5X15 A Hole in the World


Written By: Joss Whedon


PROLOGUE:

1 INT. FRED'S BEDROOM - DAY
On some land in the country with some fruit trees nearby is a cute yellow
and white house. It's a sunny day and the skies are blue and clear. Inside,
Fred is packing her suitcase. An older woman helps her pack while an older
man stands nearby. Contextual clues indicate this is a FLASHBACK scene,
taking place while Fred is packing up to leave her parents' home in Texas
to move to Los Angeles, some years in the past.
FRED'S DAD
I don't see why it has to be this way. There are plenty of good schools
in the area.
FRED
I know. And I have a nice room and I could meet a nice boy and we
could get married and live in my nice room—
FRED'S MOM
Well, he'd have to be a smallish fella.
FRED
—and we could have sweet little babies that could sleep in the
drawer.
FRED'S DAD
I do not see a downside to this plan.
FRED
Daddy, I love you like pancakes, but I'm gettin' the hell out of here.
FRED'S MOM
(cautioning)
Language.
FRED'S DAD
She should say it. That's where she's going: Hell A.
FRED
It's Los Angeles, the City of Angels, remember?
FRED'S DAD
And if you meet one angel there, I'll eat the dogs. A bunch of junkies
and spoiled movie actors—that's who you're gonna meet.
FRED
In the graduate physics program at UCLA?
FRED'S DAD
You don't know.
FRED'S MOM
Sweetie, why don't you check the Chevy one more time?
FRED'S DAD
The Chevy's fine. 
(walks toward the door)
I slept in a drawer 'til I was three. Didn't stunt me none.
(exits)
FRED
Oh, did you call Bethany? Is it still OK?
FRED'S MOM
Late as you like. She says they'll leave you a key in case they turn
in.
FRED
I know I'm forgettin' somethin'.
FRED'S MOM
Just call us up, we'll drive it up to you, move in. No problem.
FRED
Mom.
FRED'S MOM
I'm just scarin' ya.
FRED
Don't worry. I'll call ya lots. 
(hugs her mom)
FRED'S MOM
I know ya will.
FRED
(gasps)
Feigenbaum. 
(runs to a shelf near the window; grabs a stuffed bunny doll)
I can't make the trip without Feigenbaum.
FRED'S MOM
He doesn't quite look up to it.
FRED
Hush. He's the master of chaos. He'll love L.A.—all my junkie,
movie-actor friends.
FRED'S MOM
(snaps)
Don't you joke. 
(worried)
Now, you gotta promise me that you're gonna be careful.
FRED
I'm gonna study, mom. I'm gonna learn every damn thing they know up
there, and then figure out some stuff they don't. And I'll be careful.
I'll even be dull, boring. Cross my heart.

Cut to: INT. UNDERGROUND LAIR - NIGHT
Back in present-day, Fred is fighting off some enemy with a flame-thrower.
Pan over to show there's lots of large egg-sacs on the walls, and the creatures
in them are squealing at a very high pitch as Fred singes them with the
flames from her flame thrower. The whole cave area is on fire now. One of
the pods opens up beside Fred's head, and a creature starts to come out
of it unnoticed by Fred. Suddenly, a gunshot goes off, and we see that Wesley
is standing nearby with a shotgun aimed at the offending creature.
FRED
(smiles, puts down the flame thrower's nozzle)
We got the nest.
WESLEY
The others are finishing the sweep. Nasty little buggers.
FRED
Kind of cool, physiologically. They reproduce by vomiting up crystals
that attract and mutate the microbes around them to form eggs.
WESLEY
(with a sly grin)
Are you trying to turn me on.
FRED
(grins, approaches Wesley)
It is kind of romantic. A roaring fire. A snug little nest. 
(puts her arms around Wes's neck; they kiss, backlit by the flames)
Angel and Spike approach, bickering. Fred and Wes pull out of the
kiss before Angel and Spike get to the lair.
SPIKE
Fuss, fuss. The thing was about to strike. It was on your back. What
was I supposed to do?
As Angel walks into the room, we can see he's been run through with
a large sword. There's a creepy demon bug on his back, dangling from where
the sword exits Angel's body.
ANGEL
Ask me to turn around.
SPIKE
Heat of battle. There wasn't time.
ANGEL
You just like stabbing me.
SPIKE
I—I'm shocked—shocked that you'd say that. I much prefer
hitting you with blunt instruments.
ANGEL
You know, we only asked you along 'cause we felt sorry for you.
SPIKE
If it weren't for me, you'd be bug food, so stop winging.
FRED
(walks up to Angel)
Angel?
ANGEL
Ah, I'll be all right.
FRED
(grins)
No, I just want the bug. It's in pretty good shape, and I'd like to
take it back to the lab. I always like a new specimen.

Cut to: INT. SCIENCE LAB - NIGHT
Knox is working late in the lab when a deliveryman brings in a huge stone
sarcophagus. The sarcophagus is sandstone colored with a circular iris at
the top, surrounded by 5 fist-sized crystals.
KNOX
Whoa, uh, what's this?
DELIVERYMAN
Delivery.
KNOX
Ancient Relics is two floors down.
DELIVERYMAN
Invoice reads: Science Department. Winnifred Burkle.
(takes a piece of paper off his clipboard, places it on top of the
sarcophagus, and walks toward the exit)
KNOX
You need me to sign...?
DELIVERYMAN
Been signed.
(exits, shuts the door behind him)
KNOX
OK.

Fade to black.
Opening credits.

