[Buffy prepares and deploys the drastically enlarged Scooby Gang for battle. Connor learns that in Sunnydale, the men are the damsels. Faith meets Anne, Anne talks with Lindsey, Faith talks with Lindsey. Spike and Wood start fighting the hellbeast, as Connor and Buffy start fighting the Turam. Gwen pays Gunn a surprise visit, then meets Faith, who mistakes her for an assassin.]

Spike and Wood drop their weapons chests on the basement floor, next to Buffy's and Giles's and Connor's, though Connor's arsenal is far smaller than the others'. Buffy separates the weapons by type. 24 people need to be armed. While deciding which weapons will work best, Buffy anticipates a new danger.

BUFFY: The last uber-vamp didn't come alone. He brought Bringers with him. While Connor and I are fighting the Turam, you'll have to defend yourselves. We have six crossbows. Kennedy, divide them among your best shots.

Kennedy takes one for herself. She tries to decide who else to pick. Molly's had a lot of practice. So have Rona and Amanda. But then there are all the new girls. Not paying attention to Kennedy, Izora and Ariella each take a crossbow and a few bolts. They load and walk to the part of the basement that is farthest away from the target on the wall near the stairs. Izora aims and hits the bull's-eye. Ariella does the same a few seconds later. Everyone turns to see who was shooting.

KENNEDY: You two can take those.

Next to the cot he used to sleep in, Spike sees the bag with the knives from the Bringers Connor massacred. He dumps them on the floor.

SPIKE: I know what I'd do. Kill em with their own weapons. Each of you girls take two. There's enough to go round. Come at em with these, and you'll remind them of all their mates you've killed. Nothing like a little intimidation.

WOOD: Brandishing trophies from your victims. Don't you think that could backfire?

Spike doesn't know Robin's not talking about the Bringers. He's talking about his mother's coat. He sees Spike's latest idea as proof that he hasn't changed.

BUFFY: Couldn't hurt. Load up.

Within a few minutes all the edged weapons had been taken by someone.

BUFFY: Almost forgot. My secret weapon.

Buffy reaches up onto a metal shelf and grabs the Hammer of Thor. Connor looks at it and smiles. He imagines swinging it at the Beast. He knew there was something they hadn't tried.

CONNOR: I can think of a few demons I'd like try that out on. [he also imagines whacking Angelus a few times with it. Not to kill him. Just to establish dominance.]

Buffy smiles. Maybe this is her chance to show this kid up. Buffy tosses the hammer to Connor, who is ten feet away. If she's lucky, the momentum will cause him to stagger back, maybe even fall over. Connor catches it with both hands. The hammer head lightly hits his chest. His back arches a few inches. Then he steadies himself. Buffy's surprised she didn't tip him over. Connor's surprised the thing's so heavy. He throws it back at Buffy. She grabs it without any signs of difficulty. She flashes Connor a look of satisfaction. She feels she won this round. No one else takes notice of this, so it doesn't help Buffy with her p.r. battle. But she knows fighting the Turam will take care of that. They all head upstairs. Everyone assembles in the living room and the front hallway, where Buffy addresses her "army."

BUFFY: So the portal's in the parking lot at that strip mall. You're sure?

GILES: Two miles south of the Hellmouth. Far enough away to divert your attention, but close enough to still harness the Hellmouth's energy to create the portal.

BUFFY: No reason for this thing to show before the Hellbeast sticks his head above-ground. It might even keep us waiting. We'll have to fight on two fronts at once. Giles, how long does it take this snake to crawl out?

GILES: It's more of a hydra, and at least two hours. Perhaps three.

BUFFY: Spike, Robin, you take the school. Giles, Willow, Anya, Xander, you back them up. Willow, how's the spell coming?

WILLOW: The barrier should buy us time. With Anya and Giles helping, 20, maybe 30 minutes.

BUFFY: Good. Connor – you and me head to mall. Wait for the Turam. The Potentials stay with me at all times. Kennedy, make sure they remember the formations Giles taught them. We kill the Turam, we head over to the school, finish the job. Have I left anyone out?

Buffy looks over her shoulder, and sees Dawn standing on the stairs, looking forlorn. Connor notices her loneliness.

BUFFY: Dawn, protect the house, keep Andrew safe.

DAWN: If you're not back by midnight, should I be expecting the world to end?

Some pre-apocalypse humor. The newbies don't get it. Then again, none of them were nearly ritually sacrificed in an attempt to destroy the universe.

