Chapter 74: The Prom

The mansion is dark, quiet. Buffy and Angel, still clothed, lay on Angel's bed. Buffy is covered with Angel's comforter.

Angel's awake before Buffy. Watching her sleep, his expression both loving and thoughtful. After a long beat she stirs. Eyes open. She sees him looking at her. Smiles. "What? Do I have funny bed hair or something?"

"Or something." Angel says.

"Guess we got carried away with the post-slayage nap thing." Buffy says as she sits up - a little groggy. She pats her hair - feels that she does, in fact, have a funny bed do. "Oooh. Not good." She starts to get up but Angel holds her back.

"Where are you going?" Angel asks.

"To kill the cat on my head." Buffy says.

Angel shakes his head, "No mirrors."

Buffy mock pouts. Smoothes her hair with her hand. "You know. This place is not girl friendly. No mirrors. No natural light."

Angel just smiles and pulls her back into his embrace. She gives in easily. "I think you look perfect."

"Perfect? Come on. I mean, that's really- Okay." Buffy says. They lie for a moment. "Still, we could think about getting a couple of mirrors in here. And maybe a drawer, for stuff of mine. I mean, that's what couples do, they have drawers."

"That's right." Angel says.

Buffy continues, her enthusiasm ever so slightly forced. "'Cause I figure sometimes I could spend the night. After the prom, it'd be great to come back here and just be together..."

"The prom?" Angel asks.

Buffy nods, "Yeah. You know, the big "end-of-high-school-rite-of-passage" thingy? Imagine a cotillion with spiked punch and the electric slide."

Angel looks uneasy at the turn this conversation is taking. "Right."

"Don't worry, it's at night. And lots of girls have older boyfriends. You'll blend." Buffy says.

"I guess maybe you should get home." Angel says.

"Ah, there's gotta be a few hours before sunrise –" Buffy says as she goes to the curtains throwing them open, flooding the room with a ray of sunshine which hits Angel dead on. Angel bolts for a dark corner. Buffy whips the curtains closed again. Then Buffy turns to Angel, sheepish. "I guess it's later than we thought."

Later in the quad at school Xander sits with Buffy, Willow and Oz. He's smiling, if still a little confused.

"Anya, huh? Interesting choice." Oz says.

""Choice" is kind of a broad term for my situation. It's either Anya or the sock puppet of love for this boy." Xander says as he makes a little talking face with his fist. "I love you, Xander, I will never leave you."

"Well, if Anya tries to get you killed, put me down for a big "I told you so"." Willow says.

"Who is this Anya? Is she prettier than me?" Xander says, pretending the sock puppet is the one talking.

"She just better not cross me, that's all I'm saying." Willow says.

"At least now we've all got someone to go with. Some us are going with Demons, but that's a valid lifestyle choice. More importantly, I've got the kick dress." Buffy says.

"The pink one?" Willow asks.

Buffy nods, "Oh yeah. Angel's gonna lose it. But not his soul. I mean, lose "it." His "it"."

Xander is lost in hand puppet land, and now she is bitter, "Why don't you let your demon make dinner for you! I don't even know you anymore!" He stops when he realizes everyone is staring at him. Smiles sheepishly and puts his hand down.

Buffy turns to Willow, "So is Faith going?"

Willow shakes her head, "Faith said heck no would I catch her in a dress."

At the Mansion Angel is picking up some things when he finds one of Buffy's notebooks.

On the notebook there are doodles on the cover in Buffy's scrawl. Hearts, flowers - and "BUFFY & ANGEL - 4-EVER"

Angel takes this in. Touched by the innocence of it. But also further troubled by a growing uneasiness. A knock at the door rouses him. He goes to it and opens it and finds Prue there. "Prue."

"I'm sorry to... I would have called but I don't have your number." Prue says as Angel steps back to let her in.

"Please. You, Piper and Phoebe are always welcome here. Can I get you something? I don't have any coffee or I'd..." Angel says.

Prue shakes her head, "No thank you." She decides to get to the point. "I understand Buffy spent the night."

Angel nods, "I'm sorry about that. We came back after patrolling and-"

"Buffy filled me in on the details already. That's not why I'm here." Prue says.

"Okay." Angel says, wary.

"I'm here because I'm worried about you two. In general." Prue says.

"I understand. And I promise you, what happened before? When I changed? It won't happen again." Angel says.

Prue nods, "It better not. But that's not all I'm concerned about. I mean, I don't have to tell you that you and Buffy come from different worlds."

