[Wesley realizes that he hates the new guy at Wolfram & Hart far more than he even hated Gavin or Lindsey. Dawn's friends get caught up in some Hellmouth-related violence. Plus, Lorne returns with some intell on Mal.]

GUNN: Cops. Gang bangers. Nine people ripped out of their cars at stoplights in Bel Air. This guy gets around.

WES: And five more taken from their cars in West Hollywood. Those might have been the bodies dropped off here.

FRED: Did he feed off all these people?

WES: Not all the kills were necessarily his. I still maintain the five we found weren't.

GUNN: But the rest all sound like him. Busting into a police station, killing cops and criminals together.

WES: They do display an element of daring which sets them apart from most vampire kills.

GUNN: What about ripping people out of their cars at stop lights. Nothin' daring about that.

WES: He's terrorizing the local population. Imagine if even only one in ten people in Los Angeles feared that stopping for a red light after dark could get them killed.

FRED: But you add all these people up, and even if you subtract the five we saw, you still get like forty bodies. That's a lot of blood.

WES: Twenty gallons or so which could be drained. That would mean he drank his weight in blood.

FRED: Like a hummingbird.

GUNN: This ain't right. Right here, they call these guys "suspected gang members." I know them. They ain't gang bangers. [looks dejected] They're vampire hunters. I rolled with some of them back in the day.

WES: So we're not the only demon fighters he's after. I should have known. Mal seeks to dominate his environment, which in this case is the entire city of Los Angeles.

FRED: He's gonna try to kill every demon fighter in town?

WES: Human, vampires, demons. He'll try to subordinate them all. That's why he had to remove Angel. Mal must believe Angel is the only one strong enough to stop him.

GUNN: Naw. It's more than that. He knows Angel's a leader. Someone people can get behind. Well he ain't the only one. [gets up. walks towards the door.]

FRED: Charles, where are you going?

GUNN: To check on a few old friends. Let 'em know what they're up against. Only shot they got is if they're together. [leaves]

WES: Gunn is right. If the demon fighters remain scattered, Mal will pick them off one-at-a-time.

FRED: Or eight-at-a-time.

WES: All the more reason to concentrate your forces as much as possible. [gets up]

FRED: You too?

WES: Not exactly. I'm going to try to find someone who might know how to open that portal.

FRED: Ya need sleep, Wes. We all do.

WES: I won't be gone long. If I learn anything, I'll come straight back and you'll be the first to know.

Wesley leaves. Fred goes upstairs, checks on Connor, who's asleep, then heads to her room for a nap. Meanwhile, over at a Wolfram & Hart conference room, Clayton stands up before fourteen people sitting around a rectangular table. Clayton is six feet tall, with pale blue eyes, tanned skin and platinum blonde hair he ties back in a pony tail.

CLAYTON: Thank you, Daniel. You did a fantastic job of explaining everything I don't have the time to learn. Some of you may be asking, who's the head guy in charge? Do I work for Daniel? Does he work for me? Do we both work for Sofia? The answer is, no. We are independent of one another. Who the three of us report to is not your concern. As for who you report to, that depends on the issue. I am in charge of everything in this office which pertains to the County of Los Angeles. Daniel runs everything in the office outside the county but inside this dimension. I see a few confused faces. Unless you're a Senior Partner, you needn't worry about the other dimensions. And if you are a Senior Partner, what the hell are you doing here? [laughs] Sofia, who, by the way, happens to be Daniel's mother, is in charge of special operations. If you find yourself using the special ops department, then you know you're going at the problem all wrong. The Law is more powerful than any team of black-clad faux-ninja mercenaries. You and I, we are too powerful to ever need to resort to brute force. And what's important, that's where our enemies can match us. And that's the only place. In the court room, in the board room, in halls of power, they can't touch us. All they can hope to do is bash our brains out in some alley. All we have to do is make sure they never get the chance.

You all know what happened to your predecessors. They are dead because they forget this lesson. And, they are dead because they forgot to have fun. I'm serious. When it comes to fun, I'm deadly serious. The reason I am here, the reason David is here, and the reason you should be here, is to have as much fun as you possibly can. Why else would you work for Wolfram & Hart? If evil isn't fun, then you're not doing it right! When leave here every evening, I want each of you to ask yourselves, Did I have fun today? And if you didn't, figure out why, and promise to do things differently the next day. If someone gets in your way, go around them. Change your tactics. Or just ignore them. The good guys need attention. If you deny them that, they will go crazy. No creature is too powerful for us to neglect. So, in summation, keep yourselves happy and your enemies miserable. Never the other way around. Now let's go have some fun!

