Mutant Existential Scoobies presents

Angel: the Series Season 6

Episode 13

A Midwinter's Nightmare

Part 1

(August 31, 2005)

Written by CJL, Arethusa, and LittleBit


- Scenes of UTTER DEVASTATION around Los Angeles.

- The combined forces of the Fang Gang, Slayers, and Anne's group BATTLE VAMPIRES, WEREWOLVES, and DEMONS outside the LOEWS STATE THEATER.

- GUNN and LORNE stand in the lobby of the HYPERION HOTEL.

It's gotta stop.
The things I've seen since we got back, so much of it
could have been prevented, even with the chaos going on.
With a little organization....No. A lot of organization,
people could be helped.
People and demons.

- ILLYRIA sits on the bed in her room in the monastery, gazing around the room. The walls are covered in scrawled writing and mathematical equations.

GUNN (v.o.)
Maybe that really is Fred.
Maybe she's been inside Illyria all along.

ANGEL (v.o.)
It can't be.

- In an alleyway, Spike and Angel look on as Illyria doubles over and TRANSFORMS INTO FRED.

You see what I'm saying, Angel?
She can't control it!

- FRED sags in Spike's arms in the hallway of the monastery.

Get this...thing out of me!

- Fred rises from the bed in Illyria's room and MORPHS INTO ILLYRIA. Illyria BACKHANDS Spike across the room.

You did this.
All of you.
...found a way to bring the human back.
To infect me with her putrefied essence.



HOBBES is tending to FRED, who has been crying and still looks utterly distraught. ANGEL hovers in the background, obviously concerned, but just as obviously trying to resist being sucked into "Fred"'s distress. Hobbes leaves a cup of tea on a small fold-out table next to the bed, smiles at Fred, then walks past Angel into the hallway. Fred smiles at Hobbes' retreating form, then lifts the cup and gulps down some tea. After a moment -


Angel reluctantly comes forward. He keeps a respectable distance from the bedside, his eyes intently focused on Fred, but his face willed into a mask of non-concern.

Angel, he was wrong. He had to be wrong.
This has to be some kind of mistake.

He didn't make a mistake.

But how can you be so sure?!

Because Michael didn't tell me anything I didn't
already know.
(he hesitates; then, with difficulty)
When you first...changed, don't you think I tried to
get you back? I brought in every mystic,
every seer that Wolfram and Hart had available,
and I told them to examine you...Illyria...
for any trace of a human soul.
I wanted to know if there was any trace of Fred Burkle left.
They all came up with the same answer: nothing.

They lied. They wanted you give up on me.

No. Fred Burkle was a valuable resource to Wolfram and Hart.
Illyria was a huge pain in the ass.
They would have wanted you back almost as much as I did.
There was no reason for them to lie.

Angel's expression softens.

ANGEL (cont.)
But when all this happened, when you showed up again,
I thought maybe I screwed up,
or maybe they did lie to me for some reason.
So I asked Michael to make absolutely sure. And he did.

(close to tears again)
Angel, how can you just stand there and say that
I'm not me?

Because you're not. You might look like Fred, and act like Fred,
you might even really think you are Fred. But you're not.
I didn't want it to be true, but Fred was as good as dead as soon
as she opened that sarcophagus.

Th--then what do you think I am?

A memory.

Suddenly, FRED MORPHS INTO ILLYRIA, who flicks the teacup off the table with an expression of pure contempt. Angel barely flinches.

Illyria turns towards Angel and picks up the conversation -

Yes. An unwanted memory.

Angel maintains an intent focus on Illyria, studying her. The God-King grows visibly irritated by his continued gaze.

You may leave now, vampire. I do not require your attention.

You've got it anyway. We might have gotten the whole
soul business out of the way, but we still don't
understand why "Fred" keeps popping up.
And an insane demigod is a loose end I can't afford
to keep hanging around.

If you wished to properly diagnose my condition, you should not
have depended on the skills of a mortal wizard with
delusions of adequacy.

He'll come up with an answer. We just need to give him time.

You could give him an eon, and the very question would
still be beyond his comprehension. Barber is nothing--
a purveyor of parlor tricks, an arrogant bungler who has
found favor in your eyes in desperate circumstances.

(with mild sarcasm)
Sorry. Guess he'll have to do.

(as if she didn't even hear him)
To discover the secrets that lurk within the recesses of this shell,
you require a being with far more power,
someone who has dealt with the Old Ones from the Time of Glory.

Yeah, right--like there's anybody like that still around.

Illyria glares at Angel as HOBBES returns with some French toast to go along with Fred's tea; the monk is slightly startled at finding Illyria in Fred's place, but leaves the offering on the night table anyway.

Illyria stares at the toast, then up at Hobbes, her expression blank. Then she shifts her gaze back to Angel and, giving him an incredibly creepy smile, SMACKS HOBBES ACROSS THE ROOM, bouncing him off the far wall. Angel stares at Illyria in shock, but quickly recovers and GRABS HER BY THE WRIST.

Tend to the monk. He may be injured.

Angel releases Illyria and turns to check on Hobbes, who's lying in a crumpled heap; the old monk stirs slightly and moans in pain. Angel turns back towards Illyria, but the Old One has slipped out into the basement hallway.

We hear the creak and thud of the trap door into the sewer system as it opens and slams shut.

Angel swears under his breath and races over to help Hobbes.


GUNN relaxes on one of the retro-fifties couches in the lobby, reading a comic book.

SPIKE bursts through the hotel entrance, charged up and ready for action, then slows down to a crawl when he realizes that he and Gunn are the only ones there.

