The Master's lair. The camera pans through the chamber and over to the 
entrance, where Buffy is quietly making her way in, stake in hand. She 
stops and takes a look around. Slowly she makes her way down to the 
floor below. She raises the stake to be ready. The camera moves behind a 
pillar where the Master is hiding. Buffy continues into the lair. She 
spins around and raises the stake when she senses the Master behind her. 
He hisses loudly. Buffy freezes with fear and drops the stake. She 
slowly retreats as the Master advances on her. When she can't retreat 
any further she watches as the Master reaches out with his hand and 
clasps it around her neck. She looks up at him as he closes in for the 

Buffy:  NO! NO!

Cut to her room. She's having a nightmare. Her mother is sitting on the 
edge of her bed trying to shake her awake.

Buffy:  No...

Joyce:  Yes.

Buffy wakes suddenly with her eyes open wide.

Joyce:  It's time to get up for school.

Buffy:  Mom?

Joyce:  Are you alright?

Buffy:  No. Uh, yeah! Yeah! I'm, I'm fine! Oh... (sits up) School! 
Great. (gets out of bed)

Joyce:  You wanna go to school? (stands up)

Buffy:  Sure! Why not?

Joyce:  Okay. (opens the blinds) Good day to buy that lottery ticket. I 
spoke with your father.

Buffy:  He's coming, right?

Joyce:  You're on for this weekend.

Buffy:  Good.

Cut to Sunnydale High.

Willow:  So, do you see your dad a lot?

Buffy:  Not a whole lot.

Cut to the halls. Willow and Buffy walk as they talk.

Buffy:  He's still in L.A. He, like, comes down for weekends sometimes.

Willow:  When did they get divorced?

Buffy:  Well, it wasn't finalized till last year, but they were 
separated before that.

Willow:  Musta been harsh.

They reach Buffy's locker.

Buffy:  Yeah, that's the word you're looking for. (works the 
combination) I-I mean, they were really good about it around me, anyway, 
but still...

Willow:  My parents don't even bicker. Sometimes they glare. Do you know 
why your folks split up?

Buffy:  (opens her locker) I didn't ask. They just stopped getting 
along. I'm sure I was a really big help, though, with all the slaying 
and everything. I was in so much trouble. I was a big mess.

Willow:  Well, I'm sure that didn't have anything to do with him 

Buffy:  No. (closes her locker)

Willow:  And he still comes down on weekends.

Buffy:  Sometimes.

Cut to class. Cordelia is checking her makeup in her mirror. Wendell 
comes over and stops to look at his paper in the light.

Cordelia:  Hello? Doofus! (Wendell looks at her) You're in my light.

Xander:  Wendell, what is wrong with you? Don't you know that she is the 
center of the universe, and the rest of us merely revolve around her?

Cordelia:  Why don't you revolve yourselves out of my light?

The bell rings. Wendell and Xander go to their seats. Willow and Buffy 
come in.

Xander:  (to the girls) Uh, Wendell was in Cordelia's light.

Wendell:  I'm so ashamed.

Willow:  Why is she so Evita-like?

Buffy:  I think it's the hair.

Willow:  (smiles) It weighs heavy on the cerebral cortex.

Xander:  Hey, guys, was there any homework?

Willow:  We're doing active listening today.

Xander:  Cool! What's active listening?

Willow:  That would be the homework. (they sit)

Buffy:  Chapter five? Active listening? (shows her book) Where you put 
on your big ears and really focus on the other person?

Wendell:  Ms. Tishler demonstrated it yesterday.

Willow:  With you!

Buffy:  She was wearing that tight sweater?

Xander:  Oh, the midnight blue angora! See, I was listening.

Willow gives him a look.

Ms. Tishler:  Alright, take your seats. In a moment we will choose 
partners and practice what we read about in chapter five.

Xander cups his ears with his hands while smiling and shaking his head 

Ms. Tishler:  Good, Xander, that's the spirit!

Willow and Buffy give each other amused looks.

Ms. Tishler:  Before we do, let's review. Isaacson's research led him 
to conclude that one of our most fundamental needs after food and 
shelter is to be heard.

Buffy drops her pencil and bends down to pick it up.

Ms. Tishler:  Wendell, would you read the first two paragraphs on page 

As Buffy sits back up she sees Billy, a young boy, standing at the door 
looking in at her.

Ms. Tishler:  ...where Isaacson describes the rapid improvement active 
listening brought to some special needs clients.

Wendell opens his book. He screams and drops it on his desk when there 
are suddenly a bunch of tarantulas crawling out of it. Ms. Tishler and 
the students closest to him scream and quickly get out of their chairs 
and away from him. The tarantulas crawl all over Wendell.

Wendell:  Please! Get 'em off of me! Help! Help! Get 'em off of me! Help 
me! Oh, please help me! Please!

Billy:  Sorry about that.

Wendell:  Please help me!

Opening credits roll. Buffy's theme plays.

Part 1:

Master:  Fear is a wonderful thing. It is *the* most powerful force in 
the human world. (crouches to face Collin) Not love, not hate... Fear! 
When you were a mortal boy, what did you fear?

Collin:  Monsters.

Master:  Ooo. (gets up) We are *defined* by the things we fear. (goes to 
the large cross) This symbol, these two planks of wood, it confounds me. 
Suffuses me with mortal dread. But fear is in the mind. (puts his hand 
on the cross and holds on while it burns) Like pain. It can be 
controlled. (lets go) If I can face my fear, it cannot master me. (looks 
up) Something is happening above. Something new, powerful, psychic 
force. Do you feel it?

