[Dawn saves Buffy from Connor, then saves Connor from himself. Features FE Angelus palling around with FE Darla and FE Joyce. Meanwhile, Buffy learns that vampire hordes fleeing LA are about to overrun Sunnydale. And in LA, Angelus gets his comeuppance and then some.]

Connor tries to drive the sword downward, but someone grabs his hands.

DAWN: Connor no. You don't want to do this.

Connor glances to his right and sees Dawn.

CONNOR: You're not supposed to be here.

Buffy begins to regain her strength. She sees Dawn talking with Connor.

DAWN: Give me the sword.

CONNOR: I have to do this.

DAWN: Kill Buffy, and you'll never see me again.

Connor relaxes his grip on the sword.

CONNOR: She told me you wouldn't mind.

Dawn takes the weapon out of his hands. She picks up the taser with her right and holds the sword in her left.

DAWN: Who told you?

CONNOR: Mom.

DAWN: That wasn't your mother.

Buffy struggles to her feet.

BUFFY: After all, wanting me dead would be SO out of character for Darla.

Dawn sticks Buffy with the taser. She falls back down.

BUFFY: Have you gone insane!!!?

DAWN: This time was different.

Connor runs away. Dawn runs after him. Buffy gets up and grabs Dawn's hair to hold her back.

DAWN: Connor, wait!!! Ow. Buffy, what was that for?

BUFFY: You attacked me! And I'm not letting you be with Connor. He's evil.

DAWN: That was the First. It wasn't Connor. You don't understand. He's talked to his mother before. Back in Quor Toth.

BUFFY: So he was delusional even before he came to Sunnydale.

DAWN: She helped him. She was good.

BUFFY: There was nothing good about her.

DAWN: He can't be alone right now. He needs me.

BUFFY: He needs to get out of town. And you need to stay away from him.

Dawn points the sword at Buffy.

DAWN: Try and stop me.

BUFFY: What has he done to you!?

Dawn puts the taser in her jacket pocket. She pulls out Xander's car keys and tosses them to Buffy.

DAWN: You can drive home.

BUFFY: These are Xander's keys. You stole Xander's car? You don't even have a license!

DAWN: You're welcome.

Dawn runs off.

BUFFY: I give up.

Buffy looks around, sees the car and slowly staggers over to it. Right now, she probably doesn't even have the strength to take Dawny in a fight. She's worried about her sister. It's obvious to Buffy that Connor has caused Dawn to lose her mind. She'll drive home, tell the others, and then the group can take care of the situation. She knows where Xander will stand on this matter, and she's pretty sure Giles will be for immediately kicking Connor out of town once he knows Connor is under the control of the First.

Connor gets a half-mile from the docks when he sees Darla before him. She looks very cross. He's never seen her mad before.

DARLA: You failed me. Why?

CONNOR: She wasn't supposed to be there.

DARLA: That should not have mattered. She's not strong enough to stop you.

CONNOR: She said she'd leave me. I thought she didn't care about Buffy.

DARLA: She was confused. In time she would have come around. Now Buffy's going to kill you.

CONNOR: I'd like to see her try.

DARLA: You're just like your father. No follow-through. Can't finish the job. You could have done what he always wanted to do. You were about to surpass him, to be better than your father. Isn't that what you've always wanted?

CONNOR: Not like this.

DARLA: THIS is what you do best.

CONNOR: I'm not a killer.

DARLA: You have a gift. That plan was brilliant. Your father never came up with anything that good. Don't deny your genius.

CONNOR: Why are you talking like this? Why are you doing this to me, mom?

DARLA: SHE KILLED ME!!! She made your father kill your own mother. What the hell kind of a son are you? You avenge Holtz, but you can't avenge me!? I brought you into this world.

CONNOR: You didn't bring me here to get other people's blood on my hands. [Darla laughs]

DARLA: What do you think fed you when you were growing inside of me? Human blood. You were always hungry. And you only craved the blood of the innocent. Hundreds of children died so that you could be born. Their blood still flows through your veins. You've been a killer a killer since before you took your first breath.

Darla disappears. Connor stands there. Evil or not, Darla made a few valid points that Connor can't ignore. Dawn heard his voice and ran towards him. She arrives, breathless and exhausted.

