Buffy and Spike have a little of the rough and tumble in the basement. Gwen talks with Spike. Angelus explains how Ronan unwittingly changed Buffy's life. And Lorne comes to Sunnydale, goes to Willy's and meets Clem.

Early in the afternoon, Buffy walks down into the basement. Spike is sitting on his bed, leaning against the wall. Liz Phair plays on his stereo:

"I woke up alarmed.

I didn't know where I was at first,

just that I woke up in your arms.

And almost immediately I felt sorry

cause I didn't think this would happen again"

SPIKE: How are you holding up?

BUFFY: Something's been bugging me all day. Why couldn't I kill Drusilla?

SPIKE: I'm the one who had the best chance to put her away.

BUFFY: I came at her, and nothing worked. Why couldn't I just beat her up and stake her? I've killed stronger vampires. Why did I let her get away?

SPIKE: She wasn't trying to fight you. That's why you couldn't win.

BUFFY: What is that supposed to be, Zen and the art of vampire slaying?

Spike stands up.

SPIKE: It's common sense. Actually, not so common, since most vampires are too bloody stupid to know it. Try to stake me.

BUFFY: You're kidding.

SPIKE: I'm answering your sodding question. Go ahead. Not like you could do it anyway, even if you were really trying.

BUFFY: Why are you baiting me into attacking you?

SPIKE: Do you want to know why you failed or not?

BUFFY: Fine.

She looks around and finds a metal ice pick.

SPIKE: Perfect. Now you don't have to hold back. Means you won't have any excuses. [holds his arms out] Go ahead.

Buffy's still confused. She makes a half-hearted attempt to stake Spike. He grabs the pick with both hands and tosses Buffy into the wall. She's upset.

SPIKE: What's the matter? Am I playing too rough for you?

BUFFY: Get to the point, Spike.

SPIKE: Have I mentioned that I detest puns? My point is that a vampire only has to defend one part of its body. Not a very hard thing to do. Just got to keep you from sneaking behind me and staking me through my back. Otherwise, you have to give me such a thrashing that I won't even be able to put my hands in front of my heart when you go for the kill. The vampires don't attack, and slaying becomes a very tough gig. See for yourself.

Buffy puts her stake away. She throws a left jab and a right cross, which Spike blocks. She lands a right kick to his stomach, but he deflects a left roundhouse kick. She throws a right uppercut to Spike's stomach. When he goes to block it, she nails him in the face with a left hook and a right jab, knocking him back into the wall. He blocks a left cross, but she lands a right cross and a left uppercut, followed by a powerful right kick to the chin. She grabs the ice pick in her right hand and goes for the kill. Spike grabs her right forearm.

SPIKE: Not even close.

He spins Buffy around and tosses her to the ground. She rolls a few times, then gets up. Spike walks over to her.

SPIKE: The mistake vampires always make is that they attack you. I start throwing punches, I open myself up. Lot tougher to kill when they only play defense. Just because she's mad doesn't mean Dru isn't smart. She knows how to survive. She knows how to make herself a hard kill. Only problem is, that also makes you a hard kill. Can't kill a Slayer playing defense. Don't quite know how she snuffed that one. My guess is some of Angelus's flunkies wore the girl down before Dru showed up. That's the easiest to get job done. Not my way. There's no honor in it.

He kicks Buffy in the face with his left foot. She gets mad and hits Spike in the head with a right roundhouse.

BUFFY: What do you know about honor?

SPIKE: It's no fun if you get help. Takes away the sense of accomplishment. You know how sometimes it's just not fun if it's nice and easy?

Hits Buffy with a right hook. She hits him back with one of her own and follows it up with a left cross. Spike wipes away the blood from under his nose and smiles.

SPIKE: See wut ah mean? Thought you could use a little practice.

Buffy shoves Spike against the wall.

BUFFY: Is that what you call this?

SPIKE: Bet I'm a lot more fun than Giles.

