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Out of Mind

Season V, Episode 4
Out of Mind

Written by: Rebecca Rand Kirshner
Directed by: David Grossman.

~~~~~~~~~~ Disclaimer ~~~~~~~~~~

I do not own the characters in this story, nor do I own any rights to the television show "Buffy the Vampire Slayer". They were created by Joss Whedon and belong to him, Mutant Enemy, Sandollar Television, Kuzui Enterprises, 20th Century Fox Television and the WB Television Network.

This is a straightforward and dry transcript of the episode “The Replacement.”

~~~~~~~~~~ Prologue ~~~~~~~~~~

Fade in on a graveyard, night. Camera pans across the crypts and finds Buffy crouched on top of one. She stands up, stake in hand. Looks around, leaps to the ground.

Cut to Buffy running through the graveyard, pausing, looking around.

A pair of arms bursts out of a fresh grave but Buffy stakes the vampire before it can finish coming out of the ground.

Buffy straightens up, turns as another vamp emerges from another grave. She ducks his swing, throws a few punches, kicks him in the chest. He does a back-roll and comes up to his feet.

Riley appears out of nowhere and throws the vamp aside.

Buffy: Riley?

Riley: (smiling) Buffy, what are you doing here?

Buffy: My job?

Riley: Well, I just thought you were in the north sector.

Buffy: Watch out!

The vamp attacks Riley from behind. He kicks the vamp's legs out from under him and throws him aside. The vamp hits a crypt and slides down.

Buffy: Never mind.

Riley punches the vampire, then stakes him.

Shot of another vamp emerging from the ground. Buffy spots him and starts forward with a yell, raising her stake.

Another person appears from the left side of the screen and tackles the new vamp, carrying him to the ground. Buffy looks bemused.

Buffy: Why do I even bother to show up?

The two fighters get up and we see that the newcomer is Spike. He blocks a couple of punches from the other vamp, then grabs his arm.

Buffy: Spike, what are you doing here?

Spike: Same thing as you and your Cub Scout here, I'll wager.

He lands a few punches and the vamp goes down. Spike turns toward Buffy with a big grin.

Spike: A spot of violence before bedtime.

The other vamp punches him in the face and he goes down. He gets to his knees, wiping blood from his nose. The other vamp growls. Buffy rushes forward.

Shot of Spike standing up, still wiping his nose with his hand. The other vamp attacks from the left. Buffy appears from the right, shoves Spike out of the way, and stakes the vamp.

Spike exhales loudly, and Buffy gives him a dirty look.

Spike: What? I softened him up.

He wipes more blood from his nose, sniffs it, then licks it from his fingers.

Buffy: Better keep out of my way, Spike. I'm not gonna take this much longer. (Riley walks over to join them.)

Spike: And I should do what in my spare time? Sit at home knitting cunning sweater sets?

Buffy: Would it keep you out of my way?

Riley: She's right. You shouldn't be out here when she's patrolling.

Buffy turns to Riley in exasperation as if she's going to say something, but she doesn't.

Spike: Oh! I saw that. Looks like neither boy's entirely welcome. You should take him home, Slayer. Make him stay there. I've got knitting needles he can borrow.

Riley looks annoyed.

Buffy: Spike... I just saw you taste your own nose blood, you know what? (Spike grins at her) I'm too grossed out to hear anything you have to say. Go home.

She stalks off. Riley gives Spike a dirty look, then follows. Spike looks injured.

Spike: (yelling after them) It's blood! It's what I do!

Cut to Buffy walking along, looking tired and annoyed. Riley catches up with her.

Riley: Hey, hope I didn't get in the way.

He puts his arm around her. She gives a fake smile.

Buffy: Of course not. I-I was just... startled. And, you know I don't... love the idea of you patrolling alone.

Riley: Not much for bench-warming.

Buffy: No, you made the squad. You... threw that vampire like he was a... teeny-weeny little vampire.

Riley: (grinning) Hey, wanna go again? Come on, I bet this place is just teeming with aerodynamic vampires.

Buffy looks around.

Buffy: Nah. (pauses) Unless you wanna go back and kill Spike for the fun of it?

Riley raises his eyebrows in a sort of shrug. They both turn and continue on their way.

Cut back to Spike staring after them.

Spike: I will know your blood, Slayer. (pause) I will make your neck my chalice... and drink deep.

He wipes blood from his nose again, turns, and tries to stride away purposefully, but he falls into an open grave.

Long shot of the graveyard looking empty, with the open grave in the foreground.

Spike: (voice coming from the grave) Ow!