BUFFY: We'll be back by 12:30, 1 at the latest.

They walk through the kitchen. Connor grabs and apple and starts eating. As they move through the backyard, Ariella cajoles two Potentials into giving their crossbows to her. Izora gets one Potential to hand hers over without saying much. But Kennedy resists. She's an excellent shot, and has far more practice than either Ariella or Izora. In fact, down in the basement was the first time they've used crossbows. But both of them have plenty of experience with rifles, and they see a crossbow as a rifle without the back kick. In other words, a piece of cake. Connor notices what Izora is trying to do. He stands in front of the tree in Buffy's backyard and whistles. The Potentials turn around. Connor winks at Izora and puts the apple on top of his head. She points he crossbow at Connor, closes her left eye, and aims.

GILES: You have got to be kidding me.

SPIKE: Always wanted to see someone try that William Tell stuff.

WILLOW: Buffy! You have to stop this! It's insane. Connor's insane!

BUFFY: Haven't I been trying to tell you all week? Relax. He's always bragging about his reflexes. If she misses, I'm sure he can catch it.

Izora is about 100 feet away from Connor. She fires. The bolt goes through the apple, pinning it to the tree. Connor steps away. Everyone gasps in wonder and relief.

SPIKE: Bloody good show. Remind me never to piss that bird off.

Izora looks at Kennedy and holds out her right hand. Kennedy seethes and reluctantly hands over her crossbow. Connor pulls the bolt out of the apple and finishes eating the fruit. He loves an inspired act of insubordination. He runs up to Izora and gives her back the crossbow bolt.

CONNOR: You left this back there.

She doesn't completely understand what he says but realizes he's joking, so she smiles. Ariella and Izora then hand their crossbows over to six of the recent arrivals, basically making these girls into their squires and forcing them to carry their weapons around when they're not using them. Ariella and Izora look at each other and gesture to their helpers, giggling.

ARIELLA: Goyim.

IZORA: Fakirs.

KENNEDY: Line up.

The 16 Potentials form up in a hollow square, four girls a side. Kennedy is in front in the middle. Molly, Amanda, Rona and Vi, the next most experienced Potentials, each take one of the corners.

KENNEDY: Forward march.

SPIKE: [to Giles] A Slayer phalanx. How adorable. Pretty soon you'll have them counter marching and wheeling around like the Coldstream Guards.

The Potentials walk forward in an orderly fashion. Buffy is in the van, leading the way. Behind her is Spike and Wood. Xander and Anya are on the left of the Potentials, with Willow and Giles on their left. Connor brings up the rear, to protect against any Bringer ambushes while they're in transit. They first swing by the school to drop off Robin, Spike, Giles, Willow, Anya and Xander. Buffy briefly goes in to give them a few words of advice and encouragement. The Potentials stand in front of the school with Connor. To her left, Amanda sees Preston leaving the gym at the end of basketball practice. His varsity jacket hangs loosely over his gangly frame. In school the day before, he had not acted very friendly towards Amanda. She didn't understand why. She runs over to him. He is about 400 feet away from the Potentials. Of course Kennedy yells for her to come back, but she doesn't listen. Kennedy tells Connor to go after her.

AMANDA: Preston. Wait up! We need to talk. What's wrong?

PRESTON: Why don't you ask your boyfriend?

AMANDA: My what!?

PRESTON: Him! The guy running after you. [Connor arrives]

AMANDA: He's not my – Connor, go away! Go back with others. [Connor backs up about 50 feet.] Connor is NOT my boyfriend.

CONNOR: She's right. I'm not. [Amanda was talking in a normal speaking voice.]

PRESTON: How did he hear you!? [Preston looks at Connor suspiciously.]

AMANDA: Forget about him.

PRESTON: I have to go. [Preston starts to walk away. Amanda follows]

AMANDA: Preston. Preston please. There's something I've been meaning to tell you for a long time.

PRESTON: What?

Right then, a vampire leaps from behind a parked car and lands to Preston's right.

AMANDA: Duck!!!

PRESTON: Wha???

Preston gets hit in the face. He throws a right hook which hits the vampire but doesn't do any damage. The vampire lands a right hook of his own, knocking Preston on his back. The vampire bends down to bite him. Amanda pulls him up by his hair. The vampire throws a left. Amanda ducks and hits the vampire in the chest with a right roundhouse kick. The blow knocks the vampire backwards into a nearby tree, staking him on a branch. Amanda helps Preston up.