Buffy belts Spike in the stomach and then tosses him on his back. He gets to his feet and tries to sweep Buffy's legs. She jumps up and kicks Spike in the head. He lands a left roundhouse kick. Spike blocks two of Buffy's punches, but she pushes him back and Spike falls to the ground. When he gets up, Buffy launches a flying right kick. Spike grabs her in midair and tosses Buffy into the wall face-first. She rises to her feet, ducks a right jab and hits Spike in the chin with a right uppercut. Spike tosses Buffy on her back. She kicks him while she's down, knocking Spike on his back. He is behind Buffy. She rolls backwards, gets on top of him and grabs her stake in her right hand. When she plunges it down, Spike grabs her right wrist with his left hand. They stare at each other for a few seconds. Anya walks into the basement but stops halfway down the stairs.

ANYA: Whoa! Sorry. Didn't mean to interrupt your kinky foreplay.

BUFFY: We're training!

Buffy's on top of Spike, straddling him. The stereo is playing Liz Phair's "Flower."

ANYA: Call it what you want. I'm certainly not one to judge. Is that an ice pick?

Buffy stands up, as does Spike.

SPIKE: Trust me, if this was what you thought it was, the staircase would be shattered and I'd be naked and chained to the wall. [Buffy gives him a shocked look] I'm only trying to prove your point.

Giles comes downstairs.

GILES: I heard noises. Is everything all right?

BUFFY: I was just trying to stake Spike. [Giles smiles] With a metal stake, of course. We were training.

GILES: And you were using Spike as a punching bag? Carry on, then. Anyway, I came down to tell you that I was thinking of taking the girls to the Bronze tonight. The past week has been very stressful, and I think a few hours of recreation would be good for morale.

BUFFY: If you're the one who'd rather party than patrol, then maybe we do need to blow off some steam. Just as long as we don't get any more unwelcome visitors.

Gwen gets back to her apartment.

GWEN: You guys like the place?

LORNE: It's fabulous. Your butler Nigel makes the best frozen daiquiris.

FRED: It's certainly very posh. And musty. Not what I expected from you.

LORNE: Your tastes are surprisingly old world, considering how much of a new world, 21st-century gal you are.

WES: The library almost makes me feel like I'm back at the Council. Except it lacks the lingering odor of quiet desperation. I never figured you for a heavy reader.

GWEN: I spend a lot of time alone. And it's nice to curl up with something non-conducting. Paper and leather don't really pose a problem for me. Where are the others? [a few seconds of awkward silence]

GUNN: Faith and Lindsey decided to check out your panic room.

GWEN: Really glad those walls are sound-proofed.

GUNN: Did you ever clean that place out after Manny was eviscerated?

NIGEL: It cleans itself automatically. Thank heavens. [he goes back into the kitchen]

LORNE: Lindsey better save some energy for tonight.

GWEN: You mean for the big fight?

Gwen picks up Wesley's cell phone and scans his directory.

LORNE: I mean for the big show. Lindsey's performing with his band. In Sunnydale, oddly enough.

FRED: Lindsey's a musician!?

LORNE: Wonderful singer. I'm heading over there to catch him. Been a while since I've heard his pipes. Also, I'll see what I can find out about Connor. Who knows? Maybe we'll cross paths and he WON'T try to kill me. Listen to me, waxing Pollyanna.

Elijah walks briskly down the hall. Following him is Keith, a much larger senior. Keith is tailed by five of his friends, all of whom are considerably bigger than Elijah.

KEITH: You think you can get away with this, Eli?

ELIJAH: Get away with what?

KEITH: With stealing my money!

ELIJAH: Your daddy's money. And I didn't steal it.

KEITH: You lied to me.

ELIJAH: I said the seats were 30 feet in front of the stage. And they were.

KEITH: I was in the balcony! My girl was not impressed.

ELIJAH: You sure it was the seats she was disappointed in? I told you the truth. They were 30 feet in front of the stage. They were also 120 feet to the left and 50 feet up. Not my fault you didn't ask for all three dimensions. Now if you'll excuse me. Hey Kit.

Elijah puts his right arm around her shoulders. To Kit's right are Connor and Dawn. They're looking at each other. Both of them turn to look at Keith, their faces cheek-to-cheek.

