FADE IN: OPENING CREDITS OVER QUICK CUTS:

INT. MEREDITH AND WILSON'S BEDROOM –

DAWN PUSH in on a sleeping couple in the dark.

The ALARM CLOCK reads 5:59 AM.

The woman's eyes open a second before the alarm beeps and turns it off. She grabs a glass of water on her bedside table and drinks it. Climbs out of bed past typical bedside photographs (wedding, vacation, etc.). This is MEREDITH GREY: 30, sharp and prettier than she knows.

INT. GYM SWIMMING POOL - MORNING

Meredith slides through the water. Swimming cap on, goggles. Her STEADY BREATHING takes us in and out of the water. Something unsettling about this sound. Something slightly unsettling too about her detached manner. A person on autopilot, recognizing only the water and the perfectly aligned lap stripes leading her path. Like graphic metaphors for her own conscience: flat. She emerges from the pool and self-consciously wraps herself in a towel.

INT. COFFEEHOUSE - MORNING Meredith pays for a pair of coffees and a newspaper.

INT. KITCHEN – MORNING

Meredith's husband WILSON GREY (older, a superficial analysis would suggest a father figure) serves breakfast.

Miranda smiles thank you and goes back to studying a case file. He sips from his takeout coffee and reads the newspaper. A pleasant domestic scene. It's 8:00 AM. EXT. ST. ANNE'S HIGH SCHOOL PARKING LOT - MORNING

Meredith's Volvo pulls in as students amble up the steps. Wilson kisses his wife and hops out. Exemplary carpoolers. Students are already chatting him up as Meredith drives off.

EXT. WOODWARD INSTITUTE - ON A SURVEILLANCE MONITOR Meredith's car at some sort of guard gate. A BUZZER lets her in. As the car drives past we read the plate on the wall: (CONTINUED) "WOODWARD FORENSIC INSTITUTE" The gate shuts behind her with certain finality as we... Stark walls. Simple decor. Bookshelves packed with the according psychiatric tomes and diplomas. Miranda faces a troubled young mess of a woman, CHLOE: charismatic, deranged and forever trying to provoke. Mid-session:

MEREDITH: This is your stepfather who came to visit you?

CHLOE: My stepfather? No. He's dead. (Beat) I killed him. Miranda tries not to act surprised at this breakthrough. Responds with the even keel of a trained psychiatrist.

MEREDITH: That's the first time you admit it.

CHLOE: So? There's a first time for everything.

MEREDITH :(jotting this down) It means you're finally past the denial stage. This is good, Chloe.

CHLOE: I never killed anyone who didn't deserve it.

MEREDITH: You only killed your stepfather as far as I know.

CHLOE: I should've taken care of my mother. She knew all along. You remind me of her.

CONTINUED: INT. WOODWARD INSTITUTE – MEREDITH'S OFFICE - EVENING 2.

MEREDITH: I remind you of your mother?

CHLOE: Always so put together. Like the way you organize your papers and the way no man comes near –

MEREDITH: (getting her back on track) Let's get back to your visitor last night.

CHLOE: The Devil.

MIRANDA: All right, the Devil. Why would the Devil visit you? It's already hell in here, what would he have to gain?

CHLOE: He came to hurt me…or kill me. Before Miranda can analyze that one, the room LIGHTS FLICKER AND DIE. Darkness. Miranda's breathing speeds up.

CHLOE: He grabbed me by the hair while I couldn't move. Suddenly it went out, now the POWER RETURNS. A visibly uncomfortable Miranda checks the clock.

MEREDITH: That's it until Monday. Try and get some sleep tonight, okay? CHLOE: Sure, Doctor. (Leans in) Crazy people hear messages from doctors. Not the Devil. You know that, right?

MEREDITH: I didn't say you were crazy.

CHLOE: You don't have to say it. She almost doesn't seem crazy when she says this. Almost.

TWO ORDERLIES appear at the door. Miranda nods for them to escort Chloe. Chloe shakes their hands away from her, strides off dramatically. The princess of the asylum. Miranda locks her office, armed with paperwork. The end of another workweek.

DR. PETE GRAHAM, a good ten years older and Miranda's best friend on the job, approaches.

PETE Dr. Grey.

MEREDITH: Dr. Graham. They walk along with the easy confidence of colleagues who not only respect each other, but also enjoy each other. A lot. PETE: Power went out again in our wing.

MEREDITH: (knows what's coming) Same here.