"No. You don't." Angel says.

"And Buffy's had to deal with a lot. Grow up fast. Sometimes even I forget that she's still just a girl." Prue says.

Angel nods, "And I'm old enough to be her ancestor."

"She's just starting out in life." Prue says.

Angel nods, "I know. Believe me. I think about it. More now that she's staying in San Francisco."

"Good. Because when it comes to you, Angel - Buffy's not a Slayer or a Charmed One. She's just like any other young woman in love. You're all she can see of tomorrow. But I think we both know there's gonna be some hard choices ahead. If she can't make them, you're going to have to." Prue says as Angel says nothing. "I know you care about her. I just hope you care enough."

Angel, pained, takes this in. He knows she's right.

At the library Faith, Buffy, Xander, Oz and Willow hang around the table - Willow sitting happily on Oz' lap.

Giles, in research mode, enters from his office.

"So - what? It was blue and sort of short?" Buffy asks.

"Not too short. Medium. And it had this wild sort of fringy stuff on the arms-" Willow says.

"What's this? A demon?" Giles asks.

Faith rolls her eyes, "Their talking about prom dresses, G."

Buffy nods, "That Will was thinking about buying. Can't you ever get your mind out of the Hellmouth?"

"I'd be delighted to. However - the day of the Mayor's Ascension is rapidly approaching and we don't know what to expect." Giles says.

"What about the pages Will stole from the Mayor's book? Or the information Faith gave us. Don't tell me all that was useless." Xander says.

"On the contrary. We know Ascension refers to a human transforming into a demon. Becoming the living embodiment of an immortal. Graduation day, our Mayor Wilkins is scheduled to do just that." Giles says.

Now Wesley approaches from the stacks, carrying an armload of books. Cordelia trails behind him, also toting tomes. "The trouble is, we have no idea which demon he's going to become. Even Faith wasn't sure on that detail."

Faith smiles, "Sorry but he didn't lay out that much detail on me. I just know the general stuff."

Giles looks to Faith, "It's alright. The information you gave us was still helpful. Anyways there are thousands of species."

"So it's safe to say we should not waste time on trifling matters such as a school dance." Wesley says.

"That's too bad. 'cause I bet you'd look way "double oh seven" in a tux." Cordelia says.

"Except of course on the actual night of the event when I will be aiding Mr. Giles, Ms. Halliwell, Ms. Halliwell and Ms. Halliwell in their chaperoning duties." Wesley says.

"You - ? Excuse me?" Giles asks. But Wesley and Cordelia are too busy mooning at each other to pay him any mind. Giles lets it go. "Fine. You're all suffering from a touch of Spring Madness, if you ask me."

"Mine is more space madness. But I'll feel better once I get used to the weightlessness." Oz says.

"Promise me you'll never be linear." Willow says.

"On my trout." Oz says as he smiles at Willow and they nuzzle a bit.

"Dang Hope," Faith says. "I swear your just as bad as I am."

Giles is losing patience.

"We'll find you a dress, Will. We should check out April Fools." Buffy says.

"Don't go there! I shop there!" Cordelia says.

"I myself am dipping into my hard earned road trip fund to procure a shiny new tux, so look for me to dazzle." Xander says.

"And I won't be getting a dress. No way no how." Faith says.

Giles jumps in again - rather too emphatically. "And I of course will be wearing pink taffeta as the chenille does nothing for my complexion and can we PLEASE talk about the Ascension?"

Everyone just looks at him.

"Giles. We got it. Miles to go before we sleep. But, especially if we're going to vaporize or something on graduation day? We should be able to have a little prom-y fun. One night of glory; not too much to ask." Buffy says.

That night Buffy and Angel drop down into the sewers - and Buffy's none too happy about it. They talk softly - moving forward and looking around cautiously.

"Oh Goody. I always say patrol's not complete without a trip to the sticky sewers." Buffy says.

"I'm sure I saw him come down here." Angel says.

"Can't we let this be the vamp that got away?" Buffy asks. "We can tell everybody he was thiiiis big."

"What can I say? I need closure." Angel says walking off and Buffy follows after him.

"And clothes. You don't have a tux, do you?" Buffy says.

"Since when did patrolling go black tie?" Angel asks.

"For the prom, silly." Buffy says.

Angel stiffens at this. "We have more important things to think about right now than a dance, Buffy."

"Oh. Sorry, Giles. I'll just be quiet." Buffy says.

"Come on. Don't be that way-" Angel says.