CONNOR: Is there a problem?

ELIJAH: I don't have a problem. Do you have a problem, Keith.

Keith and his friends look at Elijah, Kit, Connor and Dawn. The six of them decide to turn around and walk away.

CLARKE: We coulda taken that Connor kid. Six on one.

KEITH: I know.

CLARKE: Then why didn't we? Who else would we have to worry about?

KEITH: Those girls kinda give me the creeps. Corey told me he saw Dawny on the streets last week throwing down like her sister. Kit's just scary-looking. Probably scratch your eyes out. I think they're like in a gang a something.

CLARKE: So Eli's hiding behind his women. What a wuss.

KIT: Eli, are you ticket scalping?

ELIJAH: Not on a regular basis. Couldn't make the Incubus show at Staples last Thursday, so I fopped off my two tickets to Clarke for $100. 50% markup. Nothing like a fool and his.

CONNOR: Why would anyone pay to see an incubus?

DAWN: It's a rock group, honey. Not an actual —

CONNOR: Oh.

ELIJAH: Well, I gotta go to work. See you guys tonight.

Elijah heads off with Kit.

DAWN: So. What do you wanna do?

CONNOR: I need to tell you something. I'm going home tomorrow.

DAWN: You're leaving me?

CONNOR: I returning home.

DAWN: Which is away from me.

CONNOR: It's only for a little while. I can visit. So can you. You have the summer off. We both knew I'd have to go back.

DAWN: I know. Just, we've been together for — what? — less than three days. And now it's over.

CONNOR: Thought it was beginning.

DAWN: Guess it's the end of the beginning.

CONNOR: Right. So I thought I would spend the rest of my time in town with you.

The phone rings. Andrew picks it up.

ANDREW: Hello. Yes, he is. Who's calling? One moment. [Andrew opens the door to the basement] Spike! Phone. Someone named Gwen.

Spike is startled. He takes a few seconds to recover from the shock and then runs up, grabs the phone and sits at the kitchen table.

SPIKE: Gwendy? Is it really you?

GWEN: The one and only. Been a while.

SPIKE: It has. How did you get this number, or know where to find me?

GWEN: Been working with some friends of Angel. Plus a Slayer named Faith. Always nice to find another freak. I met back when he had a soul. Tried to steal something I was stealing. Electrocuted him. You know how that goes.

SPIKE: You jump started the old boy. He must have loved that.

GWEN: Big goofy grin. Followed by some kissing. Then my fence double-crossed me and tried to kill me. All in a night's work. He seemed interested in reforming me.

SPIKE: That's just like Angel. Needs to help all the lonely pretty girls.

GWEN: Then we bumped into each other after he went bad, and he tried to kill me.

SPIKE: That's just like Angelus. Needs to kill all the lonely pretty girls.

GWEN: How nicely symmetrical and Manichaen. You seemed harder to pin down.

SPIKE: Are you talking literally?

GWEN: Very funny. When we met, you were evil. Or, at the very least, a killer. But you were nice to me. Didn't even try to hurt me.

SPIKE: I had better things to do to you.

GWEN: You know it was about more than that. And with all the shades of gray you came in back then, I'm wondering what's changed now that you're supposed to be good. Though I know all too well that having a soul doesn't mean you can't be evil.

SPIKE: Used to be I was nice to the people I cared about and hurt the people I didn't. Now I'm nice to the people I care about, but I don't hurt the people who mean nothing to me. Plus there's all the guilt I feel for all the people I hurt and killed.

GWEN: A tortured soul. Course you were tortured even before you had one. Guess what I'm trying to say is, what's happened over the last three years? I remember you say that you had to go kill someone.

SPIKE: That someone is what happened.

GWEN: Is that someone the other Slayer? The Buffy girl, or whatever her real name is?

SPIKE: Military put a chip in my head that prevented me from hurting people.

GWEN: Something to go with the chip on your shoulder?

SPIKE: Cute one, Gwen. Always were nimble with the wisecracks.