Collin:  I feel change.

Master:  Change. Yes. For the worse.

The camera pans up above the cross and through the ground to the school. 
Joyce arrives to drop Buffy off.

Joyce:  You're awfully quiet this morning.

Buffy:  I didn't sleep well.

Joyce:  I'll say. I came in to check on you twice. You were yelling in 
your sleep. Do you know what you were dreaming?

Buffy:  (shakes her head) Not really. Oh, no, my bag! I-I packed it for 
the weekend and I forgot it!

Joyce:  You and your dad can swing by the house and get your bag. It's 
not an international crisis.

Buffy:  Okay. Yeah, I just, uh, had meant to bring it. H-he's picking me 
up here, right? A-at 3:30?

Joyce:  Honey, a-are you worried your father isn't gonna show?

Buffy:  No! N-not really. Should I be?

Joyce:  Well, of course, not! I-I-I just, I-I know it's a hard 
situation. You just have to remember that your father adores you. No 
more than I do, by the way.

Buffy:  (smiles) Goodbye.

Joyce:  Have a great day.

Buffy:  Thanks. (gets out)

Cut to the halls. Buffy comes around the corner and is met by Willow and 

Willow:  Oh, Buffy, we've been looking for you.

Xander:  We have?

Willow:  Oh, about the spiders, did you talk to Giles about...

Xander:  Oh, the spiders! Willow's been kind of, um, what's the word I'm 
looking for? Insane about what happened yesterday.

Willow:  I don't like spiders, okay? Their furry bodies, and their 
sticky webs, and what do they need all those legs for anyway? I'll tell 
you: for crawling across your face in the middle of the night. Ewww! How 
do they not ruffle you?

Xander:  I'm sorry! I'm unruffled by spiders. Now, if a bunch of Nazis 
crawled all over my face...

Buffy:  Mm, it was pretty intense.

Willow:  Thank you.

Xander:  Well, the Hellmouth, the center of mystical convergence, 
supernatural monsters: been there.

Buffy:  Little blase' there, aren't you?

Xander:  I'm not worried. If there's something bad out there we'll find, 
you'll slay, we'll party!

Buffy:  Thanks for having confidence in me.

They enter the library. Cut inside.

Xander:  You da man, Buff!

Willow:  Okay, but we're still caring about the spiders here. Let's not 
forget the spiders.

Buffy:  Well, Giles said he was gonna look it up. Giles?

Willow:  Maybe he's in the faculty room.

Giles comes out of the stacks and looks around bewildered.

Buffy:  Hey, Giles! Wakey, wakey!

Giles:  I was, uh, in the stacks. I got lost.

Xander:  Did you find any theories on spiders coming out of books?

He reaches around Willow's shoulder with his arm while wiggling his 

Xander:  Big, hairy, crawly...

Willow is startled. She twists around and hits Xander.

Xander:  (to Willow) It's funny if you're me.

Giles:  (mildly confused) I couldn't find anything, uh... particularly 
illuminating. Um, I think perhaps you'd best have a chat with Wendell 

Buffy:  Okay. If he can still talk.

She gives Giles an odd look. They start out of the library. Giles looks 
back into the stacks, still confused.

Cut outside. Wendell is sitting on a bench. The team approaches him.

Buffy:  Hey, Wendell. How are you?

Wendell:  (looks up) Huh?

Buffy:  You okay?

Xander:  Good talking to ya, man.

He pats Wendell on the back and starts to leave, but Buffy pulls him 

Wendell:  Do you guys want something?

Buffy:  We just thought you might wanna talk about what happened.

Willow:  You know, yesterday? With the spiders?

Wendell:  I don't know what to say about that.

Xander:  There's nothing *to* say. You saw two hundred insects, you 
Gonzoed, anybody would have.

Wendell:  They're not insects. They're arachnids.

Xander:  They're from the Middle East?

Wendell:  Spiders are arachnids. They have eight legs. Insects only have 
six. Why does everyone make that mistake?

Buffy:  Don't know. Has anything like this ever happened before?

Wendell nods his head 'yes'.

Buffy:  When?

Wendell:  Lots of times.

Willow:  Ew! You must hate spiders more than I do.

Wendell:  (smiles and laughs) I don't hate spiders. I love 'em. They 
hate me.

Cordelia walks by behind Wendell and turns to Buffy.

Cordelia:  I hope you studied for the history test.

Buffy:  What history test?

Cordelia:  The one we're having in fourth period right now.

Buffy:  There's a history test? Nobody told me there was a history test! 
I haven't... I... Okay, I will catch up with you guys later. (runs off)

Willow:  (sits) What do you mean, you love spiders?

Xander:  It is platonic, right? (chuckles)

Wendell:  I had the best collection in the tri-county area. Browns and 
tarantulas and black widows... Then my folks shipped me off to 
wilderness camp. All my brother had to do was maintain their habitats. 
Instead he left their heat lamp on for a week. When I came home they 
were all dead. That's when the nightmares started.

Willow:  The nightmares?

Wendell:  It's always the same. I'm sitting in the classroom, teacher 
asks me to read something, I open up my book and then there they are. 
They're comin' after me. God, can you blame them after what I did?

