Down In The Ground Where The Dead Men Go, Part 2

Down In The Ground Where The Dead Men Go

Part 2

(September 2, 2006)

Written by OnM, Lady S, Deeva, and Alliterator

Act Three

INT. LILAH'S OFFICE IN HELL - MOMENTS FROM WHEN WE LEFT OFF

FADE UP - Lilah is gone. Fred and Wesley are still seated in the two visitor's chairs, looking uncomfortable. The speaker in the ceiling is no longer playing music and the room is silent as a tomb. Finally, Wesley stands up.

WESLEY
We need to get out of here, and now's as good a time as any.

FRED
(musing)
Strange.... I was thinking about time, and how it might flow here.
If it does at all. Theoretically, Hell could even be temporally retrograde.

WESLEY
(looking at her)
If that's what you're thinking about,
then we definitely need to head out that door.
He nods in the direction of the door, which is closed. A second later, the ceiling speaker CRACKLES TO LIFE again. They both jump. The tinny sounds of "Wind Beneath My Wings" wafts through the air. Fred grimaces.

FRED
Eww. I hate that song.
She rises and walks towards the door, then stops and stares at it intensely, as if analyzing the very molecules of its structure.

FRED
(looking uneasy)
Not getting a good feeling about this.
We really are seriously out of our element here, even for us.
Wesley chuckles.

WESLEY
You managed to survive in another frightening
and unpredictable hell dimension for five years.
It seems to me this one isn't necessarily any different,
no matter what Lilah might have implied.
He steps up to the door and reaches out for the knob. Fred looks at him oddly, then speaks with a faint trace of hurt in her voice.

FRED
Do you really know Lilah well enough to be making that call?

WESLEY
(hesitating)
I...don't have any illusions about her motives,
if that's what you mean.

FRED
(back to the door)
So what do you think is out there?

WESLEY
I haven't the slightest, but I do think the Socratic method
won't be of much assistance.
He grasps the knob and TURNS IT. The latch clicks.

WESLEY
Let's try this instead.
He swings the door open.

INT. ELSEWHERE IN THE HELL CASTLE - CONTINUOUS

A SERIES OF TRACKING SHOTS - Illyria follows Axion along seemingly endless stone corridors. We see them enter completely black doorways that don't lead into rooms, but only exit into yet more CORRIDORS. After passing through three of these, Illyria abruptly halts.

ILLYRIA
(in a commanding voice)
Stop.

AXION
(obeying, startled)
Why? What's wrong?

ILLYRIA
I have lost all sense of direction,
and thus find it impossible to retrace our steps.
This is unacceptable.

AXION
Why would you want to retrace our steps?

ILLYRIA
It is not that I would, it is that I cannot.
Such incompetence is not in my nature,
even allowing for the considerable mystical
duress I have been forced to endure.
She stares icily at Axion.

ILLYRIA (cont.)
Are you trying to deceive me in some manner?
Axion looks taken aback.

AXION
No, mistress, of course not.
I did say that the way to the Fountain is long.
I'm sorry if I didn't sufficiently emphasize that.

ILLYRIA
The length is less important than the sensation that I have no mooring.
Without the ability to return to where I started--

AXION
Why is where you started of such importance?
Isn't it only necessary to know where you're going?

ILLYRIA
(irritably)
This is not the time to engage in philosophical argument!
I wish for what I wish, as is the right of my divinity!

AXION
Understandable.
However, as my father would have said,
if wishes were horses....
Illyria stares at him, maddened, then shoves the glass bottle in his hands and abruptly turns about. She heads back to the blackened doorway they just came out of. Axion looks panicked.

AXION
Mistress, no!! Don't do that!

ILLYRIA
(over her shoulder)
Why should I not?

AXION
It's impossible to go backwards through some doors!
He hesitates as if uncertain.

AXION
And...you would regret it. Going back through that door
won't take you to where you were.
Illyria snorts derisively and strides into the blackness of the doorway. Shaken, Axion backs slowly away.

Seconds later, Illyria re-emerges, staggering. She falls to the cold stone floor, gasping as she tries to draw in a breath. Axion stares, She shudders and finally rises as if through a massive effort of will. She lurches towards him. Axion gapes at her with abject, astonished wonderment and a certain degree of fear.

Illyria speaks, haltingly at first.

ILLYRIA
Do not...fear my wrath, human, for I...bear you none.
You did try t--to warn me, and I did not pay heed.
The fault is mine alone.

AXION
The fear is not of you, mistress.
(beat)
It is for you.

ILLYRIA
Why should you fear for me, human?
The balance of power is hardly in your favor.
Axion glances at the black doorway, then stares directly at Illyria.

AXION
Because you came back at all.
You shouldn't have, and yet here you are.
Illyria returns Axion's stare, tilting her head in her usual manner, then wincing with pain. The two regard one another questioningly for several seconds.

INT. LILAH'S OFFICE - MERE SECONDS BEFORE THIS

CLOSE-UP of Wesley's face. He's damn near panic.

WESLEY
Fred!
What is it? What's happening?
PULL BACK - The door to Lilah's office hangs open; we see past Wesley into a plain office corridor. Fred is on the floor just inside the doorway, gasping for breath and wincing in pain. She stares up at Wesley, then tilts her head in a very Illyria-like fashion.

Wesley catches this, startled. When Fred finally speaks, she does so haltingly -

FRED
I...I can't describe it.
(long pause)
It was...nothing.

WESLEY
(shaking his head)
It can't be "nothing." Something did this to--

FRED
Her.

WESLEY
"Her"? Illyria did this?
Fred struggles to her feet, falters, and collapses again.

WESLEY
Hey, hey, just rest a minute. Take it easy.

FRED
(trying to get up again)
NO! I want to....
(she flails)
Either help me or get out of the way.
Wesley looks shaken at the sudden outburst, but extends a hand. Fred takes it. But she needs little help as she hoists herself up to a standing. Wesley looks baffled at her sudden reservoir of strength. Then his expression shifts as if he is finally fitting a few of the growing number of pieces together.

WESLEY
She's in there with you, isn't she?

FRED
(nodding sullenly)
Yeah.... Sometimes. I don't know why, or how.

WESLEY
Are you sure?

FRED
(testily)
Yes, I'm sure! That freaking bitch--
I wish she'd just leave me the hell alone!

WESLEY
Do you want to stay in here?