Wolf howl. Opening credits.

~~~~~~ Commercial Break ~~~~~~

Fade in on a UC Sunnydale building filled with students walking around, talking, studying, etc.

Willow: You can't possibly be arguing that Marat didn't betray the French Revolutionaries.

We see Willow and Buffy walking through the halls.

Willow: This was the Guy who declared the rights of man, and then the next thing you know he's... killing Girondin like it's going out of style.

Buffy: Will, you're totally missing my point. Now, I agree that Marat wasn't a real martyr, but the death in the tub... the neck wound, all that blood, just a little more fang-y than knife-y. I mean, Charlotte Corday wasn't a real martyr either, but...

Willow: Buffy!

Willow stops walking and grabs Buffy's hand.

Buffy: What?

Willow: (smiling hugely) Listen to us! We-we're arguing! We're having a debate about a college lecture! I have dreamt of this day since... forever! (proudly) You are turning into quite the student. (Buffy smiles) Should I be watching my occipital lobe?

Buffy: Your what?

Willow: Occipital. (pointing to her head) The lobe in the back of your brain. You know, like, "should I be watching my back?" But, you know, the... back of your brain. (sighs)

Buffy: Apparently not. Don't worry, Will, you still wear the smarty-pants in the family.

Willow: I don't know. You've been studying... really a lot.

Buffy: I'm trying. But they're really piling on the reading, and Giles fills any free time I have with extra training... I'm starting to think this working hard is hard work.

Willow: Isn't it crazy like that?

Buffy: I thought it was gonna be like in the movies. You know, inspirational music... a montage, me sharpening my pencils, me reading, writing, falling asleep on a big pile of books with my glasses all crooked, 'cause in my montage I have glasses. (Willow nods) But real life is slow, and it's starting to hurt my occipital lobe.

Willow: (sympathetic) Aw. Poor Buffy's brain. (Pats Buffy on the head)

Buffy: Actually, I'm heading to training now. Do you wanna come with?

Willow: I'm in. (They start walking again) Maybe we can argue some more about the French Revolution. Hey! Wasn't that Robespierre the coolest?

Buffy: Robespierre? You're kidding me, right?

Willow: I'm just gettin' it goin'.

Cut to a shot of a circle saw cutting some wood. We hear Giles' voice indistinctly over the saw noise. The camera pulls back and we see it's Xander wielding the saw, wearing safety goggles, standing in the middle of the magic shop. Giles is behind the counter wearing a dust-mask, painting something.

Giles: (muffled by the noise) It seems the plans worked perfectly.

Xander stops the saw and unclamps the piece of wood from the vise.

Xander: Yes, blueprints, not a bad idea. That, and getting straight "measure twice, cut once." You know, for the longest time I had it backwards. Mess-y!

Xander begins fitting the piece of wood into a bookcase that he's working on.

Giles: (pulling mask down from his mouth, so it hangs around his neck) Well, I must say, I'm very impressed.

Xander: Yeah, carpentry is pretty cool.

Knock on the door. Giles goes to answer it. As he walks across the shop and the camera follows him, we see Tara standing by a small round table, wearing a long skirt, holding a deck of tarot cards. Then we see Anya moving stuff around on the shelves.

Anya: Oh! Who put the monkey heads near the Styx water? Do we want to pick exploded monkey out of our hair? (Picks up a jar and a monkey head, and walks across the room.)

Giles opens the door. Willow and Buffy stand there, smiling.

Buffy: Trick or treat!

Giles: Hello, you two, come on in.

Willow: Thank you, kind proprietor.

They enter.

Tara: Hey, you.

Willow: Hey! (looking around) Oh, wow, this place looks great. Oh, I feel like a witch in a magic shop. (picks up a jar from a table) Ooh. Are these real newt eyes? (Looks at Giles)

Giles: No, too... rich for my blood, I'm afraid. No, these are salamander eyes, it's the... cataracts which give them their newt-like appearance. (moving past her) They're really equally effective, though, it's... just a matter of overcoming snobberies.

We see Buffy putting her purse down, and Xander looking at a blueprint, holding a pencil.

Xander: I'm telling you Giles. You gotta set up a blind taste test and prove once and for all that generic amphibian eyeballs are just as good.

Willow: I don't know. If you ask me, the newt name still means something. (puts down jar and walks off)

Giles: (to Buffy) You ready to train?

Buffy: You betcha.

Giles: Shall we then?

Buffy: We shall then.

They walk off toward the back.

We see Willow sitting at the round table, with Tara standing beside her. A lot of tarot cards on the table.

Tara: I just... keep thinking how cool it would be, if we got a real psychic to sit up here and read fortunes and stuff.

Willow: You should do it.

Tara: Not me. But, but I'd love to, to watch and learn. From someone who's really good, you know?

Willow: You're really good. (holds out her hands) I'll prove it. Here, do me.

Tara nods and sits, putting down the cards, taking one of Willow's hands. Willow watches her study it.

Tara: Hmm.

Willow: What do you see?

Tara: Willow hand.

They both smile.

Cut to Giles opening the door to the back as Buffy and Xander watch. Giles holds the door for Buffy.

Shot of Buffy entering, looking around. Someone tackles her from the side, pulling her out of the shot so we see Giles and Xander behind, looking surprised.

Buffy falls to the floor on top of Riley, who has his arms around her waist.

Buffy: Unh! Ow, Riley...

They get up.

Riley: Just keeping you on your toes.

Buffy: Or off them, as it were. What's gotten into --

She stops as she looks around the room and sees it for the first time.

Buffy: Oh my god. Look at this place!

Long shot of the room. We see a punching bag hanging from the ceiling, a vault horse atop a set of mays, a stationary bike, and a scarecrow/dummy. In the background there's something that looks like a mini-fridge. Against the far wall there's a set of weights. Symbols are painted on the floor and walls.

Buffy: (gasps) Thank you. (looks up at Giles) Thank you... so much.

Giles: (removing his glasses and then the mask that's still around his neck) It's just a start, you need a proper space to train, so-

Buffy: I love it. (Giles gives a small smile)

Riley: (grinning) So come on, let's test this puppy out. Think you can take me? (throws a few fake punches at Buffy. She mostly ignores him, walking farther into the room.) What's the matter, afraid of a little competition?

Buffy: It must have been so much work.

Xander: I'm the dummy man. (coming forward) I mean, I... made the dummy. (gestures at it) The thing that you hit that doesn't hit back. (shrugs, looking embarrassed) That, I made.

Buffy: It's great. (to Giles) I-it's all great.

Giles: (putting his glasses back on) Well, you've earned it. Truly.

Buffy: Thank you Guys so much. You're like my... fairy godmother and Santa Claus and Q all wrapped up into one.

Riley looks confused.

Buffy: Q from Bond, not Star Trek.

Xander nods.

Buffy: I'm gonna go change.