Xander:  And that's how it happens? Every time?

Wendell:  Yesterday in class I thought I'd just nodded off again. But 
then everyone else started screaming, too.

Cut to the hall. Buffy is looking for her history class. Cordelia is 
waiting by the door, holding it open.

Cordelia:  You don't know where class is, do you?

Buffy:  Uh...

Cordelia:  Hardly a shocker. You've cut history just about every time 
we've had it.

Buffy:  Well, I was there the first day. I think.

Cordelia:  It's in here.

Buffy:  I haven't been to class, I haven't read any of the assignments, 
how am I gonna pass this test?

Cordelia:  Blind luck?

Cut into the classroom. Buffy is sitting and looking around at the other 
students. The teacher walks by. She looks over at Cordelia, who 
apparently isn't having any problems with the test. Cordelia turns the 
page, looks back at Buffy and goes back to taking the test. The teacher 
comes by again and stops to glance at Buffy's work. He continues, 
apparently satisfied. Buffy flips through the short answer test. All the 
pages are still blank. She glances up at the clock. 11:20. She looks at 
the space for her name.

Buffy:  Well, at least I know my name.

She starts to write, but her pencil breaks. She lets out an exasperated 
breath. She grabs her sharpener and sharpens her pencil. She looks back 
up at the clock, and it's now 12:10 already. She stares at it in 
disbelief. She looks around at everyone. The teacher is watching her 
intently and tapping his pencil. She looks back down at her test and the 
bell rings. All around her the students get up and begin turning their 
tests in as she just sits and watches. Billy appears at the door and 
looks in. Buffy sees him there with a sad look on his face. He walks off 
down the hall. The classroom is empty now, and Buffy is sitting at her 
desk alone.

Cut to the hall. Billy is walking along and comes upon two girls talking 
as they come down the stairs.

Laura:  Well, they both got detention, which is completely unfair since 
Sean started it. Anyway, it means we can't do the movie.

The other girl looks disappointed as they stop in front of the basement 

Laura:  I'm gonna take a (makes a smoking gesture) break.

Her friend leaves. She looks around to see if anyone's watching, opens 
the door and goes in.

Billy:  (to himself) You shouldn't go in there. (shakes his head)

Cut inside the basement to a shot of the stairs. Laura comes in and 
closes the door behind her. The basement area is dark. She comes down 
the steps and looks around. Satisfied that no one's there she puts down 
her books and gets out her pack of smokes. Cut to a shot of her from 
behind a rack. She has her pack and pulls out a cigarette. The Ugly Man 
behind the rack watches her as she lights up. He comes into the weak 
light. His face is badly scarred.

Ugly Man:  Lucky nineteen!

He attacks Laura. She screams. He begins to whale on her with his huge 
deformed club arm as she screams and tries to roll out of the way of his 

part 2:

The hospital. Cut to a hall. Buffy and Giles look for Laura's room.

Buffy:  I think they said room 3016.

Giles:  Do you know the girl?

Buffy:  To say hi to. Laura's nice enough. Nobody saw who attacked her?

Giles:  Well, I was rather hoping that Laura did.

Cut inside Laura's room. She has cuts and bruises all over. Buffy and 
Giles come in. She sees them and looks up at Buffy.

Buffy:  Hey, Laura.

Laura:  Hi.

Giles:  I hope we're not intruding, um...

He holds out a small potted flower arrangement. Buffy takes it from him 
and sets it next to the bed.

Laura:  That's okay. I don't wanna be left alone.

Giles:  You understand we're anxious to make sure this, this doesn't 
happen again.

Buffy:  (sits) Can you tell us what happened?

Laura:  I was in the basement. I went down for a smoke. There was... 
someone there.

Buffy:  Someone you knew?

Laura:  I've never... seen anything like it.

Buffy:  (exchanges a look with Giles) It?

Giles:  Can you describe it?

Laura is having trouble talking about it and can't answer.

Buffy:  Hey, that's okay. Don't worry about it.

Giles:  Yes, you, you, you just rest now.

Buffy:  You know, but...

Nurse:  (comes in) Hi, Laura.

Buffy:  ...i-if you remember anything? You can tell us. Even if it may 
seem weird.

Nurse:  She needs her rest now.

Giles and Buffy start to go.

Laura:  'Lucky nineteen.'

Buffy and Giles stop and turn around.

Giles:  I'm sorry?

Laura:  It's what he said, right before... He said 'lucky nineteen'. 
That's weird, right?

Giles:  Yes. Yes, it is.

Buffy:  Feel better. (smiles)

Giles:  Take care.

They leave the room. Cut to the hall. Giles sees her doctor there.

Giles:  Doctor, is she gonna be alright?

Doctor:  You family?

Buffy:  Friends.

Doctor:  She'll recover. She's got a couple of shattered bones, a little 
internal bleeding... she got off pretty easy.

Buffy:  Easy?

Giles:  Have you looked up the word lately?

Doctor:  Well, the first one's still in a coma. (stops at another room)

Buffy:  First what?

Doctor:  First victim. (looks into the room) They found him a week ago. 
Exact same M.O. as the girl, only he's in worse shape. If he doesn't 
wake up soon... Somebody's gotta stop this guy.

Buffy:  Somebody will.

Cut to the school.

Punk:  Listen, I'm not afraid of him.

Cut to the hall.

