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  Story by:  Joss Whedon
  Teleplay by:  David Greenwalt
  Directed by:  Bruce Seth Green
  Transcribed by:  AleXander Thompson

                     ~~~~~~~~~~ Disclaimer ~~~~~~~~~~

  I do not own the characters in this story, nor do I own any rights to
  the television show "Buffy the Vampire Slayer". They were created by
  Joss Whedon and belong to him, Mutant Enemy, Sandollar Television, Kuzui
  Enterprises, 20th Century Fox Television and the WB Television Network.

  This is not a novelization or a script. It is a straightforward and dry
  transcript of the episode "Nightmares". It also includes descriptions of
  the settings, action scenes and camera movements where I felt they were

  I made every effort to accurately transcribe the dialogue from this
  episode. If you notice anything that is transcribed incorrectly, please
  let me know and I will post an update.                     rev 98.10.08

  This episode was originally broadcast on May 12, 1997.

  Copyright (c) 1997 Alexander Thompson

                      ~~~~~~~~~~ Prologue ~~~~~~~~~~

  In every generation there is a Chosen One. She alone will stand against
  the vampires, the demons and the forces of darkness. She is the Slayer.

  The Master's lair. The camera pans through the chamber and over to the
  entrance, where Buffy is quietly making her way in, stake in hand. She
  stops and takes a look around. Slowly she makes her way down to the
  floor below. She raises the stake to be ready. The camera moves behind a
  pillar where the Master is hiding. Buffy continues into the lair. She
  spins around and raises the stake when she senses the Master behind her.
  He hisses loudly. Buffy freezes with fear and drops the stake. She
  slowly retreats as the Master advances on her. When she can't retreat
  any further she watches as the Master reaches out with his hand and
  clasps it around her neck. She looks up at him as he closes in for the

  Buffy:  NO! NO!

  Cut to her room. She's having a nightmare. Her mother is sitting on the
  edge of her bed trying to shake her awake.

  Buffy:  No...

  Joyce:  Yes.

  Buffy wakes suddenly with her eyes open wide.

  Joyce:  It's time to get up for school.

  Buffy:  Mom?

  Joyce:  Are you alright?

  Buffy:  No. Uh, yeah! Yeah! I'm, I'm fine! Oh... (sits up) School!
  Great. (gets out of bed)

  Joyce:  You wanna go to school? (stands up)

  Buffy:  Sure! Why not?

  Joyce:  Okay. (opens the blinds) Good day to buy that lottery ticket. I
  spoke with your father.

  Buffy:  He's coming, right?

  Joyce:  You're on for this weekend.

  Buffy:  Good.

  Cut to Sunnydale High.

  Willow:  So, do you see your dad a lot?

  Buffy:  Not a whole lot.

  Cut to the halls. Willow and Buffy walk as they talk.

  Buffy:  He's still in L.A. He, like, comes down for weekends sometimes.

  Willow:  When did they get divorced?

  Buffy:  Well, it wasn't finalized till last year, but they were
  separated before that.

  Willow:  Musta been harsh.

  They reach Buffy's locker.

  Buffy:  Yeah, that's the word you're looking for. (works the
  combination) I-I mean, they were really good about it around me, anyway,
  but still...

  Willow:  My parents don't even bicker. Sometimes they glare. Do you know
  why your folks split up?

  Buffy:  (opens her locker) I didn't ask. They just stopped getting
  along. I'm sure I was a really big help, though, with all the slaying
  and everything. I was in so much trouble. I was a big mess.

  Willow:  Well, I'm sure that didn't have anything to do with him

  Buffy:  No. (closes her locker)

  Willow:  And he still comes down on weekends.

  Buffy:  Sometimes.

  Cut to class. Cordelia is checking her makeup in her mirror. Wendell
  comes over and stops to look at his paper in the light.

  Cordelia:  Hello? Doofus! (Wendell looks at her) You're in my light.

  Xander:  Wendell, what is wrong with you? Don't you know that she is the
  center of the universe, and the rest of us merely revolve around her?

  Cordelia:  Why don't you revolve yourselves out of my light?

  The bell rings. Wendell and Xander go to their seats. Willow and Buffy
  come in.

  Xander:  (to the girls) Uh, Wendell was in Cordelia's light.

  Wendell:  I'm so ashamed.

  Willow:  Why is she so Evita-like?

  Buffy:  I think it's the hair.

  Willow:  (smiles) It weighs heavy on the cerebral cortex.

  Xander:  Hey, guys, was there any homework?

  Willow:  We're doing active listening today.

  Xander:  Cool! What's active listening?

  Willow:  That would be the homework. (they sit)

  Buffy:  Chapter five? Active listening? (shows her book) Where you put
  on your big ears and really focus on the other person?

  Wendell:  Ms. Tishler demonstrated it yesterday.

  Willow:  With you!

  Buffy:  She was wearing that tight sweater?

  Xander:  Oh, the midnight blue angora! See, I was listening.

  Willow gives him a look.

  Ms. Tishler:  Alright, take your seats. In a moment we will choose
  partners and practice what we read about in chapter five.

  Xander cups his ears with his hands while smiling and shaking his head

  Ms. Tishler:  Good, Xander, that's the spirit!

  Willow and Buffy give each other amused looks.

  Ms. Tishler:  Before we do, let's review. Isaacson's research led him
  to conclude that one of our most fundamental needs after food and
  shelter is to be heard.

  Buffy drops her pencil and bends down to pick it up.

  Ms. Tishler:  Wendell, would you read the first two paragraphs on page

  As Buffy sits back up she sees Billy, a young boy, standing at the door
  looking in at her.

  Ms. Tishler:  ...where Isaacson describes the rapid improvement active
  listening brought to some special needs clients.

