PROLOGUE:

A Sunnydale cemetery. Faith and Buffy both fall backwards onto the mound of a fresh grave, fighting a pair of leather-uniformed vampires. But this doesn't stop Faith from wanting to continue her conversation with Buffy.

Faith:  (to Buffy, struggling) So, what, you're telling me never?!

Buffy:  (also struggling) Faith! Really, now is not the time!

Faith:  I'm curious! Never ever?!

The two Slayers both kick up with their legs and send the vampires rolling over and off of them, and then do back rolls up to a standing position.

Faith:  (to Buffy) Come on, really. All this time, and not even once?

She blocks a high punch from her assailant, grabs onto his shoulder and flips him forward. He lands hard on his back.

Buffy:  How many times do I have to say it?

She ducks a swing.

Buffy:  I have never...

She does a backhand punch at her attacker.

Buffy:  ...done it...

The vampire staggers backward into a lamppost from the force of her punch. Buffy does a full spin toward him.

Buffy:  ...with Xander!

She jams her stake home, and the demon bursts into ashes. Buffy looks over at Faith, still fighting.

Buffy:  He's just a friend.

Faith leaps at her assailant, does a log roll in midair and comes down hard on him with her knee digging into his back, shoving him into the ground. She raises her stake and plunges it into his back, dusting him instantly. She gets up and steps over to meet up with Buffy.

Faith:  So? What are friends for? I mean, I'm sorry, (smiles sexily) it's just, all this sweating-nightly, side-by-side action, and you never put in for a little after-hours (thrusts her pelvis forward and grunts)?

Buffy:  (raises her eyebrows) Thanks for the poetry. And, no. I love Xander. I just don't... *love* Xander. (looks at the ground) Besides, I think it ruins friendship to do that stuff.

She takes a closer look at the boot prints on the muddy ground.

Faith:  You think too much. (starts to leave)

Buffy:  (grabs Faith's arm, looking down) Hey. There's one more.

Faith:  How do you know?

Buffy:  I think too much.

The two of them start to walk, following the extra set of prints, which lead behind a gravestone.

Buffy:  (quietly) Okay. Count of three. One...

Faith jumps ahead and shoulder-rolls over the gravestone. The vampire isn't there, but he comes running at her. He is also dressed in the leather uniform. Buffy disapprovingly watches the fight start.

Buffy:  Three.

Faith tries to do a roundhouse kick at the vampire, but he catches her leg right before it connects with his head. He grabs her shoulder, spins halfway around and throws her against a tall gravestone. She hits the ground hard and immediately starts to get back up. Buffy runs around them to catch the demon from behind as he looks down at Faith and pulls out two swords, one with a long blade, the other short. He hears Buffy coming, though, and spins his head around to see her. She stops in her tracks, holding her stake up in her hand. The vampire swings his long sword in a wide arc and slices off the tip of the stake. Buffy jumps in surprise, but quickly drops what's left of the stake as the vampire swings his sword down on her. She high blocks the attack with her left arm, grabs his left arm with her right hand, grabs his right arm with her left hand and brings both of his arms down hard, forcing him to drop the swords. She high punches him in the head and tries to follow up with a double roundhouse kick with alternating legs. The vampire knife-hand blocks both kicks. He gains the upper hand, grabbing Buffy by the shoulders and tries to get in closer for a bite. She struggles to keep him at bay. Finally Faith runs up behind him and thrusts her stake into his back. He screams and throws up his hands, then crumbles to ashes between the two girls, leaving Faith smiling at Buffy, and Buffy leaning against a gravestone catching her breath. Faith takes a step toward her, raising her hand for a high five.

Faith:  Nicely diverted, B!

She stops mid-step when Buffy doesn't return the gesture.

Buffy:  (panting) Diverted? That was me fighting for my life, Miss Attention Span.

Faith:  (sighs and turns to go) This isn't a Tupperware Party. It's a little hard to plan.

Buffy:  (follows) The count of three isn't a plan. It's Sesame Street.

Faith:  (stops and faces Buffy) Hey, they're toast and we're here, so it couldn't have been too bad, right? (checks her arm) Who were those guys, anyways?

Buffy:  I don't know. (sniffs) They didn't seem local. (looks where the swords were) Look, why don't we grab the weapons. Maybe Giles...

The swords aren't there anymore. Buffy gives Faith a confused look.

Cut to the Mayor's office. Mr. Trick drops the two swords on his desk.

Trick:  Check these out.

The Mayor is busy reading the funnies, and ignores him while he finishes reading his favorite strip.

Mayor Wilkins:  (chuckles and shakes his head) I, I just love the Family Circus! That P.J., he's getting to be quite a handful.

He drops the paper on his desk. Allan gives him an acknowledging nod and weak smile. The Mayor now looks at the swords lying on his desk.

Mayor Wilkins:  Well... I haven't seen anything like this in, uh... (looks up at Allan) Well, a good long while. (to Trick) Where's the owner of these fine implements?

Trick:  The common term is 'slain'. But I've been seeing this breed around. Are we expecting any trouble?