GWEN: Why didn't you come back? Or even call me? Especially since the main reason we could never work was that you were a murderer.

SPIKE: Didn't want you to see me at my most pathetic and helpless. Thought you would just laugh in my face. That's what most people did.

GWEN: So aside from killing for food, you also killed for your self-esteem?

SPIKE: It was a big part of who I was. Then that part was gone. Buffy slowly but surely filled the void. Not that I wanted her to. Not that she wanted anything to do with me.

GWEN: And you got the soul to impress the girl. Did it work?

SPIKE: It did. Up to a point. What about you? Anything changed?

GWEN: Same old place. New carpeting. Replaced the furniture you broke.

SPIKE: You mean the furniture WE broke. Sorry about the wall. Was there structural damage?

GWEN: It wasn't load bearing. Just some new drywall. Did cost me quite a bit to replace the leather wainscotting.

SPIKE: I told you we should have used the panic room. But you thought it lacked ambiance.

GWEN: And you said it reminded you of a crypt. How exactly was that supposed to be sexy? Call me an old-fashioned girl, but death just doesn't turn me on.

SPIKE: [smiles] Dead guys, on the other hand.

GWEN: You know it's the other way around. I'm the one who turns them on.

SPIKE: Still doing the big ticket thieving?

GWEN: Pays the bills. And getting paid by one super-rich guy to steal something from another super-rich guy doesn't exactly keep me up at night.

SPIKE: Still lonely? I mean in the general sense of being cut off from humanity.

GWEN: Little less lonely since I met Angel. He's got friends. People who've seen enough to be blase about the likes of me. It's a cute little band of misfits and outcasts who have no place in society, so I pretty much fit right in. I mean, as much as I could fit into any group, which I can't.

SPIKE: Tell me about it. I'm glad you called. It's good to hear a friendly voice. With me, they're always in short supply.

GWEN: Seeing how you're in the neighborhood, you could always visit me. Just as friends. Not like last time. I know you're in love with someone else. Seems like that's the case with every decent guy I meet.

SPIKE: I was hardly decent when you met me. And even now —

GWEN: Please, Spike. Don't try that rebel crap with me. You know I see right through that when it comes to you.

SPIKE: Just like I see through your dominatrix pose?

GWEN: Something you and Angel have in common. I don't mean that in a bad way. I realize you two have some sort of immature macho rivalry, even though you're exact opposites.

SPIKE: Does he know about us?

GWEN: Yes, he does. But that's the sort of petty thing I was talking about. God. You figure after a century or two you men would grow up.

SPIKE: One of the side effects of being forever young. Take care, Gwen.

GWEN: You too, Spike. Congrats on your radical act of self-improvement. Hope it works out for you.

Spike hangs up. He looks happy after their friendly conversation. Buffy's standing in front of him.

BUFFY: Who's Gwen?

SPIKE: None of your business. She's neither evil nor a vampire, if that's what you're worried about.

BUFFY: An old girlfriend?

SPIKE: Something like that. Jealous? [Buffy scoffs at the notion]

BUFFY: Please.

SPIKE: Then why so cross?

BUFFY: It's just that, she knows my phone number, and no one's ever called for you before, and how does she know my phone number?

SPIKE: She knows Angel. She's working with his friends.

BUFFY: She's a demon fighter? And she was friendly to you when you were a soulless demon?

SPIKE: That's not unheard of. [looks at Buffy and smirks] But Gwen's not a demon fighter. She's a cat burglar. And she's electric.

BUFFY: Excuse me?

SPIKE: She emits electricity. Kills a normal person by so much as touching them with her pinky. But with vampires, she has the opposite effect. Brings us back to life. Gets our hearts pumping again. For a few seconds at a time. Quite the rush. I'm sure Angel would agree. Don't worry. We're friends now. Same with her and Angel. Course they were never anything more than that.

BUFFY: When exactly did you meet this exotic, fictitious-sounding woman? You're pulling my leg. Electric. What is she, an eel?