ACT I:

INT. GUNN'S OFFICE - DAY
Gunn is walking around his office bouncily, singing "Three Little Maids
From School Are We" from "The Mikado" by Gilbert and Sullivan.
GUNN
(singing Broadway style with ease)
Three little maids who, all unwary, 
Come from a ladies' seminary, 
Freed from its genius tutelary— 
(picks up a printout from the printer; continues to sing)
Three little maids from school! 
Three little maids—
(notices Wesley is at his door, changes to singing Rap style, but
struggles)
..and ya don't stop with all the ladies in the...gangsta but ... go
(speaking)
What's up?
WESLEY
I should ask you. You seem unutterably cheery.
GUNN
I am. 
(closes his folder)
I am. 
(puts down the folder; walks toward Wesley, excited)
Look, I gotta be straight with you 'cause this is kinda blowin' my
mind.
WESLEY
Tell me.
GUNN
Fred and I are getting back together. 
(Wes gasps nearly inaudibly, stares at Gunn, trying hard not to react)
She was so keyed up from last night's fight, she asked me over. We
ended up talking for hours like old times, 
(Wesley looks down, in shock)
then, all of a sudd— I can't even keep this up 'cause your face
is gonna make me weep. Wes, I am so messin' with you.
WESLEY
(shakes his head)
I— Oh... 
(sighs in relief)
No, I...
GUNN
Come on. Brother gets a dig in. That's my right.
(walks back to his desk)
WESLEY
(walks into the office)
So, you know about—
GUNN
It's on every Blackberry in the building. No secrets in the House
of Pain.
WESLEY
And... is that all right...with you? Fred and me?
GUNN
Last year, you wouldn't ask me that question. The man becomes civilized.
It's cool. Our thing's long done, and I know how you feel about her.
WESLEY
Thank you.
GUNN
(sits forward in his chair)
And to add the necessary boilerplate, you ever hurt her, I'm gonna
kill ya like a chicken.
WESLEY
Acceptable terms.
(sits in a chair facing Gunn)
GUNN
Now, on to the real fun.
WESLEY
Yes, you seemed like something was up before you made that tasteless
and horrible joke at my expense.
GUNN
Lindsey McDonald.
(walks around his desk to give a report to Wesley)
WESLEY
(stands)
You know where he is.
GUNN
Settle for was? He can hide from the senior partners, but not from
the DWP and not from our many, many ears.
WESLEY
He was living here...
GUNN
Under the name of Doyle. The way he was messin' with Spike and Angel,
could be he had some other schemes laid out. Senior partners took
him out fast. I don't even think he had time to pack.
WESLEY
Worth checking. Nice work. You should tell Angel.
GUNN
(squirmy)
You can tell him. I ain't goin' in there.

Cut to: INT. ANGEL'S OFFICE - DAY
Spike and Angel are having a loud, passionate argument.
SPIKE
It's bollocks, Angel! It's your brand of bollocks from the first to
last.
ANGEL
No, you can't ever see the big picture. You can't see any picture!
SPIKE
I am talking about something primal. Right? Savagery. Brutal animal
instinct.
ANGEL
And that wins out every time with you. 
(in Spike's face)
You know, the human race has evolved, Spike!
(walks away from Spike)
SPIKE
(follows Angel making mocking gestures)
Oh, into a bunch of namby-pamby, self-analyzing wankers who could
never hope to—
ANGEL
We're bigger. We're smarter. Plus, there's a thing called teamwork,
not to mention the superstitious terror of your pure aggressors!
SPIKE
You just want it to be the way you want it to be.
ANGEL
(yelling)
It's not about what I want!
WESLEY
(walks up to the office door)
Sorry. Is this something we should all be discussing?
ANGEL
(embarrassed to be caught by Wes, backs away from Spike)
No.
WESLEY
It just...sounds a little serious.
ANGEL
It was mostly...theoretical. We...
SPIKE
(calmly)
We were just working out a b— 
(passionate again)
Look, if cavemen and astronauts got into a fight, who would win?
(crosses his arms and looks expectantly at Wes)
WESLEY
Ah. You've been yelling at each other for 40 minutes about this?
(Angel looks down, Spike stares at Wes, still expecting an answer)
(looks pensive, crosses his arms)
Do the astronauts have weapons?
ANGEL & SPIKE
(simultaneously)
No.

Cut to: INT. SCIENCE LAB - DAY
Fred is inspecting the sarcophagus while Knox works nearby.
KNOX
I couldn't find any invoice on it. I thought maybe you went crazy
on eBay.
FRED
No. No eBay. 
(circling the sarcophagus)
After that commemorative plate incident, I'm living clean. Did you
run a spectral analysis?
KNOX
Yeah. Everything's bouncing off it, which doesn't thrill me.
FRED
Yeah. Let's not be hasty about opening it. It's probably just a mummy.

KNOX
Mummies can be a lot more trouble than you think. And you're seeing
Wesley now.
FRED
(uncomfortably)
Uh... Oh. OK. That's not connected to mummies in some way...
KNOX
No, I just wanted to get it out there. And I'm totally good with it.
I—I know that I've made... 
(puts on his protective eye goggles)
advances.
FRED
(shrugs)
I'm sorry.
KNOX
(takes off the goggles)
No, I— I didn't want to make you uncomfortable. I love working
with you, and that's plenty for me.
FRED
You're sweet.
KNOX
You want me to get our HazMat's on this baby?
FRED
Yeah, and see about where it came from.
Knox exits the lab, leaving Fred there alone to inspect the sarcophagus.
She stares at the end of it where the iris is located. She reaches out
tentatively toward one of the crystals that decorate the surface. Slowly,
gently, she touches her fingertips to a purple crystal, and before she
can react, the iris opens, letting out a gust of air right into Fred's
face. Fred gasps and steps back, coughing. Knox rushes back into the lab.
KNOX
What happened!?
FRED
I don't know. It opened, and there was air.
(breathes deeply)
KNOX
Are you OK?
FRED
Uh, I think so. That was odd.
(stares at the sarcophagus)