Mayor Wilkins:  (smiles up at Trick) Do you like Family Circus?

Trick:  (seriously) I like Marmaduke.

Mayor Wilkins:  (disgusted) Oh! (shivers) Eww! He's always on the furniture. Unsanitary.

Trick:  Nobody can tell Marmaduke what to do. (grins) That's my kinda dog.

Allan:  (smiling eagerly) I like to read Cathy.

Mr. Trick and the Mayor both give him a look. Allan swallows nervously.

Allan:  So, uh, what ab-bout these swords? W-what should we do about that?

Mayor Wilkins:  (inspects them) Well, let's just keep an eye out. We've got the dedication coming up in a few days. We certainly can't have anything interfering with that.

Allan:  (fidgeting) Well, maybe we should postpone the... the-the dedication.

The Mayor gives him an incredulous look. Trick looks at him intensely.

Trick:  I believe the Honorable Mayor *hates* that idea.

Mayor Wilkins:  (stands up) The dedication... (walks toward the liquor cabinet) is the final step before my Ascension. (Allan jumps out of his way) I have waited longer than you can imagine for this. (opens the cabinet, opens a box of moist towelettes) After the Hundred Days, (pulls out a towelette) I'll be on a higher plane. (steps back to Allan, wiping his hands) And I'll have no more need for... (folds up the used towelette) Well, let's just say I won't be concerned... with the little things. (holds it up to Allan, who takes it, and goes back to his desk.) Mr. Trick, watch these people. Anything you find out about them, well, let's just see that that information reaches the Slayers. (takes the short sword from Trick, looks it over) Who knows? With any luck, they'll kill each other. Then everyone's a winner. (looks at Allan) Everyone, of course, meaning me. (chuckles)

Opening credits roll. Buffy's theme plays.

Sunnydale High School.

Xander:  Willow, what are these?

Willow:  They're early admission packets.

Cut to the student lounge. Xander and Oz are sitting on one of the couches across from Willow and Buffy on the other. The table between them is piled up with college acceptance letters and application forms. Xander goes through a stack of them, reading off the university names.

Xander:  Harvard... Yale... Wesleyan... Some German Polytechnical Institute whose name I, uh... (tries to read it)  I can't pronounce. (drops the packets, leans back) Is anyone else intimidated? (looks at Oz) 'Cause I'm just expecting thin slips of paper with the words 'No Way' written in crayon.

Oz:  They're typing those now.

Xander:  (nods) Hmm.

Willow and Buffy are paging through some of the brochures.

Willow:  (smiling) I'm so overwhelmed! I-I got in! To actual colleges! And, a-and they're wooing me! They're pitching woo!

Buffy:  (smiles) The wooing stage is always fun.

Willow:  (sighs) But it's weird. Now, rejection I can handle 'cause of the years of training, but this...

Xander:  I feel your pain, Will. Like right now, I'm torn between the fast-growing fields of appliance repair and motel management. Of course, I'm still waiting to hear back from the, uh, Corndog Emporium, so...

He crosses his fingers and then holds his hands together in a sarcastic gesture of prayer. Buffy gives him a giggle.

Buffy:  Well, I think it's great. Early admission. (to Willow) Now there's nothing standing between you and a brilliant future.

Oz:  Well, if I may suggest, graduate. Gettin' left back: not the thrill ride you'd expect.

Cordelia approaches from behind the boys.

Cordelia:  That's so cute! Planning life as a loser? (Xander glances up at her) Most people just turn out that way, but you're really taking charge.

Xander:  The comedy stylings of Miss Cordelia Chase, everyone. (looks up at her) Who, uh, incidentally, won't be needing a higher education when she markets her own very successful line of hooker wear.

He checks out her outfit, which is typically revealing.

Cordelia:  Well, Xander, I could dress more like you, but, (in mock sympathy) oh, my father has a job.

She immediately leaves. Xander watches her go, once again having nothing to say.

Xander:  I'm not gonna waste the perfect comeback on you now. (points at her) But don't think I don't have it. (miffed) Oh, yes! Its time will come!

He turns back to the group and pretends Cordelia doesn't exist.

Xander:  So, life beyond high school. (fishes for sympathy) Anyone, please... chime in.

Buffy:  I hear it's nice. And a place I'll never go if I don't pass Mrs. Taggart's chemistry test tomorrow. (looks at Willow)

Willow:  Oh! I can help. Chemistry's easy. It's a lot like witchcraft, only less newt. So whadaya say? Study jam, my house, tonight?

Buffy:  I'm there.

The bell rings, and they all get ready to go to class.

Buffy:  Oh. I have to go see Giles, report on last night's patrol.

Willow:  Oh, yeah. He said he wanted to talk to you.

Buffy:  What about? Is he okay?

Willow:  (slightly concerned) He's looked better.

Cut to the library. Giles is sitting on the study table facing the doors with his arms crossed and looking very bored while a somewhat foppish, well tailored young man goes through some books in a box on the table.