But he doesn't get to finish because the vamp they were after drops down from a pipe he was hiding on, attacks.

Buffy - in no mood - grabs him in one swift motion and whips out a stake. "Not now." BOOM. She dusts him. Looks back to Angel - not missing a beat. "I'm not being that way. I say 'prom' and you turn all grouchy."

"I'm sorry. I'm just worried that you're getting too... invested in this whole thing." Angel says.

"In what "whole thing?" This is the stuff I'm supposed to get invested in. Going to a formal. Graduating. Growing up." Buffy says.

This hits Angel hard. His expression darken even further. "I know." He moves away from her.

Buffy follows, growing alarmed. "Then what? What's with the dire?"

"It's... Nothing." Angel says.

"No. You have a something face." Buffy says.

Angel knows he's cornered. "I think we need to talk. But not here. Not now."

"No. If you have something to say - then just say it." Buffy says.

"I need some time. I'm not even sure." Angel says.

Buffy frowns, "About what? You'd better cut the cryptic, Angel. You're scaring me." She does look scared. Afraid of what's coming.

Angel moves to her - speaks gently. "I've been thinking. About our future. And the more I do, the more I feel like us - you and me being together - is unfair to you."

Buffy can barely speak. "Is this about what the Mayor said? He was just trying to shake us up."

"He was right." Angel says and mentally adds, 'So is Prue.'

"Oh, come on! He's the bad guy! We both know that..." Buffy says.

"You deserve more. You deserve something outside of... demons and darkness. You should have someone who can take you into the light. Someone who can make love to you-" Angel says.

"I don't care about that." Buffy says.

"You will. And children-" Angel says.

"Children? Can you say jumping the gun? I kill my goldfish." Buffy says.

"Today. But you have no idea how fast it goes, Buffy. Before you know it, you'll want it all - a normal life." Angel says.

Buffy shakes her head, "I'll never have a normal life."

"Right. You'll always be a Charmed One and a Slayer. But that's all the more reason why you should have a real relationship instead of this... this freak show." Angel says. This hits Buffy like a slap in the face. Angel regrets it the moment he says it. "I didn't mean it that way-"

"I - I'm gonna go-" Buffy says, hurt and confused. She starts to leave - but Angel grabs her arm. Holds her fast.

"I'm sorry. Buffy, you know how much I love you. It kills me to say this-" Angel says.

"Then don't! Who are you to tell me what's right for me!? You think I've never thought about this stuff?" Buffy says.

"Have you? Rationally?" Angel asks.

"No, I'm just a swoony little schoolgirl, right?" Buffy asks.

Angel sighs, "I'm trying to do what's right here - I'm trying to think with my head instead of my heart –"

"What heart?" Buffy asks as she hits his chest. "You have a heart? It isn't even beating!"

"Buffy, please don't." Angel says, stung.

"Don't what? Don't love you? I'm sorry, nobody told me I had a choice! I can't just change - I'll never change. I want my life to be with you." Buffy says.

Angel realizes that this is the moment. What Prue was talking about. He' going to have to make the hard decision. "I don't."

"Don't - want to be with me?" Buffy says, devastated. He says nothing. The cold truth begins to settle in her. "I can't believe you're breaking up with me..."

"It doesn't mean I don't –" Angel says.

Buffy makes an abrupt gesture, no more. He stands, uncertain what to say. "How am I supposed to stay away from you?"

"I'm leaving. After the Ascension, after it's finished with the Mayor. If we survive, I'll go." Angel says.

"Where?" Buffy asks.

"I don't know." Angel says.

Buffy sighs, "Angel?"

"Buffy..." Angel says.

"Is this really happening?" Buffy says, lost."

They just stand there looking at each other - numb with pain. The dripping of the sewer the only sound.

Later Faith has caught up to Buffy and they are patroling in a deserted grave yard. Buffy stops and rests, leaning against a headstone. It's like it takes too much effort to keep moving.

Faith looks to Buffy, "Is something wrong, Buffy?"

Buffy looks at Faith, "You promise not to tell Will, till I tell her myself."

Faith nods, "Sure, Buffy."

"Angel dumped me. After were done with the Mayor. He's leaving town." Buffy says.

Faith looks at Buffy and then nods, "Why is it our lives always try and tear the ones we love away from us. I lost Hope for 16 years. Your mom passed away. You said your cousin's boyfriend turned evil leaving her. And now Angel."

Buffy shakes her head, "I don't know."

