BUFFY
 So what's the big deal? If it's going to 
 cure me, it'll --

Buffy doesn't finish, now she realizes.

 KAREN
 (pointedly)
 Right. We've come this far, I just need a 
 little more time.

 WHISTLER
 We're running out of time --

Whistler hops off from his stool and moves over to a computer. He 
taps at the screen, showing replays of the ritual we saw in 
Pearl's Lair.

 WHISTLER
 You saw what was on that disc.

At that moment, the lights in the workshop flicker, then go out. 
Buffy looks around the room, alarmed.

 BUFFY
 What happened to the power?

 WHISTLER
 (concerned)
 I don't know, but the back-up generator 
 should've kicked in.

A few seconds pass. The back-up generator still hasn't activated. 
Whistler moves to the window --

 WHISTLER
 UV floodlights are down too.

As Whistler reaches for a flashlight we hear the sound of GLASS 
SHATTERING coming from the other end of the workshop. Whistler 
shines the flashlight in that direction. We hear more sounds now 
-- footsteps.

Whistler reaches up into the lamp and pulls out a 12-gauge street 
sweeper shotgun.

 WHISTLER
 Get out of here!

Karen pulls out a handgun. Buffy grabs her .40 Smith and Wesson 
and scans the shadows, eyes alert. We hear a WHISPER, then a 
teasing, GIGGLE.

Whistler moves the flashlight in a slow circle, shining the beam 
over every inch of the room. And just as he's about to complete 
his circuit --

SOMEONE rushes at them!

 BUFFY
 Whistler!!

Buffy fires off a couple of shots. They go wide but one bullet 
manages to catch the leg. The figure groans and Whistler spins 
and levels his shotgun. BANG! The figure falls into the light. A 
MAN. A familiar.

More FOOTSTEPS. Karen looks up and sees one of them on top 
staring down. She fires, the man SCREAMS, and falls off down onto 
the ground. Whistler spots one coming from the shadows and fires, 
repeated blasts. It was a vampire and explodes into bone and 
black oil. He turns to the two women.

 WHISTLER
 I said get out of here!

Suddenly, a shot rings out, and a bullet catches Whistler right 
in the leg. He instantly drops down to one knee in pain.

 VOICE (O.S.)
 Nice place --

Whistler tries to spin, eyes wide. He knows that voice.

DEACON FROST

steps into the pool of illumination thrown off by the flashlight, 
followed by Quinn and several vampires.

 FROST
 Took us awhile to find it!

Frost throws a bone crunching hard right into Whistler, spinning 
him to the floor.

ON KAREN AND BUFFY

Mercury emerges from the shadows nearby and grabs Karen from 
behind, disarming her and twisting her arm painfully. Buffy tries 
to turn and fire but Riven hops in and kicks it away from her 
hand. Buffy tries high kicking, low kicking and punching and 
whatever maneuver she could think of to throw him off. Riven 
blocks with his legs and hands at deft speed. Buffy, with what 
she's learned from Jehonas, sees an opening, feints and lands a 
pretty hard kick to Riven's chest. He staggers, angry and SNARLS. 
Riven realizes that Jehonas has taught her some new tricks.

No need for the usual restraint. Riven strikes quickly, using 
vampire speed to aid, grabs her arm, and twists it behind her. 
Mercury shoves Karen forward to Frost and the others.

ON WHISTLER

He's struggling vainly on the floor. Blood gushing from his 
bullet wound.

 WHISTLER
 Bite me and get it over with.

Frost leans in with a sneer of contempt.

 FROST
 I ain't gonna bite ya, you're not worth 
 it.

Frost kicks him, stomps him to the floor, and kicks him again 
with all of his strength. Karen looks away, sobbing. Frost 
finally stops, leans over, and spits at Whistler's still body.

 FROST
 Get her out of here!

Riven and Mercury drag Buffy away as Frost approaches Quinn and 
the rest of his vampires.

 FROST
 Don't be long.

Quinn chuckles with malicious intent as he eyes the doctor. He 
signals and the vampires to move forward.

EXT. LANDFILL GHETTO - MIRACIA'S CABIN - NIGHT

Jehonas is led to a plywood cabin crowded with candle-lit altars 
-- garish pictures of Saints and demons abound, alongside bottles 
of roots and herbs steeped in alcohol, human bones, voodoo dolls.

MIRACIA sits on a sagging couch outside, clutching a deck of 
well-thumbed Bicycle playing cards. She's ancient, with a 
mouthful of gold-capped teeth and cataract-clouded eyes. Blind.