Wesley:  Of course, training procedures have been updated quite a bit since your day. Much greater emphasis on field work.

Giles:  (very bored) Really?

Wesley:  Oh, yes. (walks around to another box) Not all books and theory nowadays. (reaches in for some books) I have, in fact, faced two vampires myself. Under controlled circumstances, of course.

Giles:  (uncrosses his arms) Well, no danger of finding those here.

Wesley:  (looks up) Vampires?

Giles:  Controlled circumstances. (sees Buffy enter) Hello, Buffy.

Wesley overhears, looks at her and smiles condescendingly.

Wesley:  Well... (steps to the head of the table) Hello. (smiles smugly)

Buffy gives him a quick look up and down.

Buffy:  (to Giles) New Watcher?

Giles:  New Watcher.

Wesley takes a step toward her and holds out his hand in greeting.

Wesley:  Wesley Wyndam-Pryce.

Buffy makes no move to return the gesture, but continues to eye him critically. A moment later he steps back again.

Wesley:   It's very nice to meet you.

Buffy steps over to Giles, never removing her eyes from Wesley.

Buffy:  Is he evil?

Wesley:  (perplexed) Evil?

Buffy:  The last one was evil.

Wesley:  (thoughtfully) Oh, yes. Gwendolyn Post. We all heard. No. Mr. Giles has checked my credentials rather thoroughly and phoned the Council, but I'm glad to see you're on the ball as well. (takes a secretive step toward her) A good Slayer is a cautious Slayer. (steps back)

Buffy:  (to Giles) Is he evil?

Giles:  Not in the strictest sense.

Wesley:  Well, I'm glad that's cleared up. (walks around the table) As I'm sure none of us is anxious to waste any time on pleasantries, (picks up his Watcher diary) why don't you tell me everything about last night's patrol. (flips to a blank page)

Buffy:  Vampires.

Wesley:  (inquiringly) Yes?

Buffy:  Killed 'em.

Wesley:  (fishing for details) Anything else you can tell me?

Buffy glances at Giles. He nods that she should cooperate.

Buffy:  Uh... (thinks) One of them had swords. I don't think he was with the other two.

Wesley:  (something clicks) Swords?

He sets down his diary, goes back to his box of books and begins to rifle through them.

Wesley:  Swords...

He finds the book he wants and begins to leaf through it.

Wesley:  One long, one short?

Buffy:  Mmm. Both pointy. (to Giles) With, like, jewels and things.

Giles:  Sounds familiar.

Wesley:  (comes back with the book) It should.

He holds it out in front of Giles, who takes it and reads.

Giles:  El Eliminati. Fifteenth Century...

Wesley:  (interrupts) Fifteenth Century duelist cult, deadly in their day. Their numbers dwindled in later centuries due to an increase in anti-vampire activity and a lot of pointless dueling.

Buffy and Giles both look up at him, surprised by his rudeness.

Wesley:  They eventually became the acolytes of a demon called Balthazar, who brought them to the New World, specifically here.

Giles:  (closes the book, hands it back) You seem to know a lot about them.

Wesley:  I didn't get this job because of my looks. (goes back to his box)

Buffy:  I really, really believe that. (nods)

Wesley:  (looks at her snidely) I've researched this town's history extensively.

Giles:  So why have we not seen them before this?

Wesley:  (comes back) They were driven out a hundred years ago. Happily, Balthazar was killed. I don't know by whom.

Buffy:  And they're back 'cause...?

Wesley:  Balthazar had an amulet purported to give him strength. When he was killed, it was taken by a wealthy landowner named... (sees their looks) I don't want to bore you with the details.

Buffy:  A little bit late.

Wesley:  ...named Gleaves. It was buried with him, and I believe the few remaining Eliminati are probably looking for it. For sentimental value.

Giles:  A-and you don't think that this, uh, amulet poses any threat?

Wesley:  (steps back to his box) Oh, no, not at all. Nonetheless, we may as well keep it from them. Buffy, you will go to the Gleaves family crypt tonight and fetch the amulet. (reaches in)

Buffy:  I will?

Wesley:  (pauses) Are you not used to being given orders?

Buffy:  Whenever Giles sends me on a mission, he always says 'please'. And afterwards I get a cookie.

She grins at Giles, who smiles back modestly.

Wesley:  (comes back) I don't feel we're getting off on quite the right foot.

Just then they hear footsteps, and look up to see Faith walk in.

Wesley:  Ah. This is perhaps Faith.

Faith stops and critically looks Wesley up and down.

Faith:  New Watcher?

Buffy and Giles:  New Watcher.

Faith:  (snickers) Screw that.

She turns right around and walks out. Wesley feels put off.

Buffy:  (to Giles) Now, why didn't *I* just say that?

Giles:  (gently) Uh, Buffy, would you...

Buffy:  I'll see if I can get her back. (slips off of the table and walks out) Don't say anything terribly interesting while I'm gone.

Wesley watches her go. He and Giles both reach into their pockets for handkerchiefs, take off their glasses and begin to clean them.