Later that evening at the Manor Buffy sits in the garden outside the conservatory in a lawn chair. Her knees hugged to her chest.

Across town at Willow's house. Faith knocks on the door as Sheila opens it.

"Hello Faith. I didn't expect to see you tonight." Sheila says.

Faith smiles, "Is Hope in?"

Sheila nods, "Sure she's in her room. Can I ask why do you call Willow, Hope?"

Faith smiles, "It's her name. Well it is to me. It's what my mom named her."

Sheila nods, "Of course. You can go on in."

Faith nods and heads into Willow's room, "Hey Hope."

The next day at the Manor in Buffy's room Buffy's beautiful prom dress hangs on the back of the closet door...

"So... That's it?" Willow asks.

Buffy nods, "That's it. Assuming we survive this Ascension thing. He's leaving."

"Well. He's a fool. He's just a big, dumb jerk person if you ask me. And, I mean, he's a super-maxi-jerk to do it right before the prom." Willow says.

Buffy sighs, "That's not his fault. He's 243 years old. He doesn't get the prom."

"But he should. If he-" Willow says.

Prue listens to the conversation outside the door. While she is glad Angel broke up with Buffy. She hates seeing Buffy this way. She wonders if she made the right choice talking to Angel.

"Will. It's okay. You don't have to make him the bad guy." Buffy says.

"But - that's the best friend's job. Vilifying and grousing." Willow says, at a loss.

"Usually yeah." Buffy says. "But he's right. In the long run – I think maybe he's right."

Willow digests this and then nods. "Yeah. I think he is. I mean - I tried to hope for the best, but... I'm sorry. It must be horrible."

Buffy smiles, weakly, "Oh. I think "horrible" is still coming. Right now it's...worse. right now - I'm just trying to keep from dying." She tries to power through it - but ends up crying despite herself.

Willow goes to her. "Oh, Buffy..."

Prue sighs and walks into the room and sits down next to Buffy.

Buffy sinks her head into Prue's lap - scared, gasping through her tears. "I can't breathe. I feel like I can't breathe."

Prue strokes Buffy's head. She and Willow are beside themselves at seeing Buffy in so much pain.

Later at the library a black and white security tape plays. On it a terrible monster attacks people in a dress shop.

Xander and Cordelia are showing the tape to Giles, Buffy, Wesley, Oz, Willow, Faith, Prue, Piper and Phoebe.

Giles turns to them "And you say the beast just - stopped?"

Xander points to the tape. "Yeah. See there? It's like he suddenly realized he forgot to put money in the meter or something."

"The other part that totally weirded me out? That thing had good taste. I mean, he chucked Xander and went right for the formal wear." Cordelia says.

"That's right. And he left behind his copy of Monster's Wear Daily." Xander says.

"I'm serious! Look at Xander's outfit. Now look at the kid the monster went after. Very smooth lines, till he was shredded." Cordelia says as she moves to rewind the tape.

Buffy moves away. "I... I don't want to see it again."

"I know it's horrible, Buffy. But you and Faith will be hunting this creature - you should study it." Giles says.

"B, G has a point." Faith says.

Buffy settles in a chair across the room, listless. "I think I got it."

The gang exchanges worried glances at her apathy.

Willow quickly pipes up. "She's right. I mean, you've seen one big, hairy death bringer of death - you've seen 'em all."

"Not really. If I'm not mistaken, this is a Hell Hound." Wesley says.

Giles nods, "Yes. Particularly vicious foe. It's a type of demon foot soldier, bred during the Mahkash wars. Trained solely to kill, they feed on the brains of their foes –"

Cordelia cuts him off, seeing something on the tape. "Look! Right there. Zoom in on that."

"Zoom in? this is a video tape." Xander says.

"So? They do it on TV all the time." Cordelia says.

"Not with a regular VCR they don't-" Xander says.

Wesley is clearly growing uncomfortable with Xander and Cordy's familiarity with each other - jumps in. "Perhaps we could stay on topic for once. What were you doing with Xander?"

Cordelia stammers - not wanting to say why. "What? Um. I was..."

"Burning a hole in daddy's wallet as usual. I just bumped into her on my tuxedo hunt." Xander says.

Oz notices something on the tape. "What's that?" Everyone looks at the monitor. On the screen something moves in the window. But it's gone in a flash. "Pause it."

"Guys, it's just a normal VCR, it doesn't - oh wait. It can do pause." Xander says. On the monitor with the image paused – they can see a guys peering through the window, transmitter in hand. "Hello Hellhound raiser."

