at Gwen’s determined look and then at Willow. “Right,” he said. “Let’s go.”

Cut To:
Watchers Council
– Coven Room – Minutes Later

Lupo Orongo frowned at the coffee before him.

“I don’t care about ‘professional confidentiality’!” Giles’s hand came down hard on the table. “This is Ethan’s life, and very likely the lives of others! Now what did you show him, Lupo?”

“It will not bring about Ethan’s recovery to know what it was he saw with me. And I gave Ethan my word as a fellow mage. I cannot tell you what he himself has chosen not to speak of.”

“Damn it, Lupo! I need to know –”

“You need to know what will happen, not what has happened.”

Giles looked at Lupo angrily. “I don’t think I can…I’m not as young…my heart isn’t as strong…”

“Show me.” Lupo, Giles and Willow looked at Gwen. She huffed a laugh at them. “What? Can’t a girl be shown a good time once in a while?”

Lupo looked narrowly at her. “You are too…charged. You would throw off the balance, and I cannot guarantee your safety.”

“Then I’ll go with you,” Willow said. “I’m not afraid, I’m in good health and I know magic. Sort of makes me perfect, doesn’t it?” She smiled.

“Very well,” Lupo said. He looked at Giles.

Giles drew a long breath. “All right,” he agreed. “But run it by Rowena first. I’ll not have you taking a risk that could –”

Willow quickly flipped open her cell phone and hit a button. Within seconds, Rowena picked up.

“Hi, Sweetie,” Willow said. “I have to go out for a little while. You mind?”

Rowena said something, and Willow grinned. “No, it won’t be that kind of place. But if it makes you feel better, we’ll go out to dinner and a movie on Tuesday. I think I can get Shannon to stay with the twins. Love you, too! Bye!”

Willow shut the cell phone. “It’s fine.” She smiled and turned to Lupo. “What do I do?”

Cut To:
Watchers Council
– Faith and Robin’s Apartment – Later that Night

The living room was dark, except for the small slits of moonlight slipping through the blinds. Faith was asleep on the couch, her bed pillow bunched under her head and a small afghan draped over her legs. She tossed her head back and forth as if she were having bad dreams.

Flash To:
May 1999 – Sunnydale Main Street – Night

Series of Shots:

– Faith on a rooftop, readying a shot with her compound bow

V.O. Angel: “Faith, this can all change. You don’t have to disappear into the darkness.”

– An arrow flies from the bow, entering Angel’s back and then sticking out of his chest.

Flash To:
February 2000 – Summers Home – Joyce’s Bedroom – Day

Series of Shots:

– Faith paces in front of a bruised Joyce.

V.O. Buffy: “It doesn’t have to be like this, you know?

V.O. Faith: “Actually, I think it has to be exactly like this.”

– Faith grabs a butcher knife and lunges in Joyce’s direction, before Buffy tackles her.

Flash To:
April 2000 – Los Angeles Apartment – Night

Series of Shots:

– A beaten Wesley is tied to a chair.

V.O., Wesley: “It’s not too late to let me help you.”

– Faith breaks a picture frame and uses the glass to stab Wesley.

Flash To:
January 2006 – Alley – Night

Series of Shots:

– Faith and Kennedy are in a standoff, bloody and battered, barely able to remain upright.

V.O., Kennedy: “We’re going back to the Council together.”

– A final punch strikes, then Faith sways on her feet as she watches Kennedy go down and stay down.

Flash To:
March 2008 – Cleveland Cemetery – Day

Series of Shots:

– Faith stands over Hope’s grave.

V.O., Teenaged Faith: “I told you to go away, Brat! Now you’re gonna pay!”

– The sound of breaking bones can heard, along with young Hope screaming.

– At the gravesite, Faith closes her eyes as tears come down.

Flashback To:
March 2008 – Watchers Council – Hallway – Night

– Faith standing before two men that both look like Robin, while holding a gun.

V.O., Faith: “Liar.”

– The sound of a gunshot. 

Cut To:
Watchers Council
– Faith and Robin’s Apartment – Resume

Mumbling to herself in a near whimper, Faith suddenly woke up and sat up on the couch. Sweat covered her body, and she was breathing hard. When she got her breathing under control, she let out a frustrated grumble, threw the afghan off her legs, and got up.

