Sophia Kernig..........................................................Katie Smith
Donovan Kavanaugh/Drew Killian...............Ilin Mitchell-Smith
Ewan St. Claire.........................................................Karl Urban
Valerie...................................................................Katie Holmes
Kartovil Vastarley.....................................................................?
Marcus Harcourt................................................Peter Davidson

Milchamah Kashaph Saiyer..........................Max Von Sydow
Melina Demetra.....................................................................?
Dracula.............................................................Rudolf Martin

INTERIOR:

Fountain Room.

A dark room with an urn-shaped fountain in the center. The only light comes from two candles on an altar to one side and a lantern suspended above the pool.

Wave reflections shimmer around the walls. In the water, a figure thrashes. A second figure grabs him by the collar and hauls him to his feet.

Milchamah: "Honestly. Your name is dragged through the mud enough as it is. Get yourself together, man." (Brushes water off Donovan's clothes.)

MILCHAMAH KASHAPH SAIYER is dressed in Medieval Arabic scale-mail armor with a two-handed falchion sword and a large crossbow sheathed across his back. His familiar craggy features are ridged by a fringe-beard and his salt-and-pepper hair is pulled back in a long pony tail. Around his neck, he wears an amulet of gold, silver and copper wire, shaped as a Star of David in a circle. Around the circle are twined sprigs of herbs, and a lock of copper-red hair. DONOVAN KAVANAUGH is an older version of Drew, with a neatly trimmed goatee and mustache. His leather armor is well-maintained, his satchel and equipment lying on the floor beside the fountain. In his hands is the same wooden box we saw Drew pick up at the end of the last episode.

Donovan: (Looks at Milchamah, then reaches up to touch his chin, and finds the goatee.) "Oh, boy."

Milchamah: "Are you all right?"

Donovan: (Tentatively.) "No..." (More confidently.) "No I'm not. I think I've been hit with some kind of spell. I'm a little disoriented."

Milchamah: "Well, stay here, then. But keep your crossbow loaded. And don't forget the silver arrows. We may need them." (Exits down a side passage, warily.)

Donovan: "Crossbow. Right. I can do crossbows." (Finds his crossbow and picks it up. It is much heavier than the one Drew usually wields, with a steel reinforced crosspiece and a winch mechanism to draw it, but Donovan handles the weapon as lightly as Drew handles his bow back in 1992. Noticing this, Donovan flexes his muscles.) "Cool. I'm stronger." (He moves to gather the rest of his equipment, stopping when he comes to his sword, a finely crafted rapier. He draws it and examines it closely. It's the same one he uses in 1992.) (Murmurs.) "A fifteenth century Italian rapier, given to Gwen as a birthday gift in the early '30s." (Louder.) "Damn it, how many of these bloody Watchers have I been?" (He sheaths the sword, takes a deep breath, and follows Milchamah down the corridor, towards sounds of fighting.)

INTERIOR:

Stairwell Antechamber.

Here, a hexagonal chandelier holds twelve candles, light enough to see three figures fighting twice as many vampires. The stairs go up one side of the room, turn and continue up the second side, disappearing into darkness. On those stairs, VALERIE holds off two vampires. She wields a long, edged rapier and uses the narrow confines of the stairwell to her advantage. Her features are similar to Tori Clark's, but wan and pale. Her hair is dirty strawberry-blonde, and her dark eyes have a hard, flinty look. She is dressed in a leather jerkin and skirt-panels over a pair of pantaloons, with high boots to the knee and well-worn gloves with metal caps over her knuckles. We have never seen Tori fight this single-mindedly. One of the vampires grabs Valerie by the ankle, and attempts to pull her down. She steps into the momentum of the pull, and uses it to propel a leap upwards - catching onto the hanging chandelier, where she swings a full circle, and drops down again behind her opponent, from which angle she trips him, and can behead him easily.