Later Oz has a yearbook open to Tucker Wells yearbook photo. Willow's at the computer. Everyone else is in high research mode. Buffy sits slightly apart from the group - working but very much in her own bubble.

"Tucker Wells. I had chem with him." Oz says.

"Let me guess. He was quiet, kept to himself - but always seemed like a nice young man?" Wesley asks.

Oz nods, "Didn't seem like the murderous type, anyway. Something must have happened."

"How's it going over there, Buffy?" Piper asks sensing her little sisters mood.

Buffy doesn't even look up from her book. "Fine."

"Are you sure, Buffy?" Piper asks looking at her sisters with concern. Prue had told them that Angel had broke up with Buffy.

"I'm fine, Piper." Buffy says, even though she clearly isn't.

Willow pipes up - excited. "Ooooh! Ooooh! I got into Tucker's e-mail account –"

"Cool." Xander says.

Prue walks over to Willow, "What do you got?"

"Listen to this message Tucker sent to this kid, David Metz, at school last week. The Gateway High lemmings have no idea what awaits them. Their big night will be their last night."

"So. We have a threat against the students on "their big night..." A hell hound - trained to attack people n formal wear." Giles says.

"Oh, are we all catching up now?" Cordelia says.

Prue nods, "This Tucker is planning an attack on the prom tonight."

Everyone takes this in. Bummed.

"Once again - the Hellmouth puts the "special" in special occasion." Oz says.

"Why do I even buy tickets for these things - I ask you?" Xander asks.

"I wonder if I can take my dress back." Willow says.

Faith shakes her head, "Heck no, Hope. You deserve tonight."

Buffy raises her head from her book, as if awoken from a numbing sleep. She turns to Willow, intense. "Faith's right, don't you dare."

"But Tucker's going to-" Willow says.

Buffy stands - cutting her off. "No. You guys are gonna have a prom. The kind of prom everyone should have. Faith and I will give you all a nice, fun, normal evening... if we have to kill every single person on the face of the Earth to do it. Right, Faith?"

Faith nods, "Right, B."

"Yay?" Xander says.

Buffy - galvanized - addresses Prue, Piper, Phoebe, Giles, Wesley, Oz, Xander, Cordelia and Willow.

"Wes, go to his house. Probably not there, but it's worth a shot." Buffy says.

"All right. Perhaps strength in numbers is –" Wesley says.

"You can take Cordy and Prue." Buffy says.

Wesley nods, "If that's your plan, all right... and the others?"

"Oz - you said you know this David kid Tucker e-mailed. You, Piper and Will go track him down. Find out what he knows - if he's involved." Buffy says.

"We're on it." Willow says as she Willow, Piper and Oz bail.

Buffy turns to Wesley, Prue and Cordelia. "Maybe you guys should stop by the magic shop too."

"Magic Shop?" Wesley asks.

"The one by the dress store." Buffy says.

Xander eagerly volunteers before Wesley can. "I can swing that one. What's the mission?"

"Ask if anybody's been in buying supplies to raise a Hell Hound. Take Phoebe with you."

Xander nods and gathers his stuff motioning for Phoebe and they head out. "Got ya. Or who's been stocking up on Hell Hound Sausages. I hear those pups will do anything for a tasty snack treat."

"Giles, you said they eat brains. Any brains?" Buffy asks.

"I suppose..." Giles says.

Faith sees where Buffy's going, "Well, Tucker's gotta be feeding that thing, right?"

Later at a Meat Processing Plant, Faith and Buffy waits while a heavy-set guy - Harv - finishes writing something down on his clip board. He rips the piece of paper off - hands it to Buffy.

"Yeah. This kid orders cow brains a couple times a week. Goes to this address." Harv says. "Weird kid."

"Thanks. Thanks a lot." Buffy says as she and Faith turns away from him. Buffy is stunned when she sees Angel at the other end of the loading dock. He's passing some money to another worker, who hands him a bag with a few sealed containers in it.

Angel spots Buffy. He closes the distance between them. They each block an impulse to touch. Instead they just stand there. The tension pretty much unbearable.

"I'll be right over here." Faith says and she moves away.

"What are you two doing here?" Angel asks.

"Hello to you too." Buffy says.

"Sorry. It's just - I'm surprised." Angel says.

"Me too. Even though I shouldn't be. I mean - where did I think you got your blood? McPlasma's?" Buffy says.

Angel softens. "How are you?"