Punk:  Hey, if he wants to fight, then I'm takin' him down. I'm not 
backin' off on this. This is about honor. I'll break his neck!

Cut to Willow and Xander coming down the hall to her locker.

Willow:  I'm just saying, Wendell had a dream and then that exact thing 

Xander:  Which is a fair wiggins, I admit, but do you think that ties in 
with Laura?

Willow:  I dunno. Maybe she dreamed about getting beat up. We should ask 
Buffy when she gets back from the hospital.

The punk's mother suddenly appears in the hall. Xander sees the 
encounter and grins.

Mother:  Oh, there's my little baby!

Punk:  Mom, what are you doing here? Mom...

Mother:  (laughs and kisses) How's my little pookie?

Punk:  Mom, mom, please don't kiss me in front of the guys! It's 
embarrassing, mom! Please!

Mother:  (laughs) You cute little rascal, you!

Punk:  Mom... Thanks, but mom, please, my friends are right here...

Willow closes her locker. They head to their next class.

Xander:  It could be a coincidence. Y'know, Wendell finds a spider's 
nest, and we all wig because he dreamt about spiders. So it may not be 

They enter the classroom. The students see Xander come in and start to 

Xander:  If there is a connection it doesn't sound like anything... 

Willow is confused, and looks behind her at Xander. His clothes are 
gone, and he's standing there in his underwear.

Willow:  Xander! What happened to your...?!

Xander:  I-I-I dunno! I was, uh, dressed a minute ago! It's a dream. 
It's gotta be a dream. (pinches himself) Ow! Wake up. (pinches himself 
again) Ow! Gotta wake up.

He realizes he's not dreaming and runs from the room screaming. Willow 
chases after him.

Cut to the library. Giles is going over a number of newspapers.

Giles:  This can't be happening. This can't be...

Buffy comes into the library.

Buffy:  What's the word?

Giles:  Oh, uh, I've got back issues of the, uh, papers, um, to try to 
do some research.

Buffy:  Did you find anything?

Giles:  I don't know.

Buffy:  You don't know if you didn't find anything.

Giles:  I'm having a problem.

Buffy:  What is it?

Giles:  I-I can't read!

Buffy:  What do you mean? You can read, like, three languages.

Giles:  Five, actually, on a normal day. Th-the words here don't make 
any s-sense. I-it's gibberish! (steps away in frustration)

Buffy:  (looks at the paper) That's him.

Giles:  Who?

Buffy:  The kid I've been seeing around school. (reads) 'Twelve-year-old 
Billy Palmer was found beaten and unconscious after his kiddie league 
game Saturday. Doctors describe his condition as critical.' When was 
this published? (looks at the date) Last week. It says he's in a coma in 
intensive care. This is the boy from the hospital!

Giles:  The first victim? Uh... You, you've seen him around the school?

Buffy:  Yeah, first when the spiders got Wendell, and, and then when I 
didn't know a thing on the history test. I thought it was weird seeing 
this kid around, but I forgot about it.

Giles:  Uh, the boy's been in a coma for a week. How can this be 

Buffy:  What, am I knowledge girl now? Explanations are your terrain.

Giles:  Uh, well, um, there's astral projection, uh, the theory that 
while one sleeps one has another body, a-an astral body, which can 
travel through time and space.

Buffy:  Billy's in a coma. That's like sleep, right?

Giles:  In a manner of speaking, a-a-although one doesn't always awake 
from a coma.

Buffy:  Could I be seeing Billy's asteroid body?

Giles:  Astral body, and I-I don't know. As usual, one doesn't have an 
inordinate amount of information to work with.

Buffy:  Lucky nineteen.

Her father, Hank Summers, enters the library.

Hank:  There you are! I've been looking everywhere. Why aren't you in 

Buffy:  Dad, what are you doing here? Y-you're not supposed to pick me 
up till after school. Is something wrong?

Hank:  Well, I, I need to talk to you.

Buffy:  Something *is* wrong. Is it mom?

Hank:  No, no, it's not your mother, she's fine. (quieter) Could I speak 
with you for a moment? Privately?

Buffy:  Um, sure! Yeah. (looks at Giles) Uh, oh! I'm sorry. Dad, this is 
Mr. Giles, the librarian. Uh, this is my dad, Hank Summers.

Giles:  My pleasure. (shakes his hand)

Hank:  Likewise.

Buffy:  I'll be back.

She and her father leave the library. Giles tries reading the papers 

Cut outside. Buffy and her dad walk as they talk.

Hank:  I came early because there's something I've needed to tell you. 
About your mother and me. Why we split up.

Buffy:  Well, you always told me it was because...

Hank:  Uh, I know we always said it was because we'd just grown too far 

Buffy:  Yeah, isn't that true?

Hank:  Well, c'mon, honey, let's, let's sit down. (they sit) (exhales) 
You're old enough now to know the truth.

Buffy:  Is there someone else?

Hank:  No. No, it was nothing like that.

Buffy:  Then what was it?

Hank:  It was you.

Buffy:  Me?

Hank:  Having you. Raising you. Seeing you everyday. I mean, do you have 
any idea what that's like?

Buffy:  What?

Hank:  Gosh, you don't even see what's right in front of your face, do 
you? Well, big surprise there, all you ever think about is yourself. You 
get in trouble. You embarrass us with all the crazy stunts you pull, and 
do I have to go on?

Buffy:  No. Please don't.

