FROST'S GOON
 We've got an intruder!!

EXT. SKYSCRAPER ROOFTOP - DAY

JEHONAS' POV: A telephoto view of Frost's penthouse. The windows 
are polarized, blocking out the sun's harsh rays.

Jehonas lowers a pair of binoculars. He's standing on the roof of 
a building across the street. He turns to his motorcycle and 
kicks it into gear, sending pebbles and dust into the air --

INT. FROST'S PENTHOUSE - LOBBY - DAY

An ALARM is ringing. SWARMS of VAMPIRE GUARDS and FAMILIARS flood 
into the main lobby with raised automatic rifles and assorted 
shotguns. The area is surrounding by glass walls, like the 
penthouse, with water cascading down on them. In the center is a 
large translucent WATER FOUNTAIN that goes up past the ceiling to 
the floors above. They spread out, HEARING the roaring noise of a 
nearby motorcycle.

INT. FROST'S PENTHOUSE - DAY

More goons prepping themselves. Rifles CLICK. Quinn is clearly 
nervous, shifting from one foot to the next while Frost is busy 
putting on a headset microphone.

 QUINN
 I don't think you understand, Deke. This 
 guy is fucking totally badass. It - It's 
 like you got twenty guys all around him, 
 surrounding him, and he's got this shitty 
 throw --

 FROST
 -- yeah, yeah, got the shitty throw -- got
 the sword --

 QUINN
 -- yeah, he's got this sword and he does 
 this --

 FROST
 -- and does that --

 QUINN
 -- and he throws it up in the air --

 FROST
 -- and he throws it up in the air, he 
 turns around, catches it, does this, does 
 that --

 QUINN
 -- and he also has like this --

 FROST
 Shut the fuck up! Look, make it happen, 
 okay? It's one guy on foot.

INT. FROST'S PENTHOUSE - LOBBY - DAY

The GUARDS carefully scan around the room. The NOISE rising to an 
unbearable crescendo until,

CRASH!! Jehonas' bike smashes through a glass wall from behind 
the fountain. Shards of glass rain down upon the guards.

 VAMPIRE GOON #2
 Get him!

Jehonas pulls out his MAC and fires in a sweeping pattern. An arc 
of fiery silver death, as he catches every one of them from 
behind the fountain, and behind the glass walls. CLICK!! Jehonas 
holsters his MAC, pulls out the shotgun from his bike, PUMPS to 
load and FIRES. No mercy in his face as he fires repeated blasts, 
advancing, and firing.

A guard tries tackling him from behind. Jehonas spin kicks his 
face, flipping him to the floor. More shotgun blasts. Guards and 
familiars left and right crumble to the floor. CHANK!! Shotgun's 
finished. The remaining guards try to fire back. Jehonas whips 
out both of his pistols and leaps to one side of the fountain, 
avoiding the fire.

CLOSER ON GUARDS

Jehonas appears out of nowhere from inside the fountain and fires 
away with his handguns. Catching everyone of them with surprise.

INT. FROST'S PENTHOUSE - DAY

Frost is heading towards the elevator, very agitated and annoyed. 
Hears the muffled sounds of gunfire and screams over his headset.

 FROST
 Why am I hearing gunfire, huh? Did I tell 
 anyone to shoot? I need him alive!

INT. FROST'S PENTHOUSE - LOBBY - DAY

CLOSE ON A WOUNDED GUARD

He's in terrible pain, crying for help.

HIS POV: Jehonas emerges from the waterfall with two smoking 
handguns, SEES the wounded guard, and raises his .44 Eagle to his 
head.

 WOUNDED FROST'S GOON
 No! No! Please! I just work for him!

A FLASH FROM THE PAST as Jehonas remembers Karen's dead body, and 
Whistler's dead body. BANG!! Jehonas fires, drops both his 
handguns and moves off.

INT. FROST'S PENTHOUSE - DAY

Frost hears the gunfire die from his headset.

 FROST
 Jesus Christ. Lock this place down.

 VAMPIRE GOON #3
 Yes, sir!

INT. FROST'S PENTHOUSE - CONTROL ROOM - DAY

The guard rushes into the control room with multiple panels and 
LEVERS surrounding the cement block walls. He runs to each one, 
throwing the switches up.

EXT. FROST'S PENTHOUSE - DAY

Steel curtains descend down on each window, sealing them off from 
any entry or exit.

INT. FROST'S PENTHOUSE - HALLWAY - DAY

Jehonas now is without his long coat, having long abandoned it 
from the lobby gunfight. To Jehonas' right is the inner chamber 
with the "waterfall" walls. He notices the windows are being cut 
off from escape.

A VAMPIRE leaps at him. Jehonas spins, flipping the vampire over 
his shoulder, sending him straight through one of the other 
windows just as the curtain descends --

EXT. FROST'S PENTHOUSE - DAY

The vampire tumbles earthward, SCREAMING as the sun's rays ignite 
his body, falling like a human comet.