After a few moments of agitated fist-clenching, she stopped and looked at her gym bag by the door. She headed straight for it.

Cut To:
Watchers Council
– Infirmary Waiting Room – Later that Night

Jason Felix held Cameron Rayne’s hand in the infirmary.

“C.K., I know that Ethan is going to be fine,” he said unconvincingly. “You need to give Dr. Miller a chance to find out just what substance is in his system. Listen, I’m bringing you back to your apartment. I want you to freshen up, then allow me to buy you some dinner. You must be ravenous, and there’s nothing anyone can do until the lab report comes back.”

“I’m not leaving,” Cameron said. “I left Robert alone, and he –”

“Robert’s death was none of your doing!” Jason said. “He got involved in black magic and with the wrong people. It had nothing to do with you. Or with…” He bit his lower lip. “C.K…have you…have you heard from your son lately? Has he contacted you in any way?” Jason cut himself off at the sound of sniffling. He looked at Cameron and saw she was crying.

“I wish that he was here,” Cameron said. “I miss him. And now I need him so badly! Jason, please, can you call him and ask him to come to Cleveland? He might listen if you ask. Please. I want my son with me! I want him back, and I want Ethan well and –”

Cameron broke into sobs as Jason put his arm around her shoulders. “There now,” he said, removing his handkerchief and handing it to her. “There, there…” He looked out across the waiting room, his face drawn and troubled.

Cut To:
Watchers Council
– Coven Room – Same Time

“Willow!” Gwen cried, as Willow collapsed onto her knees. Lupo’s arms were already around the witch, and he pulled her up and brought her to a nearby chair. Giles brought another chair over, and he and Gwen raised Willow’s legs onto it as Lupo gently tapped her cheek with his hand.

Willow gasped horribly, choking air into her lungs. She blinked several times and groaned as she fought for consciousness.

“Red Witch!” Lupo called. “Red Witch! Follow my voice. Follow me back!”

“Follow you back!” Giles cried. “That’s what she was supposed to do before she collapsed!”

“She is halfway here,” Lupo said, untroubled. “Red Witch!”

“Her name is Willow,” Giles growled. “Willow…” Giles called. “Willow!”

“She cannot hear you, Rupert Giles.”

“Yeah. Yeah, I can…” Willow said groggily, and blinked some more. She grimaced and moved her head and neck stiffly.

“Thank God,” Giles said.

“For what?” Lupo chuckled. “Did he do something while we were away?”

Willow shook her head and forced herself to focus on Giles and Gwen.

“Are you all right?” Giles asked.

“Yeah,” she said. “Felt like…like it was real! But it couldn’t have been, could it?”

“Lemme guess,” Gwen said, pointing, “And he was there, and he was there, and I was there…”

“Ummm…actually,” Willow replied, “you were.”


Willow grinned. “Giles, I know what to do to bring Ethan back.”

Cut To:
Watchers Council
– Slayer Gym – Minutes Later

Carrying a small duffel bag, Buffy yawned as she stepped into the deserted gym. Then she started to weave her way through the rows of equipment. She paused when she heard a noise: someone raining regular blows on the heavy bag.

“Bet I can guess who that is,” Buffy said to herself, before heading in the direction of the sound.

Sure enough, she found Faith dancing around the suspended bag, landing a series of jabs, then letting loose with a vicious hook that left the bag shaking on its chain.

“Working off some of that book frustration?” Buffy asked as she approached.

“Gotta do something with it,” Faith said grimly, beginning a new line of punches. “What are you doing here?”

Buffy groaned in reply. “Couldn’t sleep. I had Ethan worries and Giles worries and then…” Her brow furrowed unhappily. “Bad dreams.”

At those words, Faith stopped mid-strike and looked at the blonde for a long moment.

“What?” she asked, when Faith just stared.

“Nothing,” Faith finally said, shaking off the stare. “Nothing.”

“You too, huh?” Buffy guessed.

Faith didn’t answer that question. She just hitched her thumb at the bag and said, “So, you wanna give it a go?”

Buffy eyed the bag, slumped her shoulders and pouted. “Not reeeeally,” she whined.

“Come on, B,” Faith chided. “How am I supposed to get you into shape if you keep bein’ such a slacker?”