FRED
No way.
Demon ex-god or human ex-lawyer,
not such great choices. Let's try for door number three.
Wincing again, she shuffles out the door. Wesley follows.

INT. THE CORRIDOR

TWO-SHOT of them standing in the corridor, looking one way, then the other. Their POV - the corridor on both sides seems to VANISH INTO INFINITY.

WESLEY
Well, here we are.

FRED
Wherever here is.

EXT. MAIN DOOR OF THE HELL CASTLE - CONTINUOUS

Lilah faces off with Gunn and a darkly amused Angel.

ANGEL
No surprise finding you here.
Where else would you be?
Lilah smiles brightly.

LILAH
I have to be somewhere, don't I?
Everyone needs a purpose in death.
'Course, for some, it's more of a hobby.

GUNN
So this means that Wolfram and Hart is running the show here?

LILAH
(crossing her arms)
Actually, I'm running the show here.

ANGEL
(with a scoff)
That's rich!
The Senior Partners were so pleased with your work
when you were alive that they gave you this big-ass promotion,
and now you're in charge of Hell.
Lilah's smiles fades. She gestures subtly. With a DEEP RUMBLE, the insanely massive castle door begins to slide upward.

GUNN
(over its creaks and groans)
Holy guacamole....
He stares. Angel steps back slightly, then throws Lilah a grumpy glare.

ANGEL
Oh yeah, sure, show off.
The giant door stops moving, not quite fully open. Lilah looks over at Angel.

LILAH
You may come in if you like.
And with that, she heads inside. The door is open just high enough for her to enter without ducking her head. She recedes into the shadowy corridor beyond. Gunn starts to follow, but Angel holds him back.

ANGEL
And I gather we're supposed to follow you inside?
Just like that?
Lilah stops and turns.

LILAH
You didn't want in?
(she tsks)
But you've come all this way.

ANGEL
You know what I mean. If you knew that we came here,
then you also know why we came here. Where is she?
Lilah continues on, her voice growing fainter.

LILAH
Which she? We have a lot of "shes."
This is an equal-opportunity hell dimension, you know.

ANGEL
(with exasperation)
You know damned well which "she"!
Stop these stupid games and take us to her!

GUNN
Um, Angel....
With another RUMBLE, the door slowly starts to SINK CLOSED. Angel looks angry. Gunn looks resigned. They both hurry after Lilah, ducking low to clear the bottom of the door as it travels downward.

INT. ENTRANCE HALL - HELL CASTLE

LONG SHOT - Lilah is twenty paces ahead of them, a dark outline heading towards a REDDISH GLOW emanating from some kind of great room a few hundred feet ahead.

LILAH
(calling out)
Now, one more time, which "she"?

GUNN
Illyria. She arrived just a few minutes
before we got here, so she can't be that far away.
Lilah's laugh echoes softly in the cavernous space.

LILAH
Ah. Long, long ago, and far, far away.
The two men quicken their pace until they are almost even with her. Angel reaches out to grab Lilah by the arm. A massive electric shock BLASTS THROUGH through his outstretched arm and SLAMS HIM away. He staggers and nearly falls. Gunn whirls, startled. Lilah calmly turns to face the dumbstruck vampire.

LILAH
Did I give you permission to touch me?
Don't think I did.

GUNN
How'd you do that? I don't see any....

LILAH
Technology? Magic Wands?
For crying out loud, Charles, this isn't your world.
(a potent pause)
Not yet anyway.

ANGEL
(livid)
Don't do that again, or--

LILAH
Or what?

GUNN
Angel, let it go. She's right--this isn't our world.
And we have a mission here, so let's get to it.

ANGEL
(gesturing at Lilah)
Senior Partner's Pet here doesn't want to help us!
For God's sake, Gunn, use your head.

LILAH
(smugly)
Down here, I'm God. You'll do things for my sake.
Now, do you want to find Illyria or not?
I'm a busy little believer here, and I don't have to help you.
Angel stews, then lurches around her heading towards the red-glowing great room. Lilah allows him to get a modest distance ahead, then starts after him. Gunn closes the distance between himself and Lilah, mustering up his diplomatic mode.

GUNN
Look, we'd like your help, if you'll give it.
This isn't our realm, but Illyria shouldn't be here, either.
We just want to get her and return to our regular old hell.

LILAH
(impressed)
Wow. Refreshingly direct and honest.
You always had that going for you, Charles,
even if some people failed to appreciate it.
Before Gunn can reply -

ANGEL (o.s.)
Where. Is. She!!
Gunn grits his teeth and winces as the sound ECHOES through the huge space over and over. Lilah doesn't break stride, just gestures at him.

LILAH
Follow me.
Gunn falls into step again a few feet to one side of her. They catch up to Angel, who is standing a few feet from the great room, angrily eyeing Lilah. He turns and joins them as they reach the doorway's edge. The room beyond is just dark shadows in the red glow. Suddenly, the three of them VANISH.

INT. HYPERION KITCHEN - EARLY MORNING

Faith and Connor are seated opposite each other at the table. Connor is watching Spike pace back and forth behind Faith, cigarette smoke tracing tiny contrails in his wake. Faith has her forehead dipped forward. She looks tired and aggravated. Finally, she straightens up, pivots in her chair, and barks at Spike.

FAITH
Would you please stop that freakin' pacing? I'm trying to think here.

SPIKE
(without stopping)
Go for it. Never too late, ya know.

FAITH
(ignoring the dig)
I still can't get Angel or Gunn on their cells,
so we have no way of knowing if they got to Barber's place or not.
I say we head over there and try to find 'em.
Spike stops, facing her.

SPIKE
Don't disagree, luv. But say they aren't there. What do we do then?
We're trying to find Fred. Angel and Gunn are just middlemen at best.
We need some help here, a lever.

CONNOR
You got any demon informants?

FAITH
Another time, another place, you'd get
the thumbs up, kid. But unless you know a specific demon
who specializes in wayward portals....

SPIKE
No need to go bowling down those alleys, team.
We just need to get the Wiz to do a locator spell.

CONNOR
"Wiz"? You mean that Barber guy?

SPIKE
Yup. Bloke's really boffo with those things.
(beat)
Gotta find something with Fred's DNA on it.
He starts looking around the place, riffling through drawers.

FAITH
DNA?

CONNOR
(helpfully)
You know, the double helix?