Wesley:  They'll get used to me.

Giles notices their tandem actions, immediately stops cleaning and puts his glasses back on before Wesley has a chance to turn around. When he does, Giles just smiles up at him, covering his handkerchief with his hands.

Cut to the quad. Buffy catches up with Faith as they come walking around a corner.

Buffy:  Faith, wait. Look, I know this new guy's a dork, but... (pauses) Well, I have nothing to follow that. He's pretty much just a dork.

Faith:  You're actually gonna take orders from him?

Buffy:  That's the job. What else can we do?

Faith:  Whatever we want. We're Slayers, girlfriend, the Chosen Two. Why should we let *him* take all the fun out of it?

Buffy:  Oh, that would be tragic, taking the fun out of slaying, stabbing, beheading.

Faith:  Oh, like you don't dig it.

Buffy:  (shrugs) I don't.

Faith:  You're a liar. I've *seen* you. Tell me staking a vamp doesn't get you a little bit juiced. Come on, say it.

She stops and folds her arms, waiting for Buffy's answer. Buffy can't help but smile, and looks down to hide it.

Faith:  (laughs) You can't fool me. The look in your eyes right after a kill? You just get hungry for more.

Buffy:  (shakes her head) You're way off base.

Faith:  Tell me that if you don't get in a good slaying, after a while, you just start itching for some vamp to show up so you can give him a good (grunts and punches)!

Buffy:  Again with the grunting. You realize I'm not comfortable with this.

Faith:  Hey, slaying's what we were built for. If you're not enjoying it, you're doing something wrong. (starts to leave)

Buffy:  (sighs) What about the assignment?

Faith:  (looks back) Tell you what: (points) you do the homework, and I'll copy yours. (grins and goes)

Cut to the Gleaves Family Crypt that night. Buffy slowly walks up to it and turns on her Maglite. She steps up to the door and opens it. Cut inside. The large room is dark and dusty. In the center are two stone coffins. There are several drawers on one wall and a few urns on shelves. Buffy takes the steps down into the room and goes to the first coffin. She pushes the heavy lid aside and looks into it with the flashlight. All that's left of the body is the skeleton and a pile of hair and fibers.

Buffy:  Strike one. No amulet there.

She goes to the next coffin and pushes its lid aside. The body in this one has dried out and looks mummified. The clothes are still more or less intact, and around its neck hangs the amulet.

Buffy:  Game over.

She reaches in for it, but jerks back up when she hears noises coming from outside. Through the door she sees torches coming closer and hears voices. She quickly jumps up onto the first coffin, rolls into it and twists off her Maglite just as Vincent, the leader of the Eliminati, pushes the door open. He looks around, but doesn't notice when Buffy pulls the lid of the coffin back into place. Vincent walks down the stairs and goes over to the open coffin. His troops follow him. Inside her coffin, Buffy looks over at the skull beside her, but remains quiet. Vincent looks into the open coffin, sees the amulet and yanks it from the body's neck. He takes a good look at it and smiles at his troops, indicating success for their mission. In the other coffin Buffy remains absolutely still. The Eliminati start to make their way out. When Buffy hears the door close she pushes the lid back open and climbs out, only to be startled by Faith's hand on her shoulder.

Buffy:  Faith!

Faith:  What are you doing, hiding in there?

Buffy:  Looking for the amulet. Wasn't counting on the Special Guest Stars. Six against one. (gestures at the coffin) Hence the hiding.

Faith:  Well, it's six against two now, so come on.

She rushes out of the crypt. Buffy climbs out of the coffin and follows her out. Cut outside. They come out in time to see the last two Eliminati jump down through a manhole into the sewers below. Faith makes tracks for it.

Buffy:  Wait. Stop. Think!

Faith:  (stops, defiantly) No, no, no! (starts again)

Buffy:  (chases her) It's a manhole. Tight space, no escape, six against two, not unlike three against one.

Faith:  And there might be more, (grabs Buffy's arm) so come on. (lets go)

Buffy:  You're just gonna go down there. That's your plan.

Faith:  Who said I had a plan? I don't know how many's down there, but I wanna find out. And I'll know when I land. If you don't come in after me, (shrugs and smiles) I might die!

Without any further hesitation she jumps in. Buffy can't believe it, but realizes she can't let her do it alone, and jumps in after her.

The library. Wesley is at the study table going through a mass of books. Giles paces nervously.

Wesley:  These are all the diaries, then? Yours included?

Giles:  (in a worried tone) That's everything. Knock yourself out. Please?

Wesley:  (flips through Giles' diary) Oh, yes! Here's your first entry. 'Slayer is willful and insolent.' (smirks) That would be our girl, wouldn't it?

Giles:  (continues pacing, takes off his glasses) Well, you have to get to know her.

Wesley:  Mm. (reads) 'Her abuse of the English language is such that I understand only every other sentence.' (looks up) Oh, this is going to make fascinating reading.

Giles:  (checks his watch) She should be back by now.

