Lindsey enters and sees Faith and Gwen chatting away.

LINDSEY: You're up. And you made a friend?

GWEN: Dark good looks. Soulful eyes. You must be the one in charge.

Lindsey bristles at the Angel comparison. Makes him feel like he's not his own man.

FAITH: Lindsey, this is Gwen.

GWEN: I'm here to help.

She holds out her right hand. Lindsey shakes it. He notices her gloves.

LINDSEY: Lindsey MacDonald. It's a pleasure, Gwen – what's your last name?

GWEN: Raiden.

Lindsey thinks for a few seconds.

LINDSEY: How exactly are you going to help? I don't need anything stolen.

GWEN: My reputation proceeds me. Wish I could say the same for you.

She flirts with powerful men by playfully cutting them down to size.

LINDSEY: My old law firm used to hire you for a lot of jobs. Always liked to do pickups at power stations. Giant transformers screwed up your abilities, in case you wanted to double cross us.

GWEN: You worked for the Death Star? I deal with a lot of sleazy characters in my line of work, but those bastards were just full-on evil. Well well well. Aren't the three of us just brimming with moral ambiguity.

LINDSEY: I still don't understand what brought you up here.

FAITH: She knows Angel. And the others.

GWEN: We've worked together more than once. I was ran into Gunn and he mentioned that he was working with you. I saw Angel, or Angelus – you really have to wonder about people who name their alter egos – a little while back.

LINDSEY: You met Angelus. And yet you're alive. Practically unscathed, from the looks of it. I suppose you could be of some use to me. So when did you get into vampire hunting?

GWEN: After they started hunting me. I mean, after Angelus started – thing is, I'm immune. Can't be bit.

LINDSEY: Too much juice coursing through your veins?

GWEN: I figure it gives me a certain natural advantage. Plus I'm not too bad with the kicking and punching.

LINDSEY: Figured that would be true for someone in your perilous line of work. I'm about to lose 40 soldiers. But I'm gaining you two women. That's a trade I'm more than happy to make. Now if you'll excuse me, I have to go check on Angelus. I've tagged him so we can track his every move.

GWEN: And he wasn't even that stealthy to begin with. [by her standards]

At the high school, not much progress had been made. Xander and Anya had long ago fled outside, well away from the monster. Giles also retreated outdoors. Willow was able to use magic to create temporary barriers over a part of the battle zone, allowing the fighters a chance to rest for a few seconds. She could also repel the hydra's attacks every now and then. But she was unable to do any serious damage, while the monster learned how to attack her from behind. She had also retreated outside. But the demon's head had broken through the wall. Its head and some of its neck – ten feet of monster – now lay outside. That Robin was still inside – and still alive – was a marvel in itself. He was careful and smart and well-armed. He was able to chop away at the monster's tentacles and ancillary heads, but an attack on the demon's serpentine body would have been suicidal. The hydra simply had too many defenses. It could shoot out extra heads and innumerable tentacles at anyone who tried to approach its body.

Which left Spike. To him, the fact that the demon's head had slithered outside was a cause for hope. It meant the monster could not swallow him whole. All that now stood between him and the monster's soft underbelly was an endless supply of new heads and tentacles. The few times he had managed to fight through these defenses, he could only make an ineffectual slash at the main body before a jumble of tentacles picked him up and carried him away. By the time he would cut himself free, he was back where he had started. Call it the Sisyphus school of demon fighting, or as Spike would term it, the "Angel Approach." He had waited long enough for Buffy and Connor to show up. It was time for Spike to do what he did best: throw caution to the wind and risk his life with unbridled recklessness. Victory or ruin – Spike knew no other way.