The group breaks up and files out. Clayton sees his secretary in the hallway.

CLAYTON: Naomi? Is something the matter?

NAOMI: There's someone in your office.

CLAYTON: I don't have a meeting scheduled.

NAOMI: I tried to keep him out. But this gentleman has a reputation for being violent towards women. Long story short, I didn't want to end up in a cage.

Clayton thinks for a few seconds, then smiles and strides confidently back to his office. He enters.

CLAYTON: I know this isn't your first time in this office. I had all the furniture replaced, as well as the carpeting. So if you did anything, unsanitary, in here, I'm sorry, but there aren't any mementos left for you to remember her by.

WES: Don't waste my time. You know why I'm here.

CLAYTON: No. I honestly don't.

WES: In case you are too think to notice, there is a new player in town.

CLAYTON: You mean the vampire who's killing all those people? Isn't that your department? Saving people so they can live to die another day?

WES: Clearly you don't understand the gravity the situation.

CLAYTON: Enlighten me, Master Price.

WES: By the way, I didn't get your name.

CLAYTON: I know. [pause. Wesley decides not to follow it up.]

WES: You're new here, so I understand if you're not yet on-the-ball. An extremely powerful vampire has come to Los Angeles. He seeks to destroy the balance of power in this city. In YOUR city. He wants to gain dominion over humans AND demons. I'm sure you're intelligent enough to realize that his success would be to your detriment.

CLAYTON: If a single vampire could do all these things, yes. But you sound alarmist. Anyway, if he's a vampire, and he's evil, won't your boss kill him soon enough?

WES: Yes. But perhaps not before he kills you. This vampire goes after the powerful, regardless of whether they're good or evil.

CLAYTON: That's a nice sales pitch. The week-old beard growth only adds to your sense of desperation. Makes you THAT much more credible. But it's still the same old tired boiler plate when you get town to it. [fake English accent] "Sir, we may be enemies, but we have a shared interest in preserving the short-term status quo." And what will happen if I fail to heed your warning? Maybe Angel dies. And that would be bad for me how?

WES: Your firm has a long-standing interest in keep Angel alive.

CLAYTON: And you saw how well that worked out for them. Policies change. The new policy is: We don't care about Angel. Alive, dead. Good, evil. We don't care. Go tell this to your boss. If he has any questions, he can call. I think he knows our number. Is that all? Because I want to get back to something that actually matters.

WES: So this is how they rebuilt Wolfram & Hart. Just add glib and stir.

CLAYTON: Something is not quite right with your visit. The sun hasn't disappeared. The sky hasn't fallen. But you're here. Something must be wrong with the Big Cheese. Why isn't he here for this big pow-wow? [Wesley gulps, because of what he is about to offer.]

WES: I can be of great service to this firm.

CLAYTON: I didn't know you were a lawyer.

WES: You know what I'm talking about.

CLAYTON: No, I don't. This is a LAW firm. Lawyers work here. They do legal work. Maybe a few of my predecessors couldn't handle the responsibility of power and tried to play Lex Luther, squandering their billable hours chasing after penitent vampires and their miracle boys. But that doesn't mean I'll make the same immature mistake. By the way, how is Miracle Boy? Did the new vampire on the block do something to him as well? Because I could so not care. If there's anyone I care less about than Angel, it's his boy. You know why? Of a kid grows up a hunter-gatherer in Hell, he won't wanna be a Champion and go through all the suffering that entails. He'll just ride go off to some farm in the middle-of-nowhere with a pretty girl and have lotsa babies. He won't even try to hurt me. His father will. But his father can't. That's all you need to know about where I stand.

WES: It's a good bluff. You must be bluffing. Because if you're not, then your employers have really kept you in the dark.