FAITH
The double what?
(she looks annoyed)
I know what "DNA" is, college boy.
I'm just having trouble that he knows what it is.
(beat)
Talk about vampires being scary....

SPIKE
(now opening cabinet doors)
Yeah, well, that's the way these things work.
Bringing people back, I mean--hair, blood, spittle....

FAITH
If the next words out of your mouth involve underwear--
There!
(she points)
The blue mug.
Fred uses those all the time for tea.
Spike picks up a BLUE MUG like the one Fred was drinking from in Act One off the counter near the sink and turns.

SPIKE
Right! Time's a-tickin', 'ere!
Let's get on it!
He heads briskly out of the kitchen. Faith glances at Connor. They follow.

CUT TO - INT. LOBBY

They stop at the weapons' cabinet where Connor retrieves a sword and Faith her crossbow. Spike is already making for the doors. Connor calls out to him.

CONNOR
So what do we do if this guy won't help us?
Spike hops up the steps.

SPIKE
He will, mate, I'd bet on it.
Magic Man had his big falling out with Angel,
but pretty sure he's still cool with the rest of us.

FAITH
(to Connor, slightly sarcastic)
Can't understand why he'd have problems with Angel.
Sometimes I wonder why I'm still here.

CONNOR
(thoughtfully)
Some things are hard to let go of.

FAITH
That they are.
Faith holsters her crossbow, then turns, raising her voice.

FAITH
So you're driving now?!
Her POV - Spike is already gone, the door shutting behind them.

SPIKE (o.s.)
Got that right, Top-Girl!

FAITH
(with a snort)
In your dreams, Willy.

CONNOR
Willy?

INT. ONE HELL OF A CORRIDOR - SOME WAYS FROM LILAH'S OFFICE - CONTINUOUS

Wesley follows Fred as they pass door after door that all look exactly the same, except for their numbers. Wesley is pale.

WESLEY
You still keeping count?

FRED
Yep. We're three hundred and fourteen doors from where we started.

WESLEY
Good Lord. Has it been that many?

FRED
(glancing back)
You lost count?

WESLEY
After about one-twenty, I believe. I'm trying to stave off
some inner-ear trouble they don't have in our world.
Something like "linear vertigo."

FRED
Actually, I think Wolfram and Hart has a patent on that.
In multiple dimensions. Serious royalties.

WESLEY
Doesn't surprise me.
(beat)
It would be nice to have some bread crumbs, wouldn't it?

FRED
(chuckling)
With our luck, we'd be followed by
an invisible bread-eating demon.
She turns and looks fully at him, concerned at what she sees.

FRED
You O.K.? You don't look so good.
Wesley's expression turns deadly serious. He glances back the way they came, then returns his gaze to Fred.

WESLEY
The infinitely-receding aspect of this hallway isn't merely perspective, Fred.
I have no idea how it's done, but the reason I'm off my game here
is that I don't think there's an end to this place.

FRED
Everything that begins has an ending.

WESLEY
Normally I'd agree, but recall what Lilah said earlier--
We may be caught up in some looped destiny of our own creation,
unable to escape. Perhaps that's how this place works.
We know that we're lost, and so we become what we know.
Fred pauses, her forehead crinkling as she ponders Wesley's comments.

FRED
That's what you got from that weird C.S. Lewis riff?
Or did you just get in the habit of thinking too much
while you were dead?

WESLEY
I'm saying...we need to either pick some doors
and see what's behind them, or count our way back
to Lilah's office and hope she returns.
Fred looks miffed.

FRED
Lilah? That's the best you can do?
You have the guts to take on Cyvus Vail of the
Circle of the Black Thorn, and now all you can say is
"Let's hope Lilah comes back?"

WESLEY
(ruefully)
The reality is that I failed to kill Vail, who was old and frail.
(equally miffed beat)
And for all we know, Lilah is the new Circle.

FRED
(backing down)
Well, that would be bad.

WESLEY
In truth, I doubt that she is. I'm not sure what her role is in this place,
but I do know that she can be...unpredictable.

FRED
Let's try a door.
She looks in turn at the four closest doorways, two on either side.

FRED
Care to pick?
Wesley just stares.

FRED
(pointing)
Let's see.... Lady, tiger, boiling lava beach, big nothing....
Jeez, this is tough. I don't have a clue here, and the fact that the
doors are lettered with exponents isn't reassuring me.

WESLEY
What would Illyria do?
Fred looks back at Wesley as if a small electric shock has run through her.

FRED
Why would you ask that?

WESLEY
She has certain qualities that can be...useful at times.

FRED
Such as?

WESLEY
Fearlessness. Unreasoning fearlessness.

FRED
You're thinking we should abandon reason?
I'm not sure that's a good idea.

WESLEY
(pointing)
Try that door.
Fred stares at it.

FRED
You saw me looking at it.
That's the one I was going to choose.

WESLEY
I suspected as much.

FRED
So you're sure?

WESLEY
No.
She stares at Wesley as if trying to read his thoughts from his expression, then shrugs.

FRED
O.K. Here goes.
Straightening her shoulders and taking a deep breath, she strides confidently up to the door, grabs the knob, and turns it. The door swings open, and the two gaze into the room on the other side.

Fred gasps.

WESLEY
(awestruck)
Now that's unexpected.

BLACK OUT.

END OF ACT THREE

Act Four

FADE UP - EXT. A STREET IN L.A. - JUST AFTER DAWN

An SUV passes through the frame. The dark windows look almost mirrored.

INT. THE SUV

Spike is driving. Faith is in the passenger seat. Connor leans between them from the back, glancing out guardedly at the once swanky, now run-down surroundings. From inside the car, the window tint appears normal. Faith gestures at the windshield.

FAITH
What'd you call this stuff--
Necro-temporary-whatsiz?

SPIKE
"Necro-Tempered." Makes things nice 'n
vampire-safe in the shiny part of the day.
Fred nicked it from what's left of our previous employer.
Right resourceful bird, that one.

FAITH
Better hope Mike's got a nice dark garage to park in.
(she points)
Just two blocks down this street.

CONNOR
(to Faith)
You said to remind you to try Angel and Gunn again.

FAITH
Thanks, dude. Got it.
She pulls her cell phone from a holster at her waist, flips it open, and presses a button. After a few beats, we hear the same "Your call cannot be completed" message. Faith frowns sourly.