“Welllll,” she answered, intentionally twirling a lock of her hair as she spoke, “you could motivate me by treating me to a chocolate shake…” She trailed off as her face lit up into a mischievous grin.

Faith cocked her head to the side and tried to keep a stern expression. A grin eventually won out. She pointed at the bag and said, “After you do a few rounds on the bag.”

“Ohhh-kaaay,” Buffy agreed, her smile widening.

Cut To:
Watchers Council
– Infirmary – Same Time

Gwen stood at Ethan’s bedside, her hands on the guardrails of the bed. She cocked her head sideways at him. “He really is just asleep, isn’t he?” she mused.

“No,” Dr. Miller said. He looked at the monitors. “His brainwave functions are textbook. He’s not waking. He’s in trouble. The lab report came back inconclusive. We don’t know what we’re dealing with, so if you think you can wake him, by all means…” He looked hopefully at her.

Gwen smiled and reached two gloved fingers forward, the way Willow had told her to do. She stopped halfway. “Wait a minute. Willow didn’t say that you were in the room when I do this.” She looked at Giles.

“Just do it!” Giles said.

Gwen huffed a sigh and continued to move her first two fingers closer to Ethan’s face. “Wake up, Ethan…” she whispered, and touched his lips. She held her fingers there for a moment. Nothing happened. “Wake up, Ethan!” she said firmly. “Ethan! Ethan, you have to wake up!”

“Dammit!” Giles spat. “It’s not working.”

“Hey! This isn’t Sleeping Beauty, you know,” Gwen snapped angrily. “If I could wake him with a kiss, I’d go for it!”

“Bloody hell…” Giles muttered. “Bloody hell…” he said again, and smiled. “Yes. Yes, it is just like Sleeping Beauty! Gwen, Willow said she saw you touch your first two fingers to Ethan’s lips and he woke. But what if –?”

“I kissed him?” Gwen raised an eyebrow. “As much as I’d like to, if I did that, we’d be looking at an Ethan on the wrong side of crispy.”

“But what if,” Giles said again, “you placed the kiss with your fingers?”

Gwen looked at him, puzzled for a moment. Then her eyes grew wide in understanding. “Worth a shot,” she said. She raised her two fingers to her own lips and kissed them, then, with an anxious breath, reached them forward again, toward Ethan’s lips. “Wake up, Ethan,” she said. “Please. Please wake up…”

Gwen touched her fingers to Ethan’s lips. Nothing happened for several seconds, and Gwen slowly slid her fingers away, her eyes filling with tears.

“My god,” Dr. Miller said. Ethan’s eyelids were fluttering open. Gwen leaned over him, watching him and waiting for him to find her eyes.

He did, holding her gaze for a long moment. “Now, Gwen, love, don’t take this the wrong way,” he smirked, “but whatever have you done with my wife?”

Cut To:
Watchers Council
– Infirmary Waiting Room – Moments Later

The door opened wide, and Giles grinned broadly at Cameron.

“Better come in and take this rotter to task,” he said.

Cameron blinked and cried out with relief. She jumped up and moved quickly to the door, entering the room as Gwen exited. She didn’t look at Gwen, moving past her as though she wasn’t there. But Gwen stopped and looked back over her shoulder at Ethan and Cameron as they kissed and touched tenderly.

“You’re welcome,” Gwen muttered. Giles took her elbow and guided her into the waiting room.

“So it worked,” Willow beamed.

“Thanks to the two of you,” Giles grinned. He turned his head away, distracted, as Jason Felix got up quickly and left the infirmary.

“And Lupo,” Willow said.

Giles turned back around. “Right,” he replied grudgingly.

“Gwen? Gwen, where are you going?” Willow asked, as Gwen walked toward the exit.

“My work here’s done,” Gwen said stiffly, and went out the door.

“Outside of the ick factor, she really is in love with him, isn’t she?” Willow noted.

“Ick factor?” Giles asked.

“Yeah, you know…beautiful, young, talented girl in love with a really-really-old guy with, like, crow’s feet and flabby abbies…” She looked up at Giles’s frowning expression. “Oh! Well, Ethan’s aged a lot more than you –”

“Stop now while you’re still –”

“Alive?” She grinned.