  Wendell opens his book. He screams and drops it on his desk when there
  are suddenly a bunch of tarantulas crawling out of it. Ms. Tishler and
  the students closest to him scream and quickly get out of their chairs
  and away from him. The tarantulas crawl all over Wendell.

  Wendell:  Please! Get 'em off of me! Help! Help! Get 'em off of me! Help
  me! Oh, please help me! Please!

  Billy:  Sorry about that.

  Wendell:  Please help me!

  Opening credits roll. Buffy's theme plays.

                      ~~~~~~~~~~ Part 1 ~~~~~~~~~~

  The Master's lair. Collin is sitting, listening to the Master.

  Master:  Fear is a wonderful thing. It is *the* most powerful force in
  the human world. (crouches to face Collin) Not love, not hate... Fear!
  When you were a mortal boy, what did you fear?

  Collin:  Monsters.

  Master:  Ooo. (gets up) We are *defined* by the things we fear. (goes to
  the large cross) This symbol, these two planks of wood, it confounds me.
  Suffuses me with mortal dread. But fear is in the mind. (puts his hand
  on the cross and holds on while it burns) Like pain. It can be
  controlled. (lets go) If I can face my fear, it cannot master me. (looks
  up) Something is happening above. Something new, powerful, psychic
  force. Do you feel it?

  Collin:  I feel change.

  Master:  Change. Yes. For the worse.

  The camera pans up above the cross and through the ground to the school.
  Joyce arrives to drop Buffy off.

  Joyce:  You're awfully quiet this morning.

  Buffy:  I didn't sleep well.

  Joyce:  I'll say. I came in to check on you twice. You were yelling in
  your sleep. Do you know what you were dreaming?

  Buffy:  (shakes her head) Not really. Oh, no, my bag! I-I packed it for
  the weekend and I forgot it!

  Joyce:  You and your dad can swing by the house and get your bag. It's
  not an international crisis.

  Buffy:  Okay. Yeah, I just, uh, had meant to bring it. H-he's picking me
  up here, right? A-at 3:30?

  Joyce:  Honey, a-are you worried your father isn't gonna show?

  Buffy:  No! N-not really. Should I be?

  Joyce:  Well, of course, not! I-I-I just, I-I know it's a hard
  situation. You just have to remember that your father adores you. No
  more than I do, by the way.

  Buffy:  (smiles) Goodbye.

  Joyce:  Have a great day.

  Buffy:  Thanks. (gets out)

  Cut to the halls. Buffy comes around the corner and is met by Willow and

  Willow:  Oh, Buffy, we've been looking for you.

  Xander:  We have?

  Willow:  Oh, about the spiders, did you talk to Giles about...

  Xander:  Oh, the spiders! Willow's been kind of, um, what's the word I'm
  looking for? Insane about what happened yesterday.

  Willow:  I don't like spiders, okay? Their furry bodies, and their
  sticky webs, and what do they need all those legs for anyway? I'll tell
  you: for crawling across your face in the middle of the night. Ewww! How
  do they not ruffle you?

  Xander:  I'm sorry! I'm unruffled by spiders. Now, if a bunch of Nazis
  crawled all over my face...

  Buffy:  Mm, it was pretty intense.

  Willow:  Thank you.

  Xander:  Well, the Hellmouth, the center of mystical convergence,
  supernatural monsters: been there.

  Buffy:  Little blase' there, aren't you?

  Xander:  I'm not worried. If there's something bad out there we'll find,
  you'll slay, we'll party!

  Buffy:  Thanks for having confidence in me.

  They enter the library. Cut inside.

  Xander:  You da man, Buff!

  Willow:  Okay, but we're still caring about the spiders here. Let's not
  forget the spiders.

  Buffy:  Well, Giles said he was gonna look it up. Giles?

  Willow:  Maybe he's in the faculty room.

  Giles comes out of the stacks and looks around bewildered.

  Buffy:  Hey, Giles! Wakey, wakey!

  Giles:  I was, uh, in the stacks. I got lost.

  Xander:  Did you find any theories on spiders coming out of books?

  He reaches around Willow's shoulder with his arm while wiggling his

  Xander:  Big, hairy, crawly...

  Willow is startled. She twists around and hits Xander.

  Xander:  (to Willow) It's funny if you're me.

  Giles:  (mildly confused) I couldn't find anything, uh... particularly
  illuminating. Um, I think perhaps you'd best have a chat with Wendell

  Buffy:  Okay. If he can still talk.

  She gives Giles an odd look. They start out of the library. Giles looks
  back into the stacks, still confused.

  Cut outside. Wendell is sitting on a bench. The team approaches him.

  Buffy:  Hey, Wendell. How are you?

  Wendell:  (looks up) Huh?

  Buffy:  You okay?

  Xander:  Good talking to ya, man.

  He pats Wendell on the back and starts to leave, but Buffy pulls him

  Wendell:  Do you guys want something?

  Buffy:  We just thought you might wanna talk about what happened.

  Willow:  You know, yesterday? With the spiders?

  Wendell:  I don't know what to say about that.

  Xander:  There's nothing *to* say. You saw two hundred insects, you
  Gonzoed, anybody would have.

  Wendell:  They're not insects. They're arachnids.

  Xander:  They're from the Middle East?

  Wendell:  Spiders are arachnids. They have eight legs. Insects only have
  six. Why does everyone make that mistake?

  Buffy:  Don't know. Has anything like this ever happened before?

  Wendell nods his head 'yes'.

  Buffy:  When?

  Wendell:  Lots of times.

  Willow:  Ew! You must hate spiders more than I do.

  Wendell:  (smiles and laughs) I don't hate spiders. I love 'em. They
  hate me.