CLAYTON: I don't believe in prophecies. And if I did, I wouldn't try to change them. It's a freakin' prophecy! If it's wrong, why care? If it's right, then it's gonna happen no matter what you or I or anyone else does! Or, there's a third option. That's where people like you come in. The same people who call psychics and think John Edwards can talk to their dead relatives. You read a prophecy, you act as if it's going to happen, and in so doing, you actually help to MAKE it come true. You're the reason people write prophecies. It has nothing to do with predicting the future, and everything to do with altering it. Long story short, the Niazian scrolls are a priceless historical artifact which I consider to have zero predictive value. And everyone at Wolfram & Hart who believed otherwise is now dead.

WES: Angel is being held in a nodal dimension which can only be accessed by the vampire who took him there. Perhaps someone here knows something or has something which could held fashion a key to open the dimensional portal. I understand if your overweening pride compels you to feign disinterest. I will leave now. Once I am gone, you can relay this information through the proper channels. That way, you can serve your firm's interests and maintain your facade of self-assured smarm.

CLAYTON: It's not that I don't care about him at all. If Angel were to die, the news would bring me a small amount of pleasure. But not enough to cause me to go out of my way to make it happen. That's about it when it comes to me and your boss. Too bad for you Lilah's no longer around. She'd probably help you find Angel. Or, if she didn't, she'd let you ride her until you forget all about your boss. Lilah's a real nice piece for a guy like you to snag. Of course, everyone knows she really wanted Angel. Kind of like a groupie who can't bang the lead singer, so she sleeps with the roadie instead. [Wesley throws a right hook. Clayton anticipated this and jumped back in time to avoid it. He laughs.] You're a fun fiddle to play, Wesley Wyndham. We should do this again sometime.

WES: The day will come when you will need Angel's help. And when that day does come, and you're helpless and all alone, I hope you remember what you said on this particular day. Farewell. [Wesley walks out. Clayton sits at his desk.]

CLAYTON: Good guys. They think the world revolves around them.

Shortly before noon on Monday morning, Dawn runs into the house. With her are Kit and Elijah.

BUFFY: Dawn? Why aren't you in school? Are you cutting class again?

DAWN: It's not safe. Every one's going crazy. Every thing's going crazy.

BUFFY: What do you mean? Are there demons?

KIT: No. But the people are starting to be corrupted. By the Hellmouth.

DAWN: A big, huge tidal wave in evil energy. We got out before it crested.

BUFFY: Does that mean nothing's happened and you left because you're afraid something MIGHT happen?

DAWN: You think I'm making this up so I can skip school. I can't believe you don't trust me!

ELIJAH: I know. It sounds fishy. Here's how I see it: the Hellmouth's always been there. Dawn could have used this excuse played hooky on any day. But she picked today. And she picked it for a reason.

DAWN: Actually, Kit picked today. [Buffy looks suspiciously at Dawn's best friend.]

KIT: You have to trust me. Something is happening, and we're not safe there.

BUFFY: Not safe from what?

KIT: No offense, but of all people, you should be able to take this seriously.

GILES: What's going on. Is the Hellmouth opening?

KIT: It's always open.

GILES: True, in a certain sense. I meant, is it letting loose demons? Are people dying?

KiT: No. And no. But maybe yes in a little while. For the second one.

DAWN: The world's not ending today. People are just getting, like, infected by the negative energy.

ELIJAH: Speaking of negative energy, I have an AP Physics exam to take.

KIT: You're going back?

ELIJAH: It's not the sort of thing they reschedule because of bad vibrations. I'll be fine, Kit.

KIT: No you won't.

ELIJAH: I'm sorry. But I have to take my chances. Things get scary, I promise I'll be the first the run away. [kisses Kit on her forehead, then leaves]

BUFFY: I still need to know what you saw.

DAWN: Buffy, please trust us.

BUFFY: I need to see for myself.

GILES: Alone? You'd be vulnerable to you-know-who.

Kit looks up and to her right. Then she looks back at Dawn.

KIT: Are we safe here?

DAWN: Completely.

KIT: Is Willow doing a spell?

DAWN: No. Just research.

BUFFY: Kit, is there something you're not telling me?

KIT: About the school? No.

DAWN: Buffy, relax. [goes up to her room with Kit]

BUFFY: [to Xander] How much do you know about Dawn's friend?

XANDER: Buffy, she's just scared. Kit's not used to seeing the Big Evil.