AMANDA: Are you all right?

PRESTON: Wha-wha-what was that?

AMANDA: It's gone. I took care of it.

PRESTON: I saw. [grabs his bruised cheek and breathes a sigh of relief] You save me.

Amanda grabs Preston and kisses him. He's a little shocked at first, but quickly realizes this is what he wanted [the kiss, not the fight], puts his arms around her, and kisses her back. After ten seconds, Amanda steps back.

AMANDA: I have to go. See ya in school Monday.

She quickly kisses Preston again and then runs back to the Potentials. Preston stands there for a while, smiling and dumbfounded. He doesn't know who these girls are she's running off to, or what Connor is doing all alone with all of them, or what the funny-looking thing was which attacked him. But he knows Amanda's his girl, so he won't sweat the other details, no matter how inexplicable they may seem.

MOLLY: So that's how Slayers get boyfriends.

Amanda returns to the formation just before Buffy comes out.

RONA: Buffy, if you save a guy's life, does he like you and want to be your boyfriend?

BUFFY: Sometimes. [a gross understatement. Too bad Xander's not around to explain the male damsel in distress model] Why?

VI: A vampire just tried to kill this guy. Amanda staked the vampire and made out with the guy.

BUFFY: You what!??

AMANDA: I know him from school! We've been kind-of almost about-to go out for months now. I killed a vampire. I saved a life! Why are you acting like I did something scandalous? And yes, I kissed him, but we didn't make out. I mean, come on. We're in public!

Buffy decides to let the matter drop. She's too focused on the looming apocalypse to be hypocritical, seeing as how she once had sex with Spike on the front lawn. Connor is very familiar with the damsel in distress model. After all, he's Angel's son. But he didn't know it could work the other way, with the guy falling for the girl who rescued him. He's beginning to realize that this is how things work in Sunnydale – the women protect the men.

Buffy, Connor and the Potentials continue on to the parking lot where the Turam is supposed to show. It's a four-mile hike from Buffy's house, and takes nearly 90 minutes. No one talks on the way, in part because moving in formation mitigates against conversation, but also because everyone's nervous. The Potentials have no idea what to expect. They've never experienced an apocalypse. But Connor thinks that whatever happens, it won't be worse than what he'd experienced before coming to Sunnydale. They arrive around nine. The Potentials form into a circle, standing shoulder-to-shoulder, prepared to meet an attack from any direction. Connor sits down on the ground and leans back. Buffy's standing, nervously watching the Potentials, alert to all possible threats.

CONNOR: So now what? We wait? For how long? Maybe I should have brought a book to read. [he spots a nearby fast food shop.] Can I get something to eat?

Anne runs to her room and grabs a wooden cross and a small bottle of holy water. With this protection, she ventures outdoors to find Buffy. It's been four-and-a-half years. She can't wait. Anne is sure Buffy will be shocked at how well she's done. Then again, it was Buffy saved her and inspired her to make something of her life. Anne sees a brunette hunched over on a bench with a duffel bag next to her. A runaway, no doubt. A potential victim, certainly. Anne wants to get her inside before it's too late.

It already is. A vampire recognized the Slayer. She looked tired, beaten down, easy pickings. He leaps at her before Anne is close enough to protect this seemingly helpless girl. Faith looks up. She grabs the vampire and pushes him away. He leaps at her again. She kicks him away. Faith slowly stands up. The vampire throws a right punch. She blocks it. A left. She blocks it. Faith's on autopilot, literally slaying in her sleep. She pushes the vampire back, then kicks him in the stomach with her right foot. He tries a kick. She ducks, then kicks him in the mouth with her left foot. She blocks a few more punches, head-butts the vampire in the nose, then stakes him.

Anne is astounded. It wasn't Buffy after all. Anne walks over to Faith.

ANNE: You're the one who's saving everybody.

FAITH: Occupational hazard.

ANNE: Do you have a place to stay?

FAITH: How much?

ANNE: Nothing. Free. [Faith looks dismayed]

FAITH: Honey, don't take this the wrong way. You're cute. But I'm not that type of girl. I didn't do that even when I was in prison.

Anne is more than a little shocked by Faith's interpretation of her offer. The prison thing doesn't bother her. Plenty of the kids she works with have records. Drugs, petty theft. If she knew what Faith was in for, then she might be nervous.

ANNE: I run a settlement house near here. You're welcome to stay.

FAITH: A runaway shelter. No thanks. I can take care of myself.