Cut to the graveyard, night. The camera pans jerkily across gravestones and bushes. We hear the sound of someone panting. The camera moves up the stairs leading into a crypt.

Cut to Spike sitting in his crypt, watching TV.

Spike: Oh Pacey, you blind idiot. Can't you see she doesn't love you?

Suddenly there's a banging on the door. Spike jumps up and turns off the TV. More banging and Harmony comes in, looking disheveled and nervous. She shuts the door behind her and presses her back against the wall.

Spike: Well, well, well. Looky here.

Harmony: (anxiously) Is it safe? Has Buffy gotten to you yet? I saw her patrolling just now... with a stake! (Spike pretends to look shocked) She won't give up until she's killed me to death!

Spike: (skeptical) Buffy's looking for you.

Harmony: Of course! (walks forward) That's why I'm on the lam. Didn't you hear? I'm totally her arch-nemesis!

Spike: Is that right. I must have missed the memo.

Harmony: There was a mem-? (sighs) Spike, oh my god! This is like a real emergency! Uhh! (Spike grins) I need a hideout so bad. You're my only hope. We're just gonna have to rise above... our petty differences... (looks anxiously at Spike) Listen, Spike... I'm desperate.

Spike: (still grinning, looking her up and down) Desperate, are you?

Harmony smiles a cajoling smile.

Harmony: Come on, Spike. Pretty please? I'll do anything!

Spike: Anything, will you?

Harmony: Yeah! I said I'll do anything.

Spike raises his eyebrows.

Harmony: Ohhhh. You mean will I have sex with you? (shrugs casually, like "duh") Well, yeah.

Spike grins to himself as Harmony sits in his chair and takes out a cigarette. She begins flicking a lighter, trying to light it. She flicks it quite a few times before she finally figures it out and gets the cigarette lit.

Spike: Taking up smoking, are you?

Harmony leans back in the chair.

Harmony: I am a villain, Spike, hellooooo. (Takes a drag and starts to cough)

Spike: I guess you are at that. What with the slayer on your tail and all.

Harmony watches him warily.

Spike: She's not the type to give up, either. She'll hunt you down, day and night, till you're too tired and too hungry to run any more. And then? (leans down to grab a handful of dust) Then... (dusting off his hands) that is you.

Harmony looks upset.

Spike: I guess you're gonna have to kill her.

Harmony: (whining) I tried! It was all hard and stuff! (sits up) You do it.

Spike: (looking down at her) I'd love to. But, I can't. Remember? I've got this cute little government chip in my head.

Harmony: (sighs) Oh, right. Guess it'll have to be me after all. (looks up at Spike again) Can you help with the thinking?

Spike: (nods) Yeah. I suppose I could do that.

Harmony smiles and sits back again, putting the cigarette to her lips.

Cut to Buffy and Riley lying in bed, side-by-side. Riley is tapping his hands agitatedly on his chest.

Buffy gives a contented sigh.

Riley: Yeah.

Buffy: Mm, that was relaxing.

She turns onto her side as if to sleep. Riley continues patting himself, looks over at her.

Riley: You, uh... wanna relax some more? (Turns onto his side and snuggles up against her)

Buffy: Again? Right away again?

Riley is kissing her bare shoulder.

Riley: Maybe you're too tired.

Buffy: Hey. (reaches behind her to caress his cheek) I have the endurance of ten men.

Riley: Let's make it women, okay? (Buffy laughs) Just for the imagery.

Buffy: Whatever. You know, it takes a lot to wear me out. (turns toward him)

Riley: Oh, I love a challenge.

Buffy: Mm.

Buffy turns back onto her back and Riley moves on top of her. They kiss passionately.

Dawn VOICEOVER: Well, wouldn't you?

Cut to Dawn in Joyce's kitchen, pouring from a box of Sugar Bombs cereal. There are a number of bowls on the table in front of her.

Dawn: Every kid tries to make the substitute cry. It's like a rite of passage.

We see Joyce in the background, cooking over the stove.

Joyce: I certainly would not. Being a substitute is an extremely difficult job. Besides... (looks at the bowls) Honestly, Dawn, how many bowls of cereal are you planning on eating?

Dawn: Oh, these aren't for eating. I'm just trying to get the extra out of the way so I could... (sticks her hand in cereal box, pulls out a toy) get this. (She smiles cheerfully at Joyce and sits down.) Anyway, (pointing to Joyce) I want eggs.

Joyce: You want the cereal prize, but you don't want the cereal. You are growing up. All righty, half an omelette coming up. (Scooping the eggs onto two plates)

Dawn: Oh, um, with ketchup if you please?

Joyce: Mm-hmm.

Joyce turns away from the stove, holding the two plates. Suddenly she stops and blinks as if dizzy. Dawn looks up from unwrapping the prize.

Joyce: (confused) Oh, what is the... (looks at Dawn) Who are you?

Dawn looks confused. Suddenly Joyce collapses to the floor, the plates shattering. Dawn jumps up in alarm.

Shot of Joyce lying unconscious on the floor, surrounded by pieces of plates and food.

Dawn backs away, panting fearfully, and grabs the telephone. She dials 911.

Cut to a hospital emergency room. Double doors burst open and Buffy pushes in past some people, followed by Riley.

Long shot down the hospital hall. We see Dawn sitting on a chair, fiddling with a stethoscope that's hung around her neck. Buffy rushes up to her.

Buffy: Hey. How's Mom? Are you okay? (Hugs Dawn)

Dawn: I'm okay.

MAN: And your mom's doing just fine.

A young man in a white coat approaches. Buffy lets go of Dawn and stands up.

Dawn: (still sitting) This is Ben. He gave me his stethoscope.

Ben: Lent you his stethoscope. Buffy, right? (holds out hand) I'm Ben, I'm an intern here. I've had the pleasure of hanging out with the renowned Dr. Dawn here while your mom's being tested. (Buffy shakes his hand)

Riley: So what's goin' on? What happened?

Ben: Well, she's doing okay now... the Doctors don't really know what caused the collapse...

We see Dawn putting the stethoscope earpieces in her ears and tapping the end with her fingers. The voices fade out; we can still hear them, but they're muffled as they would sound to Dawn with the stethoscope in her ears.

Ben: (muffled)... it could've just been a dizzy spell, low blood sugar, that sort of thing.

Buffy: But it's nothing bad. I, I mean it's not... serious, right?

Ben: (muffled) Very unlikely. So your mom doesn't have a... history of fainting?

We see Dawn putting the stethoscope to Ben's chest. We hear a normal heartbeat.

Buffy: (muffled) No. I mean, not that I know of. She's usually really healthy.

Ben: (muffled) Well, I think they'll be running tests for a few more hours...

We see Dawn putting the stethoscope to Buffy's chest. We hear a normal heartbeat.

Ben: (muffled)...then they'll probably want her to come back for some follow-up tests in a couple weeks, but it really doesn't look like anything too serious.

Buffy: Oh, thank god. I was freaking out.

We see Dawn getting up and walking around them.

Ben: (muffled) I think you'll be able to take her home before too long.

Riley: (muffled) Well, that is definitely good news.

We see Dawn putting the stethoscope to Riley's chest. We hear a heartbeat that is much too fast and irregular. Dawn's eyes widen and she looks up at Riley's face.

Blackout.