Spike goes bumpy, growls and leaps into a sea of enemies. With his two swords, he hacks away everything within reach. Against a hydra, this merely buys a few seconds. It can regenerate tentacles and ancillary heads forever. One of these new heads buds out of the serpent's body. The head and the neck behind it form a sizable serpent by themselves. The head swoops towards Spike from his left and bites him across his chest. Tentacles had wrapped themselves around both his wrists. He breaks free, but drops both his swords in the process. He puts his hands on the sides of the head that was biting him. He digs his fingers under the skin, gets a good grip, twists and snaps the serpent's neck. As always happens with one of the extra heads, it disappears when it was killed. Spike bends down to pick up his swords. Before he can reach them, a rather thick tentacle wraps itself around his throat and picks Spike up, driving his head through the ceiling. It tries to strangle him. Spike laughs. Well, he tries to laugh. But that's just about impossible when air can't travel through your windpipe. The end of the tentacle wraps around the lower part of Spike's face. Big mistake. He opens his mouth and bites down on the tentacle. It quickly pulls back, freeing Spike, who falls to the ground. Another head shoots at him. He kicks it away, reaches out, and grabs his weapons. Then he gets up and fights his way out to relative safety.

SPIKE: Hey Wood!!! Robin!! Are you still here!?

From across the room Robin yells back.

ROBIN: It's my office!!

SPIKE: Can you get to the beast's body!!?

ROBIN: Can you!!!?

SPIKE: I'm going in right now. To cut it!! But it's a 2 person job!

ROBIN: Ready when you are! [he doesn't want to get shown up by Spike]

SPIKE: Now!!!

Spike's is 20 feet from his goal. Wood is 20 feet away from the demon on the opposite side. Spike leaps through the air, slashing and wounding a head that lurches at him. When he's five feet from the body, several tentacles grab his legs and pull him down. He cuts himself loose and gets to his goal, plunging both swords into the demon. Wood behaves more judiciously. He takes out a long dagger and tosses it into the hydra's central body from 20 feet away. Then he hurls a small ax into the creature. Hoping that these wounds will distract it, Wood pulls out his two scimitars (the ones Connor filched when he went demon-killing with Amanda) and advances forward with arms out and blades ready. When he gets within ten feet, a head shoots out at him. He slashes it, and it retreats five feet, but then shoots back out. Wood slashes it with the sword in his right hand and stabs it through the skull with the sword in his left. After that, he leaps at the snake's body and slashes it with both his swords.

The snake's body is six feet wide and six feet high, so Robin can't see Spike on the other side. But he can see one of Spike's swords. Spike is carving through the demon's side with his long sword. Robin tries to finish the cut on his side. But a tentacle grabs him round his waist and pulls him through the office's side wall. Holding onto his swords, Robin is able to cut himself loose. He slams into the wall of the adjacent office and falls to the ground. On the other side, a small head bites Spike's left hamstring. Taking firm hold of his leg, it drags Spike away. His two swords remain stuck in the hydra's body. While getting dragged along the ground, Spike turns and bites a chunk out of the creature's neck. It lets go. Spike spits out the demon flesh and stands up. He's back where he started, more than 20 feet away from the demon and his weapons. And he's been badly mauled. Which only means he's going to try harder. He won't let this demon get away with hurting him like this.

While Spike and Robin slashed away at the hydra's body, its head writhed and cried out. Giles, Willow, Xander and Anya could tell it was hurting. This gave them hope. However, the flood lights only allowed them to see glimpses of Spike and Robin amidst the great chaotic mass of the creature they were fighting. So focused were they on the hellbeast that they didn't see Connor and Buffy approach. But they sure felt it. Buffy and Connor ran by at such high speed that Xander, Willow, Anya and Giles were buffeted by the gust of wind they left in their wake. It was like having a motorcycle zip by. Connor and Buffy immediately joined in the fight, trying to get at the demon's head. It deployed its defenses, and they cut away at them. Buffy's friends were shocked at how fast she and Connor were traveling.

ANYA: Wow. They just –

WILLOW: Talk about your –

XANDER: I believe the words "beep beep" come to mind.

GILES: Buffy!!! Where are the Potentials!!?

Buffy ran over to Giles.

BUFFY: The girls are fine. They'll be here soon. Where's Robin? And Spike?

GILES: In there. Somewhere.

BUFFY: Connor!! Help them!