ANNE: At least stop by. There are a lot of kids there who would like to thank you.

FAITH: I'll try the meet-and-greet. [they start walking back] What happened to the sun?

ANNE: We don't know. It's been like this for weeks. That's why it's so dangerous out.

FAITH: Trouble always finds me.

ANNE: So you do this a lot? Save people in trouble?

FAITH: Sort of my destiny. Ain't fate a bitch?

ANNE: You're not from around here, are you?

FAITH: Beantown, once upon a time. Been California nightmaring longer than I care to remember.

ANNE: This may sound crazy, but I used to know a girl who fought and saved people like you do.

FAITH: You don't say? [her bad luck continues] City of 3 million, and I have to meet one of B's old friends.

ANNE: So you know her?

FAITH: Did. Unfortunately. [Faith was good before she met Buffy. She became good again when she left Sunnydale. She can't help but make the connection.] So you're from Sunny D?

ANNE: Lived there for a little while. Then I came here. Then she came here. Then she went back home, after saving some people, including me, again.

FAITH: Sounds like trouble finds you too.

ANNE: Not anymore. I try to get others out of trouble.

Faith enters the lobby of the shelter. About 40 young adults look at her in awe. It makes her feel a little uncomfortable. Some of the people step up and try to thank her. Faith just wants to rest.

FAITH: Somewhere I can sit down?

The people on a couch in front of her stand up. In prison this sort of thing happened because people feared she would hurt them. These kids don't fear her. They admire her. That's new for Faith. She slouches down on the couch.

FAITH: Got anything to eat or drink around here? Haven't had a bite since breakfast.

Suddenly she's deluged with food and drink from the grateful masses. She reaches into her jacket pocket to pull out some of her cash.

FAITH: I'll pay all of you back. I'm good for it.

"It's the least we could do," one of the young men mutters. She takes her hand out of her pocket. She's really thirsty. Walking and slaying for more than 5 hours straight can do that to a person. After finishing a bottle of juice, she looks around. Two or three of the guys in this place are cute. She's practically being worshipped, and right now it appears she can have anything or anyone she wants. Also, she has three years of pent-up sexual energy. But Faith is very tired and mighty sore and definitely not in the mood. Today, slaying's made her hungry, but not horny. After eating a little, she walks over to Anne.

FAITH: Gotta say, you're a little too young and bouncy to be pullin' the whole Mother Theresa Sisters of Mercy Act. Is there something I'm missing? No offense, mother superior. I'm just used to a world where things aren't quite what they seem.

ANNE: Trust me, so am I. I'll spare you the riveting details. Saving them was the only way to save myself.

FAITH: You spare me. I'll spare you. All 5x5 by me. Got a tub anywhere in this place?

Finally, Faith can lock the door and be alone to relax, clean herself up, and soothe her battered body. It was her first bubble bath see when she was in Buffy's body. Except in this instance, she has nothing to feel guilty for.

Lindsey had been using as many old contacts as he could remember to track down Faith. He was sure it wouldn't take long. Faith wasn't a shy girl. She had a way of attracting attention everywhere she went. First he tried police contacts. Then demon-fighting contacts – people he'd both worked with and against, often simultaneously. The police knew nothing. Whatever chaos Faith caused was a drop in the bucket compared the overall city-wide crisis. A few of the demon-fighters had heard rumors about a Slayer. But no one took those seriously. They had expected the Slayer to come up from Sunnydale weeks ago, and had long since given up hope. Then Lindsey decided to approach the problem from another angle. He found out where Anne was and gave her a call.

LINDSEY: Hey Anne. It's Lindsey. How are you handling the expansion?

ANNE: It's been hectic. Paperwork's a grind. I get worried we're becoming too corporate, too impersonal, too big. But I'm helping more kids, which is the whole point, right?

LINDSEY: Or so you've always reminded me, even when I wasn't in it for the right reasons. I'm back in town, and I'm looking for someone. Young, alone, out-of-towner. Obscenely powerful. Kids tell you anything today about a woman fighting vampires out on the streets?

ANNE: Brunette? Attitude for miles?

LINDSEY: Where is she?

ANNE: With me.

LINDSEY: I'll be right there.

ANNE: I'd give her an hour. She's cleaning up. It's been a very rough day for her. What do you want with her?

LINDSEY: She's going to do a favor for an old enemy of mine.

Principal Wood had cleared out all the furniture from his office earlier in the day. The room was completely bare when they entered.