 MIRACIA
 Is something wrong, my friend?

 JEHONAS
 You're blind --

 MIRACIA
 There are other ways to see. Sit.

Jehonas approaches, cautious. Miracia deals out the playing cards 
on a rickety table, setting them in nine piles which take on a 
cross formation.

 MIRACIA
 Perhaps you have brought me something -- 
 an offering for the orishas?

Jehonas tosses a handful of bills on the table. Miracia nods, 
then flips over the first card in the center pile -- a one-eyed 
Jack. She sighs, grave --

 MIRACIA
 Hold out your hands.

 JEHONAS
 I didn't come here to get my palms read. I
 need something translated.

 MIRACIA
 Show me.

Jehonas removes parchment fragment from his jacket and sets it on 
the table. Miracia traces her fingers over the ancient paper, 
touching her fingertips to her lips.

 MIRACIA
 Sangre. Written in blood.

She runs her hands over each line as if it were written in 
Braille. Some of the candles gutter, then extinguish themselves 
as the wind around them rises.

 MIRACIA
 This is an old tongue, from an old world. 
 It concerns LaMagra.

 JEHONAS
 Who is LaMagra?

 MIRACIA
 A powerful vampire god. This speaks of his
 return.

Miracia's fingers search the parchment again.

 MIRACIA
 -- there will come a Day-Walker.
 (reading)
 His blood will call the Sleeper from 
 beyond the Veil of Tears.

Jehonas stares at Miracia, unmoved.

 JEHONAS
 His blood -- ?

The old woman nods, reaching for a smoldering cigarette.

 MIRACIA
 The Day-Walker's blood is a disparador - a
 trigger, you see? For LaMagra's return. 
 One need only consume it and the spirit of
 his twelve ancestors will settle upon him.
 (reading)
 And the Sleeper will rise from the shadows
 anew, cleansing the world in a Tide of 
 Blood.

 JEHONAS
 (recalling the phrase)
 The Blood Tide.

 MIRACIA
 (nodding)
 Yes. It is said that all who feel its 
 taint will succumb to the Thirst.

 JEHONAS
 That won't happen.

Miracia shrugs, spreading her hands.

 MIRACIA
 The Great Wheel turns, my friend. The Dark
 is rising. How would you fight a shadow?

Miracia sits back, slumping into her chair. The candles have 
burnt themselves down to nothing.

 MIRACIA
 I am tired. 

 JEHONAS
 That's it?

 MIRACIA
 I've told you what I could. What happens 
 comes from who you want to leave behind.

Miracia gestures behind him. Jehonas rises, looking to the 
horizon. As he stands there, the wind picks up, sweeping the 
parchment fragment out of his hand. He tries to snatch it back, 
but the fragment is quickly borne away. He watches it disappear 
into the sky, then turns back --

Miracia is gone. Jehonas glances around him, but she's nowhere to 
be found.

WE PAN BACK, isolating Jehonas amidst the ghostly squalor. From 
our vantage point, he looks like any other homeless phantom.

INT. ABANDONED FACTORY - INDUSTRIAL ELEVATOR - DAY

The Olds pulls to a stop in front of the elevator. Jehonas steps 
out, cautious, SEES none of the outer lights on. No power 
anywhere. He pulls aside his long coat, feels something on his 
leg. He looks down, pulls out the small device that was placed on 
him earlier. He SNEERS, crushes it and rushes towards the 
elevator.

INT. WHISTLER'S WORKSHOP - DAWN

Jehonas steps out from the elevator into the workshop --

The place has been trashed. It looks like a tornado touched down 
in his absence. 

 JEHONAS
 WHISTLER?! KAREN?!!

-- and then he stops dead in his tracks.

A dead body, slumped over, rests on the floor. Jehonas walks up 
and pulls down the collar of his jacket. A glyph. Deacon Frost's 
glyph. Jehonas moves into the main lab area.

Another dead body, sprawled, resting on the floor. Jehonas turns 
to the lab and sees something. Instantly, he takes off his 
sunglasses.

HIS POV: Karen lying face down on one of the lab tables, 
tortured, assaulted, and left for dead. Bleeding scratches 
ravages her body as blood drips over the sides of the table.

Jehonas rushes to the table, picking her up, gently lowering her 
to the floor with him. As he cradles the woman in his arms, 
Jehonas sees the primary wound -- two ragged puncture marks along 
her throat.