  Cordelia walks by behind Wendell and turns to Buffy.

  Cordelia:  I hope you studied for the history test.

  Buffy:  What history test?

  Cordelia:  The one we're having in fourth period right now.

  Buffy:  There's a history test? Nobody told me there was a history test!
  I haven't... I... Okay, I will catch up with you guys later. (runs off)

  Willow:  (sits) What do you mean, you love spiders?

  Xander:  It is platonic, right? (chuckles)

  Wendell:  I had the best collection in the tri-county area. Browns and
  tarantulas and black widows... Then my folks shipped me off to
  wilderness camp. All my brother had to do was maintain their habitats.
  Instead he left their heat lamp on for a week. When I came home they
  were all dead. That's when the nightmares started.

  Willow:  The nightmares?

  Wendell:  It's always the same. I'm sitting in the classroom, teacher
  asks me to read something, I open up my book and then there they are.
  They're comin' after me. God, can you blame them after what I did?

  Xander:  And that's how it happens? Every time?

  Wendell:  Yesterday in class I thought I'd just nodded off again. But
  then everyone else started screaming, too.

  Cut to the hall. Buffy is looking for her history class. Cordelia is
  waiting by the door, holding it open.

  Cordelia:  You don't know where class is, do you?

  Buffy:  Uh...

  Cordelia:  Hardly a shocker. You've cut history just about every time
  we've had it.

  Buffy:  Well, I was there the first day. I think.

  Cordelia:  It's in here.

  Buffy:  I haven't been to class, I haven't read any of the assignments,
  how am I gonna pass this test?

  Cordelia:  Blind luck?

  Cut into the classroom. Buffy is sitting and looking around at the other
  students. The teacher walks by. She looks over at Cordelia, who
  apparently isn't having any problems with the test. Cordelia turns the
  page, looks back at Buffy and goes back to taking the test. The teacher
  comes by again and stops to glance at Buffy's work. He continues,
  apparently satisfied. Buffy flips through the short answer test. All the
  pages are still blank. She glances up at the clock. 11:20. She looks at
  the space for her name.

  Buffy:  Well, at least I know my name.

  She starts to write, but her pencil breaks. She lets out an exasperated
  breath. She grabs her sharpener and sharpens her pencil. She looks back
  up at the clock, and it's now 12:10 already. She stares at it in
  disbelief. She looks around at everyone. The teacher is watching her
  intently and tapping his pencil. She looks back down at her test and the
  bell rings. All around her the students get up and begin turning their
  tests in as she just sits and watches. Billy appears at the door and
  looks in. Buffy sees him there with a sad look on his face. He walks off
  down the hall. The classroom is empty now, and Buffy is sitting at her
  desk alone.

  Cut to the hall. Billy is walking along and comes upon two girls talking
  as they come down the stairs.

  Laura:  Well, they both got detention, which is completely unfair since
  Sean started it. Anyway, it means we can't do the movie.

  The other girl looks disappointed as they stop in front of the basement

  Laura:  I'm gonna take a (makes a smoking gesture) break.

  Her friend leaves. She looks around to see if anyone's watching, opens
  the door and goes in.

  Billy:  (to himself) You shouldn't go in there. (shakes his head)

  Cut inside the basement to a shot of the stairs. Laura comes in and
  closes the door behind her. The basement area is dark. She comes down
  the steps and looks around. Satisfied that no one's there she puts down
  her books and gets out her pack of smokes. Cut to a shot of her from
  behind a rack. She has her pack and pulls out a cigarette. The Ugly Man
  behind the rack watches her as she lights up. He comes into the weak
  light. His face is badly scarred.

  Ugly Man:  Lucky nineteen!

  He attacks Laura. She screams. He begins to whale on her with his huge
  deformed club arm as she screams and tries to roll out of the way of his

                      ~~~~~~~~~~ Part 2 ~~~~~~~~~~

  The hospital. Cut to a hall. Buffy and Giles look for Laura's room.

  Buffy:  I think they said room 3016.

  Giles:  Do you know the girl?

  Buffy:  To say hi to. Laura's nice enough. Nobody saw who attacked her?

  Giles:  Well, I was rather hoping that Laura did.

  Cut inside Laura's room. She has cuts and bruises all over. Buffy and
  Giles come in. She sees them and looks up at Buffy.

  Buffy:  Hey, Laura.

  Laura:  Hi.

  Giles:  I hope we're not intruding, um...

  He holds out a small potted flower arrangement. Buffy takes it from him
  and sets it next to the bed.

  Laura:  That's okay. I don't wanna be left alone.

  Giles:  You understand we're anxious to make sure this, this doesn't
  happen again.

  Buffy:  (sits) Can you tell us what happened?

  Laura:  I was in the basement. I went down for a smoke. There was...
  someone there.

  Buffy:  Someone you knew?

  Laura:  I've never... seen anything like it.

  Buffy:  (exchanges a look with Giles) It?

  Giles:  Can you describe it?

  Laura is having trouble talking about it and can't answer.

  Buffy:  Hey, that's okay. Don't worry about it.

  Giles:  Yes, you, you, you just rest now.

  Buffy:  You know, but...

  Nurse:  (comes in) Hi, Laura.

  Buffy:  ...i-if you remember anything? You can tell us. Even if it may
  seem weird.

  Nurse:  She needs her rest now.

  Giles and Buffy start to go.

  Laura:  'Lucky nineteen.'

  Buffy and Giles stop and turn around.

  Giles:  I'm sorry?

  Laura:  It's what he said, right before... He said 'lucky nineteen'.
  That's weird, right?

  Giles:  Yes. Yes, it is.

  Buffy:  Feel better. (smiles)

  Giles:  Take care.

  They leave the room. Cut to the hall. Giles sees her doctor there.