Hank:  You're sullen and... rude and... you're not nearly as bright as I 
thought you were going to be... Hey, Buffy, let's be honest. Could you 
stand to live in the same house with a daughter like that?

Buffy:  Why are you saying all these things? (a tear rolls down her 

Hank:  Because they're true. I think that's the least we owe one 

She begins to sniff and cry.

Hank:  You know, I don't think it's very mature, getting blubbery when 
I'm just trying to be honest. Speaking of which, I don't really get 
anything out of these weekends with you. So, what do you say we just 
don't do them anymore?

She stares at him in shock. He pats her on the leg.

Hank:  I sure thought you'd turn out differently.

He gets up and leaves. Buffy can't do anything but watch him go for a 
moment, and then look down. He walks past the building, and Billy is 
there looking at Buffy. She looks up again and sees him. Billy turns and 
leaves. Buffy fights back the tears.

Cut to the library. Willow and Xander come in. Xander is pulling on his 
gym shirt.

Xander:  Red alert! Where's Buffy?

Giles:  Uh, she, she just stepped out. Her, her father came by early. 
He, he needed to talk to her. W... where are your other clothes?

Xander:  Oh, don't I wish I had the answer to *that* question.

Willow:  Xander kinda found himself in front of our class not wearing 
much of anything.

Xander:  Except my underwear.

Willow:  (laughs) Yeah! It was really... (looks at Xander) ...bad. It 
was a bad thing.

Xander:  'Bad thing'? I was naked. 'Bad thing' doesn't cover it.

Willow:  Everyone staring? I would hate to have everyone paying 
attention to me like that.

Xander:  With nudity! It's a total nightmare.

Willow:  (realizes) Well, yeah Xander! I-it's your nightmare!

Xander:  Except the part with me waking up goin' 'it's all a dream'. It 

Willow:  Like it happened to Wendell. That thing with the spiders? 
Wendell had a recurring dream about that.

Giles:  I-I dreamt that I got lost in the stacks and I... I couldn't 
read... Of course!

Xander:  Uh, our dreams are coming true?

Giles:  Dreams? That would be a musical comedy version of this. 
Nightmares, our, our nightmares are coming true.

Willow:  So, why is this happening?

Giles:  Billy.

Xander:  Well, that explanation was shorter than usual. (to Willow) It's 
Billy! (to Giles) Who's Billy?

Giles:  He's a boy in the local hospital. He was beaten. He's in a coma. 
Somehow I think he's crossed over from the nightmare world he's trapped 

Xander:  And he brought the nightmare world with him. Thanks a bunch, 

Willow:  How could he do that?

Giles:  Things like that are easy when you live on a Hellmouth.

Xander:  Well, um, we have to stop it.

Giles:  And soon. Or else everyone in Sunnydale is gonna be facing their 
own worst nightmares.

Cut to the halls. Cordelia opens her locker and looks at her mirror. Her 
hair has become totally frizzy, and she freaks out. She tries to force a 
comb through it to no avail.

Cordelia:  I don't understand! This can't be happening! I was just at 
the salon!

She puts her hands on her head in terror.

Cordelia:  Oh, my God!

She tries the hair on the other side of her head, but it's just as bad.

Cut outside. Buffy is walking along sadly with her arms crossed. She 
notices Billy going down some stairs to the gym entrance. When the 
students have all come out he goes in. Buffy follows him in and finds 
him sitting on the stands.

Buffy:  Billy?

He looks at her a moment. She comes closer.

Buffy:  Are you Billy Palmer?

Billy:  I'm Billy.

Buffy:  Why are you here? (sits down next to him) Did something bad 
happen to you after your game?

Billy:  Something bad? (pulls his hands through his hair) I, I don't 

Buffy:  Do you remember playing baseball?

Billy:  Uh huh. Yeah. I play second base.

Buffy:  Are you 'lucky nineteen'?

Billy:  (looks at her) That's what he calls me.

Buffy:  Who?

Billy:  The Ugly Man. He wants to kill me. A-and he hurt that girl.

Buffy:  Why does he want to kill you, Billy?

Billy:  He's...

Buffy:  Billy, it's okay! What? Just tell me.

Billy:  He's here!

The Ugly Man clubs Buffy with his deformed arm and knocks her down.

Part 3:

The gym. The Ugly Man hits Buffy in the face, knocking her off of the 
stands and onto the floor. She quickly gets up as he tries another swing 
and misses. She ducks a third swing, kicks him in the jaw with a high 
side kick and follows up with a spinning out-to-in crescent kick to his 
face. He isn't fazed. He swings again with his club arm and hits her 
squarely in the back, knocking her into the stands. He swings again as 
she gets up and knocks her legs out from under her, making her fall 
backward and onto the floor again. She rolls out of the way as he swings 
again, gets up and quickly follows Billy, who's already gone out the 
door. She's limping.

Cut to the library. Giles, Willow and Xander walk out to find Buffy.

Giles:  Buffy doesn't know this is happening. And given the sort of 
thing that she tends to dream about, it's imperative that we find her.

They come through the doors into the hall.

Xander:  Probably faster if we split up to look for her.

Giles:  Good idea.

He and Xander go off in opposite directions.

Willow:  Oh, uh, faster, but... not really safer.

Cut to outside the gym doors. Buffy slides a hockey stick through the 
door handles to slow the Ugly Man down. He pounds on the door as she 
leans against it. She looks around, sees Billy and goes over to him.