DAWN: It's not your fault. That was the First Evil. It can take the form of any dead person. It's been messing with all of us. Everything's gonna be okay.

CONNOR: Get away from me.

DAWN: Don't you want me around?

CONNOR: You're not safe with me.

DAWN: Connor, it's over. You're not evil.

CONNOR: I don't want to be. But it's in my nature. I hurt people. I've hurt everyone who ever cared about me.

DAWN: You've never hurt me.

Connor's avoiding eye contact. Dawn grabs his face and makes him look her in the eyes.

DAWN: Connor, you've never hurt me.

Connor's expression starts to soften. Dawn hugs him.

DAWN: We just need to talk. You are a great guy with a great heart. I know this because of how you treat me. We'll work through this together.

She lets go. Connor manages a little smile.

CONNOR: I told you we should have spent the day together. Then none of this would have happened.

He puts his right arm around her shoulders. She puts her left arm around his waist. Dawn holds the sword in her right hand. They walk home.

CONNOR: Can I have my weapons back?

DAWN: Don't press your luck. Besides, I need them more than you do. Is this the same taser you used on Angel?

CONNOR: Yeah.

DAWN: You lied to me. You said you weren't fighting any vampires tonight.

CONNOR: I'm sorry.

DAWN: Just don't let it happen again. Were you gonna dump Buffy's body in the ocean and then go straight to the Bronze to see me?

CONNOR: Yeah.

DAWN: And you didn't think this would bother me once I found out?

CONNOR: She's not your sister.

DAWN: She gave up her life so I could live. I thought I mentioned that last night?

CONNOR: She told me Buffy was going to kill me tomorrow night.

DAWN: Buffy would never do that. Unless you tried to kill her first. Perfect. A self-fulfilling prophecy.

CONNOR: There was a prophecy?

DAWN: What I meant was, the First's prediction could only come true if it made you try to kill Buffy. Did the First tell you how to kill her?

CONNOR: No. I came up with the plan on my own.

DAWN: When did you do this planning?

CONNOR: Before I saw you after school.

DAWN: That's unsettling. It raises certain issues of trust. All that time we were hanging out, you were thinking about offing my sister?

CONNOR: No I wasn't. I never thought about that when I was with you. It was like I forgot and then remembered only when I needed to do something.

DAWN: That sounds like the First. Did you have a trigger? Something it said to you when it was time for you to do something?

CONNOR: No. I'm not a robot. Or a moron.

Angel would love Connor's unintentional insult of Spike. Connor seems to believe mind control can only work on the feeble-minded.

DAWN: Just remember that in this town, when you see someone who doesn't have a body, they're bad and you shouldn't listen to them.

FE Darla and Angelus watch Dawn and Connor walk away. Angelus has his arm around her.

ANGELUS: Why didn't we do more work on her? She would have been so easy to turn.

Darla turns to Joyce. Angel still has his arm around her.

JOYCE: I did my part. She believed me when I said Buffy would betray her. I would have done more, but the higher-ups nixed it. I'm always being marginalized.

Joyce turns back into Darla.

DARLA: Dawn didn't seem worth the effort. We like to focus on people with power.

ANGELUS: Obviously she has some power over our son. More power than his own mother.

DARLA: He'll do anything for roll in the hay. Just like you.

ANGELUS: Well, that is what attracted you to me in the first place.

Buffy walks through the front door. Her hair is still all frizzy from the multiple electrocutions.

ANYA: My God, what happened to your hair?

BUFFY: A stun gun. Connor tried to kill me.

XANDER: What!?

GILES: Oh no. So there were no vampires?

BUFFY: There were a lot of vampires. I killed them. Then Connor attacked me.

XANDER: Then you fought him off. He's dead or at least unconscious, right?

BUFFY: He knocked me out with the stun gun. Then Dawn came. Convinced him to back down. Then SHE hit me with the stun gun and went off with Connor.

GILES: I don't understand.

WILLOW: Dawny attacked you?

ANYA: No. Dawn saved her. Then attacked her. When did Dawn become passive-aggressive instead of passive-whiny?

GILES: Obviously we have to get Dawn away from him.

XANDER: We hit him with about a dozen tranquilizer darts and I drive him back to Los Angeles tonight.

WILLOW: Why did he do this?

ANYA: Blood feud, anyone? You killed his mother and slept with his father.