FAITH
Not good. Daylight, still not word one from them,
and the phone's a dead end.
EXT. SHOT - The SUV passes a series of once-upscale houses and slows in front of the TRENT/SOUTAR ESTATE. The high gate is shut. The patchy, withered leaves on the trees quiver in the breeze.

SPIKE
There it is.
(he humphs)
Huh. Nice digs.
Magic must be paying better these days.

FAITH
Landscaping needs work.

CONNOR
It's like that all over.
A drought, or crop-blight, or something.

SPIKE
(pensively)
Not all over.

CONNOR
So you think that this guy's got some connection
to that raising the dead deal?

SPIKE
Dunno. Your dad doesn't think so, but then, y'know,
Dr. Strange is always changing size, in'ne?
Faith and Connor both give Spike a WTF? look. Spike glances at their baffled faces and shakes his head, grinning.

SPIKE
Young people these days.
No appreciation for the classics.
With a jerk, he brings the SUV to a halt in front of the property.

SPIKE
So whatja think?
Direct approach or make with the sneaky?

CONNOR
You said he'd be friendly to us.

FAITH
Try the gate bell.

SPIKE
Well, aren't you the thinking one these days.
(he gestures)
Be my guest. Kinda bright out there for me right now.
Faith shrugs and rolls down her window as Spike inches the passenger side of the SUV up to the call button box.

FAITH
Hell, if he's that good a wizard, he already knows
we're here.
Before she can touch the call button, a motor whirs, and the gates begin to part. Connor and Spike both stare at Faith appreciatively.

SPIKE
Good call, Slayer.
He accelerates forward.

DISSOLVE TO - INT. A LARGE ROOM IN THE HELL CASTLE - JUST BEFORE FRED AND WESLEY OPENED THE DOOR

Illyria and Axion enter from a stone corridor. Michael's glass bottle is back in Illyria's hands.

AXION
We are at the nexus, mistress.
From here we must take the elevator,
and then we shall locate the Fountain of Lethe.
The god-king looks pleased and fails to notice Axion twitch with apparent pain. He shakes off whatever it was.

ILLYRIA
Excellent. I was beginning to fear
that we would never emerge from this labyrinth.

AXION
Same here.
Big damn place, no doubt about it.
Illyria regards the man curiously.

ILLYRIA
Your behavior exhibits signs of unexplained variability. Why is this?

AXION
(shrugging)
Hell's a bitch, and you're already dead.

ILLYRIA
A perfect example illustrating my assertion.
It is as if there are two of you present in a single body.
When we entered this space, you spoke with eloquent deference to my stature;
now you are casual and employ ironic humor.

AXION
(twitching again)
I could explain in more detail, mistress,
but I assume that you're seeking your destination
with all due haste.

ILLYRIA
(glancing around uneasily)
That is true. I have no wish to linger in this dimension;
it is off-putting despite its impressive volume.

AXION
(gesturing)
The elevator is this way, mistress.
She accompanies him across the broad expanse of the room. He stops in front of a WHITE CIRCULAR STONE about six feet in diameter.

ILLYRIA
This does not resemble any elevator
I have seen before.

AXION
Oh, it's way cool.
Watch and learn.
(he addresses the stone)
"Floor five thirty-eight."
A PULSING AND FLICKERING CYLINDER OF RED LIGHT appears and surrounds them. Illyria looks unsteady on her feet, and soon we see why--she and Axion are RISING RAPIDLY straight up in the air inside.

AXION
(voice vaguely distorted)
Don't fight it, mistress. Just give in.
It's a far better trip if you do.

ILLYRIA
(uneasily)
You could have warned me, human.
CUT TO the two of them ROCKETING up at ridiculous speed, passing through other stone floors like the one they were just on, which appear immaterial and translucent. Despite her efforts to "just give in," Illyria sways as if fighting a strong sense of vertigo. Then, like a switch being thrown, an ecstatic look comes to her face that can only come from a near-orgasmic sensation.

ILLYRIA
(subvocalizing)
Ahhhhhhh....
Axion throws the god-king a wicked-looking smile.

FADE TO WHITE.

INT. CORRIDOR THREE HUNDRED DOORS DOWN FROM LILAH'S OFFICE - A MOMENT PRIOR

LONG SHOT - Fred and Wesley stand outside the door that Fred has just opened, both of them utterly astonished. The camera SLOWLY DOLLIES closer to them then TURNS to allow a view into the room.

Except it's not a room--it's another entire WORLD. Their POV - The sun is shining brilliantly, and there is an impossibly gorgeous ocean with waves rolling in to an impossibly perfect beach with gleaming golden-white sand. The sky is deep, azure blue with wispy high clouds. Birds fly by. They aren't exactly earthly seabirds, but nothing is more graceful and elegant as they swoop and dip over the beach and the sea beyond.

FRED
Oh...my...god.

WESLEY
(enraptured, but uneasy)
Normally I'd agree, but....

FRED
(turning to him)
Remember where we are?

WESLEY
Yes.

FRED
It...it's pulling me to it.
(she looks back out the door)
I want to....
Quickly, she reaches down and begins to remove her shoes.

WESLEY
(with concern)
Fred...it can't be what it appears to be.
You've experienced these delusions before. We all have.
This is a magical dimension. Things aren't always....

FRED
It is real, Wesley. I don't know how, I just know it.
(she stares, entranced)
What did you say a little while ago about
the need to abandon reason on occasion?
To be fearless?
Fred reaches a hand to her collar and unbuttons the top of her dress. Wesley watches, fear rising in his eyes as -

Thump.

HEAD AND SHOULDERS SHOT - Fred's dress drops to the floor. She is wearing nothing underneath.

WIDE REAR SHOT - The light from inside the doorway floods all around Fred's form, silhouetting it. She steps towards it. Trembling, Wesley grabs her arm and tugs her back. She turns to him, sheer bliss in her eyes and face.

WESLEY
No. If you go in there you might not come back.

FRED
Who'd want to?

WESLEY
I want you to come back.
I love you.
Fred pauses, a thoughtful look breaking through her bliss. She smiles.

FRED
All right. But I have to at least touch it.
Please allow me that much.

WESLEY
How can I...?
She shrugs the arm he is still gripping tight.

FRED
Hold my hand.
If I don't come back, then pull me back.
Wesley nods and releases his grip. She takes Wesley's hand in hers. He looks at her, and she at him, then she turns and passes through the door frame. The instant she moves past it, her body begins to GLOW with a BRILLIANT, UNEARTHLY LIGHT, and a CRY of INTENSE PLEASURE breaks forth from her lips. Wesley struggles to hold on to her hand as the sensation hits him as well. He begins to shake and tremble. Tears form in his eyes.