(scanning the room)
Uh, Charley?

(not looking up)

Shouldn't there be mayhem?
Wasn't there supposed to be you, me, Lorne,
and a whole mess of Brachen demons in this room?

Lorne's still negotiating. They might not show up
for awhile, so I thought I'd catch up on some reading.

Spike, already bored, walks over to the front of the couch and takes a peek at the cover of the comic book.

INSERT - the COVER of the Doom Patrol "Crawling from the Wreckage" graphic novel.

Unimpressed, Spike works his way around to the back to read over Gunn's shoulder.

Better watch it, mate. Those comic books'll rot your brain.
Seen two prime examples of brain rot at work--
and it's not pretty.

Gunn ignores Spike and casually turns the page.

SPIKE (cont.)
You'd be a lot better off picking up the classics--
might be more of a help to understand the craziness
that's been happening in this town.

(still not looking up)
I never bought into the whole "high art" versus
"low art" thing. 'Sides, comic books are a hell of
a lot more relevant to the current situation than a
bunch of books by dead white dudes. F'r instance...
(he shakes the comic book)
...this one's about a superhero team with an
androgynous demigod, a super-powered schizophrenic
with multiple personalities, and a leader who's
gonna betray the team because he thinks he knows
better than everybody else.

(with a hint of sarcasm)
Huh. Do the Super Friends have an angry, conflicted
black man who hates his superpowers but sticks
around to help out of loyalty to his team?

(still not looking up)
Matter of fact...
(he casually turns the page)
...they do.


Spike peers over Gunn's shoulder again.

Mind if I have a look at it when you're done?

Gunn nods.


In a lamp-lit, wooded section of the park in the shadow of the Griffith Observatory (last seen in "Are You Now or Have You Ever Been"), Illyria stands alone. She dramatically raises her arms towards the skies -

I call upon Oberon, King of Faerie,
Ruler of the Seventh Realm, Lord of Wonders.
I summon you by the power of the Ancient Pact--
bound in earth, bound in blood, bound in fire.
Reveal your presence and bend your will to mine.

Illyria lowers her arms and waits impassively for a response.

A SUDDEN GUST OF WIND carries the faint sound of HORNPIPES.

Illyria's POV - in the distance, a LITTER materializes out of the darkness of the woods, a canopied monstrosity like something out of the Arabian Nights, supported by a quartet of powder blue ELFIN CREATURES with pointed ears and aquiline noses. Sprawled across a multi-leveled, multi-colored array of embroidered pillows, his teeth delicately plucking a grape off its stem, lies the Falstaffian figure of OBERON, KING OF FAERIE. His beasts of burden--MUSTARD-SEED, MOTH, COBWEB and PEAS-BLOSSOM--gently lower the litter towards the ground, allowing their lord and master to swing his legs over the side and hop off.

(puffing out his chest)
Illyria, God-King of the Primordium,
Ruler of the Seasons, Master of Time--
I have come to you as prescribed by the Ancient Laws.
Reveal your presence, and declare your will.

Illyria looks baffled and slightly embarrassed, then rapidly grows angry as Oberon fails to notice the tiny, human-like form standing just a few feet away.

I am standing right here!

Oberon finally notices the diminutive, only vaguely demonic creature before him; he looks Illyria up and down...and cracks up laughing, spitting out pieces of grape.

Holy crap--what the hell happened to you?!


Angel watches as attendants load Hobbes into the back of an ambulance.


REAR VIEW SHOT of a pale brunette woman in a purple lace dress. The light breeze gently blows her hair back. She watches Angel as the ambulance pulls away.

Angel raises his head, as if sensing a familiar presence...then turns and walks back into the monastery.

Soon, Daddy. Soon.


Oberon's laughter has finally subsided; he composes himself enough to look Illyria directly in the eye...and loses it all over again.

(with controlled fury)
Laugh while you can, godling. You are still bound
by our agreement, and all the forces of creation
will come down upon you if you do not abide by it.

Oberon sobers up quickly. He gathers his minions around him and they discuss the situation in whispers, away from Illyria's (and our) hearing. Finally -

(to Illyria)
You wish to understand the chaotic thoughts that
lie within your shell. You desire...illumination.


Then I may be able to help. It is a relatively
simple spell...

Oberon waves his hand, and a GLOWING PORTAL opens up in mid-air.

OBERON (cont.)
...but we will need a larger ensemble for the performance.


Angel stops dead in his tracks as a SWIRLING PORTAL appears in front of the altar.


Spike and Gunn stare in dismay as a PORTAL blocks the lobby entrance.

Oh, man.

Maybe if we ignore it, it'll go away?

OBERON (v.o.)
Come on, gentlemen, we haven't got all night.
Your leading lady is waiting.

And with that, the portals switch over to "VACUUM" SETTING.

Not again.

QUICK-CUT SHOTS - Spike, Gunn, and Angel are SUCKED THROUGH their respective portals and dumped out the other side. The other side being--


Angel, Spike, and Gunn dust themselves off, and Angel immediately notices they have company.

(staring at Oberon)
Illyria, what the hell is going on?

Blue? You're the "leading lady"?

(to Angel)
This was not my idea.
(to Oberon)
Explain yourself, godling.

CLOSE-UP - Oberon grins in gleeful anticipation.

It's simple--the play's the thing wherein I'll
catch the conscience of the King.



Act One


MEDIUM SHOT - the collected Fang Gang stare dumbfounded as Oberon and his minions VANISH. Spike looks mildly disappointed.

That's it? Show's over already?