XANDER: He didn't even exist!! Though in hindsight it's obvious that this is one more reason why you should never have dated Angel.

Buffy glares at Xander.

BUFFY: Dawn thinks he's under the control of the First. Darla told him to do it.

GILES: Then we definitely need to get him out of town as fast as possible. That boy could do some serious damage.

WILLOW: Vampire strength, but he can go outside in the daytime, enter any house he pleases. The Potentials know him and like him.

XANDER: Okay, so he's the perfect agent. We have to get him now.

Spike comes in through the front door.

SPIKE: We have a big problem on our hands.

GILES: You know that Connor tried to kill Buffy?

SPIKE: He did? Join the club. That's not what I'm talking about.

XANDER: Connor's under the control of the First. What's your big emergency?

SPIKE: A lot of vampires came to LA when the sun left. Now that the sun's back, the vampires are leaving. And a lot of them have come to Sunnydale.

GILES: How many?

SPIKE: 30 to 50, at least. They're all over the tunnels, looking for lairs. They're planning stay. Once they've settled in, they'll overrun this town.

GILES: That is deeply troubling. But we still have to worry about Connor. We can't allow Dawn to be alone with him.

SPIKE: Why not? He won't hurt her. He can't. He likes her. Connor only attacks people he hates.

BUFFY: What have I ever done to make Connor hate me?

ANYA: Oh, please! Don't play dumb. And who decided to make this hypocrisy night? Spike tries to kill Buffy, and what did you do? You have him move into your house because you didn't want him to be alone. And he killed like ten people. Connor's killed no one. I'm glad he's with Dawn. The First only comes after you when you're alone.

GILES: If Spike is telling the truth, we have both a possible danger and an actual danger to deal with. I say the only sensible thing to do is focus on the actual danger. Spike, have they moved out into the streets?

SPIKE: Not yet. Town's still quiet.

GILES: Then we have time. Spike, take Buffy to the tunnels. Try to surprise them. Anya, Xander, you come with me. We'll need to gather supplies and set up a base of operations. Buffy, kill as many as you can before they hit the streets. Then join us in the center of town.

WILLOW: What about me?

GILES: You need to stay home and rest. Watch after the Potentials. Where are they?

ANDREW: In the basement. I think Molly and Rona are boxing. Don't you hear the cheering?

GILES: Are they wearing gloves?

ANDREW: Yeah. And they only go three rounds. That's what the other girls did. They're learning to make their own fun. What should I do to help save Sunnydale?

GILES: Wash the dishes. By the way, those dumplings were magnificent. And Ariella seemed very pleased with the blintzes. Said she never knew gentiles could cook them so good.

ANDREW: Thank you. [beams] It's nice to be appreciated. By the way, since I do the food shopping, can I call myself Chief Quartermaster, in addition to Head Chef?

Giles walks with the others to the front door.

GILES: Most important of all, don't panic. I've studied how to handle massed vampire assaults. In many ways, large groups of vampires are easier to kill than vampires working alone. We can handle this if we keep our heads.

They hear a bell downstairs.

ANYA: Maybe they should get out more. Just not tonight.

Buffy feels her hair.

BUFFY: I need to go wet down my hair. It's hideous, isn't it?

SPIKE: Not at all. It's, um, . . . playful.

ANYA: In a "Bride of Frankenstein" way.

Faith comes back in from patrolling with Wes, Gunn and Fred.

LINDSEY: He still hasn't budged.

FAITH: Wasn't a complete waste. I dusted eight. These guys got four.

FRED: Five.

FAITH: Sorry. They deserve their props. Angel was lucky to have em. You guys could kick the Scoobies asses up and down the block.

GUNN: Who?

WES: Buffy's support staff. I never understood the nickname.

FAITH: These bad boys – and girl – can fight. Now I know how Wesley became so tough. He had to keep up with C-Gunn.

GUNN: Well, I try to teach those around me.

Wes glares at him.

FAITH: Oops. Forgot about your intense macho rivalry. Never had two men fighting over me. Fred's a lucky girl.

Meanwhile, at the Hyperion.

ANGELUS: The vampires have been pouring in faster than we expected.

CECIL: Slayer went to work early tonight. And she had helpers.