Buffy:  Billy!

Billy:  I'm sorry, I can't help it.

Buffy:  Who is he?

Billy:  He's the Ugly Man.

Buffy:  He's too strong! I can't fight him! We have to find my friends. 
They can help us.

Billy:  We have to hide.

Buffy:  No! He'll find us!

Billy:  Yes, but we have to hide. That's how it happens. We hide, and 
then he comes.

They go to find the others.

Cut to the hall. Willow comes down the stairs and sees a commotion down 
the hall. Cordelia is being dragged by some nerds into the chess club.

Cordelia:  No! What are you doing! Hey, no! You don't understand! I 
don't wanna go! I'm not even on the chess team! I swear, I'm not!

They drag her into the room. Willow smiles at the sight. She hears her 
name being called from the door to the basement.

Voice:  Willow!

Cordelia:  Nohoho!

Willow turns toward the voice, goes to the basement door, opens it and 
looks inside.

Voice:  Willow!

Cut into the basement looking up the stairs at Willow.

Willow:  Buffy?

She starts down the stairs, leaving the door open.

Willow:  Hello? Buffy?

She reaches the bottom of the steps and looks around.

Willow:  I'm not afraid. You'd think I'd be afraid, but I'm not.

She continues into the room and looks around. A hand grabs her on the 
shoulder and pulls her away as she screams.

Cut to the hall. Xander comes through a door and finds the hall has been 
vandalized, with swastikas spray-painted everywhere. A light hanging 
from the ceiling is flickering. He spies a chocolate bar on the floor.

Xander:  Alright! (picks up the bar and tears it open) Someone else's 
loss is my chocolatey goodness.

He takes a huge bite. He looks around some more and sees a Hershey bar. 
He walks over to it, picks it up and tears it open.

Xander:  This is my lucky day!

He takes a huge bite out of the Hershey bar and looks around again.

Cut outside. Buffy and Billy come out of a door.

Buffy:  (confused) Wha... I was sure this led to the library.

Billy looks at a couple students playing on the other side of the fence. 
Buffy goes over to him.

Buffy:  They're just playing. What is it? What's bothering you?

Billy:  Baseball. When you lose, it's bad.

Buffy:  Did you lose your game last week?

Billy:  (nods) It was my fault.

Buffy:  Why was it your fault?

Billy:  I missed a ball and I should have caught it.

Buffy:  You missed one ball and the whole game was your fault? What, you 
were the only one playing? There wasn't eight other people on your team?

Billy:  He said it was my fault.

Buffy:  Who said? Billy, did he hurt you after the game?

Billy:  Can we go another way to find your friends?

Buffy:  Sure. Okay. We can go around the cafeteria.

The Ugly Man comes in their direction and punches a student out.

Buffy:  Bad idea! (looks around) Uh, this way! C'mon!

She pushes Billy ahead of her through some bushes. When they get through 
to the other side they are in the cemetery, and it's night.

Buffy:  What just happened?

Billy:  Is this where your friends are?

Buffy:  No, it's not.

Cut to the basement. The show director is pulling Willow through a door 
to a dressing room. She is dressed in a green kimono for the part of 
Cio-Cio-San, the title character of Puccini's opera Madame Butterfly.

Director:  Man, I thought you weren't gonna show! Aldo is beside 

He makes some adjustments to her kimono. Willow can hear the Emcee make 
his announcement on the stage.

Emcee:  Ladies and Gentlemen, we are proud to present two of the world's 
greatest singers!

The audience begins to applaud. The director guides Willow onto the 
auditorium stage behind the curtain.

Director:  I hope you're warmed up. It's an ugly crowd out there 
tonight. All the reviewers showed up.

Emcee:  All the way from Firenze, Italy, the one and only Aldo 
Gianfranco! And all the way from Sunnydale, California, the world's 
finest soprano, Willow Rosenberg!

Willow sees Aldo on stage through the curtain, dressed in a tuxedo and 
holding out his hand to greet her. She backs away into the director.

Willow:  But I... I didn't learn the words!

The director gives her a shove onto the stage, and she stumbles through 
the curtains and bumps into Aldo. He shoots her a look. She's terrified. 
The applause dies down. The spotlight is on Aldo, and he begins to sing 
the famous love duet from Act I.

Aldo:  Bimba dagli occhi pieni di malia, ora sei tutta mia. 

Translation:  Child, from whose eyes the witchery is shining, now you 
are all my own.

The spotlight moves to Willow when it's her turn. She is stiff with fear 
and remains silent as she looks between Aldo and the crowd. Realizing 
she's not going to sing, Aldo begins again, and the spotlight shifts 
back to him.

Aldo:  Sei tutta vestita di giglio. Mi piace la treccia tua bruna fra i 
candidi veli.

Translation:  You're dressed all in white like a lily. Your ebony 
tresses are shining on ivory shoulders.

When he finishes his bar he gives her an annoyed look and stomps his 
foot. She's still frightened.

Willow:  (meekly) My turn?

Aldo:  (annoyed) Mm-hmm!

She turns to the crowd and lets out a high-pitched squeak. Numerous 
murmurs come from the audience. Aldo is disgusted and turns away.

Cut to the halls. There are sheets of plastic hanging from the ceiling. 
Xander pushes though a pair and stops. His hands are full of various 
chocolate bars.

Xander:  I love these bars!

He spots another one on the floor.