~~~~~~ Commercial Break ~~~~~~

Fade in on a hospital exam room. Riley sits on the exam table buttoning up his shirt.

Doctor: I know I'm repeating myself here, but I don't know what else to say to convince you.

We see Buffy watching as a female Doctor talks to Riley. The Doctor is writing on her clipboard.

Doctor: I have never in all my years of medicine let a patient with tachycardia this severe leave a hospital.

Riley: You said you couldn't keep me.

Doctor: Legally, no, I can't force you to do a thing. (Riley nods and resumes buttoning his shirt) But with that pulse, believe me, I'd get on my knees and beg you if I thought I could change your mind.

Riley: You can't. I'm going home.

Doctor: And your friend here can't convince you to --

Riley holds up a hand to stop her.

Riley: I'm going.

Buffy looks very concerned.

Doctor: All right then, but you're leaving against my recommendation.

The Doctor leaves. Riley looks at Buffy, then stands up.

Buffy: What's going on? What are you doing? What if you have a heart attack?

Riley: (puts hands on her shoulders) Listen to me. Calm down.

Buffy: Me calm down? I'm not the one with a pulse of a hundred and fifty.

Riley: My heart's different than yours, Buffy. It works differently now, but it's okay.

Buffy: But you're still a human, Riley. You could still have a heart attack.

Riley: I'm a human who was used as a lab rat for months.

They look up as the door opens. Joyce and Dawn enter.

Joyce: Hi.

Buffy: Hey. How are you? (hurries over to hug Joyce)

Joyce: Oh... embarrassed, mostly. I'm sorry to put you through this. But, no more tests, so you can take this pincushion home.

Riley: Yes. (comes forward) Let's, uh, get outta here.

He holds the door for Joyce and Dawn. Buffy gives him a concerned look, then exits also. Riley follows.

Cut to Joyce's living room. Joyce is lying on the sofa, sipping from a mug, with Buffy and Dawn sitting by her. Willow stands beside the sofa.

Willow: What about a crossword? Some people say feed a cold, I say puzzle it.

Joyce: Oh, no thanks, Willow.

Dawn: I like chicken fingers with mustard when I'm sick.

Joyce: (puts mug on coffee table) I know you do, sweetie. I can make us some later.

Buffy: Oh, uh-uh. You are sitting right here on this couch today.

Joyce: I feel silly lying here like a lump!

Willow: You could make a game out of it. A-a very quiet game, about being a lump.

Joyce: I feel fine. Honestly, I'm more concerned about Riley than I am about me.

Buffy: You shouldn't even be thinking about that. He's not worried, so I don't think we should be.

Cut to Buffy's room. Buffy is pacing. Willow lies on the bed while Dawn sits on the floor, leaning against the bed.

Buffy: I don't get what he's thinking. (steps over Dawn as she paces around the bed) Why isn't he worried?

Willow: Maybe he thinks his body can handle it. He is in really good shape.

Buffy: Nobody's body can handle a heart attack. (steps over Dawn to pace the other way again)

Willow: I know. I'm sorry, Buffy. I'm trying too hard to make it okay.

Buffy: (sighs) I just keep coming back to the Initiative.

Dawn watches her pace back and forth.

Willow: It does have that icky government feel to it.

Dawn: Did you know that one time the CIA tried to kill Fidel Castro with poisonous aspirin?

Buffy: Dawn, please.

Dawn looks annoyed. Buffy sits on a chair.

Buffy: I know I have to do something, I just don't know what.

Dawn: Another time the CIA-

Buffy: Dawn!

Dawn: It's important.

Buffy looks annoyed but nods.

Dawn: (quickly) Tried to make Castro go crazy by putting itching powder in his beard. (Buffy raises her eyebrows accusingly) It's about the government!

Willow: Call the Initiative. If they know what's wrong with him, they have to help.

Buffy: Yeah, but call them how? First of all, they don't exist any more, and secondly, they never claimed to exist in the first place.

Willow looks defeated.

Buffy: (getting up) It's so unfair. I mean, i-it's like Big Brother can spy on you all the time, and-and the second I have something to say, no one will listen!

Dawn: (muttering) Sounds more like Big Sister.

Willow: There has to be a way.

Buffy: Like what? Take a tour of the White House and pretend to get lost, and look for some door with a sign on it that says "Secret Government Monster Hunters"?

Dawn: If they're really spying on you all the time, you just say something so you know they'll hear you. (Buffy looks thoughtful) Like sometimes, I write fake things in my diary in case... (trails off)

Buffy: I gotta go. Uh, see you Guys later.

She grabs her bag and leaves. Dawn looks over at Willow.

Dawn: What'd I say?

Cut to Buffy entering Riley's room. We see a punching bag in the foreground. It's dark.

Buffy: Riley?

No one's there. Buffy walks in, closing the door behind her. She picks up the phone and puts it to her ear. We hear a dial tone, alternating with clicking noises.

Buffy: (into phone) Riley's in trouble. He needs help.

She hangs up.

Fast music starts. Cut to Riley playing basketball with a bunch of other Guys. They're all yelling. The camera moves very fast, as do the men, giving it all a dizzy frantic feeling. Riley is clearly playing very well. The other men shake their heads as the game ends.

Guy: No way, man.

Riley: I'm out.

He throws the ball to one of them. He's very sweaty. He turns and walks off.

Riley walks past a bench where a Guy is sitting. He glances at the Guy, then away.

Riley: Graham. (Keeps walking)

Graham: Riley. (We see Graham sitting on the bench, talking over his shoulder) Can we talk?

Riley bends over a water fountain and drinks. Graham gets up, gestures to two men standing nearby in button-down shirts.

Graham: Agent Goodman, Agent Brown.

Riley walks toward Graham.

Riley: So talk.

Graham: What's goin' on, man? (Riley shrugs) You gotta get this taken care of immediately. We gotta get you into an operating room.

Riley: Very convincing. Makes me completely wanna put myself under government control.

Graham stares Riley down with the two other agents behind him. Riley puts out his hands, in fists, with the wrists together, as if inviting handcuffs.

Riley: Please take me where they can make me unconscious and naked.

Graham: Hey, you think I'd pull something on you?

Riley: You're still in. I'm out. I don't know what orders you're following.

Graham: Oh, come on. You know Walsh pumped all those chemicals and crap into us. You got more than anyone. She messed us up bad.

Riley: (scornful) And now the government's knocking themselves out to kiss it and make it better.

Graham: Riley, I'm tellin' you, you need help. I'm not saying it to trick you.

Riley: (shakes head) Maybe you even believe it.

Graham: I know it. You don't want this.

Riley: You're sure you got the fix for it?