SPIKE: Love what you've done with the place. Did you decorate it yourself?

Wood glares at Spike. The fact that Spike is joking at a time like this only confirms his suspicions that Spike takes nothing seriously. He didn't even carry any weapons over, claiming as his excuse that he didn't have a coat to carry them in. Spike's wearing black jeans and a black t-shirt. He lights up a cigarette. Wood gives Spike another dirty look. His nonchalance seems to know no bounds.

SPIKE: What? No smoking? Good thing school's out.

Spike walks around like he hasn't a care in the world.

SPIKE: What's Xander cooking up out there?

WOOD: Flood lights. From his construction site. So we can see the monster after it knocks out the electricity.

SPIKE: That was your idea, I take it.

WOOD: Yes. You have a problem with it?

SPIKE: Hardly. I think it's great you found some way to keep the hardhat busy. Everyone likes to think they're doing their part.

Willow, Giles and Anya are preparing for the spell. They sit in a triangle around the room.

SPIKE: Showtime already?

GILES: We need to get the barrier up before the beast emerges.

SPIKE: I take it we should step out of the way?

GILES: I would strongly advise that.

Spike pokes through Giles's weapons.

SPIKE: Mind if I use your swords?

GILES: Better than fighting it with your teeth.

SPIKE: I hadn't thought of that. Thanks. Could be useful in a pinch.

The Potentials are nervous, standing out there in the open, knowing that if danger comes Buffy won't be able to protect them. Ariella and Izora familiarize themselves with the crossbows' loading mechanisms, as the other Potentials practice handling their weapons to pass the time and distract their minds from fears of imminent death. In addition to those already mentioned, the remaining Potentials are named Rose, Heather, Theresa, Fadila, Joan, Erica and Rebecca. Sensing the anxiety, Kennedy moves to the center of the circle and addresses the Potentials.

KENNEDY: I know you're scared. We're all a little scared. Most of you have never been in a situation where you had to fight for your life. And fighting for your life is scary. Especially when you're alone. But right now, you're not alone. We're in this together. We fight together, no one dies, and we all make it home. Bringers are scary. But if one of them attacks, each of you has 15 fighters backing you up. Remember that when you start to feel scared.

Lindsey enters Anne's shelter. She sees him, smiles and walks over.

LINDSEY: Haven't seen you in, what, seven months? How are things?

ANNE: Pretty good. The education center started up in December.

LINDSEY: Nice to know the endowment's already made a difference.

Faith walks out into the lobby. She spots Lindsey. He spots her.

ANNE: She has her doubts about you. Can't say I blame her.

LINDSEY: Can't say I do either.

Faith and Lindsey go off into Anne's office to talk.

FAITH: Let's cut to the chase. Who do you want me to kill this time?

LINDSEY: First of all, you failed the last time, so why would I hire you as an assassin again? Second, I'm no longer a part of that. Haven't been for almost two years.

FAITH: Aww. That's sweet. Another lonely tortured soul traveling down the redemption highway. Tell me, what did it? What drove you over the edge? Made you give up on being a bad, bad boy? Cause when I met you, you really liked being bad. I could tell, because I didn't.

LINDSEY: I know. Otherwise you would have killed Angel. You could take him, right?

FAITH: In a heartbeat. Well, not his. Since he doesn't have one. Answer my question. What crossed the line, made you hate yourself?

LINDSEY: A woman. The firm was using her. I fell in love with her. When she died, I realized that my job was costing me more than it could ever pay me. Not like it was a sacrifice leaving that job behind. Never had to pay a price like you. I'm not big on redemption. Don't think feeling sorry for myself does much good for my soul.

FAITH: That reminds me. Ya know if Angel's around?

LINDSEY: Angelus is. [Faith looks devastated]

FAITH: He lost his soul.

LINDSEY: And that's where you come in. I'm working with his old friends to keep him from doing too much damage until his soul gets restored.

FAITH: Right. I should believe you. Cause this time you're playing for the good guys.

LINDSEY: I know I haven't earned your trust yet. But I have a place on the top floor of the Hilton where you can rest, and a couple good fighters who will be delighted to work for you. And if this is all a trick, you can beat me into unconsciousness and go back to fending for yourself.

FAITH: Always nice when the guy knows he's got more to lose.

She leaves with him. On the way back, Lindsey explains who she'll be working with. They get into the hotel elevator. Faith is laughing.

FAITH: Wesley's a tough guy?