No. I believe they are "setting up" for
the next phase of whatever they have devised.

Illyria, I'm waiting for an explanation.
Who was that creature, and why did he bring us here?

Gunn stares at the spot where the fairies disappeared, troubled by a vague thought -

Was that--? Nah, couldn't be.

Just then, MUSTARD-SEED materializes in a tree right above SPIKE, and taunts him in a high-pitched, singsong, Gnarl-like voice -

Ooooh, pretty, pretty coat, Mr. Savage Vampire.
Second skin, makes you feel all powerful and
dangerous, hmmm?

(glancing up at Mustard-Seed, then looking towards Angel)
Angel? Could you spare a moment from
your busy schedule?

(not hearing him; to Illyria)
And what were you thinking, bouncing Hobbes off
the wall like that?! You could have killed him!

Gunn whirls, glaring at Illyria.

Say what?!

(to Spike)
But we both know that's not the real you, don't we?
I smell the ink stains on your hands and musty old
books and hiding in the basement while they all
laughed, laughed, laughed....

(to Mustard-Seed)
Shut your gob, you tit, or I'll shut it for you.
(to Angel)

(to Gunn and Angel)
I did what was necessary to effect my escape.
I did not mean to cause any permanent damage.

Angel and Gunn exchange a look of concern, as if to say, "What are we going to do with her?"

(to Spike)
Did your Mummy dress you in your clean white linens
and kiss you on the cheek as she sent you off to school?
Ooooh, Mummy would call you a naughty, naughty boy now....

(fed up)
All right--that's it.

Spike LEAPS UP and GRABS at the spot where Mustard-Seed was nestled in the tree branch, but Mustard VANISHES just a split second before Spike can get his hands on him. Spike, still seething, lands back on solid ground--and sees Mustard, ten feet ahead, waving and then beckoning him to follow.

Naughty, eh? Give you all the damn naughty you want, I will.

Spike breaks into a run, chasing Mustard-Seed down the concrete pathway, away from the rest of the Fang Gang. Angel, alerted by his plot-convenient vampire hearing, turns and watches Spike disappear into the darkness.

Spike! Spike, what are you--oh, crap.
(to Gunn and Illyria)
Nobody move.

With a sigh, Angel chases after Spike and is swallowed by the darkness.

(to Illyria)
So what's the deal?

I do not understand.

This whole operation--the park, the portals,
the magic--must have been pretty important for
you to smash up Hobbes.

This is a private matter. I did not wish for you to
become involved, and I do not wish to discuss it.

Way too late for that. The fat guy and the Smurfs--
anybody I know?

He is Oberon, King of Faerie.

Name kind of sounds familiar....

In the Time of Glory, when I was at my full power,
I provided protection for the Realm of Faerie
against my brethren, and in return, Oberon was
bound to me in service if I required him in battle.

You had a contract.

Not of pen and paper, but yes. Even though
millennia have passed and the Old Ones lie interred
in the Deeper Well, the contract is still binding.
I knew that if I came to the woodlands,
away from the cities of Man, and summoned him,
Oberon would appear.

You want him to do his ancient fairy mojo and fix your head.

That was the purpose.

Gunn laughs bitterly and shakes his head.

Y'know, for a god, you get some stupid-ass ideas sometimes.

Do not think our acquaintance entitles you
to take such a tone with me.

Yeah, yeah, you'll rip out my liver,
nail my intestines to the wall,
use my lungs for bagpipes, and have yourself a party.
You can threaten me all you want,
but you're still in trouble here.

I do not follow.

Listen, I hate having all this knowledge crammed in
my head, but if there's one thing I know in this world,
it's demonic contracts. You've got this binding thing,
and it's still legal, but Fairy Boy's only
obligated to follow the letter of the agreement.
He might find a way to work around the fine print,
and mess with your mind for laughs.

If he tried something that foolish,
I would obliterate him from existence.

Maybe you could in the old days...but not now.
(agitated; growing angry)
I know you wanna get rid of Fred, but was it worth
the risk? I mean, do you have any idea
what this guy's gonna do?


You might've screwed us all.

CLOSE-UP - Illyria's usual expression of regal outrage gives way to some very real concern.


We're off the concrete path in a more densely wooded area, although the observatory is still visible through the trees. Mustard-Seed is still playing peek-a-boo with Spike, and Spike is growing more annoyed and enraged by the second. Mustard disappears and reappears in front, behind, and above, giggling, hooting, and generally taunting him like a Frenchman. Angel, making his way down from the hillside above, rolls his eyes in exasperation at the scene.

(to Spike)
Could you at least pretend to have impulse control?

Not now.

We have a problem, and you're not doing anybody
any good running around on your own.

Going to solve part of your problem for you.
When I catch the little bugger,
I'm gonna squeeze him into grape juice.

Spike, we can't afford to get caught in these mind games.
We've got to get out of here before everything
spirals out of control!

Mustard-Seed materializes on a tree branch directly above Angel.

Ooooh, Daddy sounds angry.
Has Daddy been drinking again?

(to Mustard-Seed)
Nobody asked your opinion.

Drowning in whiskey and playing with aaaaaaaall
the little girls. But Daddy is soooooo sad.
Lies down in the alley and waits for God to take him.
But God will not come.

Angel tries to ignore the taunts, but Mustard-Seed got him with that one.

Failed as a son. Failed as a brother. Failed as a--

Shut up.

Angel does a TEN-FOOT LEAP into the tree branch, but Mustard-Seed, as before, vanishes before Angel can get his hands on him.

Spike watches from below, arms folded, smirking at Angel's mini-meltdown.