She motions inside. He jumps into the fray, as he always does. Connor is to the right of the hydra from Giles's point of view. That's the side Robin is on. Connor quickly finds him. Buffy goes in on the left side.

WOOD: Connor! Is Buffy here?

CONNOR: Yeah.

Connor leaps into the fray, but Robin pulls him back.

WOOD: Fight as a team. I'll show you where I've cut it.

BUFFY: Spike! What happened?

SPIKE: Flesh wounds. Nothing that can kill me. How bout you help me find my weapons?

BUFFY: You lost them?

SPIKE: I stuck them in the enemy. Got a good start on decapitating this wanker. Go to the weapons, finish what I started.

BUFFY: Okay. You rest. I'll bring them back.

SPIKE: Rest? You must be bloody kidding.

BUFFY: What will you fight it with?

SPIKE: Follow me and see for yourself.

Buffy takes out her broadsword as Spike wades into the danger zone. She doesn't have time to care about Spike going bezerker, and moves in after him, prepared to rescue him as usual. Spike grabs a few tentacles with his bare hands and rips them apart, growling. A head tries to bite his. Spike ducks. The snake, jaws wide open, moves in on Buffy. She cuts it up. Spike leaps at the demon's body and grabs hold of his weapons. Tentacles wrap around his ankles and pull him back a few feet. Buffy rushes in. She sees where Spike's cut the beast. On the other side, Connor leads the way with his broadsword. He's familiar with serpentine and reptilian demons from Quor Toth. They kill with speed and quick reactions. These happen to be Connor's greatest strengths. Thus he is adept at fighting them. He's always been good against creatures which can neither overpower nor outsmart him. Robin follows closely behind, covering Connor's flanks. He's never seen the boy in action before, and he's more than impressed. Connor's hand quickness is astounding. He responds to attacks he can't with something akin to either a sixth sense or sonar. Wood realizes that Connor's approach to fighting is nothing like that of a Slayer. He is instinctive. Slayers are taught, learning from training and experience. Robin sees what Buffy doesn't: Connor fights like an animal.

Spike punches a head that comes out at him. Buffy moves in and kills it. She carefully approaches the demon. Spike wraps his arms around another serpent head. He is pulled down to the ground, where he continues wrestling the creature. After a little while, he puts his fist through one side of its neck and out the other. When he gets up, he notices that Connor and Buffy have already made it to the demon. Spike rushes to catch up. He pulls his weapons out of the Beast a few seconds before Connor and Buffy finish decapitating it. Outside, Giles and the others see the hydra's eyes turn black, then close. The creature appears to die. For a second, everyone but Spike and Robin think they have finally prevailed.

The head melts into a green ooze. But the body is still very much alive, and starts to squirm. Wood runs across the opening between the dead head and the live body so he could be near Buffy. The body turns upwards. It is now a hollow tube, with giant inward-facing serrated teeth at the opening. These teeth open and close, and the new mouth turn towards Connor. He leaps over the creature, landing by Buffy, Robin and Spike. The monster turns to its right, where the four attackers now are. It tries to grab them with its tentacles. Robin has already retreated, and Buffy quickly follows. The demon tries to swallow Connor. He leaps above it and cuts the hydra's upper lip with his small ax. He lands on top of the demon, but before he can stab it with his sword, the monster whips its body and sends Connor through what was left of the side wall. Spike exploits Connor's diversion to stab the monster. It turns and tries to take care of him. The hydra raises its head in the air and comes down on Spike. He jumps back out of the way. The hydra makes a large hole through the floor. Having forced its enemies to retreat, it slithers outside as far as it had gone before losing its original head. Giles knows this is bad. The further out it comes, the closer it is to opening the Hellmouth. The books told him beheading the monster would do the trick. Obviously that hadn't worked.

Spike looks at the hole in the floor and smiles.

SPIKE: Bout bloody time we got lucky.

Spike leaps down through the hole and lands on the basement floor. Buffy looks down.

BUFFY: Spike!! What the hell are you doing!?