LINDSEY: Got rid of the helmet hair. Chucked his razor, grew some stubble. And his accent seems to come and go.

FAITH: You mean he's frontin' like a tough guy, but he's still Wesley inside?

LINDSEY: The soldiers respect him. They tell me he's a fighter, a risk-taker.

FAITH: That I gotta see. And the others? Black guy named Gunn. Smart shy girl named Fred. Mind-reading lounge demon?

LINDSEY: The post-Mod Squad. Don't worry. They're a lot better than they sound. Very experienced. Won't turn tail and run, even when they should.

FAITH: And I'll meet them when they come back from leading your soldiers into battle. A girl can get lonely after three years in the clink. But a whole platoon? That's a bit much even for me.

They get to the room. Lindsey puts in the key, and the door unlocks electronically. Faith is rather impressed by the accommodations.

FAITH: Wicked awesome. Sure beats beats the state pen. This Place is the bomb. Wait. [She pauses, has reservations, and looks at Lindsey.] Aren't you a little young to be playing Sugar Daddy?

LINDSEY: Faith, that's not what I'm doing.

FAITH: Just out from prison. Put me up in a fancy hotel. Don't play dumb. First you're my lawyer. Then you're my "Watcher." I get it now. You're not evil. You're just lonely and horny.

LINDSEY: Then why did I send Lloyd to visit you? You didn't belong in prison. Wolfram could have gotten you off. You weren't doing the world any good behind bars. I do good things, I do people favors, because I can afford to. I'm no saint. Don't wanna be. And you think I'm stupid enough to try to take advantage of you, Faith? Remember what I said about knowing you could kick my ass.

FAITH: Is that your argument for everything?

LINDSEY: Better than "don't look a gift horse in the mouth." I have some work to do down the hall. You can rest up until the others return. Door's locked. Floor's locked. You'll be safe.

Willow's spell, which she does in conjunction with Anya and Giles, creates two sets of barriers. One just above the hole in the basement, and one just below the office's floor. Spike, Wood and Xander stand around watching. The flood lights from outside illuminate the office. At nine, the earth shakes below them, but the demon can't break out of its hole because of the first barrier. This holds for for five minutes. After that, Willow does the spell alone, trying to maintain the other barrier. It holds for 15 more minutes. Then the demon gets smart. A few of its gray tentacles go around the barrier, bursting through the floor in an adjacent room. They brake through the wall and grab Willow. One tentacle wraps around her waist. The other wraps around her neck and head. The barrier falls, and the demon's head bursts through the floor in the center of the room. The head is green and six feet in diameter. It is reptilian in appearance, but when it opens its mouth it becomes clear that in addition to reptilian teeth on its upper and lower jaws, it also has beneath its jaws inward-facing teeth arranged in a circle, like those of a lamprey.

Wood runs over to Willow and cuts her free with his daggers. Spike tosses his cigarette to the floor and attacks the creature's head. He is armed with Giles's short samauri sword, which is two feet in length. Spike plunges the blade into the demon just above its nostrils. Another one of its tentacles seizes him. Spike cut himself loose, only to be assailed by a second, smaller head. He tries to strike it, but it keeps moving back whenever he tries to strike it with his sword. Robin grabs his scimitar and cuts this head off. Another head bursts in through walls and attacked him. Two sets of tentacles shoot out from the demon's neck and grab his arms. Willow quickly employs a spell to create a small ball of fire, which she shoots at the head. It backs up, giving Giles and Xander time to cut Robin free with their axes. After recovering from Willow's singing blow, the head shoots back forward. Anya leaps at Xander from behind and pushes him down to the ground just before the hydra's head would have gobbled up his head. Giles strikes it with his ax, and Wood chops it off at the neck. Another small head comes up through the floor and attacks Spike. He kicks it away, then moves back away from the center of the room so he will be better able to fend off attacks. He grabs Giles's long samauri sword, and with its four foot blade slices through the head which was attacking him. He looks around, and realizes they were just treading water.

SPIKE: A hydra. I get that now.

Gunn, Wes, Fred and Lorne come into the headquarters in high spirits. The hunt had gone very well.

GUNN: I told ya. The vamps in the valley are soft.

WES: No more cowardly than vampires in the rest of the city. It's geography. The narrow, steep valley gave them nowhere to run.

FRED: And nowhere to hide. In a residential neighborhood, they were literally locked out.

LORNE: I'm sorry to say this, but I really do love the smell of napalm in the morning. Or whatever time of the day it is.