Impulse control problem?

Angel lands back on earth, the fallen leaves crunching on impact.

Maybe violence isn't such a bad idea, after all.

Mustard-Seed's high-pitched giggle echoes through the woods.

Angel and Spike stand back-to-back, their heads whirling as they try to follow Mustard's appearances and disappearances.

CLOSE-UP on ANGEL, as he suddenly realizes -

Wait a minute.

Angel's eyes stop trying to follow Mustard-Seed; he lowers his head, deep in thought, and walks further down the hillside (deeper into the woods).

This is a set-up.

At the sound of those words, Spike's anger drains away and he follows Angel's lead, walking down the hillside until he's standing about a foot behind Angel in the midst of the woods.

You mean he brought us here on purpose?

Probably. The question is, "why?"

(light bulb)
Maybe it has nothing to do with us.

(same light bulb)
Illyria. She's the one who knows these creatures.

And we left Charley with her.

We'd better get back.

The two vampires turn around simultaneously and take a step up in the direction of the concrete path.

CLOSE-UP - they look up towards the summit of Griffith Park and their eyes NEARLY BUG OUT of their heads.

ANGLE ON - the HILL where the observatory normally sits. It's GONE.


(as sincere as possible--for Illyria)
I would never deliberately place you in danger, Charles Gunn.
Of all the mortals in this cesspool you call a world,
I find your presence to be the most...tolerable.

Thanks. I guess.

We have achieved much in our battles together,
and thou hast proven a worthy ally and a strong
right hand with thy sword.

(double take)
Excuse me--did you just say "thou hast"?

It is soldiers such as thy sterling self,
loyal servants of the crown, whose spirit hath
sustained the army in this long campaign.

CLOSE-UP - a perceptible change suddenly washes over Gunn's features--his eyes lose their usual defiance; they seem to lower slightly, as if in deference to Illyria, and his head tips downwards in a respectful half-bow.

The honor is yours, my liege. Once I was but
a rogue and peasant boy, quick to anger, bound
to this earth by little more than grief and choler,
destined for an early rest amidst the cobblestones.
But years in your service have tempered the gross
materials of my spirit, and honed my skills like
unto the finest steel.

There shall ever be a place for thee at my side,
for as long as Illyria endures.

If the calamitous day should ever pass that Illyria falls,
Your Majesty, I swear 't will not be at the hands of
traitorous Avalon.

So, pray tell, Sir Charles--how stands the army
and the preparations for battle?

The CAMERA SWINGS AWAY from Illyria and Gunn, towards what was once the woods of Griffith Park.

WIDE SHOT - the tree-lined area of the park has been transformed into an OPEN-FIELD, ELIZABETHAN-ERA ARMY ENCAMPMENT, with haggard and tired soldiers sprawled around campfires, sharpening swords and cleaning mud off their armor.

'Twas a hard and treacherous road through the lowlands,
my liege, gaining this spot at the precipice of combat;
their limbs are sound but weary, and perhaps would benefit
from rest before engaging the foe.

The CAMERA SWINGS BACK to Illyria and Gunn, and they too have been transformed. Gunn is now an ELIZABETHAN-ERA SOLDIER, still wearing his armor from the day's battles, and Illyria is dressed in the VESTMENTS OF ANCIENT BRITISH ROYALTY. The short cut of brown hair and the breeches indicate that King Illyria, for the purposes of this drama, is very much a MALE.

Thy counsel is as wise as ever, but we cannot
afford the succor of the sweet ambrosia of sleep.
The enemy draws near, and Illyria shall not rest
when victory is within our grasp.

Then what is your will, my liege?

Keep the men at full alert. The end is nigh,
loyal Charles--after a score of years,
Avalon shall pay for its betrayal.


Angel and Spike are lost.

All the concrete paths and markers of Griffith Park have vanished, and they're wandering through an unbroken thicket of trees.

This is ridiculous.
We should have hit a streetlamp by now.

That tree with the knot in it?
I think we passed it ten minutes ago.
Gotten us lost again, haven't you, wonder boy?

We are not lost. This is the direction back
to Illyria and Gunn.

God, here we go. This is just like that time back
in the Wienerwald, and you had us going around in
circles for days!
Good thing we ran into those milkmaids....

Look, Spike, I'm not in the mood to walk down
the Memory Lane of Evil, all right?

Oh, will you loosen up?
(as if Angel were a little "slow")
I understand that what we did was horrible,
and the whole bit about doing repentance and
working every day to make the world a better place...
(in normal voice)
But if you're going to have this huge rod up your
arse about it, you'll just end up making everybody
around you miserable.

"Fun" isn't in the mission statement.

But why not? Why does the evil part always have
the fun, and the good guy has to be such a prat?
Angelus may have been a brutal, sadistic,
heartless, murdering bastard, but by God, he had
a sense of humor. Dost thou recall the lodging
house back in Derry?

(smiling; and with a touch of Irish accent)
Aye--'twas a most disreputable entertainment in
a most reputable establishment.

As the CAMERA TRACKS alongside Spike and Angel on their travels, the two vampires disappear behind some trees for a moment--and when they emerge, they are TRANSFORMED. Spike is dressed in the brightly colored motley of a FOOL and carrying a knapsack on his back. (You can just see the neck and fretboard of a lute sticking out from behind the cover of the knapsack.) Angel, on the other hand, is dressed like the SOLDIERS in the Illyrian army (no armor), with a sword in a scabbard hanging at his left side. Both Liam and Will appear to be slightly DRUNK.

And thou wert short in the purse, as always.