BUFFY: She wouldn't say what she saw.

XANDER: She probably couldn't make sense of it.

FAITH: Besides, if they were cutting class, why would they come here?

A little after three in the afternoon, Lorne returns to the hotel and meets with Wes, Gunn, Cordy and Fred in a large conference room to the right of the lobby, part of Xander's rebuilding/remodeling.

CORDY: Where have you been?

LORNE: Where haven't I been? Or, more apropos, where hasn't Mal been?

WES: What did you learn?

LORNE: First, he's really famous. His name or his face is probably known in thousands of dimensions. Second, he's so powerful, most of the demons I talked to don't believe he's a vampire. They simply can't conceive of a vampire strong enough to enslave pure-blooded demons. The usual anti-mongrel snobbery.

FRED: He enslaved Angel?

LORNE: Mal's a reverse snob. He only enslaves. Not vampires. Not humans. Only demons.

FRED: I suppose even killer monsters can have their good traits. [Lorne looks nervous] Not you, Lorne. You're a good demon. A great demon, in my book.

LORNE: Mal controls at least ten nodal dimensions like the one he's stashed Angel in. Each node allows him to directly access ten or twenty different dimensions, as well as all the other nodes.

WES: Allowing him to travel very quickly to most parts of the known universe.

LORNE: That's the idea. The nodes themselves are essentially private estates where he makes the demons perform forced labor.

CORDY: So what has he done to Angel?

LORNE: In addition to the demon workers, Mal also captures demon warriors which he keeps around for his own amusement.

WES: As gladiators?

CORDY: Been there, so done that.

LORNE: No. As sparring partners. Mal fights them himself.

FRED: Do the demons you talked to have any idea how to break into one of these nodes?

LORNE: Other than convincing Mal to enslave you, no. But the Trojan Horse act's been tried, and it doesn't work. He's put down plenty of revolts. Let's just say, if we find a way to kill Mal, there's gonna be a whole lotta demons wanting to buy us drinks.

GUNN: I don't like fighting a guy with that many enemies. Way you tell it, Mal's a playa who's got every demon in a hundred worlds playa-hatin'.

LORNE: Several hundred. Maybe more.

GUNN: And if he can survive that —

FRED: What chance have we got?

WES: If Mal thought we were easy marks, he would not have taken Angel.

CORDY: So the fact that Angel's gone is a GOOD thing?

WES: Of course not. But it demonstrates that Mal takes us seriously.

LORNE: It could just be that he's prejudiced. Mal thinks humans are vastly superior to demons. In fact, a couple guys told me they heard that Mal occasionally makes his demon captives work for human masters.

FRED: Has he ever been to Pylea?

LORNE: No. I would have heard stories about him if he had.

FRED: Too bad. Ah mean, after Angel saved me and brought me back here, of course. Come on Lorne! Wouldn't you rather have him enslaving your people than kidnapping Angel?

LORNE: Of course, pumpkin. You know I'd sell my entire species into bondage to save Angel. Achy-machy, that's a scary thing to hear yourself say. [downs his drink] And, unfortunately, I don't think it's a viable option.

GUNN: Speaking of viable options, where's Connor?

CORDY: Downstairs. Training.

LORNE: He'll need it.

GUNN: By the way, did anyone else catch that story on the news about the killing at that golf course?

CORDY: Eight dead on the fairways at Oak Hills country club.

LORNE: That's where they're holding the Open next year. Possibly the swankiest, most exclusive club in town.

CORDY: I've heard the annual membership fee is in the low six figures.

WES: A haven for the rich and powerful. Sounds like a perfect target for Mal.

CORDY: Except that the killings took place in the middle of the day and under a blazing, vampire-roasting sun.

FRED: Mal's travelled across deserts plenty of times. I'm sure he knows how to protect himself against the sun.

GUNN: Channel five said there was a report of a guy in a black robe fleeing the scene.

CORDY: Isn't it enough that he's stolen Angel and beaten the crap out of us? Now, on top of everything else, we gotta watch out for this vampire twenty-four-seven. As if I didn't have enough reasons hate him.

It's a little before four thirty at the Summers residence. Elijah has returned, to the great relief of his girlfriend.

ELIJAH: The test was fine. Well, not fine. It was pretty tough. But peaceful. No interruptions. And no casualties.