“Quite.” Giles turned and began to leave the infirmary.

“Giles…?” He turned back to Willow. “Who’s doing all this?”

Giles peered at her for a long moment. “Come with me,” he said.

Cut To:
Queens, New York
– Zachary’s Apartment – Same Time

Please, Zach, pick up the damned phone! I need to speak with you immediately! Someone tried to attack your mother. And-and they got Ethan instead. He’s all right now, but your mother needs you. And I-I want to be sure you’re all right too, son. Zachary, please!

Zachary Kreswell sat, smirking, as he listened to Jason Felix’s plea on the phone’s speaker.

Call me back, Zach! Consider it an order!” The phone clicked on the other end, and the message beep sounded.

“Well, well, so Sleeping Beauty fell under my spell,” he chuckled. “And they figured out how to break it.”

He turned and looked across the room. Suspended in mid-air was the Sclerog mage, Piltok, held in a binding spell. His eyes widened as Zachary got up and approached him, hand outstretched. “Dear Piltok,” he said, “do you see? I need more. I have to keep up with this clever Council!”

He pressed his hand firmly against the mage’s chest. Piltok grimaced in pain, and his head tilted back as Zachary began to drain him of mystical power. Piltok began to convulse and shake as more and more was taken from him. Then the mage gasped, and all the remaining air in his lungs escaped in a hiss. The mage’s head bobbed and then hung down, his eyes fixed and his smooth skin now wrinkled and gray, as though he’d been completely dehydrated.

“I hate it when they die,” Zachary said casually, removing his hand from the dead mage’s chest.

Cut To:
All-Night Diner
– Evening

Buffy and Faith sat across from one another near the front window. On their tiny table was way more than a pair of chocolate shakes. They were also wolfing down double bacon cheeseburgers – loaded – along with large orders of fries slathered in ketchup.

“Boy, this brings back memories,” Buffy commented. “We spent many a late night at that greasy spoon in Sunnydale, didn’t we? The Chosen Two, recharging after all those hours of patrolling and slaying?”

“Or dancing,” Faith pointed out.

“True,” Buffy said.

The two shared a grin, but within seconds, the gloomy look re-entered Faith’s expression. She dropped her gaze to the table and fiddled with the edge of her plate.

“Sometimes I wish I could go back to that time,” she admitted softly. “Get a do-over…y’know?”

Buffy reached across the table and put her hand over Faith’s, causing the brunette to look up and meet her eyes.

“Me too,” Buffy told her. “Not for you,” she immediately added. “For me. There’s a lot I’d do differently.”

After an awkward moment of silence, Faith pulled her hand away. “But that’s not gonna happen,” she said, leaning back in her chair. “Might as well as stop wastin’ time wishin’.”

Buffy gave Faith a sympathetic smile. Then she redirected their attention back to their food. “You better eat those fries. Otherwise, they might disappear.” She snatched a fry off Faith’s plate and popped it in her mouth.

Faith let out a chuckle, but there wasn’t much mirth behind it.

Cut To:
Watchers Council
– Jason Felix’s Office – Same Time

“All right, all right! Give us a minute, will you?” Jason said, as he walked toward the door of his office. He opened it on Giles and Willow. “Ah! Uh…well. Hello. Looks like Ethan is going to be all right. Doesn’t it?” He smiled nervously.

“May we come in?” Giles asked directly.


Giles and Willow entered and shut the door while Jason hurriedly set out three teacups. “How do you take your –?”

“Jason,” Giles interrupted. “I need to find Zachary Kreswell. I know you know where he is. I need you to tell me. Right now.”

Willow blinked in surprise, then looked at Jason. His face betrayed his own worst fears.

“Jason! Who’s next? Do you know?”

“Wh-what?” Jason asked, stunned. “Just what are you suggesting?”

“Jason,” Giles said quietly, “Zachary is endangering a great many people whom we all hold dear and whom he himself once held dear.”

“Giles!” Willow interrupted. “How do you know it’s Zachary?”

“It’s Zach.” Jason said resignedly. “I’ve been…I’ve been trying to tell myself it’s not.” He sat down heavily. “I’ve been trying to reach him, but he’s not returning any of my calls and…well, he’s got a flat in New York, but I don’t know the address.”