Xander:  A Chocolate Hurricane! These are the best! I haven't had one of 
these since my...

He hears incessant giggling coming toward him.

Xander:  ...sixth... (looks around) ...birthday.

He sees a shadow come up behind another sheet of plastic, and a clown 
suddenly bursts through. Xander screams in terror as the clown holds up 
a knife. Xander falls as he tries to get away and somersaults backward 
into the next hall. He starts to crawl away fast.

Cut to the cemetery. Buffy walks and looks around.

Buffy:  I don't see the Ugly Man. I also don't know where the sun and 
the rest of the world went.

Billy:  Look at this.

She looks down where Billy is looking and sees a freshly dug grave with 
an open pine coffin inside.

Billy:  I guess we're gonna bury someone. I wonder who died.

Master:  Nobody died.

Buffy and Billy look up at him in surprise.

Master:  What's the fun of burying someone if they're already dead?

She stares at him in disbelief.

Buffy:  You!

Master:  So! This is the Slayer! You're prettier than the last one.

Buffy:  This isn't real. Y-you can't be free!

Master:  You still don't understand, do you? I am free because you fear 
it. Because you fear it, the world is crumbling. Your nightmares are 
made flesh. You have little Billy to thank for that.

She looks behind her, but Billy is gone. She turns back to the Master.

Buffy:  This is a dream.

Master:  A dream is a wish your heart makes. (grabs Buffy by the neck.) 
This is real life. (pulls her around so her back is to the open grave) 
Come on, Slayer! What are you afraid of?

He growls and bares his teeth, but doesn't bite. He throws her into the 
coffin at the bottom of the grave, and the lid slams shut.

Buffy:  No! Help me!

Master:  How 'bout being buried alive?

The Master laughs maniacally as he starts to shovel dirt into the grave.

Buffy:  Somebody help me! Please! No! No! Please! No! No! No! Somebody 
help me! Please! No!

The first shovelful of dirt hits the coffin, and some falls in through 
the cracks of the poorly constructed coffin.

Buffy:  Please! No! Help me! No!

The next shovelful of dirt covers the crack between the boards.

Buffy:  Help!

Part 4:

The halls. Willow comes through a door while being pelted with tomatoes. 
Xander runs up to her.

Xander:  Did you find Buffy?

Willow:  I had to sing! Very bad to sing!

Xander:  Willow, c'mon. Let's find the others.

Willow:  What happened to you?

Xander:  Remember my sixth birthday party?

Willow:  (laughs) Oh, yeah! When the clown chased you and you got so 
scared that you had... (stops smiling) Oh!

The clown slices through a sheet of plastic. Willow screams and they 
start to run, right into Giles.

Giles:  No sign of Buffy?

They grab hold of him and pull him with them. He sees the clown and 
starts to run, too. When they reach the end of the hall Xander stops, 
tired of the whole thing. He goes up to the clown, and as the clown 
raises his knife to attack, Xander punches him dead in the face and 
knocks him out.

Xander:  You are a lousy clown! Your balloon animals are pathetic! 
Everyone can make a giraffe!

They leave the clown lying there. Cut outside. They come running out of 
the building and stop.

Xander:  I feel good! I feel liberated!

People are running past them.

Giles:  You seem to be the only one. Things are getting worse. In a few 
hours reality will fold completely into the realm of nightmares.

Willow:  Well, what do we do?

Giles:  The only thing I can think is to try and wake Billy.

Xander:  Uh, no, we can't leave without Buffy.

Giles:  Agreed, but who knows where she might have gone?

Willow sees a dimensional rift to the graveyard across the street.

Willow:  Excuse me, when did they put a cemetery in across the street?

Xander:  And when did they make it night over there?

They walk through the rift into the cemetery.

Xander:  Whose nightmare is this?

Giles looks at a gravestone that reads: Buffy Summers 1981 - 1997.

Giles:  It's mine.

They all gather around the grave. Giles kneels next to it.

Giles:  I've failed... in my duty to protect you. I should have been 
more c... cautious. Taken more time to train you. But you were so 
gifted. And the evil was so great. I'm sorry...

He lays his hand on the fresh soil. As he starts to get up a hand 
reaches up through the dirt and grabs his. Willow screams. Giles tears 
himself away as Buffy comes up through the dirt out of the grave. She 
brushes herself off.

Giles:  Buffy?

She looks up. She has turned into a vampire.

Buffy:  I thought I was dead!

Willow:  Buffy, your face!

Buffy feels her face and realizes what's happened.

Buffy:  Oh, God!

She keeps her hands up to hide her face. Xander takes a couple of steps 
toward her.

Xander:  Buffy...

Buffy:  (turns away) Don't look at me!

Giles:  You never told me you dreamt of becoming a vampire.

Buffy:  This isn't a dream.

Giles:  No. No, it's not. But there's a chance that we can make it go 
away. This all comes from Billy. Now, if, if we can only wake him up, I 
believe that the nightmares will stop and reality will shift back into 
place, but we must do it now! I need you to hold together long enough to 
help us. Can you do that?

She looks up at Giles.

Buffy:  (nods) Yeah. I think I can.

Giles:  Thank you.

They face the others.

Buffy:  Well, we better hurry... 'cause I'm getting hungry. (starts 

Xander:  (following) That is a... joke, right?

Willow:  Are you sure everything will go back once he's awake?