PETE: It's not shrink-appropriate to be afraid of the dark, you know? MEREDITH: You're not shrink appropriate and you're about to get promoted. Everybody's afraid of something.

PETE: What am I afraid of?

MEREDITH Yourself. At least you should be. What are you up to this weekend?

INT. WOODWARD CORRIDOR - LATER 4.

PETE Write a little country music, decline invites to grand social events, drink myself to sleep - the usual. You?

MEREDITH: Wilson wants to look at some Real Estate up at Willow's Creek.

PETE: Again?

MEREDITH: He thinks it's fun.

PETE: So is golfing, I'm told. Who was your six o'clock?

MEREDITH: Chloe McGrath - talk about trying to empty the ocean with a teacup. She's a mess.

PETE: I hear Manhattan's full of them.

MEREDITH: Don't start with that. I already turned down the job. We're staying.

PETE: Good girl.

They have reached an office marked "DR. PHILLIP PARSONS DIRECTOR" and peer in to see Parsons (50's, distinguished, commands respect from everyone) on the phone. He gestures for Pete to sit. Miranda is about to exit when he covers the mouthpiece –

PARSONS: Meredith, my wife keeps wanting to set that dinner with you and Wilson. Are you free tonight?

MEREDITH: He's stuck at a school board meeting. Parsons looks through his appointment book.

PARSONS: You've been here a year already, Dorothy's starting to take this personal. How's next Wednesday?

MEREDITH: Next Wednesday it is, Phil. He nods at her with a smile and returns to his phone call. Meredith drives off, leaving the majestic grounds behind. A GUARD waves her off. Meredith slows down at the sight of colored lights up ahead. A knocked-down telephone post blocks the road. EMERGENCY VEHICLES at the scene. A patrolman waves her down. SHERIFF RYAN, 40'S, recognizes her and ambles over.

MEREDITH: Anybody hurt, Sheriff?

SHERIFF RYAN: Nah, telephone post just decided to fall. It'll take us a while to clear this up so I'm afraid you're gonna have to take the long way home, Meredith.

MEREDITH: If you say so.

SHERIFF RYAN: And tell your husband he owes me a phone call. MEREDITH: Will do. Wouldn't want him in trouble with the authorities. SHERIFF RYAN: That a girl. The law never sleeps and all that. You take care now. He taps on her hood and heads back to the site. She shifts into reverse and makes a U-turn. Meredith drives down the curvy road toward an old bridge. Something definitely creepy about this deserted place – Meredith dials a number on her cell phone, gets the machine. MIRANDA (into phone) Hi, it's me. Are you there? Pick up, pick up. I'm on my way but I just got detoured so I'm... A bump on the road makes her drop the phone on the passenger seat. She reaches for it and when she looks up we see: A TEENAGE GIRL: stands smack in front of him. About to get pummelled by her. Miranda swerves to avoid her and slams into the railing. METAL SCREECHES as she struggles to regain control of the car and finally BRAKES TO A HALT - She looks in her rearview mirror: the girl is standing back there. Drunk or high or in any case completely out of it. MEREDITH: (into phone) Stay on the line. Don't go anywhere. The weirdest thing just - (the phone cuts out) Hello? Hello?. She stares at the dead phone. Punches the buttons on it. No go.

MEREDITH: Wonderful. She tosses the phone on the seat and hops out of the car. Meredith cautiously approaches the girl, who is now not moving. Just standing there. Her back to the camera.

MEREDITH: Hello? Are you hurt? Hello? Nothing. As camera get closer you see she is covered in bruises. Clearly something horrible has happened to her.

MEREDITH: Were you in an accident? Were you attacked? It's okay, I'm a doctor. (beat) My name is Meredith Grey... And now she turns. Young, seventeen tops. Busted lip, black eye. Meredith pulls off her coat, wraps it around the girl –