WOOD: Cutting it off at the roots.

Lindsey is with Wes, Gunn and Fred in the command center. Faith walks in.

FAITH: A lot's changed since I went upstate. Maybe the days of poking em with sticks are over.

Everyone turns around.

WES: Oh. Hello Faith.

FAITH: So that's what a rogue demon hunter looks like. If I'd didn't already know ya' I would assume you were badass.

WES: I see one of us has changed.

FAITH: You know that if that were true you'd be tied to a chair by now.

Fred and Gunn look rather confused and just a tad horrified.

WES: Touche.

FRED: So this a Slayer. Didn't expect you to look so . . . vampy.

GUNN: Great to have you on board. We could use a little muscle.

Fred glares at Charles. She worries he's a bit too friendly with Faith.

FAITH: Fred and Gunn. So tell me, is Wes really a tough guy? Cause I have some stories I can tell you –

WES: That's not necessary.

Gunn smiles. He loves the idea of embarrassing Wes in front of Fred.

GUNN: Maybe later. After we finish off our next patrol.

FAITH: Cool. Where do you patrol? [she's thinking a cemetery]

LINDSEY: Around here.

Lindsey points at a map of the city, indicating the territories they are going to cover over the next three hours.

FAITH: Stupid me. Forgot you had an army. Where are they?

LINDSEY: Downstairs. It's about that time.

Gwen pops her head in.

FRED: What is she doing here?

FAITH: Same thing I am.

Fred doesn't know if that thing is vampire hunting or hitting on Charles. Lorne walks in.

LORNE: Ready to roll, munchkins? Gwen! What a delightfully colorful surprise. And you've brought a friend. A stylish partner in crime?

LINDSEY: This is the Slayer.

LORNE: Faith? Honor to meet you. Like they say – if looks could kill. I'm Lorne, a harmless and entirely friendly demon. One of the ones you DON'T kill? You have those, don't you?

FAITH: I do now. Just don't go reading my brain without permission.

LORNE: Don't worry. I've already learned that lesson. From Wesley, ironically enough.

Faith gives Wes a funny look. He's made nervous by the reference to his Connor abduction.

The gang goes outside and meets the troops. Faith walks up to them.

TIMOTHY: This doesn't look anything like the Slayer you described.

GRAHAM: That was a different Slayer. And I'm beginning to think Sunnydale got the dud.

The soldiers are awestruck by Faith's presence. Faith greatly appreciates Graham's compliment. Too bad for him that this Slayer doesn't date soldiers. Well, not anymore.

FAITH: Who wants to be with me?

The men all look rather enthusiastic. She just meant which team should she patrol with.

WES: I believe Faith's with my team. [they look happy]

LINDSEY: She goes with Lorne. To balance things off. He doesn't fight. You do.

Wesley's team looks disappointed. Lorne's looks happy. Wesley wanted to play Watcher. Ironically, he's too tough to play a mere Watcher. Gwen walks over. As if Faith's presence hadn't excited the soldiers enough. Gwen also excites their guns, which all start making unusual noises. Gwen savors the Freudian sight for a second. Then she has an inkling about what is going on.

GWEN: Are those guns electric?

GUNN: Sure are. Shoot out a beam that stuns the vamps.

GWEN: Something tells me I should sit out this tour of duty. Lord knows what could happen if I'm around when those things go off.

LINDSEY: Not a problem. I have a separate assignment for you.

Fred falsely assumes this is Lindsey's way of hinting that he wants to be alone with her for personal reasons. She's getting suspicious of the rich, gorgeous mystery man. He's hanging around all these exotic, sexy women. And he's not even a eunuch like Angel was. Gwen walks past the soldiers and back to the hotel's front door. She smiles as the guns go completely haywire – a cartoonish exaggeration her effect on the men. Lindsey wants Gwen to be on Angelus-watch. If he makes a move, she can track him down without Angelus spotting her.