BUFFY: So this evil mass hysteria Kit was talking about never happened?

ELIJAH: I didn't say that. Just that there were no casualties in the exam room. But when I got out, I heard about what happened in bio lab. They were dissecting fetal pigs. The pigs came alive, and grew real big. With tusks. Like wild boars.

DAWN: Or razorbacks?

ELIJAH: Yeah. The school mascot. They coulda been razorbacks. But that's not the point. The pigs ran out of the lab, charged into Vice-Principal Mooney's office, and ate him.

KIT: Oh my god.

XANDER: The PIGS ate the principal? That's an ironic and gruesome twist.

DAWN: The vice-principal. But he had been the acting principal ever since Principal Wood . . . you know.

GILES: I think it's fair to say Dawn and Kit were correct to leave early.

BUFFY: Are these demon pigs still loose?

ELIJAH: I don't know. The police searched the school and couldn't find anything. I heard Animal Control was out looking for them.

KIT: Did you see Carlos?

ELIJAH: No. I'm sorry, but once I heard about the man-eating piggies, I ran to my car. All the teams were out playing and practicing. Which I don't think they would've been doing if those things were loose on the school grounds.

DAWN: There's his car!

Kit opens the door. Carlos, Denise and Keith walk up to the porch. Carlos has a bruise under his left eye. Keith has a bloody lip. Denise has a bloody bandage wrapped around her right calf.

CARLOS: Can we come in? [Buffy sees them]

BUFFY: Of course. Hi Carlos. Denise. Ummm, Kevin?

KEITH: Keith.

BUFFY: Right. Sorry, Keith. Come on in. So what happened?

MOLLY: Keith?

KEITH: [smiles] Molly! You really are here a lot. [she runs over and hugs her boyfriend]

MOLLY: You're hurt.

KEITH: It was nothing. Coulda been a lot worse. [Willow, Xander, Dawn, Buffy and Giles crowd around Keith, Molly, Denise and Carlos. Keith feels a little overwhelmed by the attention] We're having a meet. I'm waiting to throw the javelin. Suddenly, my mind starts telling me to throw it into the other team's coach. I'm totally freaked. So I drop it. Then the guy from Central who was up before me threw his javelin into my coach's foot. Never seen anything like that in my whole life. So I grab him. Ask what the hell was wrong with him. He kept saying "I'm sorry, I'm sorry. I didn't mean to. I'm sorry." I punched him out. Then Tim smashed his discuss into the head of the thrower from Central. And the runners started having a brawl.

DENISE: I'm in the blocks on lane four. Right before they shoot the starter's pistol, the runner in lane five spikes my leg. I fall to the ground, grab my leg, and she starts kicking me. So I grabbed her foot, pulled her down, and that's when everyone swarmed around us.

GILES: Did the starter's pistol turn out to have live bullets?

DENISE: No. I don't know. No one got shot, if that's what you're asking.

KEITH: I ran over to protect our runners. It was brutal. Everyone was out for blood. But runners are small. So I punched a bunch of Central guys out. Got hit a few times, but nothing major. Then their pole vaulter shoves the end of his pole into my mouth.

MOLLY: Are your teeth okay?

KEITH: Don't worry, Moll. I'm fine.

MOLLY: A metal pole in the mouth. He could have done a lot of damage. We should have been there.

BUFFY: You mean to break up the fight?

MOLLY: No. To teach that pole-wielding wanker a lesson. Let's go clean you up. [puts her right arm around his waist and walks him to the kitchen.]

KEITH: Really. I'm fine. But thanks for caring.

BUFFY: I think the Hellmouth's affecting her as well.

DAWN: Come on. You never got mad at someone because they tried to hurt YOUR boyfriend?

BUFFY: Yes. But those were demons.

DENISE: Your boyfriends?

BUFFY: Their enemies.

DENISE: Oh. [still looks a little confused. She knows about demons, but she's never seen one. Dawn's about to add that a couple of these boyfriends were demons, but decides that would take the conversation on an unhelpful tangent.]

DAWN: So what happened to you, Carlos?

DENISE: I pulled Keith out of the brawl, then went over to the ball field to get Carlos.