  Giles:  Doctor, is she gonna be alright?

  Doctor:  You family?

  Buffy:  Friends.

  Doctor:  She'll recover. She's got a couple of shattered bones, a little
  internal bleeding... she got off pretty easy.

  Buffy:  Easy?

  Giles:  Have you looked up the word lately?

  Doctor:  Well, the first one's still in a coma. (stops at another room)

  Buffy:  First what?

  Doctor:  First victim. (looks into the room) They found him a week ago.
  Exact same M.O. as the girl, only he's in worse shape. If he doesn't
  wake up soon... Somebody's gotta stop this guy.

  Buffy:  Somebody will.

  Cut to the school.

  Punk:  Listen, I'm not afraid of him.

  Cut to the hall.

  Punk:  Hey, if he wants to fight, then I'm takin' him down. I'm not
  backin' off on this. This is about honor. I'll break his neck!

  Cut to Willow and Xander coming down the hall to her locker.

  Willow:  I'm just saying, Wendell had a dream and then that exact thing

  Xander:  Which is a fair wiggins, I admit, but do you think that ties in
  with Laura?

  Willow:  I dunno. Maybe she dreamed about getting beat up. We should ask
  Buffy when she gets back from the hospital.

  The punk's mother suddenly appears in the hall. Xander sees the
  encounter and grins.

  Mother:  Oh, there's my little baby!

  Punk:  Mom, what are you doing here? Mom...

  Mother:  (laughs and kisses) How's my little pookie?

  Punk:  Mom, mom, please don't kiss me in front of the guys! It's
  embarrassing, mom! Please!

  Mother:  (laughs) You cute little rascal, you!

  Punk:  Mom... Thanks, but mom, please, my friends are right here...

  Willow closes her locker. They head to their next class.

  Xander:  It could be a coincidence. Y'know, Wendell finds a spider's
  nest, and we all wig because he dreamt about spiders. So it may not be

  They enter the classroom. The students see Xander come in and start to

  Xander:  If there is a connection it doesn't sound like anything...

  Willow is confused, and looks behind her at Xander. His clothes are
  gone, and he's standing there in his underwear.

  Willow:  Xander! What happened to your...?!

  Xander:  I-I-I dunno! I was, uh, dressed a minute ago! It's a dream.
  It's gotta be a dream. (pinches himself) Ow! Wake up. (pinches himself
  again) Ow! Gotta wake up.

  He realizes he's not dreaming and runs from the room screaming. Willow
  chases after him.

  Cut to the library. Giles is going over a number of newspapers.

  Giles:  This can't be happening. This can't be...

  Buffy comes into the library.

  Buffy:  What's the word?

  Giles:  Oh, uh, I've got back issues of the, uh, papers, um, to try to
  do some research.

  Buffy:  Did you find anything?

  Giles:  I don't know.

  Buffy:  You don't know if you didn't find anything.

  Giles:  I'm having a problem.

  Buffy:  What is it?

  Giles:  I-I can't read!

  Buffy:  What do you mean? You can read, like, three languages.

  Giles:  Five, actually, on a normal day. Th-the words here don't make
  any s-sense. I-it's gibberish! (steps away in frustration)

  Buffy:  (looks at the paper) That's him.

  Giles:  Who?

  Buffy:  The kid I've been seeing around school. (reads) 'Twelve-year-old
  Billy Palmer was found beaten and unconscious after his kiddie league
  game Saturday. Doctors describe his condition as critical.' When was
  this published? (looks at the date) Last week. It says he's in a coma in
  intensive care. This is the boy from the hospital!

  Giles:  The first victim? Uh... You, you've seen him around the school?

  Buffy:  Yeah, first when the spiders got Wendell, and, and then when I
  didn't know a thing on the history test. I thought it was weird seeing
  this kid around, but I forgot about it.

  Giles:  Uh, the boy's been in a coma for a week. How can this be

  Buffy:  What, am I knowledge girl now? Explanations are your terrain.

  Giles:  Uh, well, um, there's astral projection, uh, the theory that
  while one sleeps one has another body, a-an astral body, which can
  travel through time and space.

  Buffy:  Billy's in a coma. That's like sleep, right?

  Giles:  In a manner of speaking, a-a-although one doesn't always awake
  from a coma.

  Buffy:  Could I be seeing Billy's asteroid body?

  Giles:  Astral body, and I-I don't know. As usual, one doesn't have an
  inordinate amount of information to work with.

  Buffy:  Lucky nineteen.

  Her father, Hank Summers, enters the library.

  Hank:  There you are! I've been looking everywhere. Why aren't you in

  Buffy:  Dad, what are you doing here? Y-you're not supposed to pick me
  up till after school. Is something wrong?

  Hank:  Well, I, I need to talk to you.

  Buffy:  Something *is* wrong. Is it mom?

  Hank:  No, no, it's not your mother, she's fine. (quieter) Could I speak
  with you for a moment? Privately?

  Buffy:  Um, sure! Yeah. (looks at Giles) Uh, oh! I'm sorry. Dad, this is
  Mr. Giles, the librarian. Uh, this is my dad, Hank Summers.

  Giles:  My pleasure. (shakes his hand)

  Hank:  Likewise.

  Buffy:  I'll be back.

  She and her father leave the library. Giles tries reading the papers

  Cut outside. Buffy and her dad walk as they talk.

  Hank:  I came early because there's something I've needed to tell you.
  About your mother and me. Why we split up.

  Buffy:  Well, you always told me it was because...

  Hank:  Uh, I know we always said it was because we'd just grown too far

  Buffy:  Yeah, isn't that true?

  Hank:  Well, c'mon, honey, let's, let's sit down. (they sit) (exhales)
  You're old enough now to know the truth.