SPIKE: Figure a Slayer would be more open-minded about women with special powers. Remember when you took the Gem of Amara from me? Went to LA. Found out it was destroyed. Met her. We had a fun couple of days. Then I came back here. Got chipped. You know the rest. Gwen's a nice girl. She thinks I'm a nice guy.

BUFFY: You were evil!

SPIKE: Didn't stop you. [another smirk] Doesn't mean I couldn't be a nice guy. Life gets pretty boring if now and then you don't meet someone you don't want to kill. You realize how absurd it is for you to be acting possessive about something you choose not to possess.

Dusk at the Hyperion.

TRISTAN: Where's boss?

LARS: Where do you think? With that woman who kicked Ronan's ass.

RONAN: Kicked yours too.

TRISTAN: They're not in his bedroom.

LARS: Think I heard them carrying on in the torture room.

RONAN: Who are they torturing?

LARS: No one.

It takes Ronan and Tristan a few seconds to get the point.

TRISTAN: Hope he's finally back to his old self.

Angelus leaps down from the third floor and lands among his vampires. They move back.

ANGELUS: I'm even better.

All the scars and signs of the injuries he sustained two nights ago are gone. Dru walks down the stairs on the other side of the lobby.

ANGELUS: It's time for us to take back what's mine.

RONAN: You leading us against that Slayer and her cronies?

ANGELUS: They're not worth it. I want you guys to split up and spread out. Hunt and kill like we own this city. Time we show our enemies a little contempt. You girls go with Dru. Happy massacring.

Alanna, Tina and Vala are very eager to hunt with Dru. They recognize her power. And Dru wants to bond with her baby sisters. Angelus goes into his office. Ronan comes in to see him.

ANGELUS: What do you want?

RONAN: The Slayer. Let me kill her.

ANGELUS: You really are beginning to remind me of someone.

RONAN: I've killed one. You know that.

ANGELUS: Minutes after rising from the grave. Pretty rare achievement, having a Slayer for your first kill. But it was a fluke. She threw you into an obelisk on top of someone's grave. Obelisk broke in two, you pick up the top part and jammed the point into the Slayer when she charged you. Ronan, you got lucky. Sure, you did some nifty thinking on your feet, but don't let it turn you into a Slayer hunter. Those vampires end up dead — if they're lucky.

RONAN: I just want a shot. If I find her alone —

ANGELUS: She doesn't matter. Faith can't stop me. You should stop worrying about her. And don't forget there were larger forces at work when you killed your Slayer. I remember the night you killed her. Because I had been brought across the country to meet the new Slayer. If that nebbish guardian angel know when Buffy would be called, he must have known in advance when the previous Slayer was going to die.

RONAN: You think I was just a pawn.

ANGELUS: Don't sell yourself short. You were a full-blown deus ex machina. Given what I know now about the Potentials, I figure Buffy must have been one among many. The previous Slayer dies a few months later, someone else gets chosen. You changed a lot of people's lives that night.

RONAN: Like yours?

ANGELUS: Couldn't have ditched my soul without you. Plus, you robbed poor Buffy of that normal life she's been dreaming of ever since. Right now she'd be graduating college, planning her career, thinking about her future in terms of decades, not weeks. That's the one thing I like about killing a Slayer. You're really killing two girls. By killing one girl, you've ruined another girl's life. Ensured that she will enjoy an early, violent and painful death. Buffy has you to thank for all her suffering. You should be proud. Good thing you were smart enough never to try to kill her.

RONAN: Actually I did. Couple summers ago. Looking for her in a graveyard when I found her six feet under. Had fun pissing on her tombstone.

Angelus laughs.

ANGELUS: You deserved it. You played a crucial part in putting her there. But take your good timing as a sign. It's stupid to seek out Slayers. Why squander immortality? Slayers have to die. You don't.