Wesley:  (checks his watch) Not to fret. (reaches for a mint) My mission scenario has her back in one minute. (pops the mint) Shouldn't be any trouble.

Cut to the sewers. Buffy and Faith have their hands full fighting the Eliminati. Buffy does a low front snap kick to one of them on the ground. Faith backhand punches another, and his head snaps hard to the side. Buffy grabs yet another and shoves him aside.

Buffy:  We're surrounded!

Faith:  You noticed that, too?!

Faith backhand punches another Eliminatus. Buffy ducks a vampire's swing and does a roundhouse kick to the back of his knee, making him collapse to the floor. Faith sidesteps her attacker, grabs his arm, swings him around and throws him toward a wall. Buffy does a full spinning hook kick to an incoming vampire and follows up with a roundhouse kick to his head. Another one comes at her from the side and tries to bring his sword down on her from above, but she steps back in time, and it just clangs on the floor.

Faith throws her vampire up against a wall, and he collapses to the floor. She does a half-spinning hook kick to another Eliminatus behind her, and he falls dazed onto a raised area. Another vampire jumps up onto it and leaps at Faith. She sidesteps him and pulls him down over the other one.

Buffy does a back elbow jab at a vampire's face, causing him to step backwards and trip over a fallen vampire. Another one jumps into the fray and tries to punch her, but she middle blocks him, grabs onto his arm and throws him up against the rock wall. He tries to come at her again, but she side kicks him soundly in the gut, forcing him back up against the wall. The Eliminatus who was down is up again, and she front snap kicks him, knocking him hard onto his back.

Faith turns around just in time to get punched in the face by Vincent. He tries to punch her again, but she ducks it and rises back up to roundhouse kick him in the side of the head.

Buffy blocks two punches from the vampire against the wall and punches him in the face and again in the gut. He goes down.

Faith does a half spinning, jumping out-to-in crescent kick to the head of one of them. Then she high blocks a punch from one behind her.

Buffy gets a roundhouse kick in the head and falls to the ground by a pool of water. Her attacker advances on her, and she roundhouse kicks him in the back of the knee, making him lose his balance.

Faith punches one in the head, but he comes back with a punch to Faith's gut and grabs her.

Faith:  Lemme go!

He shoves her hard against a concrete wall. Buffy sees her predicament and throws her stake into the vampire's back as she gets up from the floor. He bursts into ashes. Faith gives Buffy a smile. However, with her attention on Faith, Buffy doesn't notice the one behind her, and he grabs her and holds her still for Vincent. He holds out his long sword, pointing it at her chest.

Vincent:  Let's settle this honorably.

Buffy jumps up against the one holding her and does an out-to-in low crescent kick, knocking the sword out of Vincent's hand. It goes flying into the pool of water. Then she shrugs off the one holding her, and he falls to the floor. Vincent grabs hold of her, though, and tries to thrust at her with his short sword. She jerks out of the way in time and grabs hold of his arm, but he uses this to his advantage and grabs her around the back with his other arm, pinning her against the edge of the pool.

Vincent:  Well, then, let's just settle it.

He dunks her head into the water. She struggles to get back up, but can't get a good grip on anything in the filthy water. In the meantime, another vampire gets Faith in a full Nelson hold. She sees Buffy struggling in the water.

Faith:  Buffy! (struggles with her assailant) You son of a bitch!

Vincent keeps holding Buffy's head under water. She struggles valiantly to get up, but just can't. It isn't much longer before she starts to get weak from lack of oxygen and stops struggling, apparently passing out. Vincent holds her under for another few seconds, then lets go and turns his attention to Faith. Buffy remains motionless in the water. Vincent grins widely at Faith, who keeps struggling, but to no avail.

Suddenly Buffy leaps up, Vincent's long sword in hand, and swings it around at his head. He's too quick, though, and ducks it, but is left off balance in a crouch.

Buffy:  I hate it when they drown me.

She swings at him again, but he reacts instantly, somersaulting out of the way and back to his feet. He faces her wielding his short sword. She makes quick work of it, knocking it out of his hand with her first swing. She swings at him again widely, but he manages to dodge her.

Faith breaks out of the Nelson hold, spins around and punches the vampire in the face. He staggers against the wall. She grabs him and pulls him around, and he flies up and over the small raised area.

Faith:  B! Gotta go!

Buffy misses another swing, but has a determined look on her face.

Buffy:  We came for the amulet.

She jabs the sword straight at Vincent, getting the tip right between the chain holding the amulet at his waist. She lifts the sword, drawing the chain out from under his belt, and it slides down the length of the blade to the hilt. Vincent is freaked by her accuracy and hightails it out of there. Buffy pulls the amulet from the sword and holds it in her hand. Faith comes up next to her.

Faith:  (breathing heavily) Tell me you don't get off on this!

Buffy:  (smiles at the amulet) It didn't suck.

Cut to the library. Wesley has the amulet in hand and inspects it under a magnifying glass. Giles stands in his office doorway.

Wesley:  Well... Looks authentic enough. (looks up) Of course, there are tests to be made before actual verification.