ANGELUS: The whole gang's pitching in. That sweetens the pot. How many committed fighters do we have?

OSCAR: 93 have pledged themselves to you.

ANGELUS: No point letting them get impatient. Slayer must be tired by now. It's perfect. Cecil, take the nine men. Tell them each to choose 7 vampires. Each group of eight takes a different sector of downtown. Oscar, get my three women. Have them work the tenth sector. I have it all mapped out. Just point everyone in the right direction. You two stay here with the other 30 vampires in case she comes to this neighborhood. Have all the leaders wired up so I can direct them in the field. I'll work alone. The Slayer finds me, I'll keep her busy until the rest of my forces descend on her.

CECIL: And if she doesn't show?

ANGELUS: We'll be doing too much damage for her not to.

LORNE: Guys? The little red dot's moving. Is that good?

GUNN: Angelus is coming out.

KELLY: Bout time he tried to sink his teeth into me.

LINDSEY: Sorry about the wait.

KELLY: Don't be. I just spent 22 days in the Pamirs staking out the nest of a lizard demon, waiting for her to come back. Waiting here was a lot more fun.

Everyone gets their weapons. Kelly opens the mini-bar, pulls out shot-sized bottles of vodka and rum, then downs them.

FRED: What are you doing?

KELLY: Getting into character. Which reminds me. I need to change.

LINDSEY: Lorne, stay here and guide us in. Kelly will be carrying a homing device. Hers is green. Angelus's is red. You just bring them together.

LORNE: No sweat Mac. You better hurry. He's moving fast. Already made it to Westwood. Now he's turning south towards Culver city.

WES: Everyone ready?

KELLY: Be honest. Do I look tasty? [Wes and Gunn are too nervous to respond to that.]

LORNE: Voullez Vous. If my species could bite –

FAITH: He'll eat you up. I mean, he'll want to.

Lindsey tosses the car keys to Gunn.

LINDSEY: You know the roads best. Let's do this.

Gunn drives what was Cordy's SUV. She left it behind when she became a super-powerful evil force of nature and got a Mercedes and a Lexus. Lindsey rides shotgun. Kelly sits up front in the middle. In back, Fred sits behind Gunn, Wesley is in the middle, and Faith is on the right. Gunn can hear Lorne on his earpiece.

LORNE: Okay, he's turned right, heading due west into Santa Monica. Stay on that street. He's about a half-mile straight ahead, traveling about as fast as you are. I'm guess he's heading for the night life. There are a few swanky watering holes in that area. Hold on. No, I mean keep driving. But Angelus has stopped. I think he's surfaced. Straight ahead, you're gaining. I think he's in Triumph's. Pretty nice joint. Lots of pretty young biteables. Good luck, sugarplums.

After they find a suitable ambush spot three blocks away, Faith, Wes, Fred and Lindsey get out and take their places. Gunn drops Kelly off in front of the club and drives back to join the others.

LORNE: Gunn? One question. How do we know if Kelly's in trouble?

GUNN: If Angelus is moving, but she ain't.

LORNE: Wouldn't that make her dead?

GUNN: Girl seems like she knows what she's doing. Kelly's a pro, like us.

LORNE: But unlike us, she's never met Angelus. I don't think she understands what she's walking into.

GUNN: We all take risks. She chose this risk. I ain't worried.

Kelly goes straight for the bathroom in back. She doesn't want Angelus to know she's just walked in. That might seem a little suspicious. She checks her hair and sprays some perfume on her skin to mask the scent of Angel's old friends, just to be safe. Kelly heads from the bathroom to the bar, where she orders a whiskey sour. She downs half of that and goes looking for Angelus. The dj is playing T Rex's "Twentieth Century Boy" Angelus sees her from about 20 feet away. Kelly's wearing tight black pants and a red halter top. No way Angelus could miss a pretty blonde showing that much neck. She walks like she's a little bit tipsy. Angelus smiles as she approaches. He's wearing black leather pants and a black button-down silk shirt. Kelly talks a little louder than necessary to add to the illusion that she's drunk.

KELLY: Hi. I Kelly. What's you're name?

ANGELUS: Angel.

KELLY: Funny. Cause you look to me like a bad boy.

ANGELUS: Do you want me to be bad?

KELLY: Wouldn't mind.