CARLOS: I had a no-hitter through four innings. Then their pitcher beans Ricky when he's taking practice swings in the on-deck circle. Forty feet from the plate! Said Ricky was timing his pitches. And Ricky didn't have his helmet on, cause this was between innings and he wasn't at the plate. Knocked Ricky out. After that, we just lost it. You can't let the other team to get away with something like that.

DENISE: You make it sound like it was your normal bench-clearing brawl. It wasn't. Not after they broke out the baseball bats. Keith and I pulled you out of there before before you got clubbed. You seemed pretty pissed at us.

CARLOS: I was mad. I wanted to stay and stick up for my teammates. But once I chilled, I knew you did the right thing. And getting in the middle of something like that to pull me out, you really risked yourself for me. That means a lot. Maybe I can pay you back some day. [Carlos smiles at Denise. She smiles back.]

DENISE: Let's hope you don't have to. [the tender moment over, she looks at Buffy and all the other strangers around her] So, Carlos said you people know what's causing this.

WILLOW: Yeah. In a very general sense.

GILES: Sunnydale is built upon an epicenter of evil energy. More specifically, the high school you attend is built upon the focal point, the origin of that demonic energy. It's directly below the principal's office, to be exact.

DENISE: Yeah. Carlos told me that, after the dead people attacked him in the basement, Dawn told him something about the Boca del Diablo. Does this have anything to do with the things we saw on Friday?

GILES: To a certain extent. The demons you spotted were drawn to Hellmouth's energy. It would appears that today this energy is unusually strong.

DENISE: So everyone at school got an extra big dose of evil radioactivity?

GILES: More or less. These things happen every now and then. They're always over rather quickly. I wouldn't worry about it.

CARLOS: This is the whole "You don't wanna ask" part I told you about.

DENISE: I get that now. [looks over Buffy, Willow, Xander, Giles, Dawn, Anya and Andrew] I really don't wanna ask. Thanks, Buffy. In advance. For whatever it is you always do to save us. And thanks to your dad for being so nice. [Buffy coughs and doubles over in shock. Giles looks like a deer in the headlights. Willow, Xander and Dawn gasp] Sorry. Stepdad? [because he has an English accent and Buffy clearly doesn't. This doesn't help. In fact, it only offends Buffy more. After a few seconds, they are able to speak.]

BUFFY: He is NOT my —

GILES: I am not in any way her —

DENISE: Oh. [embarrassed] I didn't mean to, ya know, imply anything. Just that every time I come over here, to Buffy's house, you're also here.

ANDREW: That's because he's her —

GILES: Former librarian.

WILLOW: Our former high school librarian.

ANYA: That's true. Yet, ironically, it's not as believable as this girl's falsehood.

DAWN: He's a friend of the family.

DENISE: Guess your family has an awful of friends. [looks at everyone in the kitchen, living room and dining room.]

XANDER: Buffy's always been very popular.

GILES: Would you like a fresh bandage? I could take care of that wound for you.

DENISE: Sure. That would be, that would be great, actually. [Andrew comes back from the kitchen with an ice pack. He hands it to Carlos]

CARLOS: Hey thanks man. [he's not sure who the eager-to-help blonde guy is.]

XANDER: You can sit right here. Or lie down. Whatever feels right.

Denise hops on her left foot towards the couch in the living room. She sits down next to Carlos. Giles comes over with a first aid kit. He tries to make small talk and divert Denise's attention from the weirdness all around her.

GILES: You said you're on the track team. Which distances do you run?

DENISE: 400 yard hurdles. 440 yard run. Plus the four by 440 relay. But the hurdles are my best event.

CARLOS: Denise has the indoor and outdoor county records.

GILES: That's very impressive.

DENISE: Thanks. I hope to make it to states next month. Provided my leg heals in time.

GILES: What year are you?

DENISE: Junior.

GILES: So you could do even better next year. Maybe even break the state record.

DENISE: Maybe. But most female runners peak at sixteen or seventeen. Hopefully I'll be one of the lucky ones who doesn't hit the wall. [Giles is reminded of something he read at the Watcher Academy about how most Slayers peaked at 16 or 17, and how few survived to face the test on their eighteenth birthday.]

GILES: I'm sure sure will. How long have you lived in Sunnydale?

DENISE: Two years. My parents came here for the good schools and affordable homes. Is that cause of the Hellmouth thing?