Buffy:  How about verifying that your 'nearly extinct' cult was out in magnum force last night? Faith and I got into a serious party situation.

Giles:  Are you alright?

Buffy:  I had to lather, rinse, and repeat about five million times to get the sewer out of my hair, but otherwise, I'm of the good. Thank you for asking.

She gives Wesley a look, making it very clear he should have asked as well.

Wesley:  Perhaps there were a few more than we'd anticipated, but I'd expect you to be ready for anything. (looks her in the eye) Remember the three key words for any Slayer: preparation... preparation... preparation.

Buffy:  That's one word three times.

The school bell rings. Buffy gets up.

Buffy:  I have a chem test. So sad that I'm actually happy about that. (starts out) Giles, we need to talk.

Wesley:  (stands up pompously) Buffy... (she stops, but doesn't face him) I must ask you to remember that I am your Watcher. (she faces him) From now on, anything you have to say about slaying you will say to me. The only thing you need discuss with Mr. Giles is overdue book fees. Understood?

Buffy:  (turns to Giles) We'll talk.

Giles:  Of course.

Buffy leaves for her test.

Wesley:  (to Giles) You're not helping.

Giles:  (dripping with sarcasm) No. I feel just sick about it.

He takes off his glasses and goes into his office. Wesley is incensed.

Cut to chemistry class. Mrs. Taggart passes out the exam booklets. Buffy is at the second to last table by the windows. She is twisted around in her seat, talking quietly to Willow and Xander, who are sitting at the last table.

Buffy:  It was intense. It was like I just... let go and became this force. I just didn't care anymore.

Willow:  Yeah, I know what that's like.

Buffy:  I don't think you can! It's kind of a Slayer thing. I don't even think I'm explaining it well.

Xander:  You're explaining it a lot, though.

Mrs. Taggart hands Xander and Willow their tests. Buffy turns around.

Mrs. Taggart:  Alright. You have one period to fill out your test booklets. Periodic charts are located on the back. (walks toward the front) You're on the honor system, so remember, no talking.

Buffy turns back to Willow and Xander.

Buffy:  You see, the thing was, Faith knew I didn't even wanna go down there...

Mrs. Taggart:  (interrupts) Ahem. Ms. Summers?

Buffy faces the front and gestures that she's buttoning her lips now.

Mrs. Taggart:  (to the class) You have one hour.

She gives Buffy another look and then leaves the room. Buffy immediately turns back to Willow and Xander.

Buffy:  Okay, so the best part...

Willow:  (interrupts, concerned) Buffy. Test? You know. Remember? The thing you didn't come over to study for?

Buffy:  (seems to get it) Right. Got it.

She turns back to her test, but can't resist, and turns around again.

Buffy:  (smiles) Sorry. Okay, so we're down there, in the sewers, and Faith (Xander's eye twitches) got three of them on her at once...

Xander:  Hey! Whoa! Can we resume Buffy's 'Ode to Faith' later, like when I'm not actively multiple-choicing?

Buffy:  (realizes) How come your eye twitches every time I say Faith's name?

Xander:  (twitches his eye) (defensively) What? (chuckles) No, it doesn't.

Buffy leans in closer to him, her eyes intently watching his face.

Buffy:  Faith.

His eye twitches, and he slaps his hand over it.

Xander:  Cut it out! We got a test to take, okay? And I'm highly caffeinated, and I'm trying to concentrate. Some of us actually care about school. You know.

Buffy looks to Willow, but she's concentrating on her test. Buffy finally realizes that she's not going to be allowed to continue her story, and settles down to take her test. She opens the booklet, but is interrupted, along with the rest of the class, by Faith rapping on the window pane trying to get Buffy's attention. Faith lifts the sash and leans in.

Faith:  (smiles) Hey, girlfriend. (looks around) Bad time?

She leans over to the next window, wipes the dust from it with her sleeve, exhales to fog it and uses her index fingers to draw a heart with a stake through it. She looks at Buffy, smiles and bounces her eyebrows. Buffy considers for only a moment before deciding to blow off the test. She slides down from her lab stool and heads for the window. Willow and Xander are shocked.

Willow:  No, sh-she can't!

Faith smiles and leans back in to wait for her partner.

Willow:  Y-you can't! Can you?

Buffy ignores her and climbs out of the window. Faith lowers the sash after Buffy has climbed out. Willow can't believe what just happened.

Cut outside. The Slayers walk away from the building.

Buffy:  What's up?

Faith:  Vampires.

Buffy:  Uh, Faith, unless there's a total eclipse in the next five minutes, it's daylight.

Faith:  Good for us, bad for them. Found a nest.

Buffy:  (smiles, suddenly comprehending) Has potential.

Cut to the vampire nest. It's gloomy. Only a few rays of sunlight are getting in. There are vampires lying all over the floor waiting out the day. Buffy and Faith kick in the door. Bright sunlight washes in and onto one of them, who quickly bursts into flames. The lot of them scramble to their feet and begin to run. The Slayers smile into the nest.