'Tis ne'er a problem when I can depend on thy
generosity, good friend.

Then I am more fool than thou shalt ever be.
The coin of my purse is the crimson fruit of many
a bloody battle, and should not be wasted upon such
a scoundrel.

The fiercest battle thou hast seen in recent days
hath been with the troublesome skirts of a scullery maid.

The battlefield is not the sole arena where
a man may show his courage.

Then shall I sing of thy conquests,
O brave warrior of the sheets?

If 'twould mean the summoning of thy skills
in rhyme, I would prefer my triumphs go unremarked.
(beat; sobering up a little)
Let us make haste to camp. I fear our private
revelry with the king's ale shall be our undoing
if we do not answer the captain's call at morning's light.


MEDIUM SHOT - Illyria and Sir Charles are still discussing the military situation; we don't hear their conversation, but Sir Charles looks extremely concerned, and he appears to be pleading with the king. From the left, one of Illyria's senior advisors (played by MUSTARD-SEED) hobbles into the frame and stands quietly to the side while the men plan strategy.

ZOOM IN on Sir Charles and Illyria as Charles makes his case -

Majesty, a battle is not won only by strength and passion,
but by knowledge and forethought.
If you will not send a party into these woods,
then let a single soldier be your eyes and ears
to divine the plans of Avalon.

The risk far outweighs the gain, good Charles.
Endeavoring to spy upon the foe is double edged;
if our agent is discovered, Avalon would know our presence,
and may extract the nature of our design.

Then let me be your agent, my liege.
I shall be both swift and silent in your service,
and no manner of persuasion would e'er
loose my tongue before death.

Thou art too valuable an asset to risk on such foolishness.

Sir Charles gestures with his arm towards the encampment and the other soldiers.

Then send another whom you believe would be more suited.

CLOSE-UP - Illyria gives Sir Charles a small, rueful smile.

Very well, Sir Charles--fly like winged Mercury,
divine the strength of Avalon,
and return with all due speed.

(bowing again)
For your greater glory, my lord.

Sir Charles races off to prepare for his mission. The ADVISOR hobbles in behind Illyria and eases his old bones against a conveniently placed outcropping of rock.

'Twas against the grain of your character.

To what dost thou refer, old friend?

Such caution in the face of impending warfare!
In more friendly climes, you would send a legion to
spy upon Avalon, if 'twould bring you even a hair's
breadth closer to victory.
But these are not the friendliest of climes for Illyria.

Thou speakest in riddles.

Nay, I think my meaning crystal clear. Is this not
the Aurelian Forest, in which, by tale and song,
reside malefic spirits that would bedevil the most
seasoned warrior? And was not His Majesty himself lost
in this same forest twenty years before, lost for days,
before returning to his kingdom, with no memory of his
time within its boundaries?

'Tis a ghost of seasons past--a fever dream with no more
substance than the wind; it is of no consequence beside
the present conflicts.

You need not convince me of your resolve.
But I have heard whispers from the men below,
whispers that the King returns to the wellspring
of his madness, and the battle against Avalon
shall lead them unto perdition.

No true warrior of Illyria would succumb to such
foolish notions.

Not all are as faithful and resolute as Charles.

The Advisor slowly lifts himself away from the outcropping, and starts the long walk back to his tent.

Until the morrow, my liege.

He exits.

CLOSE-UP - Illyria, deep in thought.

TIME CUT - King Illyria, disguised in HOODED CLOAK, passes among the men to see how they're bearing up before the big battle. The soldier's faces are hidden by mud and shadow; Illyria approaches a CAMPFIRE and a beefy-looking SOLDIER whose face is entirely obscured by the darkness, with the occasional flicker of flame indicating that it just might be Oberon.

Who goes there?

I am a gentleman of a company.

Then you are doubly burdened--these woods are no place
for a gentle man, and in battle, death is the soldier's
only company.

Beat. Illyria is more than a little pissed off by the soldier's attitude, but he swallows his anger, keeping the conversation casual so he can get a clearer picture of what his soldier is thinking.

Thy words are clever, my good man,
but do a grave disservice to thy profession.
For is not every soldier a gentleman in the service of his king,
and the company of his fellows the means to glory?

'Tis not my glory, nor that of my fellows.

It is always glorious to fight for King and country.

I do raise my sword for crown and country, sir,
and I stand proud for Illyria and all it has achieved.
But I do not pretend that our king would share the glory
with his soldiers any more than I would share mine own
triumphs with the housecat who cleans my hutch of mice.

Thou art paid....
(he catches himself)
We are paid a more than generous wage.

More than generous--and our wage shall some day make
a fine widow's pension.
(beat; he sighs)
I suppose he is no better or no worse than any other King.
He has his own motivations, desires, and bouts of madness,
but such drives have naught to do with honor or glory.
Could he tell us, swearing truth before God,
why we have returned to the forest of his misspent youth?
Why he drives towards Avalon like unto a man obsessed?

He is our King and requires no such explanations.

I accept this truth as part and parcel of a soldier's life.
And such is why I do not tax my mind with such high-flown
words as "glory." 'Tis not healthy for one who wishes
to remain alive.


Sir Charles stealthily approaches the Avalonian encampment. He watches from a safe distance as the AVALONIAN PRINCE takes a scroll from a messenger (played by MOTH), unrolls it, and reads its contents.

SIR CHARLES' POV, LONG SHOT - the prince and the messenger. We cannot see the prince's face.

(voice distant)
How fares the king?

(also distant)
His heart is fierce and noble like unto a lion's,
my liege, but the body is weak. It will not be long
before the future of the realm rests upon thy shoulders.