Graham: Yeah. We got a Guy, a Doctor. He's gonna take care of you, and we're going to him now. (Riley nods) I'm not givin' you a choice.

Riley: I guess you're not.

Suddenly he punches Graham in the face. The other two agents grab both Riley's arms but he throws one of them off, knees the other one in the stomach and punches him. He blocks a kick from the first one, punches him, clotheslines him, throws the other one to the ground and runs off.

Cut to interior of UC Sunnydale building. We see Buffy talking to Graham amid a crowd of students. Graham's face is bruised.

Buffy: So you messed up and now he's gone and when are you even gonna tell me what's wrong with him?

Graham: I'm not permitted to say.

Buffy: Say.

Graham: (sighs) Hyperadrenal overload and a bunch of stuff that sounds even worse than that, and all it means is he's way stronger than he oughta be and feeling no pain. His heart can't take it. We've been at him for weeks about it.

Buffy sighs.

Graham: There's a specialist waiting at Sunnydale General, fourth floor neurology. Get Riley there. If you don't-

Buffy: I'll get him there.

Graham: (nods) I'll tell the doc.

Buffy turns to walk off. Graham watches her go.

Graham: Buffy.

She turns back.

Buffy: If you tell me to hurry... I'll kick your ass.

She walks off as Graham watches.

Cut to shot of Sunnydale, evening.

Fade to Riley walking through woods, approaching the entrance to a cave and entering it.

Cut to interior of the magic shop. We see Willow and Tara sitting at the round table with Giles standing in the background.

Willow: Poor Riley.

Giles: Could he have simply gone back to his apartment?

Giles walks toward them and we see Buffy standing beside the table. Xander and Anya are sitting across from Willow and Tara.

Buffy: No, he's not at his apartment, he's not at the gym, he's not at the library... he's gone somewhere where he doesn't wanna be found.

Anya: So basically he's gone AWOL.

Buffy: Basically exactly.

Willow: Poor Buffy.

Xander: Maybe he just needs some time alone. Like, I had this friend once, who really liked this girl, and... he got all worried that maybe she didn't like him back... (Buffy and Giles look confused) and maybe that made him act like a total jerk. Maybe Riley reminds me of that friend.

Anya smiles.

Willow: What are you talking about?

Xander: Then again, maybe not. Maybe he just wants attention.

Buffy: Well, here's a hot tip, if you want attention? Be there so people can give it to you.

Anya: (softly) I care about you, Xander.

Xander: (smiles confusedly) Thanks.

Anya: (smiles) Don't be insecure.

Xander: (shrugs, shakes his head) Thanks... I won't.

Anya: And, I also have this "friend" (making air-quotes) and, uh, I have it on really good authority that she really likes that Guy, your "friend" (air-quotes)... and, by the by, my friend-

Buffy: You Guys, enough! (Anya and Xander look embarrassed) Okay, Riley is in real danger here. (sighs) Anya, Xander, why don't you Guys check the docks.

Anya and Xander nod.

Xander: Aye aye.

They get up and leave.

Willow: Tara and I can scope out the burned-out school. Riley hid there once. Maybe he... feels it's homey or something.

Buffy: (thoughtful) Homey. You know what else he might find homey in a... dank, unpleasant evil sort of way? (Giles sits in Xander's vacated seat) The Initiative caves. I don't know them too well.

Giles: (sipping tea) We do have an associate who knows those caves like the back of his... melanin-deprived hand.

Buffy: (sighs) I so don't want to deal with Spike right now. That Guy is really starting to bug me in that special "I wanna shove something wooden through his heart" kinda way.

Willow: He does seem extra twitchy lately. Maybe the whole not killing is gettin' to him.

Buffy: Plus hanging out all day in that moldy crypt, you just know he's doing something nasty.

Cut to Spike sitting with Harmony in the crypt.

Spike: Okay, is it bigger than a breadbox?

Harmony: (smiling) No. Four left.

Spike: So it's smaller than a breadbox.

Harmony: (giggling) No! Only three!

Spike: (quietly annoyed) Harmony... is it a sodding breadbox?

Harmony: (clapping and laughing) Yes! Oh my god! Someone's blondie bear is a twenty-question genius!

Banging on the door. Harmony stops laughing and looks scared.

Harmony: She's found me!

She jumps up and runs over to a coffin, climbs into it. Spike follows and slides the lid onto the coffin, then sits on top of it trying to look casual.

Buffy busts the door open and strides in.

Buffy: I've got a proposition for you.

Spike: (jumping off the coffin) Funny, I've got a proposition for you, what about knocking? (Buffy ignores him, pulling out a wad of cash and unfolding it) Seems only fair since we vamps can't enter your flat without an invite, you could at least -- Say, look at those pretty pieces of paper.

Buffy: Riley's sick with some Initiative thing and he's missing. I think he might be in the caves. You find him, bring him to the fourth floor of the hospital, their Doctors get to him in time... (holds up the money) you get the cash.

Spike: Oh, dear, is the enormous hall monitor sick? Tell me, is he gonna die?

Buffy slaps him across the face.

Buffy: He is not the only person that can die.

Spike: Hey. I'm just saying, if it's really that important to you, I think I'll get half now.

Buffy looks at the money in her hand. She rips the bills in half, slams one half against Spike's chest, and strides out.

Spike watches her go, then looks down at the half-bills in his hand.

Harmony pushes the coffin lid aside and peeks out.

Harmony: So? What'd she say about me?

Cut to hospital corridor. The double-doors open and Graham walks through, walks down the hallway, past a security guard who nods at him. Graham goes through another set of double-doors and enters a lab. The Doctor (Dr. Overheiser) is there.

Overheiser: Any word?

Graham: They'll be here any minute.

Overheiser looks at a folder in his hand.

Graham: That's soon enough, right? I mean, if we bring him in now?

Overheiser: I'll be honest. I'm not sure it's soon enough if you brought him in yesterday.

Knock on the door. Graham turns.

Graham: Finally.

He opens the door to see the security guard apparently standing there. Then the guard falls forward, his head hitting Graham's. Graham falls back and the guard falls on top of him as we see Harmony walking in behind the dead guard. Overheiser looks up in alarm. Spike follows Harmony in, carrying a crossbow. He tosses it to Harmony, who catches it and points it at the Doctor, letting the tip of the arrow touch his cheek.