WESLEY
Dear god, what am I doing....
FADE TO WHITE.

INT. THE NEXUS OF FLOOR FIVE THIRTY-EIGHT - A MOMENT LATER

The "elevator" comes to a halt on a floor much like the one Illyria and Axion just left. Still pleasantly unsettled, Illyria follows Axion with an unsteady gait out into the nexus proper. Axion heads towards a VAST, ARCHED ENTRANCEWAY leading out into another corridor that runs length-wise from it. A bluish light glows faintly at some point down its length.

AXION
This is the floor, mistress.
The Fountain of Lethe should be in this direction.

ILLYRIA
You are certain?
Axion nods as they approach the archway.

AXION
You're not of my world, are you?

ILLYRIA
At one time I was, but that was aeons ago.
The world was different then.
The exit into -

INT. CORRIDOR

AXION
And no doubt it's different now.
Different in some way you wish to forget.

ILLYRIA
Yes. But not just forget.
Axion twitches again.

AXION
Ah...yes. The waters of the Lethe can have reality-altering
properties when used as a base element for certain magicks.
So you don't wish to merely forget something,
you seek to change it completely.

ILLYRIA
Yes.

AXION
(anxiously)
That can be very dangerous.
You're sure of your purpose in this quest?
Illyria does not answer. The relatively short corridor ends at a MASSIVE CRYSTALLINE WALL. Blue-white light ripples and dances behind or perhaps within the crystal, as if water has somehow been captured within it. Axion indicates a small object attached to the wall.

AXION
(pointing)
It's right there.
Illyria's gaze falls on - an OLD-FASHIONED PORCELAIN WATER FOUNTAIN.

She turns away from Axion and approaches the fountain, raising the antique glass bottle in one hand. With the other, she reaches for the fountain's handle, then stops mere inches away from it. She stares up at the crystalline wall behind the fountain, her steely gaze attempting to penetrate its surface.

AXION
(cautiously)
It's best not to do that, mistress.
The depths of the Lethe can be disorienting.

ILLYRIA
(firmly)
I once stared into the heart of the sun,
child of mythological physicians.
I do not fear a river.

AXION
(looking away nervously)
As you wish.
Illyria continues to stare raptly at the quivering river in the stone. HOLD, THEN -

INT. THE HELL CASTLE GREAT ROOM - EARLIER

WIDE SHOT - The ceiling of the vast room appears ninety feet high, but it's hard to tell in the uneven RED GLOW of the room. The light is emanating from two immense FIREPLACES, one on the left wall and one on the right, each forty feet wide and ten feet high. The flames are red, with little yellow or white in them.

Angel, Gunn, and Lilah stand just inside the LARGE OPEN ARCHWAY centered in the far wall. Behind them beyond the archway is an impenetrable blackness just like the smaller doorways Axion and Illyria passed through earlier.

LILAH
(perfunctorily, addressing herself to Gunn)
I need to attend to something that has just come up.
Please just wait here, and I'll come back or send for you.

ANGEL
(looking annoyed)
For how long?

LILAH
(turning to him)
Until I return or send for you. Didn't I just say that?
What happened to that amazing vampire hearing?

ANGEL
(irritably)
I heard you just fine. Doesn't mean
you can't be a little more specific.

GUNN
(carefully)
It would be helpful to know. It's not like
you've got cable or a stack of magazines here.

ANGEL
(looking around)
Or furniture.
Lilah rolls her eyes and exhales a long sigh. For the first time, we see fatigue cross her features.

LILAH
You don't want to be here when there is furniture.
This is a room for rituals, not a sports bar.
(beat)
Wait, I take that back. Never mind.
She gestures at the blackness of the archway.

LILAH
Like I said before, just don't follow me in here, all right?
It's strictly employees only.

ANGEL
(mockingly)
Oooo, I'm all skeered.

GUNN
Angel....
Lilah turns towards the archway. She stops barely a foot from of it, then circles back to Angel.

LILAH
I assume you still vividly recall what happened
after the Slayer put that sword through your chest years ago?
Angel looks visibly unsettled.

LILAH
(smiling thinly)
Picnic.
And with that, she turns again and DISAPPEARS into the darkness. Gunn stares at Angel, who actually shivers for a moment. He is baffled and somewhat alarmed at the sudden change in the vampire's demeanor.

GUNN
Jesus...what was that about?

ANGEL
(turning away)
Nothing. Never mind.

GUNN
(off-kilter)
You're scaring me, dude.
(he glances around)
And I don't wanna be scared here.
At least not by you.

ANGEL
(shaking it off)
Sorry. My bad.
C'mon, let's case the place. Give us something to do.

GUNN
Um, O.K.
Angel heads slowly towards one of the fireplaces. Gunn walks beside him, matching his pace.

GUNN
I really hate to admit this, but speakin' of....
Lilah's a whole freakin' lot more scary than in the old days.

ANGEL
Word. I don't understand where she's getting all this power.
She was a pretty minor cog in the Wolfram and Hart
machine not all that long ago.

GUNN
(with a blink)
Word? Did you just say "Word"?

ANGEL
What, didn't I observe the proper hipster context or something?

GUNN
No, no. It was...very hip of you. I'm impressed.

ANGEL
Damn straight I'm hip. Dunno why more people don't get that.

GUNN
Maybe...you just need some new P.R.

ANGEL
(pondering)
Maybe.
(he glances at Gunn)
Is that what you do now? P.R.?
The two men continue toward the fireplace.

GUNN
Nah. That's what I need to do.
Then they suddenly stop dead in their tracks, eyes ahead.

ANGEL
I think that's enough casing for now.

GUNN
Word.
Now it's Gunn's turn to shiver.

Their POV - the fuel in the fireplace is not wood or coal, but BONES--most of them human-shaped, others either animal or demon.

They both turn away toward the center of the room. Angel's eyes settle on -

The BLACK ARCHWAY.

GUNN
Don't do it, man. Just don't. You heard what she said.

ANGEL
Not going to. Just thinking.
Then he looks around, muttering with disgust -

ANGEL
[Inaudible...inaudible]...chairs....
He strides towards the black archway, then veers at the wall to one side of it and sits down on the floor. Gunn joins him a few seconds later.