Lorne arrives in Sunnydale about an hour before Lindsey's show. He wants to get a sense of the place. Figures that in a Hellmouth the high demon-to-people ratio would make the Bronze a place where friendly demons could mingle with people. Just like in LA, which has 100 times as many people but about the same number of demons. As he waits on line outside the door, people start giving him frightened looks. A few run away. Passers-by on the street point at him like a carnival attraction. One mother even shields her son's eyes so he wouldn't have to look at the horrible monster. The hostility forces him away. He drives around until he finds what looks like a demon bar. He enter Willy's wearing a yellow suit and a green shirt. The place is dark and smoky and dank. The demons are far too uncouth for Lorne's tastes. He nervously tiptoes towards the bar. Some very hideous demons give him ugly looks. Lorne realizes he's too demon for the people, too urbane for the demons. By his standards, both Sunnydale's people and it's demons are uncouth hicks. He walks up to a barstool, brushes off the dirt and sits down. He is about to put his elbows on the bar, but notices how grimy it is. The bartender comes over.

LORNE: Can I get a Seabreeze?

BARTENDER: Excuse me?

LORNE: It's a drink.

BARTENDER: Never heard of it.

LORNE: How bout a cosmopolitan, then? [the bartender gives him a blank stare] Right. You people aren't very cosmopolitan. Vodka martini?

BARTENDER: What does this look like to you?

LORNE: A bar.

BARTENDER: You want a beer? A shot? Something made from blood? Got in a new shipment of demon rum.

LORNE: That's not really made FROM demons, is it?

BARTENDER: You think I'd cheat my customers? They'd have my head.

LORNE: Just a club soda, then.

He gets the drink.

LORNE: Excuse me? Barkeep? The glass is greasy. [bartender's not paying attention] Never mind. This place gives dives a bad name.

Clem puts his beer down on the bar and sits to the right of Lorne. He turns to his left to greet the new arrival.

CLEM: I haven't seen you around before. I'm Clem.

He smiles and holds out his right hand. Lorne cautiously shakes it as he looks at Clem and his excess skin.

LORNE: I know a good demon plastic surgeon in Beverly Hills who can take care of your problem.

CLEM: What problem?

Lorne pauses for a few seconds.

LORNE: I'm Lorne. From Los Angeles. Nice to finally see a friendly face. I'm visiting your provincial hellhole — I mean, Hellmouth. So the demons and the people don't intermingle in this town?

CLEM: You're joking, right? Is that how they do it in the big city?

LORNE: I guess we're more progressive. Here you have separate bars. Separate and extremely unequal, I might add. It's like I'm caught in a time warp.

CLEM: Mostly the demons here don't like people. I, myself, do have human friends. Buffy. And Dawn. And Spike. Course he's a vampire.

LORNE: You know the Slayer?

CLEM: I wouldn't mention that word in here. She's sort of [whispers] the enemy.

LORNE: This is perfect! I was looking to meet them. Have you heard of a young man by the name of Connor?

There is some rumbling from the other demons in the bar.

CLEM: You mean the vampire boy. He's even less popular than Buffy. Attacks demons who've never caused any people any trouble. They call him the Killer.

LORNE: That sounds about right.

Lorne sees a jukebox and walks over to it.

LORNE: What, no Barbara Streisand? [some of the demons glare at him] Easy pilgrims. I was being sarcastic. Tough crowd.

He walks back over to Clem.

LORNE: So you've never been to the Bronze?

CLEM: I think I would, sort of, stick out.

LORNE: So what? That's their problem. I think it's time we integrated this town. This world is as much yours as it is theirs. You shouldn't have to hide because of their narrow-minded fear. Let's send the humans of this town a message. Were here. We're demons. Get used to it. You with me, Clem?

CLEM: Uhhh. Well. If Buffy and her friends are there. So I have people to hang out with.

LORNE: There you go! Welcome to the 21st century. Say, have anyone ever performed at this dive?

CLEM: What do you mean by performed?

LORNE: I think it's time to break even more new ground. Got any quarters?

CLEM: Sure. I was at the arcade playing Ms. Pac-Man. Got the high score. Highest three scores. It's dark, so people don't notice me.

LORNE: Thanks. Now it's showtime. Always love winning over a hostile crowd.

NEXT: Lindsey takes the stage. Lorne meets the gang. Faith and Gwen tangle with Dru. And Angelus teaches everyone why they should be afraid of him.