The prince pauses for a moment to absorb the bad news.

Then I shall accept that burden with a heavy heart
and bold determination.

The prince slips a second scroll from his inner breast pocket and hands it to the Messenger.

PRINCE (cont.)
The borders of the realm are secure in all directions but one.
Make haste and bring Robin Goodfellow to this place.
The forces of Illyria are here in the Forest of Aurelius,
and I would have him lead our armies at my side.

The Messenger nods and zips off, with the prince watching him go.

ZOOM IN on the Avalonian Prince as he turns to face the CAMERA -



King Illyria, brooding heavily after hearing the Vox Populi report, drifts away from the encampment and approaches the edge of the woods. He sees a CRONE (played by PEAS-BLOSSOM), standing just outside the illumination of the campsite. The crone blows FAIRY DUST from her open palm in Illyria's direction. The dust sails on the winds and carries over to Illyria, who is instantly MESMERIZED. The crone beckons Illyria to follow her into the woods, and Illyria, as if sleepwalking, obeys.


The crone leads Illyria to a simple straw shack, and opens the door to let him inside.


The shack is sparsely furnished by modern standards--but perhaps too luxurious for a peasant's shack. Illyria is drawn to a MIRROR hanging on the wall at the far end of the room.

CLOSE-UP - he looks into the mirror and sees FRED in a simple peasant's dress in the reflection. There is a FLASH OF LIGHT, and Fred and Illyria EXCHANGE PLACES. Fred, dazed and disoriented, walks away from the mirror, leaving Illyria's reflection in the glass....



Act Two


MEDIUM SHOT - Sir Charles is still on the edge of the woods outside the Avalonian camp observing as PRINCE WESTLEY OF AVALON and an aide (played by COBWEB) discuss the upcoming battle.

TWO-SHOT with Westley and his aide throughout this scene, with occasional cut-aways to Sir Charles, listening intently.

Until it hath come to this.

Do not the wars of men always come to final battles,
my liege?

If I could but discern the path from days of peace
and brotherhood to this cursed threshold,
I would make no complaint, and hurl myself into battle
with passion unashamed.

I fear the path ahead is clear enough.

But I do not see the purpose of the battle or
the transgression that hath brought our kingdoms to such
a pass. Once, Illyria and Avalon were best of friends,
brothers in all but name; and then,
as if a veil had descended upon his faculties,
Illyria's most generous heart hardened unto us,
and he could no longer trust my judgment or my word.

Did he name a cause?

He gave me naught but sour words and bitter oaths.
And from that first, sudden coldness came a
long and bitter winter,
wherein the coldness hath turned to distance,
distance turned to rivalry, and rivalry to conflict--
until it hath come to this.

'Tis tragedy indeed when fate divides true brothers--
but your attention, my liege, should be with the men who
will carry your flag into battle, and not with thoughts
of friendships past.

Know thou, boy, that Westley of Avalon shall always
consider the greater good before his own.
When our legions arrive tomorrow morn,
and the final call to battle doth sound,
I shall be first into the fray.

Westley motions, and his aide douses the campfire and cleans up. The two men turn and head away from the edge of the forest.

Let us return to our tents.
There is much planning to be done before morning light.

CUT TO - Sir Charles, most disturbed and perplexed by the overheard conversation.

Is this the Prince of Avalon? A monarch of compassion and bravery,
who still keepeth the love of Illyria within his breast?
Always have I heard that young Avalon was fool and knave,
whose simple nature would bring both kingdoms down in twain.
But I must reconsider hard-won truths another time;
the strength of Avalon approacheth, and I must inform the king.

Sir Charles turns and heads back into the forest, moving as quietly as possible over the fallen leaves and branches. But not quietly enough....

QUICK CUT TO - Westley and his aide, still heading in the opposite direction, towards the main camp. Westley's head snaps around, and he instantly reverses course, his aide in tow.

My liege?

I know this forest well enough, young friend,
to be certain that the native creatures do not stir so loudly.

There is an agent of Illyria in our midst.

Prince Westley DRAWS HIS SWORD and strides purposefully towards the forest.

He must be slain ere he returns to warn his fellows.

Highness, this is madness! Permit the scouts in your
employ to pursue this spy across the forest!

By the time the scouts have been roused from their slumber,
the foe will be long gone.

Westley stops right at the edge of the forest and peers into the darkness.

PRINCE WESTLEY'S POV - the trees seem to SHIMMER and SPARKLE in the moonlight; the light whistling of the wind is almost like the sound of hornpipes, and Westley looks mesmerized by the forest's magic. Westley pulls away from his aide and runs full tilt into the forest, shouting back at the aide (while never breaking stride) -

Fear not, young friend! This forest was my home in childhood;
it holds no fear or mystery!

The aide watches helplessly as Westley disappears. He turns and runs back towards camp.


Will and Liam are getting sleepy from all that ale they swigged and plop down against a tree in the middle of the forest near the faintest trace of an old carriage path.

(straining to keep his eyes open)
A moment's rest to refresh the senses, and then continue on.

If we rest "but a moment," thou wouldst sleep an age.

Will slips off his backpack and tries to entertain them with a tune from his lute, plucking out the first chords of the bawdy British folk song "Matty Groves"--but he's off key and singing loud enough to wake the dead.

A holiday, a holiday, and the first one of the year.
Lord Darnell's wife came into church, the gospel for to hear.

And when the meeting it was done, she cast her eyes about,
And there she saw little Matty Groves, walking in the crowd.
"Come home with me, little Matty Groves, come home with me tonight.
Come home with me, little Matty Groves, and sleep with me till light.

