QUINN
 Nice, huh? Think I'll ever play the piano 
 again?
 (shrugging)
 You can slice him, you can dice him, but 
 the Quinn-man just keeps on coming!

One of the vampires, CREASE, holds Jehonas' blade for display.

 CREASE
 Check it out! I've got his pig-sticker!

CLOSER TO THE HILT of the blade. The symbols are aligning 
themselves. Then --

ON CREASE, as the sharp mini-blades from within the hilt spring 
out. His hand EXPLODES like a firecracker buried in a tomato. The 
sword clatters to the floor and every vampire starts to laugh. 
Riven shakes his head with a clear expression of annoyance.

 QUINN
 You're a fuck up, Crease! What a fuck up!
 (mocking)
 Check it out! I've got his pig-sticker!

Crease joins in everyone else and licks up his own wound. 
Obviously, not at all caring that there's a stump spurting blood 
with nothing else attached.

 QUINN
 (slaps Jehonas)
 You're just full of surprises, huh?

 RIVEN
 Time to go.
 (pointedly)
 Frost needs him alive.

 QUINN
 Wait a sec. I'm not done.

Jehonas struggles violently, but Quinn is upon him, pounding his 
fist into Jehonas again and again and again -- giving him payback 
with compounded interest. When it's over, Quinn steps back, 
winded --

Jehonas' head hangs down. He gasps, wincing, every breath sending 
a red hot poker to his gut. Quinn grabs a hold of Jehonas' jaw, 
forcing his head up.

 QUINN
 Stay with me, sweetness, I'm not through 
 with you yet.

Quinn looks down at one of Jehonas' legs, sees the bandoleer of 
silver stakes. He tugs one out, admiring it.

 QUINN
 Well, look it here. Silver. Nice 
 craftsmanship. Probably cost you a pretty 
 penny.

He goes over to Buffy and looks her over with predatory eyes. 
Buffy is struggling vainly in Mercury's grasp.

 QUINN
 Now here's a man who takes his job just a 
 little too seriously, don't you think?

Quinn allows the silver stake to wander from Buffy's neck, down 
her shirt, between her breasts.

 QUINN
 Which reminds me, Jehonas, think I owe you
 one --

Quinn spins suddenly and stabs the stake into Jehonas' shoulder. 
Jehonas GROWLS in anger and pain, tries to pull free. Buffy, 
who's being held by Mercury, averts her gaze.

 QUINN
 Actually, if you want to get technical, I 
 owe you two.

As Quinn reaches for another stake, Jehonas starts to laugh.

 QUINN
 Oh what's so funny, bright eyes?

 JEHONAS
 I'm expecting some company.

It's then that Quinn notices the micro ear-coil radio receiver in 
Jehonas' ear. As we MOVE IN on it, we hear a tiny VOICE squawking 
from it:

 VOICE
 (filtered)
 Get down!

Jehonas kicks his feet out, sending Quinn flying backwards. He 
tears free of the vamps holding him and DIVES forward, knocking 
Buffy and Mercury to the ground just as --

BOOM!!! The wall of Pearl's bedchamber EXPLODES INWARD, knocking 
Quinn and the rest of his cronies to their feet.

TIGHT ON WHISTLER standing in the smoking hole where the wall 
used to be, brandishing his cane in one hand and an automatic 
rifle in the other.

 WHISTLER
 Catch you fuckers at a bad time?

He balances the rifle against his hip like an over-the-hill 
gunslinger and OPENS FIRE on the vampires.

JEHONAS gets up and notices Quinn trying to get up. He kicks him 
hard in the face. Quinn crumples back to the floor. Jehonas 
rolls, snatching up several fragments of the parchment which has 
blown free from the vault, and his sword. A VAMPIRE tries to 
block his way but he gets impaled by the blade. Seconds later, he 
and Buffy are fleeing after Whistler, retreating back through his 
newly created exit.

INT. TUNNEL - NIGHT

The three of them find themselves ankle-deep in a flooded sewer 
tunnel running parallel to the archives. Whistler pauses, 
wheezing from overexertion.

 WHISTLER
 Christ, I'm too old for this shit. 
 Somebody get me a goddamn wheelchair!

Jehonas leans against the tunnel wall, GRUNTING as he yanks the 
stake from his shoulder. Whistler gives a quick glance at the 
wound, smirking.

 WHISTLER
 You getting there, too.

 JEHONAS
 Don't even start, old man.

Jehonas scowls to himself at his sloppiness, then pulls out a 
light-stick, snapping it, illuminating the area in a GREEN GLOW 
-- disturbing waves of GLITTERING COCKROACHHHHHES.

Meanwhile, Whistler pulls another explosive device from his 
backpack and sets it against the tunnel wall, arming it.

 BUFFY
 How did you find us?!