Cut to: INT. ANGEL'S OFFICE - DAY
Spike bursts into Angel's office.
SPIKE
(peeved walks over a chair instead of around it)
Harmony just pulled me out of a very promising poker game down in
Accounts Receivable, so this better be good. 
(throws himself into the chair facing Angel's desk; hangs his leg
over the chair arm)
Oh, and, by the way, all the guys down there agree that astronauts
don't stand a chance against cavemen, so don't even start. 
(shrugs cockily)
ANGEL
Look, I can't do this anymore.
(walks from the window to his desk)
SPIKE
Admitting defeat, are you?
ANGEL
You and me. This isn't working out.
SPIKE
(holds his hand to his chest)
Are you saying we should start annoying other people?
ANGEL
I'm saying you should go.
SPIKE
You really can't stand the competition, can you?
ANGEL
That isn't the— 
(sighs, starts over calmly)
The way I figure it, Lindsey brought you back as a spirit bound to
this place so you'd become...invested in it. He only made you corporeal
again once you'd gotten used to it, attached to it.
SPIKE
I'm not attached. 
(twiddles his fingers)
I just don't have anywhere else to go.
ANGEL
What if you did? Look, Wolfram & Hart has got offices in every
major city in the world, and a lot more out of it. I'll give you the
resources you need to go anywhere: cars, gadgets, expense accounts.
You fight the good fight, but... in style. 
(sits on the edge of his desk)
And, if possible, in Outer Mongolia.
SPIKE
Roving agent. 
(folds his hands behind his head, smiling)
Sort of a 007 without the poncy tux. Go anywhere I want?
ANGEL
Anywhere. Everywhere.
SPIKE
(smiles)
Hmm. Anywhere but here.

Cut to: INT. HALLWAY AT WOLFRAM & HART - DAY
Fred and Lorne are walking down the hallway engaged in conversation.
FRED
But that doesn't make any sense.
LORNE
I just call it like I see it.
FRED
But the cavemen have fire. That's what they live with in their caves.
The astronauts should at least have some sort of weapon. 
(notices Wesley walking up the stairs toward them)
Hey there.
WESLEY
I was just on my way to thinking of an excuse to come and see you.
FRED
(smiles)
And how is that working out?
WESLEY
Really great. Where are you coming from?
FRED
Oh, medical. I breathed some old mummy dust. Had to make sure I didn't
discover any new germs.
WESLEY
(concerned)
You all right?
FRED
They shooed me right off. Mummy free.
WESLEY
Good. I was hoping to take you out tomorrow night, and I don't feature
you wrapped in bandages.
FRED
Take me out where?
(grins widely)
WESLEY
Can it be a secret?
LORNE
Oh, sheesh. 
(steps between them to walk down the stairs)
Get a balcony, you two, huh?
FRED
(calls after Lorne)
You'll still find me for lunch, though, right?
LORNE
(pauses, turns to face her)
I'll just look where the sun shines. 
(sings)
You are my sunshine, my only sunshine...
(starts down the stairs)
FRED
(turns to Wes, smiling, singing)
You make me happy—
The instant Fred starts singing, Lorne stops in his tracks and turns
back to Fred in horror. A moment later, Fred coughs up blood and collapses,
falling down the stairs. Lorne catches her, and Wesley rushes to her side
as she begins convulsing in their arms.
WESLEY
Get medical. 
(yelling)
Someone get medical NOW!

Fade to black.

ACT II:

INT. MEDICAL ROOM AT WOLFRAM & HART - DAY
Fred is lying in a hospital bed in a private room at Wolfram & Hart.
The sheets and blankets are a pale blue, and x-rays are hanging on the wall.
Gunn, Spike, Wesley, Lorne, Angel and Knox are gathered around her bed when
she comes to.
FRED
It's my boys. I haven't had this many big, strapping men at my bedside
since that night with the varsity lacrosse team. 
(no one reacts; Fred laughs)
That was a joke.
LORNE
Well, you sure gave us all a big scare, Freddles.
ANGEL
Yeah, you just need to rest. The lab is doing some blood work.
FRED
(frowns)
I'm a mummy, aren't I?
SPIKE
I've fought plenty of mummies, and none of 'em were as pretty as you.
Almost none.
FRED
Now y'all are being too comforting. What's really up?
GUNN
You're sick, and you're making it worse by worrying.
KNOX
We've got that sarcophagus under the scope. If it gave you anything,
we'll isolate it in a few hours.
FRED
So, you don't know what it is?
ANGEL
Yet.
FRED
OK.
ANGEL
We're gonna work this. Shouldn't take long.
FRED
Handsome man saves me.
ANGEL
(chuckles)
That's how it works. Let's get crackin'.
(exits, everyone but Wes follows)
FRED
(to Wes) Hmph. "Get crackin'." He's such an old fogy. 
(Wes sits on the bed beside her, holds her hand)
I know you gotta go be book man.
WESLEY
Yes. Just hit that line—I'll be here in a heartbeat.
FRED
Assuming I still have one.
WESLEY
Hush.
(kisses Fred's forehead)
Angel and Spike, who are waiting by the door for Wesley, see Wesley
kiss Fred.
ANGEL
Wes and Fred?
SPIKE
You didn't know?
ANGEL
I didn't know.