She's standing really close to him, holding her drink in her left hand and unbuttoning the top two buttons on Angelus's shirt with her right hand. He can smell the liquor on her breath. Means she'll put up less of a struggle. He puts his right hand around Kelly's waist and pulls her closer. Kelly smiles. Angelus looks down into her blue eyes and smiles. He runs his left hand through her long, blonde hair. Kelly downs the rest of her drink and puts the glass on a nearby table. Kelly runs her left hand through his hair, then puts it on the back of his neck, pulling his head in close to hers.

KELLY: You're really cute. You come here a lot?

ANGELUS: Do you?

KELLY: Sometimes. With my girlfriends. But the guys here usually aren't very promising. Guess tonight's my lucky night.

ANGELUS: Where are your girlfriends?

KELLY: They left early. Good thing I was patient. Else I woulda missed you.

ANGELUS: Guess tonight's gonna be lucky for both of us, Kelly. Call me crazy, but I think we might have a future together.

Kelly smiles and puts her lips within an inch of his.

KELLY: I'd like that.

ANGELUS: Let's go somewhere quiet and talk.

KELLY: Is that all you wanna do with me?

Angelus smiles. He puts his right arm around her shoulders. She puts her left arm around his waist and holds his right hand with her right hand. Angelus had been looking for a blonde to replace Olivia. This girl seemed worth a sire. They head a block towards the ambush spot. Angelus takes her into an alley.

LORNE: They're on the move. Together.

GUNN: Lorne says Kelly's taken him outside. Guess this is it.

KELLY: Where are we going, Angel?

ANGELUS: Somewhere we can be alone.

He grabs her waist, kisses her and pushes her back into a wall. Kelly reaches into her pockets. She pulls out the small gin and run bottles. Before leaving the hotel, she broke off their bottoms. She holds one bottle in each hand and puts her arm around his shoulders. He starts groping. Kelly wonders why it's taking him so long to go for the bite. After 15 seconds of kissing, Angelus pulls his head back. He goes bumpy and leans down to bite her neck. Kelly screams. Angelus likes that. Then she sticks the two broken bottles in his neck – one on each side, which makes them look a little like Frankenstein's electrodes. Angelus pulls his head back. Kelly screams again, kicks Angelus in the groin and runs away screaming. Angelus pulls the two mini-bottles out of his neck. He sees her running away and smiles.

ANGELUS: Chase would be nice for a few.

Two blocks away, Kelly runs into Lindsey. He's wearing a black suit with a black shirt.

LINDSEY: What's wrong?

KELLY: This guy, this guy, he attacked me! And his face went all funny! Omigod. Omigod.

LINDSEY: Relax. Calm down. I'll help you.

Angelus catches up in time to see this. He laughs and returns to his human face.

ANGELUS: Always trying to be like me. I've missed ya, Lindsey!

Lindsey looks terrified, as if he expected a normal vampire, not Angelus.

KELLY: You know him?

LINDSEY: We're old enemies. Come with me. I'll protect you.

Lindsey leads her into a nearby warehouse.

ANGELUS: Can't run, can't fight, so he hides. Can't blame em.

Angelus runs into the warehouse. He looks down the long, narrow corridor and doesn't see anyone. He walks across the floor towards the middle of the room, singing whimsically.

ANGELUS: "Oh Lindsey. Well you came just to rescue a damsel. But you're in over your head – Oh Lindsey. I will let you watch as I rape Kelly, but you're still gonna die."

Kelly is hyperventilating.

KELLY: I'm so scared. I'm so scared. I'm so scared. Why is this happening to me?

LINDSEY: [whispers] Quiet. He can hear you.

Angelus walks towards their hiding place, which behind a stack of wooden boxes. When he's about to be discovered, Lindsey stands up and pushes the boxes into Angelus. He walks out to face his old nemesis. Kelly crouches behind him, looking terrified. She's wearing his jacket over her shoulders.

LINDSEY: Take me. Let the girl go.

ANGELUS: When did you discover chivalry?

LINDSEY: Fine. You want her, you'll have to get by me first. [Angelus laughs]

ANGELUS: Okay. I'll even let you take the first shot.