Whistler taps a tiny radio headset curled around his ear.

 WHISTLER
 We keep in radio contact.

 BUFFY
 (incredulous)
 You've been listening in the whole time?

 WHISTLER
 You think I let all his talent go to 
 waste? He's the best goddamn tracker 
 out there. Jehonas ferrets their 
 rat-holes out, I map them. Then we blow 
 them all to kingdom come. 

Whistler finishes arming the explosive device. It BEEPS. He turns 
back to Jehonas and Buffy, referring to a handheld navigation 
device.

 WHISTLER
 There's a subway line due East of here. 
 We'd best make tracks.

INT. PEARL'S BEDCHAMBER - ARCHIVES - NIGHT

An EXPLOSION rips through the bedchamber, consuming Pearl's 
squealing mass, mushrooming outward --

INT. BLACK PEARL - NIGHT

The EXPLOSION continues expanding, sending tables, drinks, and 
zaibatsu clientele flying.

INT. TUNNEL - NIGHT

As the group splashes through the water, a FIREBALL chases them 
down the tunnel. They duck into an alcove, narrowly avoiding the 
flames. Whistler WHOOPS with excitement, loving every minute of 
it. But his triumph is short-lived, for now we hear --

-- a deafening chorus of HIGH-PITCHED VAMPIIIRRE WAR CRIES coming 
from behind. Buffy hazards a look back --

THE VAMPIRES surge down the tunnel like a pack of hungry wolves 
on high-octane. There must be a dozen of them now and Quinn is 
right in the lead.

Our trio hustles along, but Whistler stumbles, tumbling and 
sliding down a washout. The steep incline of the washout makes it 
virtually impossible for Whistler to climb back up to the main 
tunnel.

 BUFFY
 Whistler!

 WHISTLER
 Go on, I'll be fine!

Buffy hesitates, but Jehonas yanks her down the tunnel --

 JEHONAS
 He can take care of himself!

They race through the twisting warren of tunnels, taking one turn 
after another, the vampires hot on their heels --

INT. SUBWAY TUNNEL - NIGHT

Jehonas spins around and fires his MAC at full auto, catching 
some of the vampires emerging from the corner. They fall back 
quickly and return fire with their guns. Quinn tries frantically 
to wave off the attack.

 QUINN
 Stop! Stop! Hold your fire! Frost wants 
 him alive!

Jehonas continues shooting, forcing them back, before taking off 
again.

 QUINN
 Go!!

INT. SUBWAY TUNNEL - CROSS SECTION - NIGHT

Jehonas and Buffy stumble out into a larger subway tunnel going 
cross-way. A SUBWAY roars by them, dangerously close, sending 
them against the wall. Pinning them there.

 BUFFY
 What are we going to do?! We're cramped up 
 in here!

 JEHONAS
 Don't worry about it. JUMP!!

The subway goes by, its RED TAIL-LIGHTS disappearing in a turn, 
and Jehonas and Buffy leap into the tracks. They can hear the 
distant SCREECHING of metal as another subway on another track is 
fast approaching.

Quinn emerges with his vampires from the tunnel -- Jehonas turns 
and fires, keeping them back -- Buffy climbs over to the ledge as 
Jehonas follows.

ON QUINN

He looks back out and sees them heading down the tunnel. He can 
hear the SUBWAY getting louder and louder. Quinn makes a speedy 
decision and jumps after Jehonas and Buffy just clearing the 
subway path. The two trailing vampires however get SMASHED by the 
speeding subway --

-- he sees them and charges, knocking Buffy aside and throwing 
Jehonas to a wall. Buffy screams as she rolls over the ledge and 
below, barely missing the subway tracks. Jehonas quickly goes 
over to reach for her, but Quinn is on his feet and pulls Jehonas 
back.

ON BUFFY

She turns slightly and sees RIVEN, MERCURY and other VAMPIRES 
entering a steel trapdoor. Clearly, they're going to get to the 
other side.

ON JEHONAS

Quinn pulls him away from the ledge, but Jehonas quickly kicks up 
and behind, knocking him back. Quinn staggering manages to 
unsheathe Jehonas' sword with his hand. Jehonas, not knowing, 
goes for it and sees Quinn with it.

Quinn lunges and is welcomed with a kick into his abdomen and 
then another to his face. He drops the sword down over the ledge 
--

-- the SWORD stabs into the ground near Buffy's face! Her eyes 
widened in shock. 