Cut to: INT. LOBBY AT WOLFRAM & HART - DAY
Wesley walks down the hallway purposefully. Angel and Lorne are waiting
for him. They all walk down the hallway, accompanied by Gunn, Spike, and
Knox.
ANGEL
How is she handling it?
WESLEY
She's smarter than all of us put together. She knows it's bad.
GUNN
How bad? What do we know?
They all start walking down the steps into the lobby.
KNOX
Whatever she's got, it doesn't match up with any of the pathogens
in our archives. It's mystical, and it's not ours.
ANGEL
What about the sarcophagus?
WESLEY
My team is cross-checking the symbols, but it's also new territory
for us.
GUNN
Angel, what exactly is happening to her? You talked to the doctor—
WESLEY
They have something?
Angel stops walking and turns to face the others who are gathered
around him in a loose circle.
ANGEL
Yeah, I, uh— Some parasitic agent is working its way through.
I mean, as near as they can tell...
WESLEY
Get to the point.
ANGEL
Her organs are cooking. In a days time, they'll liquefy.
SPIKE
(a look of horror comes over his face, then fades to determination)
No. Not this girl. Not this day.
ANGEL
Look, Wes, you gotta tell me what was in that box. I need a name,
a history, anything.
KNOX
We can't get it open. Not even the lasers—
WESLEY
Where did it come from?
KNOX
It just showed up. No return address. Didn't recognize the guy who
brought it in—come to think of it, in the middle of the night.
ANGEL
This was deliberate.
LORNE
Senior partners?
GUNN
Doesn't add up, but I'll hit the White Room. Talk to the conduit.
ANGEL
Now, look, if the senior partners didn't do this, you gotta get them
to help us.
GUNN
Any way I can.
SPIKE
What about Doyle—uh, Lindsey? The man likes to play his games.
ANGEL
I was looking to work the streets, and we've got his address. For
all we know, he's probably sitting there laughing. And if there's
muscle work to do...
SPIKE
Let's make it twice as fast.
SPIKE
And baby makes three—in case anybody feels like singing.
ANGEL
Good. Guys...
WESLEY
You don't have to say it.
ANGEL
I'll say it anyway. Winifred Burkle. Go.
Everyone heads off in separate directions.

Cut to: INT. MEDICAL ROOM AT WOLFRAM & HART - DAY
Fred is lying in the hospital bed. A saline drip is attached to her arm.
She's twitching uncomfortably, and her skin tone is changing to a splotchy
grayish tone.

Cut to: INT. WESLEY'S OFFICE - DAY
Wesley is sitting at his desk looking at a blank book. The book fills with
text, and Wes leans over it to begin reading it. A lawyer stops by his office
and knocks on his door.
EMPLOYEE
I'm sorry to interrupt. I just need to know if the Holbine Clan history
was here. It was supposed to be faxed to my office.
WESLEY
It can wait.
EMPLOYEE
These guys are really important. I just need— I mean, the whole
company can't be working Miss Burkle's case.
WESLEY
(reaches into his desk)
Of course.
Wesley pulls a gun out of his desk and shoots the man in the knee,
sending him to the floor screaming in agony. A secretary rushes to Wesley's
office to see what the commotion is all about.
WESLEY
(calmly returning to his reading)
Jennifer, please send anyone else who isn't working Miss Burkle's
case to me.

Cut to: INT. THE WHITE ROOM
Gunn appears in the White Room. The place is deserted.
GUNN
(calling out)
Hello? Here kitty, kitty. Look, I know there's someone in here, and
it ain't just me. I'm not goin' anywere 'til ya— 
(someone punches him in the face, knocking him to the ground; Gunn
looks up at him)
Well, whaddaya know? It is just me.
The conduit has taken the form of Gunn and is standing in front of
him, frowning.
CONDUIT AS GUNN
You don't want to be here.
GUNN
I never want to be here. What happened to the cat?
CONDUIT AS GUNN
The physical form of the conduit is determined by the viewer.
GUNN
(stands)
So, I'm looking at me because, what? We gonna play a mirror game?
Get our mime on?
They circle each other.
CONDUIT AS GUNN
You are failing.
GUNN
I'm not the issue here.
CONDUIT AS GUNN
I believe that you think that.
GUNN
You can't let this happen to Fred.
CONDUIT AS GUNN
This is the part where I need to be clear. 
(punches Gunn hard in the chest, sending him across the room)
I am not your friend. I am not your flunky. I am your conduit to the
senior partners, and they are tired of your insolence. Oh, yeah. They
are not here for your convenience.
GUNN
I didn't come for a favor. 
(gets to his feet)
We can make a deal.
CONDUIT AS GUNN
Deals are for the devil.
GUNN
You want someone else—a life for hers—you'll get it. You
can have mine.
CONDUIT AS GUNN
(laughs)
I already do.
The conduit grabs Gunn by the lapels and punches him in the face repeatedly.