"As Faith would say, five by five. Whatever that means." Buffy says. Angel just looks at her - not buying it. "Don't give me that look . I can lie to you if I want to now. We're "ex" - remember?"

Angel nods, "If it means anything, I miss you-"

Buffy cuts him off - but not unkindly. "Could we - not? Truth is, when I think about us I have a tendency to go sort of catatonic. And I can't do that right now. I've got to stop a crazy person from pulling a "Carrie" at the prom."

"You're still planning to go?" Angel asks.

"Strictly in the chaperone capacity." Buffy says. Angel clearly feels terrible. Buffy covers her own sadness. "It's cool. I'm fine with showing up stag. I'm over the whole "Buffy gets a perfect high-school moment" thing. But no way am I going to let some subhuman rob the entire senior class of theirs." She starts towards Faith.

Angel stops her. "Let me help you two."

"No. I'm okay." Buffy says.

"You know I'll always help you whenever –" Angel says.

Buffy shakes her head, "I'm okay. Thanks."

And Buffy moves off joining Faith and they disappear into the night.

Angel watches her - heartbroken.

Back at the library Faith and Buffy returns to find Piper, Phoebe, Oz, Willow, Xander and Giles. They all look a little bummed.

"Zeroes all round, Buff." Oz says.

"Sorry." Xander says.

"Make not with the long faces. Faith and I got the address. " Buffy says. "Now. The prom starts in a little while. You guys go on. I'll catch up with you as soon as Faith and I put a lid on this jerk."

"What? No way." Xander says.

"We can't just leave you and Faith, Buff-" Willow says.

"Buffy, they're right. You may need more than just Faith." Giles says.

"I want to see tail lights. Hit the door. Faith and I've got everything under control." Buffy says.

"Buffy, it makes sense to –" Oz says.

"Have… A… Nice… Time." Buffy says.

Willow, Xander and Oz know better than to argue with that.

"Okay then." Willow says.

"See ya." Xander says.

They take off, leaving only Phoebe, Piper, Faith and Giles - who looks at Buffy questioningly.

"Phoebe, Piper, Giles I want you at the gym. Keep an eye on them till I get there." Buffy says. "When Prue gets back I want her there also."

"I don't need to tell you you're being rather rash. Getting an address hardly adds up to "case closed"." Giles says.

Buffy goes to the book cage - starts to arm herself.

Faith sighs, "Look. It's done. You want to run after them and tell them that they can't go? I know I don't want to tell Hope that all her planning and dreaming was for nothing."

Buffy nods, "That they can't be with their honeys on tonight of all nights?"

Giles takes this in. Gets it. "Angel's not taking you, is he?"

Buffy holds it together. "He's leaving me. Leaving town."

Piper and Phoebe move to Buffy and hold her for a moment.

"I'm sorry, Buffy." Giles says. "I don't really know what to say. It's my understanding that this is the sort of thing that requires ice cream of some kind."

Piper nods, "Don't worry she'll have more ice cream than she can stand later."

Buffy nods, "I feel like taking out psycho boy."

"You're sure?" Giles asks.

Faith laughs, "Great thing about being a Slayer. Kicking ass is comfort food." She turns to Buffy, "I do need to make a quick stop. And I believe so do you."

Buffy nods and she takes Faith's hand and flames out.

At Tucker's lair Buffy flames in with Faith. Faith is holding Buffy's weapons bag. They see Tucker about to open the hellhound's cage.

Buffy grabs him hard. Slams the door to the cage shut again and locks it. "Sorry. New plan. The prom is go and you're pathetic."

"Maybe..." Tucker says and manages to grab an electrical cord and yanks a heavy lamp off a tall shelf and onto Buffy.

"B!" Faith says.

Buffy's more surprised than hurt - but enough of both that Tucker's able to break her grasp. He scrambles away from her.

Tucker grabs a screwdriver - holds it out in a menacing fashion. "Maybe not."

Buffy and Faith advances on him undaunted. They Note the video monitor in front of the Hell Hound's cage. A few discarded video boxes... CARRIE. PRETTY IN PINK.

"So that's it? You brain-washed the hound to go psycho over all things prom?" Buffy asks.

Tucker grins, "Neat, huh?"

Buffy can't believe this guy. "I don't get. What kind of sicko would want to destroy the happiest night of a senior's life?"

"I have my reasons." Tucker says .

Faith and Buffy closes in on Tucker.

"Whatever. Every maladjust has a reason. Lucky for me you're an incompetent maladjust." Buffy says.