GILES: The affordable real estate part, yes. I don't know how to explain to good schools aspect. I didn't even know they were good. By the way, Carlos, when did you move here?

CARLOS: Last year. Around the same time as Kit. Where is she?

DENISE: I think she's with Dawn.

Rona, Amanda and Madari walk up to Denise and Carlos.

AMANDA: Hi Denise.

MADARI: Hi Carlos.

RONA: We just got off the phone. Clarence, Preston and Prashant are all at home. And they're okay.

CARLOS: Good. Thanks for the info, Rona. Nice to see you, Madari. [the three Potentials walk away. Giles is a bit surprised that his Potentials were on a first name basis with Dawn's friends.]

DENISE: So how come Amanda's here with all her friends? Those girls are always together. It's very strange.

Meanwhile, in the back of the living room.

ANYA: Do you think it's a good idea to care for these outsiders and let them into our baffling and disturbing world? Can you imagine what they'll think of us?

XANDER: Right now, they think we're nice.

ANYA: And we are. To a fault. But if Buffy keeps playing hostess, sooner or later they'll see something we can't explain away.

Spike walks out of the basement, travels through the kitchen, stretches his arms out and enters the living room.

SPIKE: My first decent day's sleep in two bloody weeks. Good morning. Did I miss anything? [sees Giles bandaging up Denise] Did she come in today? She looks like a strong fighter. Welcome, pet. [Denise is a little frightened by Spike. He has a way of doing that.]

GILES: Denise is one of Dawn's friends. However, she is not one of the . . .

SPIKE: Ohhh. One of the Scrappies, then. Why's she been fighting?

GILES: I'll explain later on. Or, someone else could. Right now, things are a tad hectic up here. Perhaps you could go down to the tranquil basement. Carlos, I think this room's a little dark. Could you please open the curtains? [Spike knows how to take a hint, especially one that's also a threat. He goes into the kitchen. Denise and Carlos look even more confused than before. Giles tries his best to come up with an explanation for Spike.] Buffy is a very, charitable, person. She helps people who are down on their luck. "If I don't help them, no one will." That's what Buffy always says. She has a very big heart.

Spike receives a more favorable audience in the kitchen. He waits by the microwave as his blood heats up. Sitting at the table are Elijah, Kit and Dawn.

ELIJAH: That's blood you're nuking, right?

SPIKE: Yeah.

ELIJAH: What kind?

SPIKE: Pig's.

ELIJAH: You buy that at the butcher's or something?

SPIKE: You come at closing time, they'll give you it for free. It's either that or they throw it down the drain.

ELIJAH: How much blood do you drink each day?

DAWN: Eli. Spike doesn't like to be bothered. [she doesn't like how friendly he is with Spike]

SPIKE: Eli's no bother. So how was LA?

DAWN: You told him about that? When?

ELIJAH: Some time last week. He was asking me about college. [Dawn looks at Spike in disbelief]

SPIKE: What's with the third degree? I have to get permission before I talk to your mates?

ELIJAH: That's weird. You worry about me having a conversation with Spike, but you don't worry about your boyfriend living with someone who killed your friends. [Dawn's eyes narrow and her jaw tightens. Kit who sits between them, tries to play peacemaker.]

KIT: Can we knock this off? They're both harmless. [Spike doesn't like being called harmless. But he did like Eli sticking up for him vis-a-vis Angel]

ELIJAH: I'm sorry, Dawn.

DAWN: It's nothing.

ELIJAH: That reminds me. I met Angel when I went to pick up Connor. I don't think he likes me.

SPIKE: [smiles] You don't say?

ELIJAH: Seems to think I'm some stoner who's gonna lead Connor astray.

DAWN: Why would Angel even think that?

ELIJAH: It might go back to that 200 year generation gap he's got with Connor. He sounded a little scared when he found out Connor was into hip hop.

SPIKE: [laughs] Figures. Angel likes Barry Manilow. [Elijah and Kit laugh. Dawn looks horrified]

DAWN: You mean when he doesn't have a soul?

SPIKE: Nope. Only when he does.

DAWN: I guess nobody's perfect. [she thinks highly of Angel, so this is a disappointment. She also wonders if Buffy knew about this, or, God forbid, if Buffy knew and didn't mind.]