Cut to: INT. LINDSEY'S APARTMENT - NIGHT
Through the bedroom doors, we can hear people talking in the other room.
SPIKE (O.S.)
No sign of Lindsey.
ANGEL (O.S.)
Look for plans.
Angel opens the bedroom doors and walks in.
ANGEL
Well, I'll be damned all over again.
Pan over to show Eve sitting in bed, wearing a man's button-up dress
shirt. She clutches the sheets to her body to cover herself and recoils
toward the headboard.
EVE
Don't touch me.
ANGEL
(Angel walks in followed by Spike and Lorne)
Hiding out from the senior partners, Eve? How many sick days do you
get before they dock you?
EVE
What do you want?
ANGEL
Fred's dying. Some mystical parasite. Ring a bell?
EVE
No, I don't know what you're talking about.
SPIKE
(walks toward her; stands beside Angel)
What about your boyfriend, luv? You got some wacky scheme brewin'?
Sending coffins about?
EVE
You two stay away from me.
ANGEL
Look, Eve, this happens quickly or very, very slowly.
SPIKE
Sarcophagus. Older than anything we know.
EVE
Lindsey and I had nothing to do with that. I'm not lying. I—I'm
not. 
(beat)
Have you...heard from him? About him?
SPIKE
(rolls his eyes)
Oh, this is truly poetical.
ANGEL
You're not saying what we need to hear.
EVE
Why would we do anything to Fred? 
(starts to stand up)
Why would we even care about her—?
LORNE
(punches Eve in the face, knocking her down)
Ooh. Oh, I'm sorry. That was a knuckle-buster. I'm Jake LaMotta over
here. It's pathetic. Oh. 
(leans in close to Eve)
Here's the thing, Eve: You're going to sing for me, and I'm going
to read you right now. And here's one more thing: Winifred Burkle
once told me after a sinful amount of Chinese food, and in lieu of
absolutely nothing, "I think a lot of people would choose to
be green. Your shade, if they had the choice." If I hear one
note—one quarter-note—that tells me you had any involvement,
these two won't even have time to kill you. 
(stands)
Oh, and anything by Diana Warren will also result in your death—well,
except "Rhythm of the Night."
EVE
I wanna help. I swear to you. I've got nothing against Fred.
ANGEL
Say it...with a song in your heart.
EVE
(looks around at them, sighs, sings)
Pretty as a picture. She is like a golden ring.
LORNE
She's clean.
ANGEL
You've been wrong before.
LORNE
Yeah, and I might be now, but she reads clean. Her future's not too
bright, but...
EVE
(looks up, concerned)
What do you mean?
LORNE
Well, nothin's written in stone—lately—but, uh, if I was
about to face your future, I'd make like Carmen Miranda...and die.
(smiles, walks to the door to leave)
EVE
Wait. Please. Are you going to tell the senior partners where I am?
SPIKE
Hell of a bargaining chip.
EVE
No, they can't help you. I mean it. If you're talking about a sarcophagus
that doesn't match anything in our records...there's nothing that's
not in our records except what came before. The old ones.
ANGEL
The original demons. Before human kind. They were all driven out of
this dimension.
EVE
The ones that were still alive. But long before that, they were killing
each other all the time, and they don't die the way we do. Wesley
may not know it, but his source books can conjure up anything, not
just our own stock. Tell him to look for the texts that are forgotten,
the oldest scrolls. You need to find the Deeper Well.
Cut to: INT. WESLEY'S OFFICE - DAY
Wesley's briefing the gang about his research.
WESLEY
It's called Illyria, a great monarch and warrior of the demon age
murdered by rivals and left adrift in the Deeper Well.
ANGEL
Which is what?
WESLEY
A burial ground, a resting place of all the remaining old ones.
GUNN
This one ain't restin'.
WESLEY
No. I don't think this is merely an infection. Fred's skin is...hardening
like a shell. I think she's being hollowed out so this thing can use
her to gestate, to claw its way back into the world. That's speculation.
Either way, she dies.
ANGEL
Do we have any chance of finding this Deeper Well?
WESLEY
I already have. It's in England, in the Cotswolds. That's the location,
to the inch.
ANGEL
Lorne, tell Harmony to prep the jet. We can be there in 10 hours.

KNOX
You can be there in 4. 
(everyone looks at him)
We have really good jets.
WESLEY
It will have a guardian, maybe several.
SPIKE
Let 'em send an army.
GUNN
How do we know goin' there's gonna do squat?
WESLEY
The Deeper Well is almost like a prison for the dead. If something
gets out, it's written it can be drawn back from the source.
ANGEL
That's our shot.
WESLEY
We'll keep working here, but, yes, I think it is.
LORNE
If nobody thinks it's too ridiculous, I'm going to pray.
WESLEY
No, it's appreciated. Time is not on our side.
SPIKE
Nobody's on our side.
ANGEL
Come on. Let's save the day.
(Spike walks out with Angel)

Cut to: INT. MEDICAL ROOM AT WOLFRAM & HART - DAY
Fred is squirming uncomfortably in her bed, when she suddenly stops and
opens her eyes with a start.
Fade to black.

ACT III:

INT. MEDICAL ROOM AT WOLFRAM & HART - DAY
Wesley walks into Fred's hospital room carrying one of his magical source
books, but, when he arrives, Fred's bed is empty.

Cut to: INT. SCIENCE LAB - DAY
A glass beaker falls to the ground and shatters. Pan up to show Fred is
stumbling, holding on to the lab tables as she walks deeper into the lab.

WESLEY
Fred, you can't be doing this.
FRED
(stops at a lab desk)
Please, Wesley, I am exactly the person to be doing this. Something
could've been missed.
(holds her head)
WESLEY
Whatever it is that's happening, we will stop it, I swear to you.

FRED
I have to work.
WESLEY
You have to lie down.
FRED
I am not—I am not the damsel in distress. I am not some case.
I have to work this. I lived in a cave for 5 years in a world where
they killed my kind like cattle. I am not going to be cut down by
some monster flu. I am better than that! 
(softly)
But I wonder... how very scared I am.
(looks away)
WESLEY
I swear on my life, we will stop this, but you must be back in bed.
That's where I need you to fight.
FRED
Like I'm 6 years old? 
(collapses, but Wes is there to catch her)
This is a house of death. 
(Wes stands her up and holds her; she looks over his shoulder to the
source book he brought with him)
That can call up any book you need?
WESLEY
Every one.
FRED
Then bring it. Take me home.