ANGEL
So tell me about this P.R. you need to do.

GUNN
Well, I'm not sure I can do it.
The way my group does things, demons and humans work together.
But City Hall ain't buying that as the way to fix things in L.A.
As far as they're concerned, all demons are the Krog,
and they got zero tolerance.
(he sighs)
I need to go over their heads--go the people.
Show'em demons they don't have to be scared of.
Angel nods, taking this in.

ANGEL
Keep talkin'. I'm listening.

INT. LIVING ROOM OF THE TRENT/SOUTAR ESTATE - MORNING

A SMALL, GLOWING SPOT hovers in the room, then starts to move. Spike, Faith, and Connor cautiously follow, Faith raising her crossbow. TRACKING SHOT - It leads them out of the living room, down a hall, and up to an open doorway where they see a flight of stairs. The light starts down. They do as well. As they reach the bottom of the steps, the glowing spot pauses in front of a closed door, flickers, and then blinks out of existence. Spike reaches for the doorknob.

INT. BASEMENT GALLERY

They enter the room, gaping around at all the exotic objects encased there before turning their attention to Michael, who is puttering over a stack of books on the octagonal table. He is still in his bathrobe.

MICHAEL
(in an open, friendly tone of voice)
You can put the crossbow down, Faith.
There's nothing here that's a danger to you or your friends.
(he chuckles to himself)
Unless any of you are sheep-phobic.
Connor looks baffled, but almost as if on cue, a soft bleats sounds behind them and they turn to look at -

the black-fleeced lamb. Michael chuckles a second time.

SPIKE
(turning back, tone faux-cheerful)
So what's up, Mr. Wizard?
Michael looks up from a huge, ancient-looking tome.

MICHAEL
I expect you've come to see what's happened to your friends.
I can't give you an ongoing play-by-play, but I can assure
you that everything's under control, and the situation
should resolve itself shortly.
He smiles warmly. He seems to be looking at the three of them, but then we see that he's staring past them at -

MICHAEL'S POV - his son Danny, who is kneeling on the floor, petting the lamb.

Faith frowns and glances behind them again.

Her POV - just the lamb. FAITH
Hey, Mike, glad to hear that. We were kind of worried.
Michael shifts his gaze slightly to focus on Faith. The sincerity of his smile never leaves his face. Spike begins to wander around, casually peering at the books and other paraphernalia. Connor clears his throat just a bit too loudly.

CONNOR
So...Angel and Gunn are here somewhere?

MICHAEL
Not quite, although I expect them back soon.
They insisted on following Illyria on this quest she's undertaken,
although I tried my best to discourage them.

SPIKE
A quest? Really?
Would this quest by any chance involve portals
leading to another dimension?
Michael's smile fades, but then reasserts itself, more reserved.

MICHAEL
(sincerely)
You know, Spike, you must see that people underestimate you.
I admit having done it on occasion myself, but I'm learning that
outward appearances can be deceiving, even for demonkind.

SPIKE
That so?

MICHAEL
Absolutely. In fact, for the longest time I've felt nothing but contempt
for me coming from your resident Old One. But just earlier today,
in she walks, saying that she had underestimated me....
(his voice quavers slightly)
Can you imagine that, coming from her?
He chuckles again, and his three visitors glance at one another.

MICHAEL
So, we struck a bargain, and I have little doubt that
someone with her drive, ambition, and--
He pauses in mid sentence and shakes his head, smiling broadly.

MICHAEL (cont.)
--why deny it--arrogance--will succeed in this venture,
and we will all reap the benefits.

CONNOR
"All"? All being?

MICHAEL
Everyone! We could restore peace and order to Los Angeles,
North America, even the rest of the world.

FAITH
The Blue Fairy can do that?

MICHAEL
With my help.
(he goes back to flipping through his books)
Sometimes things just fall into place--
a congruence of serendipitous actions or events.
We are at such a moment right now,
and I would be a foolish man indeed not to step up to
what destiny has placed in my view.
Spike glances over at Faith, who clearly mirrors his "Oh, this isn't good..." expression. He turns back and grins at Michael.

SPIKE
Damn straight!
That's what it's all about now, innit?
Anything we can do to help?
Michael beams. Connor wanders casually across the room behind Michael's back.

MICHAEL
Wonderful! Can I get you some tea?
As I said, we may need to wait just a little while yet.
Connor looks over at Spike and Faith, his brow deeply creased, eyes narrow. He waves to catch their attention.

CONNOR
(mouthing silently)
Are you guys nuts??
SMASH-CUT TO -

INT. THE CORRIDOR OUTSIDE PARADISE - HIGH NOON IN HELL

Bright golden light is blazing out of the doorway, surrounding and enveloping Wesley. His eyes are closed. TIGHT SHOT OF HIS HANDS - He is losing his grip on Fred. CLOSE-UP on his face - he, too, is caught in the sensations that drew Fred through the door. He forces his eyes open. His brow knits with confusion at what he sees.

WESLEY'S POV - Fred's glowing body appears to be thirty feet away out on the beach, and yet somehow he is still holding her hand. A miniature river of white-flecked azure light connects her body to his.

QUICK-CUT TO - INT. CYVUS VAIL'S LAIR, Not Fade Away (FLASHBACK)

Wesley lies dying in Illyria's arms.

ILLYRIA/FRED
Do you want me to lie to you now?

INT. HELL CORRIDOR - PRESENT MOMENT

CLOSE-UP on Wesley. He's crying.

WESLEY
It's not a trick. It's not a trick.
QUICK-CUT TO INT. CYVUS VAIL'S LAIR -

TWO-SHOT of Wesley and Illyria/Fred. Illyria is in Fred visage now. Tears are running down her cheek.

FRED/ILLYRIA
Do you want me to lie with you now?

INT. HELL CORRIDOR

Wesley's POV, through the doorway - the shores of heaven, the blue-liquid stream of light, glowing golden Fred.

WESLEY (o.s.)
Yes. But you can't.
CLOSE-UP of the uncertain anguish on Wesley's face.

WESLEY
Let her go.
It's real, and she deserves it.
You have to let her go.
MEDIUM-SHOT of Wesley, crying.

WESLEY
(softly)
Let go.
He does.

Wesley's POV - The deep blue-white stream of light linking the two of them dissolves as if turning into sea spray, then vanishes. Fred keeps walking, heading towards the ocean, seemingly unaware.