Spike: You got yourself a new patient, doc.

Blackout.

~~~~~~ Commercial Break ~~~~~~

Fade in on Buffy walking in the woods, holding a flashlight. It's dark. She finds the cave entrance that Riley used earlier, and walks in.

Exterior shot of a college building.

Cut to interior of a room with several tiers of chairs. The door opens and Spike enters, followed by Overheiser and then Harmony with the crossbow.

Overheiser: Look, you don't understand. This is a complicated neurological procedure and I've never performed it before.

They walk down the steps, past rows of seats, into a surgical theatre.

Spike: Little performance anxiety, eh doc? (Takes off his jacket, sits on the operating table) Butterflies in the old belly? Harm, do us a favor. Shoot the nasty butterflies for the good Doctor. (Overheiser looks from Harmony to Spike and moves toward the operating table) There you go. It's not so complicated. Just do whatever those Initiative lab monkeys did, only backwards.

Harmony sits on a nearby counter.

Overheiser: This is a medical school, not a proper operating facility, these instruments... (gesturing at the tray of instruments)

Spike: (sighs) They look pointy enough. They'll do.

He lies back on the table with his hands behind his head.

Overheiser: You're not listening. That chip is deeply imbedded in your cerebral cortex. Removing it could leave you a vegetable.

Spike: That's not gonna happen, mate. See, I have faith in your survival instinct.

He looks significantly over at Harmony. Overheiser looks too. Harmony smiles and lifts the crossbow.

Spike: (smiling) Yeah. You'll have me up and killing before the night's over.

Overheiser looks apprehensive. Spike continues to grin.

Spike: Come on, doc! (nudges the Doctor with his foot) You'll do me right. Nothing bad'll happen to you.

Suddenly an arrow flies across the room, narrowly missing the Doctor, and lodging in the wall opposite. Spike and Overheiser look at it, startled, then look over at Harmony.

Harmony: Oops. (grinning apologetically) String was slippy.

Cut to exterior shot of the burned-out old Sunnydale High School building.

Willow VOICEOVER: (calling) Riley!

Cut to inside. Willow and Tara walking through the rubble.

Tara: This place kinda creeps me out.

Willow: You shoulda been here when it was a school. (calls) Riley!

They walk on, very slowly, looking nervous.

Willow: Oof. Darkness.

Tara: Piles of it. We shoulda brought a flashlight.

Willow: Ooh! I know! (reaches into her bag) Better to light a candle than curse the damn darkness. (Smiles. Pulls a small bottle out of her bag) A little spell. (Shows it to Tara) Fiat lux! (Latin, translation: "let there be light")

Willow throws the bottle at the ground. There's a big burst of flame and then the entire area is lit with a soft diffuse light.

Tara: Wow.

Willow: There, that's better.

Tara stares at her in amazement.

Willow: (calling) Riley! Come on out!

She begins to walk again. Tara follows, still staring.

Tara: How'd you do that? With the light?

Willow: Oh, you know. You taught me.

Tara: I taught you teeny Tinkerbell light.

Willow: Okay, so I... tinkered with the Tinkerbell. It was easy. And besides, isn't this better than... using a flashlight like some kind of doofus?

Cut to Buffy with a flashlight, walking through the caves, calling.

Buffy: Riley? Riley, answer me. (mutters softly) Please.

She walks on. Pan across the rocks, with vines growing on them. We hear a repetitive knocking noise.

Buffy: Riley?

She rounds a corner and finds Riley punching the rock wall. There's a large cavity in the wall where he's clearly been punching for some time. He's shiny with sweat and looks tired.

Riley: (not looking at Buffy) You know, this doesn't even hurt.

Buffy: Your hand is bleeding.

Riley: (looks at her) Don't feel a thing.

He moves to punch the wall again but Buffy stops him.

Buffy: This stops now. I'm taking you to the Doctor.

Riley: The one from the government, you mean? Like the ones who did this to me in the first place? (Puts up a hand in a "no thanks" gesture and backs away)

Buffy: (moving toward him) He's the only one that understands what's wrong with you. He's the only one that can help.

Riley: What's wrong with me? I'm more powerful than I've ever been, Buffy. Most people would kill to feel this way.

Buffy: Yeah, and this feeling is going to kill you. Riley, your body was not built for this kind of strength-

Riley: I can handle it. This is my deal, Buffy, just... back off.

He walks past her. She turns to watch him.

Buffy: What is this?

He stops walking, turns back to her.

Buffy: What's happening to you?

Riley: I go back... let the government get whimsical with my innards again... They could do anything that -- Best-case scenario, they turn me into Joe Normal, just... (sighs) Just another Guy.

Buffy: And that's not enough for you?

Riley: It's not enough for you.

Buffy: Why would you say that?

Riley: Come on. Your last boyfriend wasn't exactly a civilian.

Buffy: So that's what this is about? You're going to die, all over some macho pissing contest.

Riley: (shakes his head) It's not about him. It's about us. (Buffy shakes her head, not understanding) You're getting stronger every day, more powerful. I can't touch you. Every day, you're just... a little further out of my reach.

Buffy: You wanna touch me? (walks toward him) I'm right here. I'm not the one running away.

Riley: Not yet.

Buffy: So you have this all figured out? I'm bailing because you're not in the super club.

Riley: (shrugs) It's human nature.

Buffy: (angrily) Don't Psych 101 me. (Riley looks away) Not now. Not after everything that... Nobody has ever known me the way you do. Nobody. (Riley doesn't look at her) I've opened up to you in ways that I've never opened up to... God, you're just sitting back there thinking that none of this means anything to me.

Riley: (still not looking at her) I never said that.

Buffy: (teary-eyed) Because it obviously doesn't mean anything to you. Do you really think so little of me-

Riley: Buffy. Buffy: No! No. Do you think that I spent the last year with you because you had super powers? If that's what I wanted, then I'd be dating Spike. (quietly) Riley, I need you. (He looks at her, looks apprehensive) I need you with me... and I need you healthy. But if you wanna throw it all away because you don't trust me, then... (firmly) then I'm still gonna make you go to that Doctor.

Riley looks at her, looks away. He sighs.

Riley: Take me to him.

Buffy nods.

Buffy: We have to hurry.

She strides past him, but he grabs her arm and turns her to face him.

Riley: Loving you is the scariest thing I've ever done, Buffy.

Buffy: I don't know why.

She puts her hand over his heart.

Buffy: The Doctor said we didn't have much time.

They walk off.

Cut to Spike on the operating table. A sheet lies vertically over the top of his head, and his eyes are closed. As the camera pulls back we see the Doctor wearing rubber gloves, working on Spike's head. Harmony comes into view, walking behind Overheiser.

Harmony: I read in a magazine that some women think a man's real sex organ is his brain.

She leans next to the Doctor and looks at where his hands are.

Harmony: Yecch! No contest. I mean, look at it. It's so... pink and wriggly-looking. (grins suddenly; to the Doctor) Can I touch it?

Spike's eyes pop open.

Spike/Overheiser: (unison) No!

Harmony: (looking over at Spike's face) Oh my god, you're awake?

Overheiser: Local anesthetic.

Harmony: Wow, Spikey, how does it feel?

Spike: Like someone's cutting into my brain with a knife, you silly bint.

Harmony looks back at Spike's brain.

Harmony: (to Doctor) You know what it means that he can't hurt any living thing? It means he can't even pick flowers.

Spike: What? Yes I can!

Overheiser: (softly) Please be quiet.

Everyone is quiet for a moment. Then Harmony points at Spike's brain again.

Harmony: Is it supposed to do that?

Overheiser: Please. For god's sake, please, be quiet.

Harmony: Listen, buster. I don't see a crossbow in your hands, okay?

Spike: Harmony, if your incessant prattling bolloxes up this operation, I'm gonna personally yank out your pink and wriggly tongue.

Overheiser looks at Harmony.

Harmony: What are you looking at?

Cut to the hospital room. Riley and Buffy come through the double-doors and find the security guard and Graham on the floor.

Buffy: Uh-oh.

Buffy bends over the guard while Riley goes to Graham.

Riley: Graham. Graham. (Helps him sit up. Riley holds up two fingers) How many fingers I got?

Graham: Seventeen.

Riley and Buffy exchange a concerned look.

Graham: Hostile 17 and a blonde girl.

Buffy: (sighs) Spike and Harmony, together again.

Riley helps Graham stand up. They look around.

Giles: Where's Dr. Overheiser?

Buffy: Uh, Spike must have taken him. What would Spike want with -- (The clue hits) The chip. He's gonna force the Doctor to remove the chip from his brain.

Riley bends over and puts his hands on his knees, panting. He's pale and sweaty.

Buffy: Riley?

Riley: (straightens up, breathlessly) I'm okay. Okay.

Graham: (to Buffy) We're running out of time. We don't find the medic soon, he's not gonna make it.

Buffy: (thinking fast) Okay, okay, brain surgery. He, he's gonna need a medical facility, he-he's gonna need, uh, uh, equipment...

Graham: This is a big hospital.

Buffy: No, uh-uh, he wouldn't do it here. It's too risky. We'll split up. Graham, get on the horn, or the... pipe, or whatever you Guys get on, I-I want you to check animal hospitals, Doctors' offices...

Graham walks to the door. Riley stops him.

Riley: Hey, about before...

Graham: We're good. Apologize later, if you're not dead.

He leaves. Riley looks nervously at Buffy. She walks toward him.

Buffy: (firmly) You are not going to die.

Riley: Bet you say that to all the boys.

Buffy: No. There is one peroxided pest whose number is up. (They start to walk off) When I get my hands on Spike, I'm gonna rip his head off, I'm gonna...

Cut to closeup of Spike's face. He's still on the operating table.

Spike: ...Bathe in the slayer's blood. Gonna dive in it. (with relish) Swim in it.

Shot of Overheiser and Harmony behind the sheet, staring at Spike's brain. Harmony is smoking another cigarette.

Spike: I'm gonna do the bloody backstroke.

Harmony blows out smoke, which drifts toward Spike's face. She begins to jump up and down.

Harmony: I see it, Spikey! I see the chip! It's nestled in there like... a pretty little Easter egg with your brain all around it like that green plastic grassy stuff... only this is more a beige, like-

Overheiser: Would you please put out that cigarette? It's really not allowed.

Harmony: Oh yeah? Says who?

The Doctor turns to look pointedly at the NO SMOKING sign on the wall.

Harmony: Oh god, sorry! Didn't see the sign!

She turns away to put out the cigarette. The Doctor turns and drops something into a dish. It makes a metallic clinking noise.

Overheiser: The chip's out. (Harmony squeals excitedly) Didn't think I could do it, I just... it's out.

Spike: Yeah?

Harmony: (jumping up and down, clapping) Yay! Yay for Spikey!

Spike: Right then. (determinedly) Stitch me up, doc. Got places to go. And slayers to kill.

Blackout.