KIT: And I thought my dad was embarrassing.

ELIJAH: You think that's worse than the vampire thing?

KIT: Absolutely. Culturally, vampires are seen as sexy and cool. Barry Manilow's neither.

ELIJAH: Y-you think vampires are sexy?

KIT: No!

SPIKE: Hey!

KIT: I meant they're sexy in movies and stuff. I wasn't talking about ACTUAL vampires.

SPIKE: You best mate found me sexy. Had a pretty serious crush on me. [Kit looks at Dawn, who appears embarrassed]

DAWN: I-I-I was fourteen. And it was during that KEY period in my life when I was feeling very alienated from real people. Remember the KEY period I told you about?

KIT: [to Spike] I wasn't saying you were gross or repulsive.

SPIKE: Can't say I take that as a compliment. But women have called me worse.

ELIJAH: However, Angel's friends all liked me. And the demon one seemed to like my singing.

KIT: You can sing?

ELIJAH: Very funny. It's a thing he does to make sure people are on the up-and-up.

KIT: He reads auras? [Willow and Kennedy enter from the dining room]

ELIJAH: Or thoughts. I'm not sure. The only one who didn't like me was Cordelia.

WILLOW: That can be a good thing. In fact, there was a time when that could be a badge of honor.

ELIJAH: Although I think she likes my brother David.

WILLOW: David Campbell? How could she not? He's so studly. [Kennedy looks at Willow] I mean, he was. Back when I knew of him and when I was straight. It doesn't mean anything. Like the time you said Connor was cute.

DAWN: [smiles] When did you say THAT? [this would only confirm Dawn's deeply-held personal belief that Connor is only the most gorgeous guy in the world.]

KENNEDY: I forget.

DAWN: But you said it?

KENNEDY: Yeah. And Willow got jealous, which was kinda funny.

WILLOW: Just like ten seconds ago when you got jealous over a guy I haven't seen since I was in high school.

KIT: Speaking of high school guys, did you see Keith with that Potential?

KENNEDY: You mean Molly?

Molly and Keith are standing on the back porch.

KEITH: Is something wrong? You seem distracted.

MOLLY: It's nothing you should worry about.

KEITH: I could go if you're in the middle of something.

MOLLY: No. Stay. [Keith smiles and puts his arms around her waist] Ow. [He touched her stomach wound, which is still healing]

KEITH: Sorry. [removes his hands. Molly grabs them and puts them on her stomach about four inches higher. Molly holds onto them as Keith holds her tighter.]

MOLLY: That's better. [Molly looks up at Keith, smiles and kisses him. Molly knows she's not safe. She also knows that Keith's the last person who could protect her. But, for the moment, being in his arms allows her to forget about Seth and the Reapers.]

WILLOW: So what's this Keith guy like? You make it sound as if you're not exactly crazy about him.

DAWN: Keith's a jerk. I mean, he used to be.

KIT: He picked on Elijah.

ELIJAH: No he didn't. I gave as good as I got. [Kit looks incredulous]

DAWN: Keith was your basic popular jock.

KIT: Except more predatory than most.

WILLOW: To women!?

KIT: No. Just the guys. Nerds and geeks like Eli.

ELIJAH: Thanks a lot. [Kit smiles and rubs his shoulder]

KIT: You know that's one of the things I like about you.

WILLOW: He doesn't sound like the sort of guy I'd want one of the girls getting friendly with.

DAWN: But he's changed. Molly's changed him.

KENNEDY: She turned a jerk into a sweetie?

KIT: Total 180. He's even being nice to Elijah.

ELIJAH: Actually, I think that's cause he's scared of Connor.

KIT: Connor made Keith stop being mean to you. He didn't make Keith start being nice to you.

WILLOW: Shouldn't be a surprise that a Potential can reform a boy. Look what a Slayer can do to a man. Isn't that right, Spike?

She smirks it him as he walks back down into the basement. He sneers back at her. Meanwhile, after bandaging up Denise, Giles went up to Buffy's room.

GILES: Does this change anything?

BUFFY: It does. We're still going after this creep. But now we know where to find him.

NEXT: Connor tries to play Slayer and order around Angel's friends. But Mal comes to put Connor back in his place.