Faith:  Rise and shine, people.

Buffy:  It's your wake-up call.

They both pull out stakes and run in for a good fight.

Cut to the Bronze that evening. Faith and Buffy are on the dance floor gyrating to the hard techno sound of "Chinese Burn", performed by Curve. Three boys come over to them and dance around them. The camera shows a brief view from above of the two girls surrounded by the boys. They pretty much ignore the guys and just hump the air around them. Angel walks under the stairs to the edge of the dance floor and stops to watch, a look of deep concern on his face. The camera shows another brief shot of them from above. Eventually Buffy notices Angel standing at the side. When he sees her notice he makes a move to go. Buffy squeezes out from the crowd to go to him. Faith doesn't miss a beat and starts to paw at the boys, keeping them well entertained.

Lyrics:  She burns friends like a piece of wood

When Buffy reaches Angel she jumps up on him and wraps her arms around his neck and her legs around his hips. Angel supports her at the waist.

Buffy:  Hey! You're not leaving, are you?

Lyrics:  And she's jealous of me because she never could

Angel:  (glances over at Faith and the boys) I saw you making friends.

Buffy:  (glances dismissingly) Them?

Lyrics:  Hold herself up without a spine

Buffy:  (faces him, smiling) Boys! I like you.

Lyrics:  And she'll look me up when she's doing fine

Angel reacts in his usual somber way. Buffy hops down off of him.

Buffy:  (coyly teasing) What's the matter? You're not afraid of little me, are ya?

Angel:  (seriously) We better sit down. Come on.

He leads her away to a small alcove behind the stairs.

Buffy:  I can sense this is a business trip.

Angel sits. Buffy plops down next to him.

Buffy:  (flippantly) What's the what?

Angel:  Balthazar.

Buffy:  (snuggles close to him) Dead demon.

Angel:  Not as dead as you think.

He gets up and sits across from her, putting some distance between them.

Angel:  Word on the street puts him in the packing warehouse on Devereau. He's looking for...

Buffy:  His amulet. It's supposed to restore his strength.

Angel:  From what I'm hearing, that's not something we'd like to see happen.

Buffy:  No problem. We got the amulet.

Angel:  I know. I spoke to Giles, but he said you gave it to someone.

Wesley pokes his head around the stairs and finds them.

Wesley:  (points accusingly) Ah. There you are.

Buffy:  (mockingly) Ah. Speak of the really annoying person.

Wesley:  (looks around) You're certainly giving me a run for my money. (sits next to her, whispers) I think we ought to establish that if you're going to go out slaying, you leave me a number where I can contact you.

Angel:  Where's the amulet?

Wesley snaps his head around and looks at Angel in surprise.

Wesley:  Who are you?

Angel:  A friend. Do you have it?

Wesley:  (smugly) It's somewhere safe.

Buffy looks at his jacket, reaches in and pulls out the amulet.

Wesley:  How did you know?

Buffy:  It pooches your jacket.

She tosses it to Angel.

Wesley:  (protests) Now, hang on a minute...

Angel:  (holds it up) Walking around with this thing is like wearing a target.

Buffy:  You're gonna put it somewhere safe (to Wesley) that's actually safe?

Angel:  (stands up) Yeah. I'll do it now.

Buffy:  (stands also) I'll do some recon on Balthazar.

Wesley:  (joins them in standing) (incredulously) If I may... Balthazar is dead. Am I the only one that remembers that?

They ignore him. Angel leans over and gives Buffy a kiss.

Angel:  Be careful.

Buffy:  You know me.

Angel:  (sternly) I mean it.

They both go in opposite directions, leaving Wesley behind and very confused.

Wesley:  What's going on?

Buffy walks onto the dance floor and grabs Faith. She pulls her out of the crowd and toward the door. Faith lets herself be led away, but points back at the boys.

Faith:  Call me!

The guys are bummed to see her go.

Cut to the packing warehouse.

Balthazar:  Let me tell you what I see.

Cut inside. Balthazar is enormously obese with very pale, pasty, slimy skin. He sits suspended in a tank of filthy water, while one of the Eliminati pours ladle after ladle of it over him in an effort to keep his skin moist.

Balthazar:  I see fear... and remorse... and the pitiful look of faces that cry out for mercy! But what I *don't* see is what I *want* to see, AND THAT'S... MY... AMULET!

Vampire:  Lord Balthazar, we found it! We had it! But the Slayers...

Balthazar:  Already I'm bored.

He holds out his hands, and the air between him and the vampires is suddenly disturbed. The vampire floats involuntarily over to Balthazar, who grabs his throat and squeezes until his neck breaks and he slumps lifelessly to the floor. Vincent watches, extremely worried that he may be next.

Balthazar:  Vincent... Come here.

He wheezes hard as Vincent slowly approaches.

Balthazar:  Closer.

Vincent leans toward him.

Balthazar:  Closer.

Vincent leans close enough to be spat upon. Balthazar puts his hands on Vincent's shoulders.

Balthazar:  Let me tell you... what I want to see.