Lindsey puts both hands behind his back. He puts on the brass knuckles he was concealing in his back pants pockets. He hits the right side of Angelus's face with a left hook. The brass knuckles tenderize the skin and carve out several wounds. Angelus grabs his face in pain and goes bumpy. Lindsey hits the left side of his face with a right hook, doing even more damage.

LINDSEY: I bet right now you wish you cut both my hands off.

ANGELUS: You little cheating coward.

Angelus tries to hit Lindsey, but he leaps away from Angelus and hits the ground. Once LIndsey landed his first punch, Wes, Gunn, Fred and Faith quietly and quickly entered the warehouse. Wes shoots Angelus in the back with his shotgun. Angelus turns round and charges Wes.

ANGELUS: You're working for him!! Poor Wesley!

Before Wes can fire a second shot, Angelus grabs the gun. But before he can pull it out of Wesley's hands, Fred comes at his from behind and hits Angelus in the back of the neck with a flail. Angelus pushes Wes to the ground and turns around. Fred hits him in the right shoulder.

ANGELUS: This is so funny. Where's Gunn? What about Faith?

Fred swings the flail in a circle. She hits Angelus in the right knee with the spiked metal ball. She goes for his face. Angelus blocks it, taking the spikes in his left forearm.

FRED: You told me a good flailing can take hours. Let's find out.

ANGELUS: Careful. You're starting to turn me on.

Fred hits Angelus in the stomach, then swings upwards and gets him just below his chin. When she swings for his left shoulder, Angelus reaches out his right hand and grabs the chain. He tosses Fred 20 feet backwards into a pile of boxes. Angelus looks to his left and right.

ANGELUS: Come on Faith! Where are you?

Wesley shoots him a second time in the back. Angelus spins around, leaps at Wesley and grabs the barrel just in time to make Wesley's next shot sail harmlessly into the ceiling. Angelus wrestles the gun from Wesley's hands and hits him twice in the skull with the butt of the firearm. Wesley falls on his back. Angelus cocks the gun and points it at Wesley's face.

ANGELUS: Maybe Faith doesn't want to save you.

Gunn runs up and hits Angelus in the skull with a wooden baseball bat, then in the lower spine. Angelus turns his head and gets clocked in the chin. Wesley reaches up and grabs the gun back. Angelus goes after Charles. At the end of Charles's bat is a metal hook.

ANGELUS: But you do? Charlie, Charlie, Charlie. I was doing you a favor. We all know you want Pricey out of the way. Don't try to be the hero. That will only get you killed. And then Wesley gets Freddie all to himself.

Gunn backs away from Angelus while he's talking. When he stops talking, Gunn hits him in the left knee. He swings for Angelus's face, but Angelus grabs the bat with is left hand and hits Charles in the face with a right jab. Gunn backs up. Angelus kicks him in the face. Gunn goes down, but simply throwing the kick made Angelus hurt. He turns to his left and sees Fred approaching. He ducks to avoid the flail. When the spiked ball comes around a second time, it hits him on the left side of his rib cage. Angelus hits Fred in the face with a right cross. He reaches out his left hand and pulls the flail out of Fred's right hand. It slides across the floor. Fred tries a right hook. Angelus blocks it and lands a left hook. He grabs Fred's throat with his right hand and lifts her in the air.

ANGELUS: Now this is gonna be sweet.

He puts his left hand under her chin. But right before he can snap Fred's neck, Faith leaps down from the catwalk behind Angelus and kicks him in the back. Angelus is knocked forward and falls on top of Fred. He holds her arms down and goes to bite her.

ANGELUS: Even better.

Faith kicks Angelus in the face. He turns his head up, sees her, and gets off of Fred.

ANGELUS: Finally! What took you so long? Are you THAT scared of me?

Faith lands left and right crosses. Angelus blocks a left jab and punches her in the stomach. She tries a right roundhouse kick, which Angelus blocks. He lands a left uppercut and knocks Faith down with the back of his right hand. Gunn comes at him from behind. Angelus ducks, turns round, kicks Gunn in the stomach, then knocks him back down to the floor with a right hook. Faith comes at him from the other direction. Angelus gives her a left elbow. She lands left and right hooks, then a right kick. Angelus hits her in the throat and grabs her arms.

ANGELUS: You're rusty.