CLOSE-UP - Liam clutches his head as if it were about to split open.

Peace, thou addled bard--peace!
Terpsichore herself doth weep bitter tears!

Will breaks off the tune, tucks the lute into its backpack, and nestles the backpack against the tree.

Doth the tune offend?

The tune is rude and blasphemous, much like thyself,
but entertaining nonetheless.
Thy voice is another matter entirely.

But if we do not have music to fill the night,
how shall we stay dark Morpheus from closing his
fingers upon us?

(A cue if I've ever heard one.)

REAR VIEW SHOT encompassing the tree, the backs of Liam and Will resting against it, and the forest ahead of them. Suddenly, seemingly out of nowhere, a HORSE-DRAWN WAGON (driven by Oberon) materializes out of the forest mists and pulls up alongside the drunken revelers.

CUT TO - appropriately goggled reaction shots from Will and Liam.

The ACTORS (MOTH, COBWEB, and PEAS-BLOSSOM) pile out of the wagon, lay out a few props on the ground--wooden swords, coconuts, crowns made of twig branches, and the like--and wait for their Master of Ceremonies to introduce the troupe.

The Master of Ceremonies (OBERON) gingerly dismounts from the driver's seat, pets the horsies, then joins the rest of his troupe in front of Will and Liam. (The moonlight shining through the branches of the tree provides a natural spotlight for the actors.) Oberon takes a step forward and bows to the two befuddled friends -

A pleasant evening to you both, good sirs.
We are but a poor and struggling group of actors,
traveling through the byways of our kingdom,
plying our trade for the brave soldiers who defend this land.

Will and Liam give each other a look -

(to Liam)
If he seeketh bravery here, perhaps it's best he move on forthwith.

All we ask is a few paltry coppers to help sustain us
as we spread the joys of the thespian arts throughout
the kingdom.

Another exchange of looks -

(to Will)
He would have better fortune finding bravery.

Seeing that he's getting nowhere fast, the emcee sizes up his audience's state of non-sobriety and changes his tactics -

Perhaps, good sirs, when we have concluded our performance,
you could share your cask of what must be truly potent ale.

'Tis not ours to give, and even if it were,
I'd not be of a mind to share.

(to the emcee)
What is the nature of the play to be performed?

Oh, 'tis a rousing tale of friendship and kings,
brotherhood and betrayal.

(to Liam)
We should allow them to proceed; 'tis an intriguing conceit
and, at the very least, should keep our senses sharp.

I would consider facing the demons of hell a brighter
prospect than an evening of theater.

Now, now--one must learn to appreciate the arts
if one is to be a well-rounded gentleman.

(to Will)
'Twould be an honor to learn from a true artist--
but I have yet to meet one.

TWO-SHOT - Liam and Will stare each other down, even growl at each other a bit...then break up laughing, both unable to keep a straight face.

(still laughing; to the emcee)
Perhaps, upon our return, we can endeavor to distract
the quartermaster.
(with a flourish of his hand)
Raise the curtain, good sir--thine audience awaits!

The emcee steps forward to start the play as his actors scramble around in the background to find their marks -

"Once, in a generation past, there lived two young
princes of neighboring kingdoms, bound together
in closest friendship, brothers in all but blood.

Moth and Cobweb, wearing the twig-branch crowns, bump together, side to side, each throwing an arm around the other's shoulders.

MC/OBERON (cont.)
"They rode together to all the corners of their realms,
played in rough forests and gentle glades,
drinking deep of the carefree life and unbridled joys of youth.

Moth and Cobweb, smiling broadly, pretend to "ride" side by side on horses, with Peas-Blossom making clip-clop noises with the coconuts.

MC/OBERON (cont.)
"But the joys of boyhood are ever destined to fade.
One prince lost his father in times of war
and took upon himself the crown long before his
mind and soul could be prepared for such a burden.

Moth sits on a rock and strikes a perfect Hamlet, Prince of Denmark, brooding pose. Cobweb stands next to him, with an expression of "Aw, isn't that sad?"

(to Liam)
Such melancholy for a young king.

(to Will)
'Tis most unseemly; e'en with such burdens,
a leader should advance a hale and hearty visage.

MC/OBERON (cont.)
"The two men still shared the sweet ties of friendship,
but the duties of a monarch lay heavily upon
the fresh-faced king, and they no longer shared
the closeness of their boyhood.

Moth strikes a kingly pose; Peas-Blossom, on bended knee and with arms outstretched, pantomimes pleading with the new king for help. Cobweb, seeing that his old pal doesn't want to play anymore, walks away, sulking.

MC/OBERON (cont.)
"Then, one joyous day, the prince informed the king
that he had found the woman of his dreams--a dark-haired
maiden of keen mind and surpassing beauty.

Cobweb and Peas-Blossom (wearing a ridiculous BLONDE WIG), dance together in front of the melancholy Moth.

MC/OBERON (cont.)
"At first, the young king gave his brother a most
hearty and joyous consent.
But then, his mind burdened by the harsh realities
of rule and the constant threat of enemies around him,
he did suspect the maid of treason against his
brother's kingdom, and perhaps of posing a danger to his own.

Moth points at Peas-Blossom with an exaggerated "J'accuse!" gesture. Cobweb, just as melodramatically, leaps in front of Peas-Blossom (his arm thrust out in a "Stop!" gesture) to defend his lady.

MC/OBERON (cont.)
"The young king brought up evidence against
the maiden to his friend, but the prince swept
aside such concerns of state to say -

CLOSE-UP on Cobweb, who mouths the words -

MC/OBERON (v.o.)
"If you cannot trust in love, then life is not worth living."