“Willow?” Giles looked at her.

“I’m on it. His phone number would help speed things up.” She looked expectantly at Jason.

All of a sudden, he looked old and haggard. “Yes,” he replied softly. “Yes…here.” He picked up a fancy pen from his desk and wrote the number on a small sheet of stationary. He handed it reluctantly to Willow. “He must be brought in. He must be stopped.”

“I’m glad you understand,” Giles said.

“Please…don’t hurt him if you…if you don’t have to. He’s been hurt. Too many times, and far too deeply. I’m not excusing what he’s done. But I can honestly say he’s not entirely to blame.”

“It’s too late for blame or absolution,” Giles said curtly, as he and Willow moved to the door. “He’s got to be stopped. I may need your assistance to do it.”

“Yes, I’d like that. Perhaps I can talk him into surrendering quietly, without a fuss.”

“I’ll keep it in mind.” Giles guided Willow out ahead of him and closed the office door behind them.

“Giles, should I have Jason’s phone monitored?” Willow asked once they were in the hallway. “To see if he calls and warns Zachary?”

“He most certainly will warn him. In fact, I’m counting on it.”

Cut To:
Watchers Council
– Jason Felix’s Office – Moments Later

Jason held the phone in a trembling hand as the answering machine played, ‘…leave a message and I’ll get back to you. Cheers!’

“Zach, we know you’re behind all of these horrible things that have happened here. We know you’re behind ‘turnabout.’ It’ll only be a matter of time before the Council finds you. I’m begging you, son, please come here to me, or turn yourself in at the New York Council Branch. I promise I’ll watch over you and help you in whatever way I can. I won’t desert you, no matter what. Zach…”

Jason heard a click on the other end of the phone line.

Cut To:

Unknown Location

Zach smiled wickedly. “Say pretty please…”

Cut To:
Watchers Council
– Science Department – Moments Later

“The FBI’s tracking Zachary’s address,” Willow said, seated at the computer terminal beside the large LCD monitor. “Should hopefully have a fix on his location soon.”

“I always hated that ‘little wanker’,” Gwen spat, arms crossed, pacing behind Willow.

“I never met him, but right now, I hate him, too. Anyway, I think we should get back to our little nanite problem.”

Gwen walked over to Willow and stood behind her. “Problem’s the watchword, all right. Haven’t puked like that in…ever.”

“Well, I’ve gotta a theory.” Willow told her. “I think you hurled because the proportion of nanites to solution was too much. As with anything in nature, magic or science, balance is key. And when there’s an imbalance…”

“…I puke.”

“Yeah, pretty much.” Willow grinned. She continued typing. “It’s all about finding the right balance, the right quantity. Remember, this is all trial and error here, but let’s go with a quarter less nanites to the same amount of solution,” she stood and walked over to the metal cabinet and retrieved another long glass cylinder. “Okay.” She placed it down on the table, unscrewed the lid and reached for a syringe. She drew the nanites out of the cylinder, leaving a quarter of nanites in the bottom. Willow released the nanites into the water glass and stirred the mixture with the needle. She then handed it to Gwen.

“Bottom’s up!” Gwen raised the glass and then downed the mixture, while Willow marched back over to the computer terminal and tapped the keys.

“Everything’s good,” Willow reported. “Telemetry’s solid. I’m going to activate the nanites…now.” She hit the enter key.

Willow and Gwen stared at each other for a long moment.

“Hey, I’m not feeling sick,” Gwen beamed.

“And the nanites are flowing through your body. I think it’s working!” Willow shot her a smile. “Goddess, it’s working!” On the monitor, an image of an outline of a human body was displayed. Thousands of little blue dots were positioned all around Gwen’s body. Then the screen flickered.

“What was that?” Gwen asked cautiously.

“Power surge.”

“Was that me?”

“Err…don’t think so,” Willow bit her lip and then shrugged before turning to face Gwen. “Well, okay, onwards and…stuff. So, now just think, ‘switch off’.”

Gwen took a breath and closed her eyes. Quietly, she uttered. “Switch…off.”

As she did, her entire body immediately radiated with a blinding blue light. This became brilliant white as it intensified.