MEREDITH: You're in shock right now, that's perfectly natural. I'm going to get you to the hospital. Okay? The girl suddenly grips Meredith's arm. Hard. MEREDITH: Don't be scared. It's going to be fine. Now the girl is touching Miranda's face. Her movements desperate, smothering. Like the movements of a drowning person. Miranda tries to push the girl's hands back down. MEREDITH: Hands off me, okay? Tell me your name, do you remember your name? The girl tries to speak but no words come out. Instead she produces a strained, wettish sound. And now she is prying Miranda's mouth open and she's much stronger than expected and Meredith is panicking - MEREDITH What are you doing? I'm trying to help you -?! The girl opens her own mouth wide like a snake. And as Meredith muffles a scream, blood starts leaking out of the girl's eye sockets and from wounds all over her body. SLAM CUT TO: Meredith wakes up in a cold sweat. Just a bad dream. A beat. FAINT at first but GROWING LOUDER, we hear a REPETITIVE SOUND outside. Like an ECHO of some sort, but vaguely familiar: THWIP, THWIP, THWIP. Meredith takes a deep breath, reaches for the glass of water on her bedside table. Except... it's not there. She turns to her husband but he's not in the bed. And now she glances around the room and realizes this is not her bedroom. She climbs off the bed and walks in the dark. Trips over something. A TRAY that CLANGS LOUDLY. Her heartbeat goes haywire. She feels her way along the wall to a small opening in the door. A glass pane. She peers through the glass at the empty corridor outside, realizing what this must mean, realizing she's inside a cell. She jiggles the handle and pounds on the door, frantic - MIRANDA Hello? Somebody help me! CAMERA SOARS through the tall iron gates, past the guard. Now we spot the source of our continuing THWIP THWIP sound: sprinklers watering the impressively-kept gardens. The expansive complex is more Victorian campus than drab prison, with separate wings (male and female), research units, libraries, gym and volunteer outpatient center. CONTINUED: INT. BEDROOM - DAWN EXT. WOODWARD INSTITUTE - ESTABLISHING - DAY 9. A bored group of female patients listen to a social worker lecturing them. A janitor mops a long corridor. Patients study at the library under the watchful eye of orderlies. A doctor and two orderlies hold down a patient having an epileptic fit (we'll soon know her as SHELLEY). They force a biting block in her mouth to avoid her swallowing her tongue, prepare a syringe. Institute director Phil Parsons at a meeting with other doctors, discussing a patient's progress on a chart. Now we are MOVING up the main building's wall and THROUGH large windows into - Pete rushes up two steps at a time, passing by a NURSE WITH A CART OF MEDS, who nods respectfully as he goes - An ORDERLY unlocks the door for Pete. Through the glass pane he can see a visibly upset Meredith arguing with the head nurse: a tough as nails woman in her 50's:

IRENE. Sleeping beauty is awake. Peter forces a smile, enters –

MEREDITH: Peter, what the hell is going on? Pete nods at Irene: it's okay, I'll take it from here.

PETE: How do you feel?

MEREDITH: How do you think I feel? Is this a joke? Peter is half-listening to her, half-signaling to the nurse with the meds to come in. Miranda catches all of this, growing more agitated. She wears the uniform all patients wear: a white T-shirt and sweats. Her wedding ring is gone.

MEREDITH: What are you doing?

PETE Giving you something to calm down.

MEREDITH: I don't need to calm down. What I need is an explanation Pete grabs the meds from the nurse. Irene and the attendant step closer to help. Miranda feels them closing in on her. Peter's tone is infuriatingly gentle: PETE Just take this and we can sit down and chat.

MEREDITH: Why here, why not in my office? She looks at the silent faces around her. No sympathy. Or maybe too much sympathy. Either way it's unnerving.

MEREDITH: I don't want an anticonvulsant, at least give me Valium.

PETE: (nods at nurse) Fifty milligrams.

MEREDITH: Crap, you're gonna knock me out? Ten milligrams.

PETE: (final offer) Twenty. The nurse complies. Meredith stares at the meds, trying desperately to put this into some kind of perspective. MEREDITH: How would you feel if you woke up in a goddamn cell, dressed like this?

PETE We can discuss it at length after you take your meds. Awkward nods from Irene, the nurse and the attendant. Pete holds Meredith gaze. Meredith takes her meds

MEREDITH: Okay. This better be good. Pete motions for the others to leave them alone. One by one they file out and lock the door behind them. Meredith paces. Alone with Pete, she is even more upset.

PETE Meredith, this is very awkward. Technically I shouldn't even be treating you but the court has granted us a waiver until you're transferred. So whatever is said here won't leave this room. I won't tell Parsons, I won't tell anyone.

MEREDITH: I want to talk to my husband.

PETE: You can't do that. Sit down, please. Try to relax.

MEREDITH: Why would I pretend to be in any way relaxed?

PETE: I understand you're upset. But we need to put some things in order. MEREDITH: Two massive understatements. He hesitates, unsure where to begin.

PETE: How long have you been here?

MEREDITH: (laughs) What is this? Why are you doing this to me?

PETE: Just answer the question. Humor me.