The italicized stuff is all from the episodes transcripts and belongs to the WB, Spelling Television Inc. and people who own Charmed. (Not mine) and was written by Henry Alonso Myers.

"Damn." Buffy cursed entering the cave. "That hurt like a bitch." She added wincing.

"Thank goodness you came, we wouldn't have been able to hold her back much longer." An elder said helping her sit. "I wish I could heal you, but."

"The hell mouth, I know." Buffy finished for him. "It's been crazy out there."

"We know, it's difficult for us, not being able to help you." He replied.

"Yeah, well your better off in here, trust me." She said "I'm about ready to go to San Francisco and knock some sense into the girls."

"You can't." he exclaimed. "The hell mouth isn't only protecting us from them, it protects you as well, if you leave, you wont return."

"Great, so I'm stuck here in crazy town." Buffy groaned.

San Francisco:

(Leo turns around and sees Zankou flaming into the room. He materializes.) (Leo turns around and fires streams of electricity at him. The electricity hits Zankou square in the chest, throwing him against the far wall in the small kitchen.)

ZANKOU: Unh! (Leo stops. Zankou turns around and looks at Leo. He advances slowly toward Leo.)

ZANKOU: You've been weakened, Avatar, by the death of one of your own. (Zankou uses his own powers and hurls Leo back against the far living room wall. Leo hits it with a thud and falls to the ground.) (Leo looks surprised at Zankou. Zankou sighs and walks over to Leo.)

ZANKOU: We both have the same problem, you and I. Neither of us trusts this new world ... and we're both gonna have to do something about it. (Zankou walks up to Leo and takes ahold of Leo's collar in a firm grip.) (He flames both of them out of the apartment.)

Zankou takes him to the pyramid and reveals the truth about the Avatars.

ZANKOU: Agent Brody realized the danger the Avatars posed, too. That's why he was willing to help me weaken them so that I could bring you here, so that you could help. He was willing to sacrifice everything to stop them.

LEO: Brody was crazed.

ZANKOU: (firmly) Brody was right. You know, deep down, that there is something very wrong with this world, Leo. Something you never foresaw in your own myopic zeal to try and make it all better. People have no free will anymore. At least not completely. The Avatars now dictate their destinies ... and you ... let it happen. The question is, are you willing to fix it?

LEO: To do what? Get back what we had before? Fight your kind again?

ZANKOU: Well, nobody said the system was perfect, did they? But it's better than this, isn't it? (Leo turns and looks at the wall of ancient hieroglyphs.) You decide for yourself, but decide soon. If we're to work together, we're gonna have to move quickly.

"How can you expect me to trust you?" Leo asked.

"I don't, but come with me." Zankou replied.

"Where?" Leo asked.

"To the blemish on the face of utopia so to speak, the one place there not ready for you to discover yet." Zanku replied shimmering them out before Leo could protest.

"Where are we?" Leo asked watching the chaos enfold around him. People were rioting in the streets killing each other, acting as if possessed.

"Sanctuary, at least for those of us who oppose the avatars." Zankou began. "Come on." he said shimmering them somewhere else.

"So this is where all the demons went." Leo said glancing around the sewer.

"You brought an Avatar here." A demon exclaimed furiously.

"Don't question me." Zankou replied waving his hand and vanquishing him.

"Leo?" Buffy said surprised stepping out of the shadows.

"Buffy, what are you doing here?" Leo asked confused.

"Me, I live here. Well not here, in the sewer. Don't you know where you are?" She asked realizing Zankou hadn't told him. "Welcome to the hell mouth."

"What's going on here.." Leo exclaimed.

"So, I hear this is all your fault." Buffy replied.

"Your working with the demons?" Leo asked.

"No, well sort of, I'm protecting them, but that's a long story. I just came to see how they were doing. Make sure the Avatar didn't come here after I kicked it's ass. Plus the elders were givin me a headache." Buffy rambled.

"The Elders are here to?" Leo asked.

"Yup, in all there annoying glory." Buffy sighed. "Look, you guys need to fix this, where are the sisters?"

"They where changed, they don't see how wrong this world has become." Leo said sadly. "I'm so sorry, If I had known.."

"We need to fix this." Buffy cut him off.

"But, I don't know how, not without the girls." Leo replied.

"Well, you need to make them see the flaws of utopia." Buffy replied.

"But how?" Leo asked. "They love the new world."