Tucker lunges at Faith with the screwdriver. A brief fight ensues, but Faith easily disarms and overpowers him. She pins him.

Buffy takes some rope from her weapons bag that Faith dropped and quickly ties him up. Now she and Faith drags him over to what appears to be a utility closet. Grabs the door.

"Now. We're just going to lock you up in here - and then I'm going to party like it's-" Buffy says as she opens the door. She can't believe what's behind it.

There are three more hellhound cages and three more video monitors. All have clearly been occupied until very recently.

Tucker grins, "Gotta have a redundancy system. Any "incompetent" knows that. My three fiercest babies are on their way to the dance right now. You think formal wear makes them crazy? Wait till they see the mirror ball."

Later outside the gym Buffy and Faith flames in. They see the hell hounds heading toward the building.

Faith pulls a crossbow from Buffy's weapons bag - takes aim on one of the hounds. WHOOSH! She lets her arrow fly. It hits one of the hounds only seconds before it enters the gym. It BELLOWS - falls down dead.

The remaining two hellhounds stop to check out their felled companion. Properly alarmed, they turn and see Faith preparing to launch another arrow their way as Buffy powers up a fireball. Then they take off toward Buffy and Faith, snarling - their teeth bared.

Buffy and Faith tries to get the drop on another hound. But they are coming at them too fast. They turn and runs - away from the gym. The hounds follow in hot pursuit.

"That's right, follow Buffy and Faith... good dogs..." Buffy says.

Faith shakes her head, "Not one of your best."

Buffy nods.

Faith and Buffy seem to be leading the hounds away from the prom and their objective. But a moment later a popular dance tune can be heard starting up in the gym the prom-goers issue a happy cry of approval - which stops the Hell Hounds dead.

Faith and Buffy sees this and tries to distract the hounds.

"Oh - come on! That song sucks!" Buffy says.

"Who picks these songs anyways?" Faith asks.

The Hell Hounds are no longer interested in them. They turn tail and head back toward the prom. Buffy and Faith runs after them. Faith is trying to take aim with the crossbow.

But it's no use. The hounds disappear into the building - with Buffy and Faith hot on their heels.

The Hell Hounds are just about to hit the doors into the main area of the gym when Faith and Buffy enters. They quickly spy some decorative drapes that hang over the doors and Faith leaps for them, pulling them down over the hounds and stopping them.

One of the hounds immediately gets out from under the drapes - but the other is fairly entangled. Not wasting a moment, Buffy powers a fireball at the hound vanquishing it.

Faith manages to get the other hound in a head lock and snaps its neck. It collapses in a breathless heap.

Faith gets up, "Go get your dress. I'll take care of these guys. Besides I want to make an entrance. Surprise Hope."

Buffy laughs, "And she will be surprised. Who would have thought you in a dress."

"Definitely not me." Faith says.

Buffy runs outside to her weapon bag and retrieves one of two garment bags from within it.

Faith drags a dead Hell Hound into some bushes next to two others that are already hidden away there. She then goes to Buffy's weapon bag and retrieves the other garment bag from it.

In the Gym, the prom is in full swing as Buffy enters, looking breathtaking. A beat as she surveys the scene. Likewise, guys and girls eye the beautiful late-comer.

Now Buffy sees Giles, Prue, Piper and Phoebe. Catches their eyes. Nods. It's all taken care of. Giles nods back, quietly pleased.

Prue, Piper and Phoebe nods, smiling.

Willow and Oz are dancing. Then Willow spots Buffy - points her out to Oz. They move to her.

"Buffy! You look awesome." Willow says as she hugs Buffy.

"Everything cool?" Oz asks.

Buffy nods, "Coolest. Devil dogs are history. How's the prom?"

"Strangely affecting. I teared up when they played "We Are Family."" Oz says.

"Everything's perfect, Buffy." Willow says, beaming.

Buffy takes this in. Pleased.

And then the doors to the gym open and in walks Faith looking radiant. Willow's jaw drops at the sight of her sister.

Faith makes her way towards Willow and smiles, "Thought I'd surprise you, Hope."

"You definitely did that, Faith." Willow says as she takes a look at her sister in a prom dress. "You look beautiful."

Faith smiles, "So do you, Hope."

Later the class award presentations are in progress. A number of students stand, lined up at the mic with various plaques and trophies in hand.

Buffy stands by herself at the punch bowl table. A bit removed, a bit forlorn, but still glad for the warmth she is not sharing.