  Buffy:  Is there someone else?

  Hank:  No. No, it was nothing like that.

  Buffy:  Then what was it?

  Hank:  It was you.

  Buffy:  Me?

  Hank:  Having you. Raising you. Seeing you everyday. I mean, do you have
  any idea what that's like?

  Buffy:  What?

  Hank:  Gosh, you don't even see what's right in front of your face, do
  you? Well, big surprise there, all you ever think about is yourself. You
  get in trouble. You embarrass us with all the crazy stunts you pull, and
  do I have to go on?

  Buffy:  No. Please don't.

  Hank:  You're sullen and... rude and... you're not nearly as bright as I
  thought you were going to be... Hey, Buffy, let's be honest. Could you
  stand to live in the same house with a daughter like that?

  Buffy:  Why are you saying all these things? (a tear rolls down her

  Hank:  Because they're true. I think that's the least we owe one

  She begins to sniff and cry.

  Hank:  You know, I don't think it's very mature, getting blubbery when
  I'm just trying to be honest. Speaking of which, I don't really get
  anything out of these weekends with you. So, what do you say we just
  don't do them anymore?

  She stares at him in shock. He pats her on the leg.

  Hank:  I sure thought you'd turn out differently.

  He gets up and leaves. Buffy can't do anything but watch him go for a
  moment, and then look down. He walks past the building, and Billy is
  there looking at Buffy. She looks up again and sees him. Billy turns and
  leaves. Buffy fights back the tears.

  Cut to the library. Willow and Xander come in. Xander is pulling on his
  gym shirt.

  Xander:  Red alert! Where's Buffy?

  Giles:  Uh, she, she just stepped out. Her, her father came by early.
  He, he needed to talk to her. W... where are your other clothes?

  Xander:  Oh, don't I wish I had the answer to *that* question.

  Willow:  Xander kinda found himself in front of our class not wearing
  much of anything.

  Xander:  Except my underwear.

  Willow:  (laughs) Yeah! It was really... (looks at Xander) ...bad. It
  was a bad thing.

  Xander:  'Bad thing'? I was naked. 'Bad thing' doesn't cover it.

  Willow:  Everyone staring? I would hate to have everyone paying
  attention to me like that.

  Xander:  With nudity! It's a total nightmare.

  Willow:  (realizes) Well, yeah Xander! I-it's your nightmare!

  Xander:  Except the part with me waking up goin' 'it's all a dream'. It

  Willow:  Like it happened to Wendell. That thing with the spiders?
  Wendell had a recurring dream about that.

  Giles:  I-I dreamt that I got lost in the stacks and I... I couldn't
  read... Of course!

  Xander:  Uh, our dreams are coming true?

  Giles:  Dreams? That would be a musical comedy version of this.
  Nightmares, our, our nightmares are coming true.

  Willow:  So, why is this happening?

  Giles:  Billy.

  Xander:  Well, that explanation was shorter than usual. (to Willow) It's
  Billy! (to Giles) Who's Billy?

  Giles:  He's a boy in the local hospital. He was beaten. He's in a coma.
  Somehow I think he's crossed over from the nightmare world he's trapped

  Xander:  And he brought the nightmare world with him. Thanks a bunch,

  Willow:  How could he do that?

  Giles:  Things like that are easy when you live on a Hellmouth.

  Xander:  Well, um, we have to stop it.

  Giles:  And soon. Or else everyone in Sunnydale is gonna be facing their
  own worst nightmares.

  Cut to the halls. Cordelia opens her locker and looks at her mirror. Her
  hair has become totally frizzy, and she freaks out. She tries to force a
  comb through it to no avail.

  Cordelia:  I don't understand! This can't be happening! I was just at
  the salon!

  She puts her hands on her head in terror.

  Cordelia:  Oh, my God!

  She tries the hair on the other side of her head, but it's just as bad.

  Cut outside. Buffy is walking along sadly with her arms crossed. She
  notices Billy going down some stairs to the gym entrance. When the
  students have all come out he goes in. Buffy follows him in and finds
  him sitting on the stands.

  Buffy:  Billy?

  He looks at her a moment. She comes closer.

  Buffy:  Are you Billy Palmer?

  Billy:  I'm Billy.

  Buffy:  Why are you here? (sits down next to him) Did something bad
  happen to you after your game?

  Billy:  Something bad? (pulls his hands through his hair) I, I don't

  Buffy:  Do you remember playing baseball?

  Billy:  Uh huh. Yeah. I play second base.

  Buffy:  Are you 'lucky nineteen'?

  Billy:  (looks at her) That's what he calls me.

  Buffy:  Who?

  Billy:  The Ugly Man. He wants to kill me. A-and he hurt that girl.

  Buffy:  Why does he want to kill you, Billy?

  Billy:  He's...

  Buffy:  Billy, it's okay! What? Just tell me.

  Billy:  He's here!

  The Ugly Man clubs Buffy with his deformed arm and knocks her down.

                      ~~~~~~~~~~ Part 3 ~~~~~~~~~~

  The gym. The Ugly Man hits Buffy in the face, knocking her off of the
  stands and onto the floor. She quickly gets up as he tries another swing
  and misses. She ducks a third swing, kicks him in the jaw with a high
  side kick and follows up with a spinning out-to-in crescent kick to his
  face. He isn't fazed. He swings again with his club arm and hits her
  squarely in the back, knocking her into the stands. He swings again as
  she gets up and knocks her legs out from under her, making her fall
  backward and onto the floor again. She rolls out of the way as he swings
  again, gets up and quickly follows Billy, who's already gone out the
  door. She's limping.

  Cut to the library. Giles, Willow and Xander walk out to find Buffy.