Cut to: INT. FRED'S APARTMENT - DAY
Fred's apartment is a cozy place, decorated in deep reds with lots of homey
attributes like pictures lining the edges of her dresser mirror. Wesley,
carrying Fred in his arms, walks into her apartment toward the bed, placing
her gently on the bed.

Cut to: INT. PRIVATE JET - DAY
Spike and Angel are sitting on either side of the aisle of a private jet.
Angel is gripping the armrests, and Spike is obsessively fingering his seatbelt.
SPIKE
(sighs, crosses his arms)
I've never flown before.
ANGEL
I've been in a helicopter. They don't... 
(looks nervously out the window)
go this high.
SPIKE
Back to the mother country. Hey, after we save Fred, we should hit
the West End, take in a show.
ANGEL
I've never seen Les Mis.
SPIKE
(scoffs)
Trust me, half way through the first act, you'll be drinking humans
again.
ANGEL
Can't lose her, Spike.
SPIKE
We won't.
ANGEL
I lost Cordy.

Cut to: INT. GUNN'S OFFICE - DAY
Gunn is pacing, talking excitedly on the phone.
GUNN
You're not hearing me. I know you've got healers working for you.
I don't care if the Old Ones scare them. I don't care if the Old Ones
kill them. Get their asses down here, or you're gonna be in a world
of hurt. No, I am not talking about a law suit. I'm talking about
bones that go crunch, and if you think—
(the phone goes silent, to a dial tone)
KNOX
(walks up to the office door)
We freeze her. Take her down to cryogenics. If we can't stop this
thing, maybe we could just, you know, freeze it—in its tracks
'til we can come up with something.
GUNN
You know for sure you can do that?
KNOX
Let's test it out.

Cut to: INT. FRED'S APARTMENT - DAY
Wesley is paging through a book while sitting beside Fred's bed in the fading
sunlight. Fred stirs and wakes, looking over at Wes.
FRED
(softly)
I finally get you up to my bedroom, and all you want to do is read.
WESLEY
(closes the book)
You dozed off. Was I making too much noise?
FRED
Not enough. I need noise to keep me here. 
(breathes deeply)
Is it today? I mean...
WESLEY
You only slept for an hour.
FRED
That's an hour I don't got now.
WESLEY
Angel and Spike are on their way to finding your cure, and I shouldn't
like to be the thing standing in their way.
FRED
And book man?
WESLEY
Book man came through. I think I gave 'em what they need.
FRED
(sits up, anxiously)
Feigenbaum.
WESLEY
(stands)
What?
FRED
(panicked)
I—I have to find him. He's the master of— I have to have
Feigenbaum here.
WESLEY
Who is Feigenbaum?
FRED
(stops, cries)
I don't remember.
WESLEY
(sits beside her, holds her while she sobs)
Shh. Shh.
FRED
(sniffles, sits up)
Oh, isn't it terrible? At a time like this, I'm worried about how
crappy I look.
WESLEY
(looks into her eyes)
You're the most beautiful thing I've ever seen.
FRED
(smiles)
Do you always like splotchy girls?
WESLEY
It's my curse.
(kisses her forehead)
FRED
(leans on his shoulder)
Read to me.
WESLEY
(looks over at his source book)
The Dreadhost's Compendium of Immortal Leeches?
FRED
Can that be any book in the world?
WESLEY
Name one.
Sitting beside Fred on the edge of the bed, Wesley reads from the
source book.
WESLEY
She was such a little girl that one did not expect to see such a look
on her small face. It would have been an old look for a child of twelve,
and Sara Crewe was only seven. The fact was, however, that she was
always dreaming and thinking odd things and could not herself remember
any time when she had not been thinking things about grown-up people
and the world they belonged to. She felt as if she had lived a long,
long time.
NOTE: Wes is reading is from A Little
Princess (1909) by Frances Hodgson Burnett.

Cut to: EXT. THE COTSWOLDS, ENGLAND - NIGHT
Spike and Angel walk through a grove of trees in the foggy moonlight.
SPIKE
When is a door not a door? When it's not soddin'-well there.
ANGEL
Right there. 
(looks at a large tree)
You wanna bet that's the entrance to the Deeper Well?
SPIKE
Either that, or Christmasland. Do you ever have any fun?
In a flash of light, armored men wielding swords rush out of the tree,
growling.
ANGEL
I'm about to.
SPIKE
And they even brought us weapons. Strategy?
ANGEL
Just hold my hand.
Spike raises an eyebrow, but reaches out to take Angel's hand.
SPIKE
(nods)
St. Petersburg.
ANGEL
Thought you'd forgotten.
Angel and Spike let go of each others' hands, dropping a length of
wire between them. As the armored creatures approach, Spike and Angel
step apart and pull the wire taut. The demons run into the wire, getting
clotheslined by it, cutting off their heads.
Angel and Spike take the swords from the first demons and use them
to fight off the next group of demons coming at them. There's a dozen
of them now, but Angel and Spike are fighting them off quite ably.

Cut to: INT. SCIENCE LAB - NIGHT
Knox is looking into a microscope while Gunn sits nearby, looking on.
KNOX
(sits back from the microscope)
Damn it!
GUNN
No! Don't say, "Damn it." 
(Knox throws up his hands)
You got me all up in this Walt Disney mojo, don't say—
KNOX
(shakes his head)
They're impervious to the cold. The blood tissue freezes, but they
just keep working away like it's a sunny day in L.A. I—I'm sorry.
 