INT. FROST'S PENTHOUSE - HALLWAY - DAY

Jehonas turns a corner and sees TWO FRATERNAL TWIN VAMPIRES. 
Brother and sister, each armed with long ELECTRIC cattle prods.

THE TWINS

snarl as Jehonas readies his combat stance. The SCREAM! One of 
them uses the wall as a catapult to leap by Jehonas. Jehonas 
blocks his attacking hand and punches up, catching the throat, 
and throws him behind. The SISTER screeches in fury and tries 
jabbing the prod into his chest. Jehonas steps, grabs her arm, 
and in the motion roundhouse kicks her in the back of her head. 
She lands against the wall hard. The BROTHER gets up and charges, 
sending multiple slashes and stabs. Jehonas blocks and parries 
and in one quick movement, pulls out one of the sodium citrate 
STAKES and jabs it into his eye. He SCREAMS and falls back. The 
sister sees her brother go down, and attacks with more 
determination. Jehonas knocks aside her cattle prod and pulls out 
another stake, jabs it into her heart and throws her up against 
the wall. Jehonas moves away and heads down the hall.

The REACTION, catastrophic. Their bodies ripple and morph, 
bleeding red, taking on characteristics of liquid. They continue 
SCREAMING as their bodies begin to expand! Flesh and skin 
bubbling from over expanding pus until, BOOM!! Their bodies 
explode in a fountain of flesh and blood, one after the other, 
behind Jehonas.

Jehonas checks left, and heads right into another hallway.

Up ahead are a set of steel doors. Jehonas listens for noise, 
then pushes the doors open.

INT. FROST'S SLEEPING CHAMBER - DAY

We are in a windowless, vault-like room with a single high-tech 
STAINLESS STEEL SARCOPHAGUS dominating the middle of the far 
wall. Think of a hyperbaric coffin, a bed-like structure with a 
steel covering on top.

Jehonas notices Frost's laptop on the table. He grabs the lid and 
looks, a replay of the ritual. Twelve symbols of the twelve 
houses surround Frost's symbol. Another figure stands on top, red 
lines descend from that figure down to the twelve and a wall of 
red expands from the middle. Jehonas narrows his eyes.

Suddenly, a PNEUMATIC HISS from behind him, the lid of the bed 
rises. Jehonas spins and looks.

As the lid rises higher, it reveals more of the occupant within, 
Jehonas moves his hands to his MAC, ready to draw and fire - only 
it's not Deacon Frost who rests within, it's --

THE FEMALE VAMPIRE ELDER,

dressed in a very transparent nightie. She opens her eyes, and 
sits up, notices Jehonas staring at her.

ON JEHONAS

He stares, removing his sunglasses, uncertain, confused.

A FLASH from the first scene of Jehonas' mother dying. Then the 
female vampire elder again, and another flashback. The scene 
becomes more clearer now. It's Alyssa. His mother!!! Although 
some two hundred years have passed since the events of our 
prologue, Alyssa looks exactly the same - vibrant, beautiful, 
full of life. Her eyes moist, wanting.

 ALYSSA
 Jehonas?

Jehonas gasps, uncomprehending. He circles around her bed.

 JEHONAS
 But you died --

Alyssa rises from the sarcophagus, tears staining her cheeks.

 ALYSSA
 I know. I came back.

Jehonas falters, his mind reeling. What he's seeing is 
incomprehensible - his mother is dead. Yet, here she is in the 
flesh, reaching out to him.

 JEHONAS
 That's impossible. After all these years, 
 I would've known --

 ALYSSA
 It's not impossible, Jehonas. I've slept 
 for many years, but the House your father 
 once served brought me back to life, long 
 after you left your country. And they
 welcomed me.

Mother and son both stare at each other, unsure how to react 
until,

A TRIO OF BLACK-CLAD VAMPIRES

led by Mercury step from the shadows where they'd been waiting 
all along. They're armed with tasers which they fire en masse --

Jehonas is hit by the taser darts from all sides. He writhes as 
electricity courses through him, then collapses in a heap. He 
labors to lift his head, looking up at Alyssa --

As if on cue, Frost appears at Alyssa's side, wrapping a 
proprietary arm about her waist, kissing the nape of her neck. 
She leans into him -- an act of practiced intimacy.

Jehonas roars at the sight, grabs a nearby VAMPIRE, tossing him 
aside. Another tries stabbing him with the taser, Jehonas blocks, 
grabs the weapon away and impales it on the vampire's head. 
ANOTHER VAMPIRE lunges, Jehonas kicks him hard into his stomach 
area, and another kick to his face. He spins --

 JEHONAS
 Mother?!