Wesley GAGS, grabs at his arm, and falls back, collapsing on the cold tile floor of the corridor. He shifts around until he is facing away from the door, looking devastated. Interminable seconds pass as his body is quietly racked with sobs. We hear a series of soft, rhythmic clicks behind him, growing gradually louder, but Wesley, lost in his misery, pays no attention.

The clicking gets closer and closer, then abruptly stops.

FRED (o.s.)
Wesley? What's the matter?
What happened?
Wesley twists around where he is sitting.

His POV, in CLOSE UP - Fred, staring down at him with concern.

PULL BACK TO a WIDER HEAD-AND-SHOULDERS SHOT - She's back in the corridor, no longer glowing, just plain normal-looking, albeit naked, Fred. The door to the heaven dimension is closed behind her.

Wesley gasps, incredulous, and scrambles to his feet. He instantly embraces her; she responds in kind. They kiss passionately, finally pulling apart to stare lovingly at one another. Then, hesitantly -

WESLEY
Why did you come back?
Fred looks at him as if he were brain-damaged.

FRED
Why do you think, you doof?
The clicking sounds begin again, growing louder as they draw closer. The clicks stop, then -

FEMALE VOICE
(with irritation)
A-hem.
Fred and Wesley both turn in the direction of the speaker.

LILAH
What does it take, hot pokers?
Have you two lost what passes for your brains?

WESLEY
(calmly)
Lilah.
Is there something we can help you with?
Lilah shakes her head. She looks at Wesley with something approaching pity.

LILAH
You know, every once in a while, I have moments of doubt.
Just little moments, mind you--
I generally come to my senses before any
real harm is done, but....
She stops, seemingly at a loss for words.

FRED
Yes? Go on.

LILAH
And will you please get dressed?
We need to leave in a minute.
Fred kneels down to fetch her dress.

WESLEY
Leave? Leave hell?

LILAH
Maybe. We'll have to see; there's still one variable remaining--
She looks at Fred, who has just returned to a standing position. Fred steps into and pulls up her dress, making no attempt to do so discreetly.

LILAH
--and she's just as big a pain in the ass as you are, my dear.

WESLEY
Ah. We suspected this possibility.
Fred finishes buttoning her dress. She stares down Lilah.

FRED
(smiling mock-sweetly)
If Illyria has managed to put a crimp in your plans,
I may have to reconsider exactly how much I hate her.
Lilah snorts derisively.

LILAH
She wasn't the one that kept you from entering heaven.
That would be your doing, Ms. Burkle.

FRED
(with a shy glance for Wesley)
If hell is what we make of it, then I guess
the same's true of heaven.

LILAH
Keep telling yourself that a few months from now, sweetie.
(beat)
Screw C.S. Lewis. Time to go.

WESLEY
Now?

LILAH
(darkly)
Now.
Lilah snaps her fingers, and they all DISAPPEAR INSTANTLY from the corridor.

INT. LETHE FOUNTAIN CORRIDOR - DOWN OFF THE HIGH (NOON)

The crystal wall and the Fountain of Lethe make a dada-esque impression of a huge stained-glass window and church altar. Illyria is still standing beside the fountain, staring at it now rather than the river in the crystal. Axion is watching from one side.

AXION
(twitching)
Illyria? Um, you are mostly Illyria, right?
...Having second thoughts?
She turns, looking puzzled and uneasy.

ILLYRIA
I have multiple thoughts on an ongoing basis.
It would be foolish to limit them to only two.
(beat)
Your speech pattern has changed back to a form
of increasing familiarity. This happened before,
and is still highly disconcerting.

AXION
(smiling)
True to form, aren't you? Although your form really is a good bit
more complex now, I see.
And by the way, how's the soul thing working out for you?
I always found mine kind of annoying most of the time,
but at least I was born with one;
I didn't have it thrust upon me unwillingly.
You do have my sympathy for that.
Illyria turns abruptly back to the fountain, reaches for the handle, and turns it. A SMALL, ARCING STREAM OF BLUE-WHITE WATER spurts out of the chrome pipe at the corner. She places the top of the glass flask in position to catch the stream. It begins to fill.

AXION
Ah, good idea. You don't need all that much of the stuff, you know.
Whoever the sorcerer is that you're working with should be able to change
quite a lot of reality with half of what you've gotten already.
Illyria releases the handle and quickly caps the bottle. She begins to chant an incantation.

ILLYRIA
Ah...lan...shak....

AXION
Leaving already?
Illyria continues, staring hard at Axion all the while as if waiting for him to make some sudden move.

ILLYRIA
Vee...pho...nah....

AXION
Did your magician friend mention that you have to be dead
for the Lethe water to be effective?
Illyria stops. Stares. Finally, she speaks, slowly and angrily.

ILLYRIA
Who...or what...are you?
Axion grins, a thin but very self-assured smile.

AXION
Pleased to meet you. Hope you'll guess my name.
Suddenly, Axion winces and jerks his head.

AXION
Ow. Oww! Easyyy...easy there, don't pull out so....
Owww!
A BRIGHT GLOW appears in the air a few yards over from where he is standing, and as it starts to shimmer, Lilah, Fred, and Wesley materialize in the corridor. Shocked, Illyria backs up into the crystal wall next to the fountain, banging her head against the rock. Fred winces and grabs the back of her head with one hand.

FRED
Oww! Dammit, what's going on here, I....
Her POV - Illyria standing across the corridor.

The color drains from Fred's face. Wesley has already noticed Fred's doppelganger, and is nearly as stunned.

WESLEY
Somehow knowing there are two of them, and seeing it,
aren't quite the same thing.
(beat)
Dear God....
Lilah looks over at Axion, then over at Fred, who is mirroring the collection of wild emotions rising up within Illyria. Axion is still intermittently jerking his head from side to side and gasping, as if trying to dislodge something from it.

LILAH
(to Axion)
Sorry there, Ax. We almost managed it, but....
the princess here had to fight her way back through the
gates of heaven to rescue her poor, bereft little beau.

ILLYRIA
(with slowly rising rage)
What did he mean, that I need to be "dead" for the water to work
its magicks? Bar--the sorcerer said nothing of this.

LILAH
(shrugging)
In his defense, he may not know. It wasn't always the case,
and we keep a pretty tight lid on the information we let out of here.
But when the river was incorporated into the stone so that we could
build more office space where it used to be,
the river spirits demanded that no one outside their realm could
use the river magicks without a suitable sacrifice.
She looks over at Axion.