Jehonas buries his head in her hair. Kissing her forehead, and 
inhaling deeply. Jehonas fights back tears as he lays her once 
more to the floor. He pulls a stake from his bandoleer then with 
a wretched moan, drives the stake into her chest.

 CUT TO:

Jehonas walks through the lab area. His emerald eyes in a flux of 
sheer anger and heavy sadness. He comes across his restraint 
chair. A body is occupying it, with a large white cloth soaked 
with blood covering its entirety. Near it,

A SHARP VIEW-CAMCORDER resting on a handcart, labeled, "PLAY ME".

Jehonas stops, pushes the cart aside, and pulls the cloth off. 
Whistler is there, prone. Tortured and beaten beyond recognition. 
Jehonas also sees multiple bite wounds around his body. Jehonas 
looks away and closes his eyes to hold off what feels like a 
hundred degrees of boiling rage wanting to be released. Then a 
voice --

 WHISTLER
 (weakly)
 Frost took the Slayer --

Whistler opens his eyes, struggling to speak. Jehonas turns, sees 
him, and goes over. Whistler spasms and coughs, wincing from the 
pain. Jehonas grinds teeth.

 JEHONAS
 Frost --

 WHISTLER
 The disc. We decoded it. Frost is trying 
 to trigger a vampire apocalypse. There 
 some kind of vampire God he's trying to 
 resurrect.

 JEHONAS
 LaMagra.

Jehonas grabs a couple of tissues and wipes off some the blood 
from Whistler's face and neck.

 WHISTLER
 You're the key. He needs your blood. 
 Listen to me, Jehonas. You can't go after 
 him.

 JEHONAS
 Don't talk nonsense.

 WHISTLER
 If Frost gets his hands on you, it's all 
 over. There will be armies of the 
 motherfuckers.

Whistler GROANS loudly in pain.

 JEHONAS
 Frost won't get away with this. He killed 
 Karen. He hurt you.

 WHISTLER
 The doctor? Karen? She's dead?
 (off Jehonas' nod)
 Ah shit. 

 JEHONAS
 Don't move too much --

 WHISTLER
 Listen to me, Jehonas. Take Karen's 
 research, get out of here, and finish it.

 JEHONAS
 That's a hell of a thing for you to say to
 me, Whistler. 

The old man tries to talk, has trouble breathing. Time starting 
to run out for him.

 JEHONAS
 I'll treat your wounds. 

But Whistler is shaking his head.

 WHISTLER
 No. Too far gone, you know that --

Jehonas' at a complete loss.

 WHISTLER (CONT'D)
 -- you'll have to finish me off. Don't want
 me coming back.

 JEHONAS
 I should have stayed behind --

Whistler clutches at Jehonas' arm, his eyes burning with conviction.

 WHISTLER
 Don't you start being weak on me. You've 
 been doing this for centuries. Longer than
 my fucking ancestors' been on this country.
 Allies come and go, you know that. 
 (beat)
 Give me your gun.

Jehonas watches in sadness and still stubborn.

 WHISTLER
 What are you waiting for? Give me the 
 goddamn gun!

Instantly, the MAC comes right out of his hip holster. Jehonas 
places the gun gently in Whistler's hand, gripping it tight.

 WHISTLER
 Now walk away --

Jehonas watches him with pleading eyes.

 WHISTLER
 Walk the fuck away -- old man.

Jehonas spins around and walks off, unflinching as a loud single 
shot rings off from behind him.

INT. JEHONAS' CELL - LATER

Jehonas cues the tape on the camcorder -- Frost's face appears on 
the tiny built-in screen.

 FROST
 Hello, Jehonas. By the time you watch 
 this, Whistler will no doubt be winging 
 his way to Heaven, thanks to your capable 
 hands. If it makes any difference to you, 
 he put up quite a fight.

Jehonas stares. Quinn's face slides into view.

 QUINN
 Hey, man. Your doctor gave us the royal 
 nurse treatment. I got to tell you, she's 
 got a great mouth. But then you probably 
 --

 FROST
 Shut up, Quinn. 

Quinn disappears from the screen.

 FROST
 I'm sorry about your doctor, Jehonas. I'd 
 figured you had a thing for older woman. 
 However, if you want your other 
 significant other alive -- 
 (pulls Buffy to the screen)

 well, whether or not she remains so is 
 entirely up to you. I'll make this as easy 
 as possible for you, Jehonas. You can find 
 us at the Edgewood Towers. We'll be 
 waiting with baited breath.

The tape cuts to static. Jehonas throws the camcorder against the 
wall. It shatters into a dozen pieces.