Soon, a swarm of them surround Jehonas and start shocking him 
from all sides, sapping his strength. He collapses to his knees, 
still struggling --

 FROST
 Jesus Christ, I thought you'd be happy. 
 You haven't seen your mother for what? Two
 hundred years? And you act like this?

Jehonas continues to struggle to his feet, only to be zapped back 
to the floor.

 FROST
 Give it up, Jehonas. It's over. She's one 
 of us.

 ALYSSA
 Listen to your brother, Jehonas. It's 
 going to be a better world.

Jehonas stares at Alyssa uncomprehending.

 FROST
 Don't look so surprised, Jehonas. You've 
 spent your whole life looking for all 
 those people that were responsible for 
 your parents' deaths. Well, I'm one of the
 ancestors. And my creator? Here she is in 
 her glowing form.

Jehonas' eyes widen in shock. Frost simply laughs.

 FROST
 That's right, Jehonas. We're blood 
 brothers.
 (smiling)
 And here we are! One big happy fucking 
 family. Ironic, isn't it? 

Frost swings his taser into Jehonas' skull. Everything goes 
black.
 
INT. ARMORED TRUCK - NIGHT

FADE IN as Jehonas opens his eyes, still groggy, his face beaded 
with sweat. Feverish. His hands have been bound tightly behind 
his back with manacles and chains.

Buffy sits nearby, watching him. From the steady rocking motion 
and the SOUNDS of traffic outside, it's evident that they are in 
the back of a moving truck.

 BUFFY
 Are you all right?

 JEHONAS
 (weakly)
 I've been better. How long have we been 
 driving?

 BUFFY
 (shaking her head)
 I don't know. I woke up just before you 
 did --

As he struggles to sit up, she crosses over to him. Jehonas shuts 
his eyes for a moment, fighting a wave of pain.

 BUFFY
 Is it bad?

 JEHONAS
 We get out of this alive, maybe I'll 
 consider taking that miracle cure of 
 Karen's.

Buffy doesn't respond. Instead she looks away. How in the world 
is she supposed to tell him this?

 BUFFY
 (quietly)
 There's one catch --

 JEHONAS
 What are you talking about?

Buffy forces herself to meet his gaze.

 BUFFY
 Karen told me this when we were working on
 your serum. If it works on you, you'll 
 lose all of your powers -- your strength 
 and your ability to regenerate. Everything.
 You'll be completely human.

Jehonas stares at Buffy, disbelieving. Who could imagine a more 
horrifying irony? She's crying now. She can't help it.

 JEHONAS
 Beautiful.

 BUFFY
 I'm so sorry.

Jehonas' head sinks, the last vestiges of hope draining out of 
him.

And then, as if the final stake were being pounded in, the truck 
lurches to a stop. We hear the ENGINE being killed, then 
FOOTSTEPS approaching, and then a series of BOLTS BEING SHIFTED 
as --

-- the back of the truck is thrown open. Alyssa stands there, 
grinning, flanked by several dozen VAMPIRE ASSOCIATES are there, 
armed to the teeth.

 VAMPIRE GOON #4
 Get moving!

EXT. THE BANK OF EREBUS - NIGHT

Jehonas and Buffy are dragged from the back of the truck, which 
is revealed now to be an armored car.

THE BANK OF EREBUS

rises up before them. A towering beaux-arts edifice situated in 
the heart of the city's high-priced financial district - one of 
the many institutions owned and operated by the vampire enclave.

The party starts up the marble steps towards a grand, triple-
arched entrance flanked by Corinthian columns. Buffy and Jehonas 
are dragged along after them.

INT. BANK OF EREBUS - ATRIUM - NIGHT

Alyssa leads her vampires into a high-ceilinged atrium, moving 
towards a bank of elevators - one of the doors of which is 
outfitted with a high-tech hand-key ID system.

Alyssa places her palm on the ID screen. The screen GLOWS GREEN, 
acknowledging her identity. In response, the doors HISS open.

INT. SECURITY ELEVATOR - NIGHT

Jehonas and Buffy are pulled inside the elevator. The control 
panel buttons have vampire glyphs, rather than numbers. Alyssa 
presses the bottom one. The doors close with a WHOOSH and the car 
descends -- down, down, down.

Alyssa glances over at Buffy and Jehonas, smiling amiably.

 ALYSSA
 On its surface, this building houses one 
 of the city's oldest financial institutions
 -- and for over two-hundred years its 
 served our corporate needs. Look beneath 
 the surface, however, and you'll discover 
 another truth entirely --

The elevator CHIMES, having arrived at its destination. The doors 
HISS open, revealing

INT. THE TEMPLE OF NIGHT

A vast, barrel-vaulted chamber lined with recessed tombs 
stretches out before us - an underground cathedral of sorts, 
wrought from alabaster and marble. Restrained. Elegant. Replete 
with dark splendor.