Robin leaps down to the basement level. Buffy and Connor are quickly assailed by the demon's defenses. As they fight for their lives, most of the floor in the Principal's Office collapses. They can't get within ten feet of the monster on the first floor. A head comes at Buffy. She ducks, does a forward somersault, and gracefully lands in the basement. Connor leaps down, but his right ankle is caught by one of the demon's tentacles. He hangs upside down for a moment, then cuts himself free with his hatchet and flips his body right-side up in time to land on his feet. The four of them hack their way through the demon's defenses. Connor and Buffy get to the body first and begin cutting. Spike and Robin help finish the job. The severed part of the demon slithers outside before dying and slowly melting away. The Potentials arrive, breathless but exuberant. The destruction before them dampens their exuberance.

KENNEDY: What's going on? Where are they?

GILES: Inside. Somewhere. Buffy and Connor appear to be making great progress. [looks at his watch. It's a few minutes past 11.] But I fear we may be running out of time.

AMANDA: We killed Bringers.

VI: Without Buffy's help.

RONA: Sliced and diced.

MOLLY: 16 in all.

GILES: Sixteen? By yourselves? That's astounding!

MOLLY: Buffy's words exactly.

With the floor gone, the flood lights which illuminated the office now cast a hazy glow down on the basement below. After getting severed for the second time, the monster retreats to the bottom of the floor. Then it comes back up. Another mouth. More teeth. Connor and Buffy slice off the top two feet, taking off the mouth. All four of them can see another set of teeth ten feet below, opening and closing slowly.

SPIKE: From beneath you . . .

Spike jumps in the air and falls down into the demon's body. He is caught by the teeth. These teeth are much larger than the ones on the ancillary mouths which have previously bitten Spike. They are nearly two feet in length, and in some places go six inches into his flesh.

BUFFY: SPIKE!!! My God, what are you doing?

Spike grips his swords in his hands and bashes his fists into the teeth, breaking several of them off.

SPIKE: Can I get a push?

Robin jumps in. Buffy gasps in horror. She expects this sort of insanity from Spike. But Robin used to be rational. He still is. When Robin's body falls into Spike's, the force cracks enough of the demon's teeth to free Spike. They fall together, crashing through another set of teeth before landing on something firm. They are now 30 feet beneath the basement floor. The two of them stand up and try to assess the situation. A few feet above their heads, a double set of teeth close, blocking any upward escape. Tentacles grip their limbs and pull them out towards the inner side of the monster's skin.

SPIKE: Looks like the end. For one of us, anyway.

Spike smiles. Robin is aghast. Wood thinks Spike is happily predicting that he will die. Spike wasn't talking about the Principal. He was talking about the Hellbeast. Thirty feet up, Buffy and Connor are frantically fending off the monster's defenses and doing their best to cut off more of its main body. Buffy knows this thing has to come above ground. She hopes Spike and Robin will still be alive when the part that contains them comes up. Robin and Spike are pinned to the inner walls. Their entire bodies are wrapped in very strong "demon vines." Spike growls and bites the ones near his head. He pulls his neck loose. He has lost hold of his short sword, but grips the long sword in his left hand. His left elbow is against the wall and he fights to keep his left arm outward. After much effort, he pulls his left and right hands together. Both of them grip the four-foot sword, the tip of which grazes the "floor" of whatever compartment Robin and Spike are trapped in. Spike leans forward. Just a little more, and he can stab this thing. Finally, he gets his blade six inches inside. Then a foot. He pulls the blade inward towards his body, creating a foot-long slit. He falls through the opening, the force of his fall breaking him free from the demon's grip.

Spike lands in some sort of pool. Right away, he knows it is blood. The blood sloshes from side-to-side, and rises and falls. The depth of the pool oscillates between four and eight feet. Spike accidentally takes a gulp. He expects it to taste horrible. But it doesn't taste like yucky demon blood at all. It tastes as good as human blood. Spike gleefully and hungrily takes a few more gulps. He looks up. The walls contract and vibrate intermittently. He thinks he's inside some sort of heart. Taking his sword with both hands, Spike slashes at the sides. On the surface, the demon convulses violently and uncontrollably. The rope-like tentacles that bind Robin begin to loosen. He rips his arms free, then uses his hands to pull off the vines that were strangling his neck. He gasps for breath and notices that Spike has disappeared. Forty feet beneath the basement, Spike thrusts his sword downwards through whatever is below. He pushes it down to the hilt. Then he pulls it back up. At the end of the sword, he sees dirt. Spike raises his arms up in victory.