LINDSEY: I have good news, and great news. Angelus has stayed put. And Faith is here.

WES: That is great news. Can I see her?

LINDSEY: She spent the whole day fighting vampires. I'd let her rest.

LORNE: I don't know about you guys, but round-the-clock fighting has left me anything but bright-eyed and bushy-tailed.

FRED: Scary thing is, with him that's not just an expression. [Lindsey and Gunn look somewhat shocked]

LORNE: Just a little one. I've been meaning to have it removed, but it's so hard finding a good demon plastic surgeon.

The phone rings

LINDSEY: Don't worry. It's my business line. Hello. Yeah. Conference Room C. Tell them I'll be right down. [Lindsey puts on a tie and a new jacket] Chamber of Commerce thing. Lorne's right. You all should get some rest. Any news on the Angelus front, I'll beep you.

Lorne, Fred, Wes and Gunn head home. Charles has a surprise waiting for him at his apartment. Gwen is sitting on his couch, watching "The Maltese Falcon."

GWEN: Never figured you for a Bogart fan. "Key Largo," "Big Sleep," "To Have and Have Not." But no "Casablanca."

GUNN: Not a big believer in giving away your girl to the guy with the funny accent.

GWEN: I guess Bogart makes sense for you. Conflicted. Complicated. Doesn't make a big show out of being a hero. Drawn to lethal women. [raises her eyebrows flirtatiously]

GUNN: So this visit isn't about business?

GWEN: Business. Personal. In your world, they're always connected. Your boss. Your old boss, I assume. He attacked me.

GUNN: Angelus tried to kill you?

GWEN: Angelus? Take about pompous. Has to have a separate name for his alter ego. And yes, he did try to kill me. Being electric, my blood's too spicy for his tastes. Does he do this a lot?

GUNN: Lose his soul? Happened once before.

GWEN: So that's what happened. So much for free will. I swung by his place. Doing the whole Lestat thing, times 100. Where do you desperados hang your hats now that you've been exiled from Xanadu?

At 9:50, 30 minutes after the hydra broke through the floor in Wood's office, the Turam materializes in a parking lot two miles south of the Hellmouth. The stores had all closed at nine, and the parking lot is empty, save for the Potentials, Buffy, Connor and the Turam. Since they are arrayed in a circle, half the Potentials aren't facing the demon. They anxiously turn their heads now-and-then to catch a glimpse of the action. Connor leaps at the Turam and kicks him in the face. The demon throws a left hook. Connor ducks. To Connor's left, Buffy jumps up and kicks the demon on the chin. He backs up a few steps. Connor charges in, and the Turam kicks Connor ten feet backwards with his left foot. Connor falls on his back. Buffy hits the Turam's face with left and right punches. The demon throws a left hook, but she ducks and hits him twice in the stomach. The Turam throws a left hook. Buffy backs up out of the way. The Turam takes a step forward and lands a powerful right hook to Buffy's face. The demon kicks her in the chest with his right foot. She flies back and falls down near Connor. The both get up as the Turam slowly approaches. He opens hiss massive jaws and lets out a mighty roar which sends chills down the Potentials' spines.

CONNOR: Should we try that thing?

BUFFY: If I go down, you run straight back to the girls.

Connor moves behind the Turam. The demon turns to the side, trying to keeping his right eye on both Buffy and his left on Connor. Buffy makes a feint to get the demon's attention. Connor kicks him in the ribs and then retreats. Buffy kicks him in the stomach, then lands a roundhouse to his head. The Turam faces Buffy, forgetting about Connor for the moment. Buffy attacks gingerly, and the Turam hits the side of her head with a right cross. Buffy backs up a step. The Turam moves forward. Connor leaps up from behind, wraps his legs around the demon's neck, and punches down on the Turam's face over and over. The Turam reaches up to try and dislodge Connor. Buffy grabs her Thor Hammer and wails away on the Turam's chest. It staggers backwards. As usual, Connor is exceedingly stubborn. His legs are too strong for the Turam to dislodge them with its paws. Connor's head is up too high for the Turam to punch it. The demon tries grabbing Connor's arms when he punches its face, but the Turam's hands are too big, and Connor's are too small. They keep slipping out of the demon's grasp. Buffy lands a few blows to the feet and knees, and the Turam falls on its back. As the Turam goes down, Connor leaps forward and lands near Buffy. He grabs an ax. They both go in to do more damage. Connor tries to strike the neck. But the Turam reaches his left arm up, grabs the ax handle, and tosses Connor to the left. Buffy swings for the face. The Turam rolls to the left. The hammer misses the demon and makes a dent in the pavement. The Turam rolls backwards and stands up. He leaps at Buffy and punches the hammer head, knocking it out of her hands. She tries a left spin kick. The demon grabs her left ankle. Its grip is too tight for Buffy to do a backflip to escape. She gets lifted up in the air, pile-driven head-first into the dent her hammer made, and then tossed 20 feet backwards. Connor charges from the other side and swings for the Turam's neck. The demon ducks, grabs Connor with the right paw, lifts him up, hits Connor once in the face with a left hook, and tosses him back so Connor falls into Buffy right when she stands up.