(stands)
GUNN
OK, so that's a bust. What else you got?
KNOX
I don't, um— 
(takes off his work gloves)
God, I can't think, I'm so nervous. 
(sits)
Look, I'd never tell her this, but I—I care about Fred more than—
She's like no one I've met, you know?
GUNN
(sits across from Knox)
I do.
KNOX
And nothing would make me happier than to be the White Knight in this
situation and to have her look at me the way that... I mean, I don't
just care about Fred, I practically worship it.
GUNN
(looks quizzically at Knox)
You said, "It."
KNOX
What?
GUNN
Not "her." You said, "I worship it."
KNOX
Oops.

Cut to: EXT. THE COTSWOLDS, ENGLAND - NIGHT
Spike and Angel are still fighting off the warriors protecting the tree
gateway, and they're dominating the battle. When they finish off the last
two, Angel calls out to the sky.
ANGEL
Is that all? We haven't even started!
A man appears at the tree gateway and walks out toward Angel.
DROGYN
I'd say that's enough.
ANGEL
Drogyn.
DROGYN
Angel.
ANGEL
You're the keeper of the well.
DROGYN
(nods curtly)
Have been for decades.
SPIKE
Well, who in the bloody—
DROGYN
(angrily)
Do not ask me a question. 
(up in Spike's face)
If you ever ask me a single question, I will kill you outright. Don't
think for a moment that I can't.
ANGEL
He can. He would.
SPIKE
Eh?
DROGYN
You're here about Illyria.
ANGEL
Yes.
DROGYN
Walk in.
SPIKE
But how—?
DROGYN
(angrily)
I just said to you, not one moment ago, don't ask.
(walks toward the tree)
ANGEL
Seriously. He doesn't like questions.
SPIKE
Why the bloody hell not?
ANGEL
He can't lie.

Cut to: INT. SCIENCE LAB - NIGHT
Gunn grabs Knox by the lapels and slams him into a lab desk, breaking glass.
GUNN
(yelling)
You did this. You did all of this!
KNOX
(grins)
Technically, that's not the case. I just played my part.
GUNN
Why? You couldn't stand the thought of Wes winning her, so you kill
her?
KNOX
(pushes Gunn off of him and backs away)
No, I meant everything I said about her. I chose Fred because I love
her, because she's worthy. You think I'd have my god hatched out of
some schmuck?
GUNN
What are y—
KNOX
This was all set in motion millions of years ago, Charles, and there's
just no way to stop it.
GUNN
(looks down)
Angel and Spike.
KNOX
Oh, they're really on track, but it doesn't matter. Angel's not gonna
save her.
GUNN
You don't know Angel.
KNOX
I'm not being clear. I don't mean that Angel's gonna fail to save
her, I mean he's gonna let her die.

Fade to black.

ACT IV:

INT. FRED'S APARTMENT - NIGHT
Wesley is lying in bed beside Fred with his arm wrapped around her.
FRED
Would you read to me some more?
WESLEY
Of course. 
(starts to get up, but Fred distracts him)
FRED
(looks at a light over her head)
The light...hurts my eyes, but I don't want you to turn it off. But
it hurts my eyes. Everything's so bright and hollow. Cave men win.
Of course the cave men win.

Cut to: INT. DEEPER WELL - NIGHT
Drogyn leads the way into the Deeper Well holding a torch. Angel and Spike
follow in the firelight.
DROGYN
I would never have thought you'd end up here, Angel.
ANGEL
I could say the same.
SPIKE
So, you two know each other. 
(Drogyn glares at him)
That was a statement. I already know that you do.
DROGYN
I'll tell you as much as I can. The old ones were demons pure. They
warred as we would breathe—endlessly. The greater ones were interred,
for death was not always their end. Illyria was feared and beloved
as few are. It was laid to death in the very depths of the well...
until it disappeared a month ago.
SPIKE
Someone took it from under your nose a month ago, and you didn't miss
it 'til now? That makes you quite the crap jailer, doesn't it. 
(Drogyn glares again)
Also a statement.
DROGYN
(stops walking)
(to Angel) Your friend likes to talk.
ANGEL
So much, he's even right sometimes. The man I remember couldn't be
stolen from so easily.
DROGYN
The tomb was not stolen. It disappeared. I believe it was pre-destined
to as part of Illyria's escape plan. And as for my not noticing, 
(extinguishes his torch in a tub of water at the entrance of another
chamber)
well, my charges are not few.
Spike and Angel have followed Drogyn into the chamber. They're standing
on a bridge. When they look over to see what the bridge spans, they see
an endless pit lined with thousands of coffins just like the sarcophagus
delivered to Wolfram & Hart.
SPIKE
Bloody hell.
ANGEL
How far does this go down?
DROGYN
All the way. All the way through the Earth.
ANGEL
So, the coffin disappeared, teleported, but it was brought to us.
DROGYN
Illyria was a great power—so great that, after millions of years
dead, somewhere on this Earth still has acolytes.

Cut to: INT. SCIENCE LAB - NIGHT
A smiling and excited Knox backs away, walking around the room, keeping
himself more than arm's length away from Gunn. Gunn glares at Knox.
KNOX
There's only a few of us now. I came to L.A. because I knew that's
where its kingdom has been. It was supposed to teleport back to the
base of its power, but the continents drifted—which they do.
I had others help me get it here, but then it got stuck in—would
you believe it—customs. 
(takes a paper out of his pocket; unfolds it; holds it out to Gunn)
But you took care of that. You signed the order to bring it into the
lab so you could get another brain boost. 
(Gunn stumbles back, looking away, disgusted)
It's like I said, I'm just one small part of a great machine.
GUNN
Angel's gonna save her.
KNOX
What he's fighting against is older than the concept of time. I couldn't
stop it. There's nothing left to do now, but wait. 
(Gunn puts his hand on a metal canister)
Wait and try and figure out exactly what you want to tell your—
Gunn swings the metal canister at Knox's head, knocking him out cold.
As Knox lies on the ground, unconscious, Gunn stands over him with the
canister in mid-motion for a final swing. Gunn pauses, ponders, looks
around, then completes the motion.