He tosses her away and turns back to face Gunn, who's still on the ground. When Angelus approaches, Charles swings the bat and gets the hook into Angelus's stomach, creating a deep eight-inch long laceration across his belly. Angelus grabs the gaping wound. For the first time, his cockiness turns to fear. He tries to move towards the door to his right, but Faith blocks the way. Gunn and Wes block the door to his left. He looks up and sees the catwalk 15 feet in the air. Before he can jump, Faith leaps at Angelus and knocks him down with a flying right kick to the chest. Angelus slowly gets to his feet. Faith lands a right roundhouse kick. Angelus is still holding his belly, trying to keep the wound closed so his guts don't fall out. Faith tries a right cross. Angelus moves his head to the left. She throws a left, and Angelus eludes that blow by moving his head to the right. He hits her in the head with a left roundhouse kick, grunting as he throws it. Then he nails her in the chin with a right kick which also causes him to groan in pain. Faith goes down. Angelus lets go of his wound. It looks like it will be okay for a little while. Angelus can fight with his hands again.

Kelly tosses Lindsey's coat back to him and goes on the attack. She connects with a flying right spin kick to the head and a left kick to the chin. Angelus staggers back a few steps.

KELLY: Remember me?

ANGELUS: Amazing! It's like Buffy from ten years in the future. Didn't know that was your fantasy, Lindsey.

Kelly hits Angelus with a right hook. Angelus hits her back with a left jab and a right cross. Kelly goes down. Wesley comes at Angelus from his right. He hits Angelus in the jaw with a left jab. Angelus pivots and throws a left hook. Wesley ducks and hits Angelus's stomach with a right uppercut, just above the cut. This opens up the wound even further. Enraged, Angelus grabs Wesley, head butts him, and tosses him into Fred. Faith resumes her attack. A right kick to Angelus's head sends him back into some boxes next to the wall behind the catwalk. She punches him four times in the face with her left fist, then twice with her right fist. She takes a step back and looks at the battered and wounded Angelus as he props himself up against the boxes. He's been cut and slashed and punctured and shot and pounded in so many places that she – and everyone else – hardly has the stomach to go on punishing him. After all, they have souls. Angelus reaches out his right foot and kicks Faith in the stomach. She takes a few steps back. He stands up and leaps for the catwalk. He grabs hold and pulls himself up. Angelus limps towards the wall and leaps out a window. He lands outside, pulls off a manhole cover, and falls into the sewers. Faith runs out just in time to see him fall out of view. The others join her outside.

WES: I don't think we'll have to worry about him causing any trouble for the next few days.

KELLY: That was awesome. You guys are the best! Did you see the look on his face when he realized he had been played?

LINDSEY: Let's get going.

GUNN: Everything went off without a hitch. But what did that plan have to do with Napoleon?

WES: Pin the enemy down with a one part of your forces. Have another part surprise him on his flanks. Save your best troops for last. That's every battle he ever won.

FRED: Sounds pretty simple.

WES: Only gets complicated when you try to do it with 100,000 people.

Angelus takes out his cell phone and sends an emergency call out to all his people, giving them the location of the enemy. His men rush to the spot, leaving their vampires behind. His three women also race to the location. Cecil and Oscar send out all the vampires waiting at the Hyperion. Angelus holds his stomach wound shut and makes him way through the sewers back home. He thinks of Drusilla and the mob in Prague. It must have felt like this.

As the gang opens the car doors, two of Angelus's men have already arrived. Faith kicks one away. Gunn punches another, and Kelly kicks that one as well. They pile in. Two more vampires climb onto the back bumper. Fred crawls to the back and opens up the rear door, which swings upwards. This hits them and gets rid of them. Another vampire charges from the front. Gunn steps on the accelerator and the vampire dives out of the way. Faith sticks her head out the sunroof and notices three women who are chasing their car.

FAITH: Three chick vamps on our tail. And they're actually gaining.

Gunn runs a red light and floors it. Three blocks up ahead he makes a left on red and they head over to the hotel. Angelus's vampires have lost them. The other four male vampires arrive. The twelve of them smell blood in the warehouse and enter it. What they see horrifies them.

ALANNA: That's his blood. They hurt him bad.

The twelve of them head back out to the streets.

TINA: We'll get em back tomorrow night.

VALA: They're gonna pay for spilling our Master's blood.

TINA: Six of them. Twelve of us.

ALANNA: They die screaming.