"Use Phoebe, make her see what really happened to Kyle." Buffy replied. "Make her see that the Avatars aren't the paragon of good the seem to be." Leo nodded orbing out.

(Leo and Phoebe orb into Kyle's apartment.)

PHOEBE: Leo, you can't just - (She stops and looks around, realizing that they're in Kyle's apartment.) (Leo picks up the snow globe from the floor.)

PHOEBE: Wh-what are we doing here?

LEO: I need you to get a vision. I need you to see what really happened to Agent Brody.

PHOEBE: I know what really happened to him. He's moved on to a better place.

LEO: Maybe so ... but it doesn't change the fact that somebody killed him. (He holds the snow globe out for her to take.)

PHOEBE: Well ... (Phoebe glares at Leo, then sighs.) (She takes the snow globe from him and closes her eyes. Immediately, she sees something.) (Quick flash of: INT. BRODY'S APARTMENT - DAY Kyle raises the potion. Beta's eyes widen. She throws a stream of electricity at Kyle. Kyle drops the potions bottle as he's thrown across the room. He hits the kitchen counter and falls to the floor with a thud.) (Paige kneels down next to him.) (End of Vision. Resume to present.)

PHOEBE: Oh, my god. She killed him.

LEO: Yes. The Avatars don't want you to know that, Phoebe. They don't want you to know why people just suddenly disappear.

PHOEBE: Leo, why are you doing this? LEO: Because it's the truth, Phoebe. They changed you so you couldn't feel the true pain of death. They want it to seem like it's a good thing, so the next time it happens, you don't even question it.

PHOEBE: No.

LEO: Yes, and it's gonna happen again, Phoebe. As soon as they decide somebody in the world is creating too much conflict.

PHOEBE: Leo, we're not going back to the way it was. Okay? We tried it for seven years and it just didn't work.

LEO: Phoebe, please.

PHOEBE: (interrupts firmly) No, Leo, listen to me, okay? We made the world a better place, and we're gonna live in it just the way it is now. Do you understand?

"It didn't work." Leo said orbing back into the sewer. "Where's Buffy."

"She's not here." Zanku replied. "She went to find her friends."

"I need to talk to her." Leo replied.

"Fine, follow me." Zankou replied shimmering out.

They walked the streets quietly as the insanity continued around them neither paying it much attention in their search for Buffy.

"Oh god Buffy." Leo exclaimed spotting her lying on the ground with blood spilling from her chest.

"Leo." Buffy said coughing. "Did you do it, did you get to Phoebe?"

"It didn't work, what happened?" he asked concerned.

"The Avatars came back, I guess I really piss them off." Buffy said struggling to breath.

"They did this to you?" Leo asked.

"No, but they did something to the people here, made them worse." She struggled to explain.

"I can't heal you here." Leo said frustrated . "We need to get you off the hell mouth so I can."

"If you take her out of here the avatars will just use there powers to make her disappear." Zankou replied.

"I can't just let her die, We need to get you to a doctor." Leo insisted.

"I think the guy who shot me was a doctor." Buffy began struggling to stay conscious. "It hurts more this time, it didn't really hurt last time."

"What hurt?" Leo asked confused.

"Dying." Buffy replied weakly.

"Your not going to die..." Leo began trailing off as her eyes closed. "Buffy?" he called shakily.

"She's gone." Zankou said emotionlessly from behind him.

"Buffy no." Leo said as tears ran down his face.

"I know your grieving but we still need to fix the world." Zankou said impatiently after a few minutes.

"Shut up." Leo said furiously. "Wait, that's it."

"What's it?" Zankou asked confused.

"I think I know how to make them see." Leo declared orbing out.

Manor:

"Leo what are you doing?" Phoebe demanded.

"It's not a perfect world Phoebe, they killed Kyle you saw it with your own eyes. They killed Buffy to." Leo replied sadly.

"Wait, what? Buffy's dead." Phoebe asked confused. "well, at least she's in a better place."

"She's not in a better place Phoebe, she's dead, you should feel grief, but they wont let you, they can't if they want you to keep going along with the." Leo replied hurriedly. "Here." he said throwing something to her. She caught it glancing at it confused.

"What am I supposed to do with this?" She asked examining te silver cross.

LEO: (instructs) Don't let them make you forget why I'm doing this, Phoebe. It's supposed to hurt. Go to the Book, remember all the losses, then go to Zankou.

PHOEBE: Wait. Zankou?

(As she looks at Leo, Leo vanishes from existence ... right before her eyes.)