“Willow!” Gwen cried, fixed to the floor. “Wha-what’s happening? I’m-I’m not in control!”

As Willow stared, the light began to pulsate, growing larger. Then an arc of electricity lashed out from Gwen and struck the wall to the left of Willow. She threw her hands up to cover her head.

“This is too dangerous! I’m shutting the nanites down!” Willow shouted over the crackle of thunder.

She spun around to the computer terminal, and just as she pressed her fingers to the keys, a huge bolt of electricity shot from Gwen and straight into Willow’s back. She screamed as her body violently convulsed. She was lifted off her feet by the continuous stream of electricity, as if it possessed consciousness. Another bolt flew out from Gwen and struck the metal cabinet containing the two remaining cylinders of nanites. The metal cabinet melted into a pool of molten silver liquid. The bolt holding Willow then swung her around and threw her across the lab. She smashed to the floor, and the light engulfing Gwen exploded, releasing her.

She stumbled forward and steadied herself on the table in front. Out of breath, Gwen shook her head and turned, “Willow?” She looked toward the computer terminal and frowned at the image of her body. “The nanites…they’re gone?” She swallowed, and then called out, “Willow?”

Gwen turned around and ran around the table to see Willow, unconscious and smoldering on the floor.

Her eyes widened. “Oh my God…”

Cut To:
Watchers Council
– Infirmary – Same Time

Ethan stood up and swayed. Cameron steadied him. “It’s all right, love,” she said. “I’ll help you back to the apartment.”

“Just help me to a drink,” Ethan said, “and then I’ll be fine.”

They both blinked in surprise as, a moment later, Dr. Miller held a shot glass full of gin under Ethan’s nose. Ethan just looked at him. “For medicinal purposes,” Dr. Miller said, smiling slightly.

“Well, who am I to go against doctor’s orders?” Ethan grinned. He downed the drink in one gulp. “Doctor, can you please send for Shannon Matthewson?”

“Yes, certainly.”

“Tell her to bring a couple of the senior slayers with her, will you?”

Dr. Miller nodded and went into his office to place the call.

“What do you need Shannon for?” Cameron asked.

“For you, love.”


“I’m sending you back to the apartment, with Shannon to guard you. I want you locked in our apartment with her and the other two slayers standing guard at the door. I’ll put a protection spell around the apartment, as well.”

“Ethan, there are already protections around the building and –”

“And they’ve proven so successful, eh?”

“Ethan, I don’t need –”

“You don’t need to thank me,” he smiled teasingly. “At least, not until we’re under the covers.”

“What!” Dr. Miller’s voice carried into the room. “I’ll send a team!”

Ethan and Cameron exchanged looks as they heard Dr. Miller order an emergency medical team to a lower level of the Council. He quickly emerged from his office.

“We’ve got an emergency. Willow Rosenberg just received an electrical shock from Gwen Raiden!”

“What? Where are they?” Ethan demanded.

“Lab number three, down on level B. Apparently they were trying some experiment that got away from them and…Ethan!

Ethan was already out the door and heading to the lab, leaving Dr. Miller and Cameron behind.

Cut To:
Watchers Council
– Science Department – Moments Later

Ethan shoved the lab door open. Willow still law on the floor, her face and hands scorched. She was unconscious, but she was breathing.

“Bloody hell,” Ethan muttered.

“Get him out of here!” one of the Council EMTs cried. “Get out of the way! Move!” The med techs lifted Willow onto a gurney, secured her quickly and rushed her out of the lab.

Ethan heard a sob from one side of the room. Gwen Raiden stood with a hand to her mouth and tears coursing down her face. “It’s my fault,” she said. “It’s my fault…”

Ethan approached her slowly. “Gwen…”

“Don’t! Don’t touch me!”

“Gwen!” Ethan reached out and took her by her PVC-covered upper arms, shaking her once. “Gwen! It wasn’t your fault! It wasn’t, I tell you.” He pointed to a spot on the lab floor. “Look!”

Gwen turned her head to where he pointed. There in the tiles was the scorched and jagged, but unmistakable, word: “Turnabout.”

“I’ll kill him,” she breathed.

“No…” Ethan said calmly.

Gwen looked up into his cold eyes.

I will,” he said.

Fade to Black

End of Act Three

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