The demon makes a dash for the Potentials, or as he sees them, the numerous victims his adversaries have so thoughtfully brought for him. As Buffy runs back to guard them, Connor leaps at the Turam's knees, tackling him. The Turam falls on its face, tusks first. That hurts, and it lets out a whimper. But the demon pushes his hands against the ground and quickly rises to his feet. Buffy and the Turam trade blows. He's confused. The woman isn't a demon, and she is far too durable for a human. Connor kicks him in the back, then leaps over the demon's head so he's next to Buffy. The Turam can sense that Connor's part vampire – in other words, one of his descendents, a part of his "family." Of course, he can't speak in any language a human could understand, so he won't be able to reveal the news to Buffy. Buffy and Connor each land a few kicks and punches before the Turam decks Connor with a left hook and Buffy with a right. They quickly get back up.

Tired of fighting, the Turam turns around and tries to run away and find food that will put up less resistance. Buffy and Connor chase him. He's fast, but not nearly as fast as they are. The Turam turns round and realizes it will have to continue fighting. Buffy and Connor back up a few steps to avoid getting swiped by the demon as it spins towards them. They are now 100 feet from their weapons and 200 feet from the Potentials. Concealed behind hedges that run between the parking lot and the road are many Bringers. They decide that this is the moment to strike.

Faith gets up after her nap, takes a shower, and gets dressed. She walks out of the bedroom and into a large living room wearing black leather pants and a black midriff-baring top. Faith gets something to drink from the fridge and sits down, putting her feet up on an ottoman.

Gwen decides to check out the gang's new digs. Access to the 20th floor is only available to those with keys for rooms on that floor. No problem, since the keys are electromagnetic. Gwen gets out of the elevator. She is wearing red leather pants, a red midriff-baring top, and red gloves.

Faith hears a click at her door. Gwen enters. She is definitely not one of the gang Lindsey described to her. As someone who's been facing near-constant attempts on her life for weeks now, Faith is understandably suspicious. She stands up. Gwen knows this woman is not part of Angel's old gang. Gunn neglected to mention anything about Faith.

FAITH: Who the hell are you?

Gwen walks over to her. She's a few inches taller than Faith and looks down at her from six feet away. Faith doesn't want to give this possible assassin the chance to hurt her.

GWEN: They didn't tell you about me? I'm hurt.

FAITH: You will be.

Faith opens with a right kick, which Gwen blocks. She spins around and hits Gwen with a left kick to the stomach. Gwen tries a right kick. Faith grabs her foot. Gwen does a back flip to get free.

FAITH: Not bad. But I can do better.

Gwen and Faith approach one another. Faith does a forward round-off, kicking Gwen in the head. Gwen throws a right jab that Faith blocks. Gwen tries a left cross which Faith ducks. Faith responds with a left-right combination. Gwen blocks both blows. Their arms are tied up, and Faith pushes Gwen back.

FAITH: Playtime's over, sweetie.

Faith leaps through the air, pummeling Gwen's body with a flying right spin kick. Gwen is knocked back through the air, slams into the wall and goes down. She slowly gets back up.

GWEN: Okay, now you asked for it. The gloves are coming off, honey.

Gwen removes her right glove. She steps toward Faith and tries to touch her with her right hand. Faith reaches across and grabs Gwen's right hand with her right hand. The shock sends Faith flying ten feet back and to the floor.

GWEN: Why aren't you unconscious?

Faith looks up to Gwen in astonishment.

FAITH: What the HELL are you?

GWEN: I'm a freak. And I'm guessing so are you.

Next: The Potentials work together to fight off the Bringers. Connor and Buffy work together to defeat the Turam. Wood and Spike work together to keep everyone alive. And Faith tells Gwen about Slayers.