~~~~~~ Commercial Break ~~~~~~

Fade in on Harmony holding the crossbow. Pan across to Spike, sitting up while the Doctor puts a few last stitches in his head.

Spike: Listen to me. My stomach's growling, I'm so starved. (The doc looks nervous, begins to apply a bandage) I'm afraid I'm gonna have to have me a little snack.

Overheiser looks very nervous. Spike turns his head to speak over his shoulder.

Spike: Oh, don't worry. I won't fill up on the bread. I'll still have plenty of room for the main course.

The door opens and Buffy walks in, followed by Riley.

Spike: (fiercely) Slayer!

He jumps off the table. Harmony moves to stand beside him, holding the crossbow. Buffy and Riley stand side-by-side. Faceoff. The Doctor tries to sidle around toward the door.

Spike morphs into vampire face.

Spike: Suit up, Harm.

Harmony morphs into vampire face.

Buffy turns to stop the doc as he tries to leave.

Buffy: Stay here. (She pushes him so he falls to the floor) We're gonna need you.

Spike: Buffy. I swear I was just thinking of you. I wanted to tell you the great news. My head's all clear now. No more bug-zapper in my noggin.

Buffy: That means I get to kill you.

Spike: You get to try.

The standoff continues. Suddenly the crossbow goes off and the arrow flies, landing in Riley's leg. Buffy looks over at him. Riley doesn't seem to react.

Harmony: Oops.

Riley storms toward her. She moves toward him. He brushes the crossbow out of her hands.

Buffy punches Spike in the face.

Riley throws Harmony down on the operating table, picks her up and throws her against a wall full of equipment.

Buffy punches Spike in the face a few more times; he stumbles back against the operating table.