Giles:  Oh, uh, positive.

Willow:  Well, how do we wake Billy up? What if we can't?

Giles:  Willow, do shut up.

Cut to the hospital. Pandemonium reigns. They come running down the hall 
to Billy's room. The doctor is there looking into Billy's room.

Giles:  Doctor! Is the boy Billy still here?

Doctor:  My hands!

The doctor's hands are severely crippled. He goes away. They run into 
Billy's room.

Xander:  What now?

Giles:  Um... (bends down to Billy) Billy! Billy?

Billy:  That won't work.

His astral body is standing by the curtains. Giles looks up at him.

Giles:  Billy! Uh, Billy, you have to wake up.

Billy:  No. I told her. I have to hide.

Giles:  Why? From what?

Buffy:  From him!

She's still in the hall and sees the Ugly Man coming toward her. Giles 
goes over to the window to look.

Xander:  Aw, man, what do we do?

Buffy:  I think I know.

She takes off her jacket. Willow hears buzzing outside and peeks through 
the blinds to see giant black wasps flying over the town.

Willow:  Whatever it is, it better be soon!

Cut to the hall. The Ugly Man is making his way toward Buffy.

Buffy:  Glad you showed up! You see, I'm having a really bad day.

Ugly Man:  Lucky nineteen!

Buffy:  Scary! I'll tell you something, though. There are a lot scarier 
things than you. (takes two steps forward) And I'm one of them.

The Ugly Man stops in his tracks and looks at her. She roars and runs to 
attack. She jumps on him, knocks him down and punches him twice in the 
face. She tries for a third punch, but he blocks her and gets his foot 
under her stomach. He pushes hard, and Buffy falls backwards. She gets 
up quickly and roundhouse kicks him in the gut, making him double over, 
but he pushes her into the window of Billy's room and then throws her 
into the opposite wall. He tries to punch her with his club arm, but she 
ducks, and his arm slams into a wall. She comes up behind him and side 
kicks him in the back. He slams into her, knocking her through the door 
into Billy's room and against his bed. She gets up to face him as he 
comes in after her. He swings again with his club arm, but she grabs it 
and roughly brings it down, breaking it over her knee. He wails in pain, 
and she body checks him into the wall, where he hits his head and slumps 
to the floor unconscious. Everyone just stares at him.

Billy:  I-is he dead?

Buffy:  Come here, Billy.

Billy:  I, I don't...

Buffy:  You have to do the rest.

Billy slowly comes around the bed and over to the Ugly Man.

Willow:  What are they doing?

Giles gestures for her to be quiet.

Xander:  I get it.

Buffy takes Billy's hand. He looks up at her.

Buffy:  No more hiding.

Billy looks down at the Ugly Man. Buffy lets go of his hand, and he 
reaches for the Ugly Man's neck. He peels back his face and a bright 
light streams out. In the next instant everything is back to normal. The 
Ugly Man is gone, Buffy is herself again, Xander and Willow are in their 
regular clothes and the hospital is functioning. Buffy smiles and feels 
her face. Willow breathes a sigh of relief. Billy wakes up.

Xander:  Hey, he's waking up!

They all gather around.

Billy:  I had the strangest dream. And you were in it, and you... Who 
are you people?

They all smile.

Giles:  Let's get a doctor.

Billy's coach comes in as Giles and Xander are about to go get a doctor.

Coach:  Oh! Huh. Billy's got company. (takes off his cap) I-I-I'm his 
kiddie league coach. I come by here every day, just hoping against hope 
that he's gonna wake up soon. He's, uh, my lucky nineteen.

Giles and Buffy exchange a look.

Coach:  So, um, how is he?

Buffy steps aside to show him that Billy's awake.

Buffy:  He's awake.

Coach:  What?

Buffy:  You blamed him for losing the game. So you caught up with him 
afterwards, didn't you?

Coach:  (acting innocent) What are you talking about?

Billy:  (sits up) You said that it was my fault that we lost.

The coach realizes he's been found out and tries to get away. Xander 
grabs him by the jacket and stops him.

Billy:  It wasn't my fault. There's eight other players on the team. You 
know that. (lies down)

Buffy:  (to Billy) Nice going! (smiles)

Billy smiles back.

Cut to the school. Willow, Buffy and Xander are walking.

Buffy:  I just can't believe a kiddie league coach would do something 
like that.

Xander:  Well, you obviously haven't played kiddie league. I'm surprised 
it wasn't one of the parents.

Willow:  I'm just glad he's behind bars where he belongs.

Buffy:  But that was kinda heroic, Xander, grabbing him and all.

Xander:  Well, I just did what anyone else would've. I mean, if you 
wanna label it heroic...

Hank drives up, honks and gets out of the car and waves.

Hank:  Hi!

Buffy:  Have a killer weekend, guys!

Xander bows his head to her. Buffy goes to her dad. Hank comes up the 
steps and hugs his daughter.

Hank:  Hi, sweetheart! Oh, it's so good to see you! (releases the hug) 
How was your day?

Buffy:  Fine. You know, usual.

Willow:  (to Xander) Personal question?

Xander:  Yeah, shoot!

Willow:  When Buffy was a vampire, you weren't still, like, attracted to 
her, were you?

Xander:  Willow, how can you... I mean, that's really bent! She was... 

Willow:  Still dug her, huh?

Xander:  I'm sick, I need help.

Willow:  Don't I know it.
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