  Giles:  Buffy doesn't know this is happening. And given the sort of
  thing that she tends to dream about, it's imperative that we find her.

  They come through the doors into the hall.

  Xander:  Probably faster if we split up to look for her.

  Giles:  Good idea.

  He and Xander go off in opposite directions.

  Willow:  Oh, uh, faster, but... not really safer.

  Cut to outside the gym doors. Buffy slides a hockey stick through the
  door handles to slow the Ugly Man down. He pounds on the door as she
  leans against it. She looks around, sees Billy and goes over to him.

  Buffy:  Billy!

  Billy:  I'm sorry, I can't help it.

  Buffy:  Who is he?

  Billy:  He's the Ugly Man.

  Buffy:  He's too strong! I can't fight him! We have to find my friends.
  They can help us.

  Billy:  We have to hide.

  Buffy:  No! He'll find us!

  Billy:  Yes, but we have to hide. That's how it happens. We hide, and
  then he comes.

  They go to find the others.

  Cut to the hall. Willow comes down the stairs and sees a commotion down
  the hall. Cordelia is being dragged by some nerds into the chess club.

  Cordelia:  No! What are you doing! Hey, no! You don't understand! I
  don't wanna go! I'm not even on the chess team! I swear, I'm not!

  They drag her into the room. Willow smiles at the sight. She hears her
  name being called from the door to the basement.

  Voice:  Willow!

  Cordelia:  Nohoho!

  Willow turns toward the voice, goes to the basement door, opens it and
  looks inside.

  Voice:  Willow!

  Cut into the basement looking up the stairs at Willow.

  Willow:  Buffy?

  She starts down the stairs, leaving the door open.

  Willow:  Hello? Buffy?

  She reaches the bottom of the steps and looks around.

  Willow:  I'm not afraid. You'd think I'd be afraid, but I'm not.

  She continues into the room and looks around. A hand grabs her on the
  shoulder and pulls her away as she screams.

  Cut to the hall. Xander comes through a door and finds the hall has been
  vandalized, with swastikas spray-painted everywhere. A light hanging
  from the ceiling is flickering. He spies a chocolate bar on the floor.

  Xander:  Alright! (picks up the bar and tears it open) Someone else's
  loss is my chocolatey goodness.

  He takes a huge bite. He looks around some more and sees a Hershey bar.
  He walks over to it, picks it up and tears it open.

  Xander:  This is my lucky day!

  He takes a huge bite out of the Hershey bar and looks around again.

  Cut outside. Buffy and Billy come out of a door.

  Buffy:  (confused) Wha... I was sure this led to the library.

  Billy looks at a couple students playing on the other side of the fence.
  Buffy goes over to him.

  Buffy:  They're just playing. What is it? What's bothering you?

  Billy:  Baseball. When you lose, it's bad.

  Buffy:  Did you lose your game last week?

  Billy:  (nods) It was my fault.

  Buffy:  Why was it your fault?

  Billy:  I missed a ball and I should have caught it.

  Buffy:  You missed one ball and the whole game was your fault? What, you
  were the only one playing? There wasn't eight other people on your team?

  Billy:  He said it was my fault.

  Buffy:  Who said? Billy, did he hurt you after the game?

  Billy:  Can we go another way to find your friends?

  Buffy:  Sure. Okay. We can go around the cafeteria.

  The Ugly Man comes in their direction and punches a student out.

  Buffy:  Bad idea! (looks around) Uh, this way! C'mon!

  She pushes Billy ahead of her through some bushes. When they get through
  to the other side they are in the cemetery, and it's night.

  Buffy:  What just happened?

  Billy:  Is this where your friends are?

  Buffy:  No, it's not.

  Cut to the basement. The show director is pulling Willow through a door
  to a dressing room. She is dressed in a green kimono for the part of
  Cio-Cio-San, the title character of Puccini's opera Madame Butterfly.

  Director:  Man, I thought you weren't gonna show! Aldo is beside

  He makes some adjustments to her kimono. Willow can hear the Emcee make
  his announcement on the stage.

  Emcee:  Ladies and Gentlemen, we are proud to present two of the world's
  greatest singers!

  The audience begins to applaud. The director guides Willow onto the
  auditorium stage behind the curtain.

  Director:  I hope you're warmed up. It's an ugly crowd out there
  tonight. All the reviewers showed up.

  Emcee:  All the way from Firenze, Italy, the one and only Aldo
  Gianfranco! And all the way from Sunnydale, California, the world's
  finest soprano, Willow Rosenberg!

  Willow sees Aldo on stage through the curtain, dressed in a tuxedo and
  holding out his hand to greet her. She backs away into the director.

  Willow:  But I... I didn't learn the words!

  The director gives her a shove onto the stage, and she stumbles through
  the curtains and bumps into Aldo. He shoots her a look. She's terrified.
  The applause dies down. The spotlight is on Aldo, and he begins to sing
  the famous love duet from Act I.

  Aldo:  Bimba dagli occhi pieni di malia, ora sei tutta mia.

  Translation:  Child, from whose eyes the witchery is shining, now you
  are all my own.

  The spotlight moves to Willow when it's her turn. She is stiff with fear
  and remains silent as she looks between Aldo and the crowd. Realizing
  she's not going to sing, Aldo begins again, and the spotlight shifts
  back to him.

  Aldo:  Sei tutta vestita di giglio. Mi piace la treccia tua bruna fra i
  candidi veli.

  Translation:  You're dressed all in white like a lily. Your ebony
  tresses are shining on ivory shoulders.

  When he finishes his bar he gives her an annoyed look and stomps his
  foot. She's still frightened.

  Willow:  (meekly) My turn?

  Aldo:  (annoyed) Mm-hmm!