Cut outside. Faith and Buffy look for the packing warehouse and find it. They look in through a crack in the door and see Balthazar surrounded by the Eliminati.

Buffy:  Okay, we got ten, maybe twelve bad guys and one big demon in desperate need of a Stairmaster.

Faith:  I say we take 'em all, hard and fast and now.

Buffy:  We need a little more firepower than none. We should head back to the library.

Faith:  Well, I guess Jacuzzi Boy isn't going anywhere. (looks around) I just... wish we had...

Across the street at the end of the alley she sees Meyer's Sport and Tackle shop. She points Buffy in that direction.

Faith:  Ah. That is too good.

They head for the store.

Cut to the store. Faith kicks in the front door. Cut inside. They walk through quickly. looking for anything useful to them. Faith finds the Archery counter.

Faith:  Ah. Score.

She spies a small crossbow, complete with 4x optical sights, on display beneath the glass countertop. She breaks the glass with her elbow, reaches in and pulls it out.

Buffy:  Think they're insured?

Faith:  Strangely, not my priority. (checks the trigger mechanism) When are ya gonna get this, B? Life for a Slayer is very simple: (walks to a vertical case) want... (breaks it) take... (reaches in for a set of nun-chucks) have. (stuffs them into her pants)

Buffy seems a bit unsure, but changes her mind when she spies a case of hunting knives.

Buffy:  Want... (walks to the case) take... (stops in front of it) have.

She punches the glass with her fist, and it breaks, disturbing a dagger, which she catches as it falls. She pulls her hand out and turns the blade over in her hand, smiling.

Buffy:  I'm gettin' it.

Faith smiles, too, seeing that Buffy is finally coming around to her way of thinking. She turns around and sees a compound hunting bow under the glass of another display case, and kicks it in. Buffy just gives her a brief glance. Faith pulls the bow out and looks it over, then smiles at her partner in slayage. But before they can get any further, they are surprised by a gunshot. They spin around to see they've been caught by two police officers. They both have their service revolvers aimed at them.

Officer:  Drop the weapons and get down on the ground! Now!

Inside Meyer's Sport and Tackle. The police officer takes a step closer, eyeing the two girls.

Officer:  I said drop the weapons, or I fire.

Buffy slowly reaches her hand out and sets the dagger on a counter. The officer is satisfied, and turns his attention to Faith. She gives in, but isn't as gentle with the hunting bow as Buffy was with the knife, simply extending her arm and tossing it aside. The two officers visibly relax a bit, but keep their guns up and ready.

Officer:  Now spread 'em.

Faith:  (haughtily) You wish.

Buffy's eyes go wide with concern for what Faith might do. The officers tense up again.

Officer:  Hands in the air where I can see 'em. Slow!

Faith smiles at him, but does as she's told and raises her arms over her head. Buffy raises hers as well, but just level to her shoulders.

Officer:  Good. (to his partner) Now cuff 'em.

His partner holsters his gun and reaches into his belt for his cuffs. Faith checks out the one still holding the gun.

Faith:  (to Buffy, smiling sexily) I like him. He's butch.

Cut inside the police car. Buffy and Faith are in the back seat with their hands cuffed behind their backs. A heavy steel mesh separates them from the officers in the front seat.

Officer:  That's some artillery you two were puttin' together. You with one of them girl gangs?

Faith:  (sarcastically) Yeah. We're the Slayers.

The officer laughs. Faith doesn't think it's funny.

Faith:  (quietly to Buffy) You wanna get outta here?

She slouches down in the seat. Buffy realizes what she intends, and isn't at all sure it's a good idea.

Faith:  (impatiently) We can't save the world in jail.

Buffy sees the truth in that, and slowly slouches down also. Faith raises her legs, and Buffy follows her lead.

Faith:  (quietly) One, two...

They both push-kick hard into the steel mesh, making it buckle and tear at the edges and hit the officers in the backs of their heads. The driver loses control of the car, and it swerves screechingly to the left and smashes into a parked car. The damage isn't terribly serious, but the police car's radiator has burst, and the steam rises thickly, obscuring the view. Both officers are unconscious. Buffy climbs out of the front passenger-side door. A moment later Faith comes out as well with one of the officer's keys. They turn back-to-back and fumble with the keys, trying to unlock the cuffs.

Buffy:  (looking at the officers) We should call an ambulance.

Faith:  Five people already have, the racket we made, and they're fine.

She's right. One of them is already regaining consciousness. She gets the cuffs unlocked.

Faith:  Come on. Let's get outta here.

She starts to run, but looks back when Buffy doesn't immediately follow.

Faith:  COME ON!

Buffy sees the other officer start to come to as well. She looks around quickly a last time and runs after Faith.

Cut to Buffy's house the next morning. Cut to the kitchen. Buffy enters through the back door, bringing the paper in with her. She is engrossed in an article, perhaps about the break-in and police car accident. Joyce walks in from the dining room.

Joyce:  Admit it.

Buffy looks up surprised. Her mother leans on the island.