ON JEHONAS as he grabs Quinn and throws him against the wall. 
Then an elbow to the chest, then an elbow to the face. Quinn 
grunting as Jehonas knocks him around silly. Buffy emerges from 
the ledge with his sword and stabs up into his thigh. Quinn 
SCREAMS. Jehonas, using the advantage, grabs him by the face and 
presses him into the passing subway -- his FACE getting mangled 
and mauled by the speeding train. Releasing his hold, he punches 
once, twice, and thrice at his newly deformed face. Buffy tosses 
up the sword, which Jehonas grabs and slices. Quinn reflexively 
raises an arm --

THUNK! Jehonas brings the sword down on Quinn's good arm, cutting 
it off at the wrist! Quinn screams again, clutching his new stump 
and runs off down the tunnel.

THE AMPUTATED HAND dissolves into its black substance as it falls 
past Buffy's head.

Jehonas pulls up Buffy to the ledge -- but more vampires are 
still coming, with Riven leading! Crawling along the tunnel walls 
on all fours, limbs a blur, claws striking the concrete and 
spewing out sparks. Closing fast. Too fast.

Jehonas makes a quick decision and grabs Buffy by her waist, 
forcing her close to him.

 JEHONAS
 Hang on tight.

 BUFFY
 What are you going to do?

She sees that the rear-passenger car of the subway is about to 
pass and it dawns upon her.

 BUFFY
 Oh my God --

Just as the last car whips right by, Jehonas shoots out his arm 
and grabs hold! Instantly, they are pulled with the subway down 
the tunnel leaving the vampires behind.

Jehonas SMASHES his fist through the emergency exit window, then 
lifts Buffy up, helping her climb through into the car --

-- he looks back to see that the vampires are slowly losing 
ground with them. He turns and climbs through the window --

INT. SUBWAY CAR - NIGHT

Buffy helps Jehonas inside. He sinks to the floor of the 
otherwise deserted car, exhausted. Grimacing, he clutches his 
shoulder and groans in agony and pain.

 BUFFY
 What's wrong?

 JEHONAS
 (gasping)
 It's dislocated --

Buffy checks on him and takes hold of his elbow and shoulder. 
Jehonas looks up into her eyes and nods. CRACK! She pops it back 
in place. Jehonas SCREAMS in pain. He's looking ashen now. The 
whites of his eyes are shot through with red.

Buffy gets a good look at Jehonas' wounds -- the front of his 
armor is soaked in blood. She reaches for him --

 BUFFY
 You're bleeding a lot --

 JEHONAS
 Nothing that won't heal by dawn.

Jehonas reaches into his jacket and pulls out the small, gas-
powered pistol-injector we saw Whistler inject him with earlier. 
He tries to load one of the ampoules into it, but because of his 
wounds, he's not having much luck.

 JEHONAS
 I need help with this --

Buffy nods, inserting the ampoule into the gun. Jehonas shrugs 
off his jacket, holds out his arm. Buffy pauses.

 BUFFY
 What is this?

 JEHONAS
 (weakly)
 Serum -- it's a human hemoglobin 
 substitute. Put it here.

Jehonas points to a vein. Buffy presses the injector against it 
-- Jehonas tenses, grits his teeth, fights to keep his body 
thrashing as the serum enters his bloodstream.

 JEHONAS
 Now get away from me!

Jehonas waves her off and heads for the corner. He grips the wall 
behind him -- actually digs his nails into the metal surface -- 
the agony he's going through is excruciating, like nothing we 
could imagine.

When it's over, he slumps forward, spent, vulnerable, flushed 
with sweat. Buffy stares at him.

 BUFFY
 You're one of them, aren't you?

Jehonas struggles to get back to his feet. Although very weak, he 
does and rests against the wall.

 JEHONAS
 No --

Jehonas looks up at Buffy, filled with self-loathing.

 JEHONAS
 -- I'm something else.

Off Buffy's startled reaction as we --

 DISSOLVE TO:

INT. WHISTLER'S WORKSHOP - LATER THAT NIGHT

Blackness as a bunch of equipment and a desk blocks our view. We 
can hear Whistler talking in the b.g.

 WHISTLER (O.S.)
 His mother was attacked by a vampire while
 she was pregnant. Ultimately, she died, 
 but her unborn child lived. Unfortunately,
 he'd undergone certain genetic changes 
 while in the womb.

We now move around the desk to find Whistler, sitting, and Buffy 
also sitting nearby, listening attentively. Whistler reaches for 
a pack of cigarettes, pulls one out. He thumbs a match, fires up. 
Takes a long drag.

 WHISTLER
 His name is Jehonas Ruthvenas; born and 
 raised in what was then Old Rumania. He's 
 got quite a reputation in the vampire 
 community. Been killing and slaying 
 vampires since the early 1800s. He's 
 immortal, like the others.
 (off Buffy's nod)
 Nearly wiped out an entire clan in 
 Northern Europe all by himself. Took out 
 some of the most dangerous vampires known 
 in their bloody history.

 BUFFY
 Does he do it because of his mother?

Whistler nods and takes another drag from his cigarette.