INT. JEHONAS' CELL - EQUIPMENT RACK - EVENING

Jehonas is pouring liquid silver into a bullet-welding apparatus. 
The silver cools quickly, Jehonas pulls back a lever and a silver 
bullet is there. Jehonas pulls it out and sets it aside to an 
already impressive amount. He starts again --

 CUT TO:

INT. JEHONAS' CELL CORNER - DAY

Jehonas is kneeling, eyes closed, meditating in front of the 
large portrait. Becoming in tune with his inner soul, in 
preparation for another fight.

SCENES CUT BACK AND FORTH NOW

between his equipment and his meditation.

Jehonas loads the newly created silver bullets into several 
magazines. Slaps them in each of his pistols and MAC and cocks 
them.

MEDITATION

Jehonas turns now, his eyes falling on the medical equipment 
Karen brought from the hospital. He moves to the refrigerator, 
removing a canister labeled "SODIUM CITRATE". We can practically 
see the wheels turning within his mind --

moments later,

pours the liquid into several tubes, fitting each of them with a 
cork like stopper, plugging them into metallic syringe-like 
darts. An effective new stake.

CLOSER TO JEHONAS, MEDITATION

Jehonas pulls away the covers of his custom motorcycle. A remake 
of an old Harley Softail Custom.

CLOSER TO JEHONAS, MEDITATION

Jehonas pulls out several boxes from a cabinet, opens them. We 
SEE blue-covered shotgun shells with a special crucifix design 
etched into the cartridge. He loads his shotgun, PUMPING it each 
time. Slides two stakes into the shooting mechanism.

CLOSER TO JEHONAS

as his eyes open suddenly. He stands up, grabs his longcoat and 
MOVES OFF from the screen.

INT. FROST'S PENTHOUSE - INNER CHAMBER - DAY

Sparse decor in a Neo-Japanese vein. Minimalist lighting. The 
walls are glass. Recirculating pumps send a constant stream of 
water cascading down them.

Mercury is lying casually on her couch, biting her nails, 
catching a glimpse at the others. Frost is lounging on his own 
chair with a cigarette in hand, admiring his view of two ladies. 
Buffy, meantime, agitated in her own seat.

Frost leans forward to Buffy, and smiles. Buffy sneers back and 
looks away.

 FROST
 You seem a bit tense -- a bit pent-up 
 maybe? Like you wanna release something.

Buffy makes a face and shakes her head.

 FROST
 No? Jehonas not giving it to you, maybe? 
 He is somewhat human, you know. I kind of 
 think that slayers tend to stick together 
 like that. You know what I mean?

Mercury giggles and watches Buffy's reactions.

 FROST
 I don't know, I just -- I see such a 
 beautiful young woman -- great skin, great
 form. Hard to believe there's a killer 
 instinct under all of that. I like to see 
 you happy, that's all.

 BUFFY
 Is this the part where you offer to turn 
 me?

 FROST
 Well it's either that or a body bag.

 BUFFY
 (pointedly)
 Go ahead, bite me --

FROST'S eyes widen, not the kind of response he was expecting.

 BUFFY
 I'll just cure myself. Karen's done it 
 before. I know the cure. I can do it, too.

 FROST
 There is no cure, baby.

 BUFFY
 There is, if you've been bitten. If you 
 were once -- human.

Frost looks away and takes another long drag from his smoke, in 
doing so, Buffy can see his entire face more clearly. Notices a 
scar.

 BUFFY
 What's up with the scar, Deacon? Any 
 vampire would regenerate from his wounds 
 overnight. Maybe you decided to keep it as
 a pitiful reminder of who you once were. 
 Isn't that right? You didn't want to 
 become one, but you were made into one. 
 You're all the same. You're an infection, 
 a virus, a sexually transmitted disease 
 --

Frost suddenly springs forward to the edge of his seat, mean and 
borderline insanity.

 FROST
 I'll tell you what we are, little slayer. 
 We're the top of the fucking food chain. 
 The Blood God's coming and after tonight 
 you people are fucking history. He's a 
 hurricane. An act of God. Anyone caught in
 his path will instantly be enslaved to 
 him. Everyone you've ever known. Everyone 
 you've ever fucking loved. It won't matter
 who's vampire and who's not. How are you 
 gonna cure the whole fucking world, huh?

Frost gets up and leaves Buffy to her silence.

 FROST
 And Jehonas' blood is the key.

What appears to be a decision suddenly to let humanity go, the 
skin on his cheek ripple and the scar heals itself. An armed goon 
rushes into the room.