Cut to: INT. FRED'S APARTMENT - NIGHT
Wesley frantically unwraps a pre-packaged hypodermic syringe. He sits beside
a writhing, convulsing Fred and tries to inject her, but the needle can't
penetrate her skin.
FRED
(in a feverish delirium)
Oh, God! I sinned. I've sinned, and I'm being punished. I don't know
what's wrong. I never got a B- before. Uhh! Sorry. I'm sorry. Make
it stop!
Wesley, watching her writhe, holds his hand to his mouth as his inability
to help her brings him to tears.

Cut to: INT. DEEPER WELL - NIGHT
Drogyn turns to Spike and Angel in alarm.
DROGYN
It's been freed—the demon's essence.
SPIKE
Yeah, it's been freed. Why do you think we're here? 
(Drogyn glares at Spike, who goes into a tirade, unabashedly hurling
questions at Drogyn)
And what's your favorite color? What's your favorite song? Who's the
goalkeeper for Manchester United? And how many fingers am I holdin'
up? 
(Spike holds up his index and middle fingers in a rude gesture)
You wanna kill me? Try. But I don't have time for your quirks.
DROGYN
(looks at Angel)
The power to draw back Illyria lies in there. It requires a champion
who has traveled from where it lies to where it belongs.
ANGEL
You got two of those right here.
DROGYN
But I didn't know it was free. 
(looks down, sighs)
If we bring the sarcophagus back to the well, it will draw Illyria
out of your friend...and into every single person between here and
there. It will become the mystical equivalent of airborne. It will
claw into every soul in its path to keep from being trapped. Entire
cities—tens maybe hundreds of thousands will die in agony if
you save her.
Spike and Angel look floored.
ANGEL
No. 
(walks to the edge of the bridge to look down into the well)
SPIKE
That's madness.
DROGYN
This is a place of madness. I'll prepare the spell. Your choice.
(walks away)
Spike looks down from the other side of the bridge.
ANGEL
To hell with the world.
(follows Drogyn)

Cut to: INT. FRED'S APARTMENT - NIGHT
Still weak, but seemingly more lucid now, Fred lies in her bed talking to
Wesley who's sitting on the edge of the bed beside her.
FRED
Why did we go there? Why did we think we could beat it? It's evil,
Wesley. It's bigger than anything.
WESLEY
(leans in closer to her)
I don't believe that.
FRED
(backs up toward the headboard, panicked)
Uggh! 
(points to Wes)
I'm with him! 
(cries)
He won't leave me now. We're so close.
WESLEY
I will never leave you.
FRED
Hmph. Oh. Hmm. 
(panting)
That was bad, but it's better now. You won't leave me?
WESLEY
(kneeling in front of her)
I won't.
FRED
My boys. I walk with heroes. Think about that.
WESLEY
(crying, trying to hold himself together)
You are one.
FRED
Superhero. And this is my power: to not let them take me. Not me.
(panting, crying)
WESLEY
(sits beside her)
That's right.
FRED
That's right. 
(laces her fingers through his)
He's with me.

Cut to: INT. DEEPER WELL - NIGHT
Angel turns around to see Spike is still looking down the well.
ANGEL
Spike...
SPIKE
This goes all the way through to the other side. So, I figure, there's
a bloke somewhere around New Zealand standing on a bridge like this
one, looking back down at us. All the way down. There's a hole in
the world. Feels like we ought to have known.

Cut to: INT. FRED'S APARTMENT - NIGHT
Wesley is sitting on the bed, holding Fred in his arms. She's sitting beside
him with her arms around his neck.
FRED
Will you kiss me?
Wesley kisses Fred on the lips tenderly and passionately.
FRED
(pulls back, looks down)
Would you have loved me?
WESLEY
I've loved you since I've known you. No, that's not—I think maybe
even before.
FRED
(leans her forehead against his)
I'm so sorry.
WESLEY
No, no, no.
FRED
(chokes on her coughs, crying)
I need you to talk to my parents. They have to know I wasn't scared,
that it was quick. That I wasn't scared. 
(starts convulsing)
Oh, God.
WESLEY
(grabs her, looks into her eyes)
You have to fight. You don't have to talk, just concentrate on fighting.
Just hold on.
FRED
(holding onto Wes's shoulders, looks into his eyes, quivering)
I'm not scared. I'm not scared. I'm not scared. 
(her grip softens, she can't hold herself up)
Please, Wesley, why can't I stay?
(she goes still as Wes holds her in his arms)
WESLEY
(looks at her limp body in his arms)
Please... 
(hugs her)
Please...
As Wes hugs Fred's limp body to his, Fred's eyes change into a crystal
blue. Fred starts twitching and kicks her body away from Wesley so hard
that it sends him across the room and pushes her to the floor. On the
floor, Fred's body convulses as Wesley watches in horror from across the
room. Finally, Fred stands, but her hair, eyes, and the edges of her face
are royal blue. Fred, looking quite possessed, looks down at her arm and
hand to examine it, flexing her fingers.

ILLYRIA in FRED
This will do.

Fade to black.