 WHISTLER
 He found the vampire that killed his 
 family over two hundred years ago. I think
 in a couple of days it'll be the two 
 hundredth and second anniversary for him. 
 He likes to keep that day sacred.

 BUFFY
 Well what motivates him to continue? I've 
 only done this for like a couple of years 
 and already I'm looking for a retirement 
 plan.

 WHISTLER
 He'd thought about just leaving it as it 
 is. Considered living a normal life, too.
 (beat)
 But he's the line between us and them. 

Whistler studies Buffy, exhaling another lungful of smoke.

 WHISTLER
 Jehonas is unique, you know. A one in a 
 trillion anomaly. He can shrug off most 
 wounds, and even withstand sunlight. He 
 can eat, drink, and breathe if he wanted. 
 He can function almost exactly like us.

 BUFFY
 So he isn't totally -- dead.

 WHISTLER
 (chuckles)
 Clinically? No. 

Whistler takes a flask of gin nearby and downs a gulp.

 WHISTLER
 By dawn, tomorrow, all of his wounds will 
 be healed. You see, he inherited their 
 regenerative powers. Unfortunately, being 
 he can regenerate, he also inherited their
 Thirst.

 BUFFY
 Is that why he needs that serum?

 WHISTLER
 That's right. The Thirst overcomes him, 
 just like the others. It's not something 
 he can control. 
 (sighs)
 He's hunted like the others before. Deep 
 down in him he wants to stop it. Some 
 fifty years ago he met a man over in 
 London that studied his kind, a Watcher. 
 He helped Jehonas create a temporary 
 substitute for blood. The problem is 
 vampires have an unique immune system 
 against this treatment. His body gradually
 rejects the serum. 
 (to Karen in back)
 Dr. Walker --

Buffy looks back and sees Karen busy working over notes. Like 
Jehonas, she's young. Like Jehonas, it's only a mask to hide a 
history of horror for several lifetimes.

 WHISTLER (O.S.)
 She created the first lengthy serum.

Buffy turns back to regard Whistler.

 WHISTLER
 So far, all of our efforts to find a more 
 stable one have ended in failure. It's 
 only a matter of time before he weakens. 
 Nights like this when he gets wounded 
 doesn't help. Which is why we would like 
 you to help. You're a Slayer. We could use
 someone with your experience until we can 
 find a way to help Jehonas, and maybe find
 a cure along there.

A silence passes between them and Buffy knows where she stands 
now. In for a penny, in for a pound.

 BUFFY
 Why do you hunt them?

 WHISTLER
 Habit, mostly, just like this.

Whistler gestures with his cigarette. Buffy chuckles quietly. He 
finally stubs it out, his wistful reverie vanishing like so much 
smoke.

 WHISTLER
 Like Jehonas, I had a family once -- a 
 wife, two daughters. My oldest one was 
 about your age. Then a drifter came 
 calling one evening. A vampire. He toyed 
 with them first. He made me choose which 
 order they would die in --

Buffy stares at Whistler, shocked.

 BUFFY
 How did you escape?

 WHISTLER
 I didn't. He was cruel enough to let me 
 live.
 (slapping his brace)
 Even gave me a souvenir to remember him 
 by. I owe Jehonas one. 

 BUFFY
 What about Karen? Why does she --?

Whistler looks by Buffy, at Karen. She's still working hard on 
her research. He shakes his head, disappointed.

 WHISTLER
 She's a med graduate from around here. 
 Bright future, too. A job lined up and 
 about to get married. Kids planned 
 somewhere in there. 

Buffy looks back with Whistler at the doctor.

 WHISTLER
 Then one night changed it all. They were 
 attacked by Frost and his goons.
 (beat)
 They tortured her. Draining the blood of 
 her fiancé a little at a time, making him 
 bleed to death. Finally, he had his entire 
 gang throw themselves on him. She watched 
 all of this being held down. We came too 
 late. Killed most of them, but Frost got 
 away. She was brought here, just like you.

Buffy nods -- it's all falling into place for her now.

 WHISTLER
 It's a brutal world but it's getting worse.

 BUFFY
 Because of Frost?

 WHISTLER
 There's something going on within the 
 vampire ranks. Something big and I'm 
 willing to stake my life that son of a 
 bitch is at the center of it.

 CUT TO:

EXT. EDGEWOOD TOWERS - PENTHOUSE - NIGHT

Frost stands at the window, looking out at the glimmering 
cityscape before him.

INT. FROST'S PENTHOUSE - NIGHT

Frost turns away from window. The surviving vampires from the 
Black Pearl stand before him. Quinn is being bandaged up by one 
of the young vampire girls. He is whopping mad and so is Mercury.

 QUINN
 Was it my fucking fault he got us by 
 surprise?!!