  She turns to the crowd and lets out a high-pitched squeak. Numerous
  murmurs come from the audience. Aldo is disgusted and turns away.

  Cut to the halls. There are sheets of plastic hanging from the ceiling.
  Xander pushes though a pair and stops. His hands are full of various
  chocolate bars.

  Xander:  I love these bars!

  He spots another one on the floor.

  Xander:  A Chocolate Hurricane! These are the best! I haven't had one of
  these since my...

  He hears incessant giggling coming toward him.

  Xander:  ...sixth... (looks around) ...birthday.

  He sees a shadow come up behind another sheet of plastic, and a clown
  suddenly bursts through. Xander screams in terror as the clown holds up
  a knife. Xander falls as he tries to get away and somersaults backward
  into the next hall. He starts to crawl away fast.

  Cut to the cemetery. Buffy walks and looks around.

  Buffy:  I don't see the Ugly Man. I also don't know where the sun and
  the rest of the world went.

  Billy:  Look at this.

  She looks down where Billy is looking and sees a freshly dug grave with
  an open pine coffin inside.

  Billy:  I guess we're gonna bury someone. I wonder who died.

  Master:  Nobody died.

  Buffy and Billy look up at him in surprise.

  Master:  What's the fun of burying someone if they're already dead?

  She stares at him in disbelief.

  Buffy:  You!

  Master:  So! This is the Slayer! You're prettier than the last one.

  Buffy:  This isn't real. Y-you can't be free!

  Master:  You still don't understand, do you? I am free because you fear
  it. Because you fear it, the world is crumbling. Your nightmares are
  made flesh. You have little Billy to thank for that.

  She looks behind her, but Billy is gone. She turns back to the Master.

  Buffy:  This is a dream.

  Master:  A dream is a wish your heart makes. (grabs Buffy by the neck.)
  This is real life. (pulls her around so her back is to the open grave)
  Come on, Slayer! What are you afraid of?

  He growls and bares his teeth, but doesn't bite. He throws her into the
  coffin at the bottom of the grave, and the lid slams shut.

  Buffy:  No! Help me!

  Master:  How 'bout being buried alive?

  The Master laughs maniacally as he starts to shovel dirt into the grave.

  Buffy:  Somebody help me! Please! No! No! Please! No! No! No! Somebody
  help me! Please! No!

  The first shovelful of dirt hits the coffin, and some falls in through
  the cracks of the poorly constructed coffin.

  Buffy:  Please! No! Help me! No!

  The next shovelful of dirt covers the crack between the boards.

  Buffy:  Help!

                      ~~~~~~~~~~ Part 4 ~~~~~~~~~~

  The halls. Willow comes through a door while being pelted with tomatoes.
  Xander runs up to her.

  Xander:  Did you find Buffy?

  Willow:  I had to sing! Very bad to sing!

  Xander:  Willow, c'mon. Let's find the others.

  Willow:  What happened to you?

  Xander:  Remember my sixth birthday party?

  Willow:  (laughs) Oh, yeah! When the clown chased you and you got so
  scared that you had... (stops smiling) Oh!

  The clown slices through a sheet of plastic. Willow screams and they
  start to run, right into Giles.

  Giles:  No sign of Buffy?

  They grab hold of him and pull him with them. He sees the clown and
  starts to run, too. When they reach the end of the hall Xander stops,
  tired of the whole thing. He goes up to the clown, and as the clown
  raises his knife to attack, Xander punches him dead in the face and
  knocks him out.

  Xander:  You are a lousy clown! Your balloon animals are pathetic!
  Everyone can make a giraffe!

  They leave the clown lying there. Cut outside. They come running out of
  the building and stop.

  Xander:  I feel good! I feel liberated!

  People are running past them.

  Giles:  You seem to be the only one. Things are getting worse. In a few
  hours reality will fold completely into the realm of nightmares.

  Willow:  Well, what do we do?

  Giles:  The only thing I can think is to try and wake Billy.

  Xander:  Uh, no, we can't leave without Buffy.

  Giles:  Agreed, but who knows where she might have gone?

  Willow sees a dimensional rift to the graveyard across the street.

  Willow:  Excuse me, when did they put a cemetery in across the street?

  Xander:  And when did they make it night over there?

  They walk through the rift into the cemetery.

  Xander:  Whose nightmare is this?

  Giles looks at a gravestone that reads: Buffy Summers 1981 - 1997.

  Giles:  It's mine.

  They all gather around the grave. Giles kneels next to it.

  Giles:  I've failed... in my duty to protect you. I should have been
  more c... cautious. Taken more time to train you. But you were so
  gifted. And the evil was so great. I'm sorry...

  He lays his hand on the fresh soil. As he starts to get up a hand
  reaches up through the dirt and grabs his. Willow screams. Giles tears
  himself away as Buffy comes up through the dirt out of the grave. She
  brushes herself off.

  Giles:  Buffy?

  She looks up. She has turned into a vampire.

  Buffy:  I thought I was dead!

  Willow:  Buffy, your face!

  Buffy feels her face and realizes what's happened.

  Buffy:  Oh, God!

  She keeps her hands up to hide her face. Xander takes a couple of steps
  toward her.

  Xander:  Buffy...

  Buffy:  (turns away) Don't look at me!

  Giles:  You never told me you dreamt of becoming a vampire.

  Buffy:  This isn't a dream.

  Giles:  No. No, it's not. But there's a chance that we can make it go
  away. This all comes from Billy. Now, if, if we can only wake him up, I
  believe that the nightmares will stop and reality will shift back into
  place, but we must do it now! I need you to hold together long enough to
  help us. Can you do that?

  She looks up at Giles.

  Buffy:  (nods) Yeah. I think I can.

  Giles:  Thank you.

  They face the others.