 ALYSSA
 As above, so below.

Torches burn in wall sconces, casting everything in a warm, amber 
glow. Frost is there already with Mercury, Quinn, Riven, a small 
army of his VAMPIRE GOONS, and the TWELVE ELDERS of the House of 
Erebus. Alyssa takes in the beauty of the place.

 FROST
 Jehonas, Buffy, glad you could make it.

Quinn shows up with a grin and a new set of glasses, Jehonas' 
sunglasses --

 QUINN
 Hey, man, thanks for the shades.

Jehonas and Buffy are led to the middle of the room, where a 
stone altar rises up from a dais. They roughly shove Jehonas 
forward. He stands there, eyes cast downward. Broken. His system 
being assaulted by the devastating effects of the Thirst.

 FROST
 Our ancestor's called this place the 
 Temple of Eternal Night. Nice, isn't it?

Frost turns to the twelve elders, sneering at them.

 FROST
 Apparently, these geniuses forgot it ever 
 existed. Fortunately for us, I'm what you 
 might call a student of history.

Frost turns around and looks over the temple, impassioned.

 FROST
 Why are we here? This temple was built for
 one glorious moment. This night, for the 
 Blood God --

Quinn rushes over and lands a hard punch to Jehonas' face, to 
wake him up. He crumples to the floor.

 FROST
 Thanks.

Frost turns to Mercury, who's been holding the hunter blade.

 FROST
 Let's see this sword of yours.

Mercury draws it, hands it to Frost. He sights down the length, 
testing its weight.

 FROST
 Hmm, titanium, right? Acid-etched? I could
 get used to a weapon like this.

Jehonas struggles to look up, hoping to see hiss face when -- 
CLICK! -- Frost shuts off the defense mechanism of the sword. 
Jehonas looks away --

 FROST
 What? You look surprised, Jehonas. I told 
 you, I know everything about you.
 (beat)
 Hold out your arm, Quinn.

 QUINN
 Why, man? I mean they're all better.

 FROST
 Hold out your arm. Now.

 QUINN
 But Deke, I --

Quinn unwillingly extends his arm out, shaking and frightened. 
Frost grips the sword in a double-handed stance and EYES the wide 
open arm. He's ready to swing, then --

 FROST
 Just kiddin'

Frost slaps Quinn in the arm and tosses the sword back to 
Mercury. Quinn's eyes, unbelieving, then starts giggling 
hysterically --

 QUINN
 He was fucking with me, man! He was just 
 fucking with me!

Buffy desperately watches Jehonas struggling to stand.

 BUFFY
 Jehonas?

 FROST
 You're wasting your breath, girl. He can't
 hear you now. It's the Thirst, you see? It
 already has him in its grip.

Quinn produces a small package from his shirt and hands it to 
Frost. It's the sodium citrate stakes!

 FROST
 What do we have here? Your precious serum?

Buffy sees what he's holding. Her eyes in complete fear, knowing 
what would happen to Jehonas if Frost even scratches him with it.

TIGHT ON FROST crouching down so he's eye to eye with Jehonas.

 FROST
 How long has it been since you've shot up?
 Twelve, thirteen hours? I bet you're just 
 dying for a drink, aren't ya?

Frost waves one of the stakes playfully around Jehonas' eyes.

 FROST
 What does it feel like? Is your blood on fire?

Jehonas shivers, grits his teeth, it's like he's going through 
heroin withdrawal.

 JEHONAS
 Try some. You might like it.

Frost smiles, his eyes burning with an infernal glow.

 FROST
 Thanks. But I prefer the real thing. In 
 any event, I don't think you'll be needing
 these any more --

With a toss, the stakes are thrown over the edge and somewhere 
below. Frost turns back to Jehonas.

 FROST
 It's a shame, you know. When I think of 
 what you've become -- what you should've 
 become. I mean with everything that's 
 happened, everything you've done, it's the
 human side of you that made you weak. You 
 should've listen to your blood.

Jehonas struggles to his feet and glares weakly at Frost --

 JEHONAS
 Say what you want now but I promise you, 
 you'll be dead by dawn.

A flicker of doubt crosses Frost's face.

 QUINN
 Ooh, scary.

 FROST
 Get him out of here.

Frost turns to the others, motioning.

 FROST
 And get these fucks downstairs!

 MERCURY
 Come on! Let's go!

Mercury and Riven lead their large vampire contingent with the 
twelve elders away from the group. The other vampires retreat 
with Alyssa, dragging Jehonas along with them. Buffy is left 
alone with Frost and Quinn.

 FROST
 I'd let you watch the proceedings, little 
 Slayer, but I'm afraid that privilege is 
 reserved for members of my own race. Don't
 worry, though. I've made alternate 
 arrangements for you.

 QUINN
 Oh no, baby. We've got something really 
 special planned for you.