LILAH
Right Ax?

AXION
(downcast)
Ow. Yeah, ya gotta be dead and all.
Sorry I couldn't say anything before.

ILLYRIA
You betrayed me. I am shamed that
I could not detect your deceit.
She glances ever so briefly at Fred, who is echoing Illyria's irritation.

ILLYRIA
(seething)
No doubt a result of this human contamination.

LILAH
(nonchalantly)
Possibly, but it was mostly me. I wouldn't give bean-pole
too much credit. And the Ax-man here really digs you,
you know. You should get a load of what he's actually
thinking when he looks at you,
"Mistress."
Illyria stares daggers at Lilah, her already-substantial rage rising palpably. Then she turns and SMASHES HER FIST into the crystal wall beside the fountain. The force of the blow is so hard that the crystal CRACKS. Fred cries out aloud in pain and grasps one hand with the other, clutching her knuckles. Wesley looks at Fred, then over at Illyria, his eyes growing wide.

AXION
(taken aback)
Uh oh....
Illyria's mood quickly shifts to resignation. Lilah's eyes are on the crystal wall, her expression inscrutable.

The WATER of the River Lethe is beginning to leak out of the crack.

ILLYRIA
It is pointless to remain in this vile realm.
As foul as the world of humans is, it is preferable to this.
She pauses, then uncaps the glass bottle. Tilting it to one side, she POURS THE CONTENTS out on the floor where it joins the steadily growing stream leaking from the crack in the crystal wall. The rivulets of water seem to move oddly, almost as if they were alive. Illyria studies them for several seconds, then looks over at Lilah. Her eyes flash.

ILLYRIA
They remember, you know.
And they are still angry at those you serve.
Lilah's smile fades. Illyria begins to incant as she did before -

ILLYRIA
Ah...lan...shak....
Vee...pho...nah....
Trah...Trey...Dah....
BOOM. Two HELL PORTALS appear, one directly in front of Illyria, the other in front of Fred. Illyria briskly strides into the one in front of her. Quickly, Wesley grabs a startled Fred and pulls her into the other. The portals close and disappear with a soft popping sound. Axion turns to Lilah, the look on his face not of the good.

AXION
Um, is that all for now, boss?
Lilah nods, and raises one hand, fingers in position to snap.

LILAH
Two words, Ax-man.
Her expression is grim. Axion suddenly looks terrified, but tries his best to suck it up.

LILAH
"Real callers."

INT. HELL CASTLE GREAT ROOM - TIME AFTER TIME

Gunn and Angel are knocked flat by the sudden appearance of a brightly glowing portal right in front of where they're seated. They barely have time to react when a thick, canvas-like blanket flies out of the portal and lands at Angel's feet. Angel instinctively reaches out and picks it up, and the instant he does, both men are VIOLENTLY YANKED THROUGH THE PORTAL.

EXT. A BRIGHT, SUN-LIT FIELD - DAY

They TUMBLE OUT onto gravel. Gunn whuffs as he hits the hard ground and rolls; Angel yelps loudly and immediately wraps the blanket over his body, covering it from the burning sunlight.

GUNN
Oww! What the....
He staggers to his feet and looks around, taking in their surroundings. PANNING - The field looks very Earth-like, cultivated with long rows of twisting green vines on wooden pickets. Gunn squints into the sun. His POV, through the glare - a nearby roadway. Sure enough, a car rolls by, rounding a curve in the road and then disappearing.

GUNN
(with relief)
Looks like we're in wine country somewhere.
Guess it could be worse.
Unhappy mutterings can be heard from under the blanket. The canvas lump that is Angel carefully gets to its feet, edges flapping as Angel makes sure the heavy fabric covers every exposed bit of skin. Gunn can't help but smile just a little.

GUNN
You O.K. in there, Angel?
The miffed, muffled voice of a very pissed-off vampire comes from underneath.

ANGEL
Just peachy.

GUNN
Thought so. Suppose we'll be moving on, then.
They both trudge off across the field.

INT. TRENT/SOUTER ESTATE BASEMENT LIBRARY - MID-MORNING

Faith, Spike, and Connor are seated around the room, keeping a watchful eye on Michael, who is pretty much ignoring them. He's at the octagonal table, flipping through book after book, scribbling notes in a lined spiral notebook.

Suddenly, the air RIPPLES and a WIND blows through the room. A rushing noise builds, and BOOM, TWO PORTALS TWIST into existence, startling everyone except Michael, who stands calmly. An instant later, ILLYRIA exits one, and WESLEY and FRED the other, stumbling slightly as they drop the few inches to the floor. The portals disappear.

Illyria surveys the room, notices the others, but says nothing to them. She sets the empty flask down on its pedestal, her expression somber.

ILLYRIA
All lies and jest.
Still, one hears what one wants to hear,
and disregards the rest.
Michael stares at the god-king, then at the empty bottle with obvious disappointment.

Illyria turns and walks silently out of the room.

Looking weak and dispirited, Fred sinks down to sitting on the floor, cradling her bleeding-knuckled hand with the other, uninjured one. Wesley sits down beside her, gently taking the injured hand in his, but not speaking. Just then, the resurrected black lamb wanders into the frame and licks Fred's cheek.

Faith watches Wesley watch Fred, looking uncomfortable. Connor regards the whole scene with a confusion expression. He is about to open his mouth to say something when Spike strides confidently to the middle of the room, slipping his hands into his coat pockets. All eyes turn to him. He smiles widely.

SPIKE
(cheerfully)
Right, then. That went well!
Everyone in the room looks at him as if he's lost it.

HOLD ON the tableau, then SMASH-CUT TO -

BLACK OUT.

THE END

Comments?

Written by	OnM, Lady Starlight, Deeva, and Alliterator
Director	OnM
Executive Producer	Masquerade
Senior Script Editor	Anom
Main Credits photo	LittleBit

Angel	David Boreanaz
Gunn	J. August Richards
Illyria/Fred	Amy Acker
Spike	James Marsters

Lilah	Stephanie Romanov
Wesley	Alexis Denisof
Connor	Vincent Kartheiser
Rona	Indigo
Gwen	Alexa Davalos

"Angel the Series" is the property of
Joss Whedon and Mutant Enemy.
No copyright infringement intended.