In the basement, the hydra stops moving. Its defenses pull back. The green ooze that is out on the lawn recedes. The demon's body turns to goo in front of Buffy and Connor. This viscous liquid rushes inwards and downwards. Robin hears the rumbling. The liquid crashes down on him. Then it crashes down on Spike as he looks up and yells triumphantly. Wood crashes down into Spike. Robin propels himself upwards. Buffy sees his head peak out through the surface, but an undertow pulls him back down before she can grab his arm. Spike bends his knees, raises his arms and pushes off against the ground below. He shoots up through the thick liquid. The cavity is only six feet in diameter, so Spike collides with Robin. Spike grabs hold of the back of Robin's shirt with his right arm. Using his own momentum, Spike tosses Robin up. Buffy sees his body leap out of the liquid. She is grateful but worried. He isn't breathing. Spike comes to the surface and pulls himself out. He looks at Wood, who is lying on his back. Spike raises his left boot and stomps on Robin's chest. Green goo spews out of his mouth, and then Robin starts coughing.

The hole has begun to close. The basement's concrete floor is returning. Spike takes off his goo-saturated shirt and tosses it in just before the hole disappears. Spike turns on a faucet, fills a bucket with water, and pours it over his head. This gets most of the hellbeast's guts off his skin. He walks over to Buffy. She's focusing on Robin, making sure he's all right. Connor gets a good look at Spike. There are large punctures all over his chest, back, arms and legs. Big holes ooze blood where the monster took a bite out of him. Connor takes careful note of the extent of Spike's injuries. Buffy turns to him. From her angle, the dim light that shines on Spike doesn't give her a good image of his injuries.

BUFFY: Spike! You're okay?

SPIKE: I'm still standing. That's a good night in my book.

Buffy goes back to paying attention to Robin, the one fighter without special powers. Spike walks over to the nearest set of stairs, singing:

SPIKE: "For you, for you, I came for you, but you did not need my urgency. For you, for you, I came for you, but your life was one long emergency."

Outside, cautious optimism prevailed.

ANYA: Did we win?

GILES: I think so. We should go in and see how they are.

Spike walks outside. The bright lights shine on his bare-chested, badly-bitten body. The Potentials are shaken by the sight of someone with so many gory wounds standing up and walking.

ANYA: Spike!?

SPIKE: I'm fine. So are the others. They're a lot less scraped than I am. And Giles. Sorry mate, but I lost your swords after I stabbed the slithery bugger through the heart.

GILES: Excuse me!? You did what, exactly?

Spike continues walking. He goes by the Potentials, who look nervously at him. Nothing like a serene, grievously injured, emotionally detached demon to give people the wiggins. And to top it all off, he is singing to himself:

SPIKE: "I've been raising up my hand to drive another nail in. Just what I need. One more victim."

The Potentials walk towards the school.

AMANDA: Guess this means we get Monday off.

XANDER: Shows how little you know about going to school on the Hellmouth. A near-apocalypse never results in a vacation day. I know, it sucks. For you. For me and my crew, it means double pay fixing all this up tomorrow. That's the great thing about working construction in Sunnydale. Something always needs rebuilding.

WOOD: Still on for brunch tomorrow?

BUFFY: Sure. Of course. I mean, if you are.

WOOD: You think I'd miss our date because of a little thing like being swallowed by a giant demon? The day after getting knocked out by another giant demon? It's been a very busy weekend.

Wood holds up his arms. Buffy grabs the left. Connor the right. They pull him up to his feet.

CONNOR: Weekend's not over yet.

[And that can only mean one thing. Tomorrow, Angelus comes back to Sunnydale.]