Riley punches Harmony, throws her across the room, leans against a counter panting. He turns as Harmony shoves a wheeled chair toward him. He trips over it and goes down. Harmony kicks him in the face.

Spike jumps up onto the operating table and grins down at Buffy. In the background we can still see and hear Riley and Harmony exchanging blows.

Spike: At long last.

He leaps on top of Buffy, carrying her to the ground and landing on top of her. He pins her hands down and bends to bite her neck. Buffy struggles.

Spike gives a yell of pain and jerks backward. Buffy punches him, then shoves him off her so he lands next to the Doctor. Spike looks angrily at Overheiser, who looks scared.

Riley punches Harmony in the face; she kicks him away. He starts toward her again but stops, grabbing his chest and groaning in pain.

Buffy: Riley!

Riley stumbles against a metal table and falls down with it on top of him. Harmony looks at her fist, then runs off.

Buffy crawls over to Riley and puts her hands on his chest.

Buffy: Riley.

Spike gets up and opens the container where the Doctor supposedly put his chip. He takes out a penny from inside it.

Spike: (looking at Doctor) A penny?

Overheiser: (getting up) I told you I couldn't do it.

Buffy: Oh god. Doctor! Doctor, we need you now!

The Doctor rushes to lift the table off of Riley as Spike and Harmony move to the door. Spike grabs his jacket and pauses to look back, then turns and leaves.

Buffy and the Doctor lift Riley up to a sitting position.

Cut to exterior graveyard, night. Spike and Harmony run between the trees and gravestones.

Spike: Buffy, Buffy, Buffy! Everywhere I turn, she's there! That nasty little face, that... bouncing shampoo-commercial hair, that whole sodding holier-than-thou attitude.

Harmony: Well, aren't we kinda unholy, by the-

Spike: She follows me, you know, tracks me down. I'm her pet project. Drive Spike round the bend. Makes every day a fresh bout of torture.

He stops running, picks up a headstone and throws it against another. Harmony cringes as the dust showers her.

Harmony: Spike!

Spike: You don't understand. I can't get rid of her. She's everywhere. She's haunting me, Harmony!

He grabs her upper arms. She looks very scared. Spike stares at her, slowly calms down.

Spike: (quietly) This... has got to end.

Cut to Riley lying on the operating table, with the Doctor putting a bandage on his chest. Buffy walks in.

Overheiser: All patched up.

Overheiser exits and Riley sits up. We see that in addition to being shirtless, he's also only wearing half a pair of jeans -- the other pant-leg was cut away to help get the arrow out of his leg. Another bandage is wrapped around his thigh. He picks up his shirt and begins to put it on. Buffy puts one hand on Riley's good leg and lightly touches the bandage on his chest with her other hand.

Buffy: How's it goin' in there?

Riley: Good. Back to normal.

Buffy leans her head against his chest to listen to his heartbeat.

Buffy: Yep.

He strokes her hair. She leans back and takes his bruised hand in hers, pulling his hand to her heart.

Buffy: And see... I'm still touchable.

Riley: (nods) Give me a week or so to heal, and... I'll take full advantage of that fact.

Buffy smiles, still holding his hand

Buffy: Are you gonna be okay? 'Cause I should really go check on my mom.

Riley looks up at her.

Riley: Yeah. Yeah, go ahead. I'll be fine.

Buffy: I'll talk to you later.

He nods. She leans up and kisses him softly, then turns away.

Shot of Riley's hands as Buffy pulls her out of his grasp and leaves.

Shot of Riley watching her go, looking pensive.

Cut to Riley and Graham walking down the hall in a dorm or frat building. Riley has a noticeable limp. Graham's face is still bruised.

Graham: It's a good thing Buffy found you when she did, 'cause you were about to detonate big-time. Always said she's pretty impressive.

Riley: You know, she really is.

Graham: But you know you don't belong here, right? (Keeps walking and talking although Riley has stopped walking and is staring at his back) This town? I mean, you're nothin' here.

Riley: Hey. (Graham stops walking, turns to look at him) What are you saying?

Graham: Come on, man. You know it's true. There's nothing for you here.

Riley: There's her.

Graham: Okay, right, there's her. And? You used to have a mission, and now you're what? The mission's boyfriend? Mission's true love?

Riley looks at the floor, then walks on, past Graham.

Graham: You belong with us.

Riley doesn't reply, keeps walking. Graham watches him go.

Cut to Spike's crypt. Spike is sleeping in his chair. Banging noises. Spike opens his eyes and gets up as the door flies open and Buffy walks in.

Spike: Should have known it's you. Been nearly six hours.

Buffy: Well, it would've been less if I wasn't busy cleaning up your mess.

Spike: My mess? I just borrowed the doc. The mess is yours, Slayer. Yours and the boy's.

Buffy: I'm done.

She takes a stake from her back pocket and walks toward Spike. He looks surprised.

Buffy: Spike, you're a killer. And I shoulda done this years ago.

Spike looks her in the eye.

Spike: You know what? Do it. Bloody just do it.

Buffy: What?

Spike: End... my... torment. Seeing you, every day, everywhere I go, every time I turn around. Take me... out of a world... that has you in it! (Yanks off his shirt and throws it aside) Just kill me!

Buffy stares at him, then raises her stake and lunges. Spike winces, but she stops at the last minute. They stare into each other's eyes.

Suddenly Spike grabs Buffy by the upper arms and kisses her passionately. She returns the kiss. It goes on for a moment and then Buffy pulls back with a little noise of dismay, bringing her hand to her mouth. She stares at Spike and he stares back, both panting. The stake is gone from her hand.

Slowly Buffy drops her hand from her mouth and walks back to Spike, putting both her hands to the back of his head and pulling him down toward her. They kiss again, very passionate. Spike brings his hands up to clutch her back, kissing her cheek and the side of her neck.

Buffy: (panting) Spike... I want you.

Spike: (muffled against her neck) Buffy, I love you.

He pulls back. Closeup of Buffy staring at him.

Spike: (OS) God, I love you so much.

Cut to Spike sitting up in bed with a gasp.

Shot of Harmony sleeping in the bed next to him.

Shot of Spike sitting up in the bed, looking horrified, while Harmony continues to sleep.

Spike: Oh, god, no.

Closeup of Spike's face.

Spike: Please, no.

Blackout.

END Credits.

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