Sir Charles is rapidly weaving his way through the woods to report back to his king when he reaches a small clearing and sees a beautiful YOUNG WOMAN wandering dazed outside of a cottage improbably nestled in the darkest part of the forest. Sir Charles approaches, already a little smitten.

Fair lady, may this rude and humble knight offer
his assistance? You seem unwell, and I could
take you to a place of proper care.

Lady Winifred finally snaps out of her daze and focuses on Sir Charles.

I thank you, no, good sir knight--although your
generosity is most welcome. I am sound of limb,
and with the smell of pine, the sounds of crackling
branches b'neath my feet, and the concerned face of
a noble Moor,
(Sir Charles smiles)
my senses do appear to function.

But still, your countenance appears most troubled, my lady.

'Tis most strange--I could guide you through the
movements of the heavens and recite my knowledge of
history and science, yet I cannot recall my name or
how I arrived unto these woods.

Then this bears the mark of magic,
most evil magic to be sure.

(lost in thought again)
The night air is warm upon my skin, as when last I
walked upon my world. But when I look up at the stars,
the constellations and their light are different.
'Tis as if I'd followed Virgil down into the pits and,
after years of travel through Perdition and the Spheres,
emerged at the very spot of my departure.

CLOSE-UP - Sir Charles watches, mesmerized, as Winifred's head tilts backward to looks at the stars, beautiful brunette curls swaying in the wind and glistening in the moonlight, and listens to her speak of astronomy and literature. The man is in loooove.


Will and Liam continue to watch our play within the play -

"It hath been told--and none can know for sure--
that the king, the prince, and the maid did walk
through this very forest one score years past,
to the day. And when they were deep within the woods,
the prince and maid revealed a secret that did cut
the king to his marrow.

Cobweb, with Peas-Blossom at his side, puffs out his chest as if to make a grand pronouncement. Moth clutches his hand to his breast, as if stricken by the news.

"The prince and the king took to arms o'er the maid--
and the king did slay the maid with an errant pass
of his sword."

Moth and Cobweb pantomime a duel--badly--and with a swipe of Moth's "blade," Peas-Blossom collapses to the ground. And twitches a bit. And then some more.

Will shakes his head and nudges Liam in the ribs with his elbow -

"Ne'er a greater blight than when/
Two cocks do battle o'er a hen."

Thy wit is duller than the senses of the village idiot.

And yet 'tis still sharper than thy blade.

The emcee clears his throat, snapping Will and Liam's attention back to the play.

"Legend has it that the fairies of the wood removed
all memory of the maid from the world to save the king
and prince unneeded grief, and preserved her spirit
until such time as they would find the magic needed
to return her to her mortal form. And when she was
once again flesh, and the three were joined together
on the unholy spot of the killing twenty years before,
memory would return for all."

Play over. The company lines up and takes a bow.

(to Will)
'Twas far too melancholy for my taste; does no one
writing for the theater recognize the simple pleasure
of a happy ending?

Methinks there's more than mere invention to this play.
Didst thou not catch the reference to memory lost?
Is it not the tale of our own king within these very woods,
twenty years past?

Such plays oft add a grain of truth to their invention.
Take care not to let thy wild imagination reach
such dark conclusions.

Then let us ask our playwrights their true intent.

They turn back towards the theatrical troupe--but Oberon, his actors, and the wagon have VANISHED.


Sir Charles takes Lady Winifred's hand.

My lady, come with me to mine encampment. I shall protect
you from the sinister forces arrayed against you;
surely there must be a wizard within the ranks of
Illyria who can bring you back to your former self.

Winifred visibly JOLTS at the mention of the name "Illyria."

Nay, good sir, if I could but find a quiet place to ponder,
all would fall into place of its own accord.

You cannot remain in these rough-hewn woods in such a state.
Events surrounding us are far too dangerous for one so
fair and fragile.

Sir Charles tightens his grip on Winifred's hand, but Winifred, panicking, breaks free and BOLTS from the clearing and into the woods. Charles, watching her run, feels a warm, intoxicating breeze in his face and hears the faint sound of hornpipes; his mission temporarily forgotten, he sets off in pursuit.


Within the glade is a PRISTINE POND, surrounded by trees and banked with a profusion of flowers. Winifred stops at the edge of the pond and sits down next to the water, exhausted.

CLOSE-UP on the moonlit REFLECTION in the water - it's KING ILLYRIA'S FACE, but Winifred is too upset, distracted, and tired to notice.

OBERON and MUSTARD-SEED observe her from a distance.

The time has come, sweet honeyed Mustard.
The stars are in alignment, and we can at last
right the wrong done here twenty years before.

Just as Peas-Blossom did at the end of Act One, Mustard-Seed BLOWS MAGIC FAIRY DUST from his hand into the wind; the breeze carries it over to Lady Winifred, who gently tips over and FALLS ASLEEP.

TIME CUT - NIGHT turns to MORNING, and KING ILLYRIA awakens in the spot where Winifred was sleeping, appearing strangely weak and light-headed. He staggers away from the banks of the pool and disappears into the woods--not noticing the shape of a SECOND FIGURE lying where he'd been just a moment before. In a SERIES OF CLOSE-UPS (that carefully avoid the face), we see the second figure unfold from its sleep like a flower, gracefully stretching its limbs like a ballerina, extending towards the sun.

PULL BACK for an ESTABLISHING SHOT - it's LADY WINIFRED, in all her glory.



Part 2