"And the award for Sunnydale High's "Class Clown" for 1999 goes to..."

A spotlight finds a goof with a balloon animal on his head.

"Jack Mayhew!"

Jack reacts to his triumph and runs up to the stage - mugging and doing "wild and crazy guy" type stuff.

Xander rolls his eyes - disgusted. "Please. Anybody can be a prop class clown. You know, none of the people who vote are funny."

The student who was at the mic turns and looks around, there is a little shuffling as he beckons Jonathan to come forward. He steps to the mic.

"We have one more award to give out... Is Payson Halliwell here tonight? Did she, uh..." Jonathan says.

Minor confusion ensues as a spotlight looks for Buffy.

Buffy has turned away, is getting punch as the spotlight finally finds her. She turns, looking confused.

"This is actually a new category, first time ever, I guess there were a lot of write in ballots... and, uh, the prom committee has asked me to read this." Jonathan says and he produces a piece of paper, reads a little stiffly, "We're not good friends. Most of us never found the time to get to know you. But that doesn't mean we haven't noticed you. We don't talk about it much, but it's no secret Gateway High isn't really like other schools. A lot of weird stuff happens here."

There are murmurs, chuckles.

"Zombies!"

"Hyena people!"

"Snyder!"

Several of the students laugh.

Jonathan waits a moment, continues, "But whenever there was a problem or something creepy happened, you seemed to show up and stop it. Most of the people here have been saved by you, or helped by you, at one time or another. We're proud to say that the class of '99 has the lowest mortality rate of any graduating class in San Francisco history."

There is big applause.

"And we know at least part of that is because of you. So the senior class offers its thanks, and ... gives you, uh, this..." Jonathan says as there is some fumbling about between the kids as they pass Buffy's award to the front. It's a small umbrella, decorated and gold spray-painted. Jonathan takes it, opens it. "It's from all of us, and it's got written here, "Payson Halliwell. Class Protector.""

Buffy is stunned. Near tears as she steps toward the stage, and the kids make big with the clapping.

Despite the fact it could be considered exposure. Prue, Piper and Phoebe look at Buffy with pride.

Buffy reaches the stage and Jonathan hands the umbrella down to her. She takes it and faces the crowd, no idea what to do.

Giles, Willow, Oz and Xander begin to clap and whistle.

Then Prue, Piper and Phoebe join them clapping also.

Then more people both chaperones and students begin clapping.

Even Faith is clapping.

Later Wesley moves to Giles, clearly anxious. "Mr. Giles. I'd like your opinion. While the last thing I wish to do is model bad behavior in front of impressionable youth - I wonder if asking Ms. Chase for a dance would –"

Giles, clearly fed up with the whole matter, cuts him off. "For God's sake man. She's eighteen and you have the emotional maturity of a blueberry scone. Have at it, would you, and stop fluttering about."

Chastened and pleased in equal measures - Wesley nods. "Right then. Thanks for that." And moves off toward an eager Cordelia.

A slow song plays. Oz dances with Willow. Xander dances with Anya. And now Cordelia dances with Wesley.

Prue and Giles sees Buffy from opposite ends of the gym, standing alone with her award. Watching her friends dance. They move to her.

"You did good work tonight, Buffy." Giles says.

"You did, Buffy." Prue says.

"Yeah, and I got a toy surprise." Buffy says.

Giles nods, "Yes. I really had no idea that children - en masse - could be gracious."

Prue nods, "I agree."

"Every now and then, people surprise you." Buffy says.

Prue and Giles sees something behind Buffy. Giles smiles.

Prue looks at him and nods. She was wrong she knows that now. She will talk to Angel later see if she can fix it.

"Every now and then." Giles says.

Buffy follows their gaze as she turns to see Angel in a tuxedo. Walking towards her.

Giles steps gracefully away as Prue takes the umbrella from Buffy. Prue then steps away as Buffy stands there, eyes locked on Angel.

Buffy and Angel meet on the dance floor. They just stand there - not dancing.

"I never thought you'd come." Buffy says.

Angel nods, "It's a big night. I didn't want to miss it. It's just tonight. It doesn't mean that—"

Buffy nods, "I know. I mean... I understand."

There is a greater meaning to that that is not lost on Angel. They look at each other, their burdens lifted slightly, their pain not gone but mellowing. Words unsaid.

"Will you dance with me?" Angel asks.

He has to ask? Buffy folds into his arms, head on his breast. Closes her eyes as they dance.