  Buffy:  Well, we better hurry... 'cause I'm getting hungry. (starts

  Xander:  (following) That is a... joke, right?

  Willow:  Are you sure everything will go back once he's awake?

  Giles:  Oh, uh, positive.

  Willow:  Well, how do we wake Billy up? What if we can't?

  Giles:  Willow, do shut up.

  Cut to the hospital. Pandemonium reigns. They come running down the hall
  to Billy's room. The doctor is there looking into Billy's room.

  Giles:  Doctor! Is the boy Billy still here?

  Doctor:  My hands!

  The doctor's hands are severely crippled. He goes away. They run into
  Billy's room.

  Xander:  What now?

  Giles:  Um... (bends down to Billy) Billy! Billy?

  Billy:  That won't work.

  His astral body is standing by the curtains. Giles looks up at him.

  Giles:  Billy! Uh, Billy, you have to wake up.

  Billy:  No. I told her. I have to hide.

  Giles:  Why? From what?

  Buffy:  From him!

  She's still in the hall and sees the Ugly Man coming toward her. Giles
  goes over to the window to look.

  Xander:  Aw, man, what do we do?

  Buffy:  I think I know.

  She takes off her jacket. Willow hears buzzing outside and peeks through
  the blinds to see giant black wasps flying over the town.

  Willow:  Whatever it is, it better be soon!

  Cut to the hall. The Ugly Man is making his way toward Buffy.

  Buffy:  Glad you showed up! You see, I'm having a really bad day.

  Ugly Man:  Lucky nineteen!

  Buffy:  Scary! I'll tell you something, though. There are a lot scarier
  things than you. (takes two steps forward) And I'm one of them.

  The Ugly Man stops in his tracks and looks at her. She roars and runs to
  attack. She jumps on him, knocks him down and punches him twice in the
  face. She tries for a third punch, but he blocks her and gets his foot
  under her stomach. He pushes hard, and Buffy falls backwards. She gets
  up quickly and roundhouse kicks him in the gut, making him double over,
  but he pushes her into the window of Billy's room and then throws her
  into the opposite wall. He tries to punch her with his club arm, but she
  ducks, and his arm slams into a wall. She comes up behind him and side
  kicks him in the back. He slams into her, knocking her through the door
  into Billy's room and against his bed. She gets up to face him as he
  comes in after her. He swings again with his club arm, but she grabs it
  and roughly brings it down, breaking it over her knee. He wails in pain,
  and she body checks him into the wall, where he hits his head and slumps
  to the floor unconscious. Everyone just stares at him.

  Billy:  I-is he dead?

  Buffy:  Come here, Billy.

  Billy:  I, I don't...

  Buffy:  You have to do the rest.

  Billy slowly comes around the bed and over to the Ugly Man.

  Willow:  What are they doing?

  Giles gestures for her to be quiet.

  Xander:  I get it.

  Buffy takes Billy's hand. He looks up at her.

  Buffy:  No more hiding.

  Billy looks down at the Ugly Man. Buffy lets go of his hand, and he
  reaches for the Ugly Man's neck. He peels back his face and a bright
  light streams out. In the next instant everything is back to normal. The
  Ugly Man is gone, Buffy is herself again, Xander and Willow are in their
  regular clothes and the hospital is functioning. Buffy smiles and feels
  her face. Willow breathes a sigh of relief. Billy wakes up.

  Xander:  Hey, he's waking up!

  They all gather around.

  Billy:  I had the strangest dream. And you were in it, and you... Who
  are you people?

  They all smile.

  Giles:  Let's get a doctor.

  Billy's coach comes in as Giles and Xander are about to go get a doctor.

  Coach:  Oh! Huh. Billy's got company. (takes off his cap) I-I-I'm his
  kiddie league coach. I come by here every day, just hoping against hope
  that he's gonna wake up soon. He's, uh, my lucky nineteen.

  Giles and Buffy exchange a look.

  Coach:  So, um, how is he?

  Buffy steps aside to show him that Billy's awake.

  Buffy:  He's awake.

  Coach:  What?

  Buffy:  You blamed him for losing the game. So you caught up with him
  afterwards, didn't you?

  Coach:  (acting innocent) What are you talking about?

  Billy:  (sits up) You said that it was my fault that we lost.

  The coach realizes he's been found out and tries to get away. Xander
  grabs him by the jacket and stops him.

  Billy:  It wasn't my fault. There's eight other players on the team. You
  know that. (lies down)

  Buffy:  (to Billy) Nice going! (smiles)

  Billy smiles back.

  Cut to the school. Willow, Buffy and Xander are walking.

  Buffy:  I just can't believe a kiddie league coach would do something
  like that.

  Xander:  Well, you obviously haven't played kiddie league. I'm surprised
  it wasn't one of the parents.

  Willow:  I'm just glad he's behind bars where he belongs.

  Buffy:  But that was kinda heroic, Xander, grabbing him and all.

  Xander:  Well, I just did what anyone else would've. I mean, if you
  wanna label it heroic...

  Hank drives up, honks and gets out of the car and waves.

  Hank:  Hi!

  Buffy:  Have a killer weekend, guys!

  Xander bows his head to her. Buffy goes to her dad. Hank comes up the
  steps and hugs his daughter.

  Hank:  Hi, sweetheart! Oh, it's so good to see you! (releases the hug)
  How was your day?

  Buffy:  Fine. You know, usual.

  Willow:  (to Xander) Personal question?

  Xander:  Yeah, shoot!

  Willow:  When Buffy was a vampire, you weren't still, like, attracted to
  her, were you?

  Xander:  Willow, how can you... I mean, that's really bent! She was...

  Willow:  Still dug her, huh?

  Xander:  I'm sick, I need help.

  Willow:  Don't I know it.