Below Valerie, near the foot of the stairs, MARCUS HARCOURT draws a flask from a pouch at his waist, and throws it at one of the vampires that is approaching him. It bursts into a cloud of acrid, pale-blue smoke, and the vampire's skin begins to burn and crack. Marcus's look is little different than Hartsdale's. He is clean-shaven and dressed in leather armor, with many bags and pouches about his person. He also carries a short sword and a pair of wheel-lock pistols at his belt.

Milchamah joins the fray, drawing his falchion with obvious relish, and beheads a vampire with the first swing. Donovan, arriving behind him, aims and fires his crossbow, dusting one of the vamps who are pressing Valerie. Another vampire grapples Marcus, who throws himself down on top of it, but the vampire gets its teeth into his neck. Sacrificing his own hearing, Marcus draws one of his pistols, jams it into the vampire's face, and pulls the trigger. The deafening explosion turns the vampire's head to bloody mist, and a moment later, the body falls to dust.

Marcus: "Curses! I'll never get a sample that way." (His accent is Oxford British, not that much different from Hartsdale's.)

More sounds of fighting (and cursing in a heavy Scottish brogue) come from another side-passage, leading to the long, wide space of a crypt.

INTERIOR:

Crypt.

Rows and rows of sarcophagi yield up more vampires. In the middle of the crypt, SOPHIA KERNIG and EWAN St.CLAIRE fight back-to-back. She is as tall as Samantha, or possibly taller, with a thick braid of honey-gold hair that falls past her waist. Her dress is long-sleeved and square-necked in the Bavarian style, and her leather bodice has a belt with many small pouches and pockets in it. After her first crossbow bolt is parried away, Sophia drops the bow, flicks her right wrist and a jointed sword extends, clicking into a long, flexible, razor-sharp blade with a pointed bulb at the pommel end. When one vampire grabs her around the waist, she brings the pommel down on its head, and it dissolves into gooey dust. Ewan, a dark-haired, hard-muscled version of Erik in a chain mail shirt and tartan kilt, swings a six-foot claymore, cleaving and decapitating several vampires, but one of them grapples him, and they both go down. Sophia comes to his aid, chopping down through the vampire's neck, but pulling her stroke just shy of cutting Ewan beneath.

Ewan: "Thankee, my lass!" (Grins at her)

Sophia: (Offers a hand to pull him to his feet.) "Bitte Schön, mein schätze." (Grins back and they return to fighting vampires.)

INTERIOR:

Stairwell Antechamber.

A vamp slams Donovan against the wall at the back of the stairway. At the last second, in a display of reflexes that Drew could never manage, he gets his sword up just as the vamp leans in to bite him and it obligingly severs its head on the blade.

Donovan: "Didn't anyone ever tell you not to bring your teeth to a sword fight?"

Milchamah: (Points down a side passage.) "The others are down there, in the crypt." (He runs off down the passage.)

Donovan: (Softly.) "The others. Please, God, no."

As Donovan and Valerie follow Milchamah, Marcus is seen gathering samples of the vampires' dust and other bits of ichor.

Marcus: "Ah, vampire bile! I know just the formula to make use of that!"

Opening Credits

INTERIOR:

Crypt.

Ewan and Sophia come into the light together, talking animatedly.

Sophia: "Did you get a chance to use your syringe? I used mine. It worked wonderfully!" (She removes the pointed bulb from the pommel of her sword and shakes shards of glass from it. Then, from one of her pockets, she takes an inch-diameter glass sphere that contains some liquid and a small bubble of air, and blows the dust from it, before inserting it into the cap and replacing it on the end of her pommel.)

Ewan: "Nae, my girl." (Gestures toward the pommel of his own sword, now sheathed across his back.) "The holy water syringe is a good idea, but it's just not bigenough fer me."

Sophia: "Then I'll make you a bigger one." (Touches his nose with hers, Eskimo-style.)

Donovan enters, just in time to see them. For an instant, a look of exquisite pain crosses his features. Then his face hardens, and he strides forward purposefully to join the group. Behind him, a dark-haired youth also emerges from the corridor. KARTOVIL VASTARLEY is much like Kevin, even down to his black clothes. The black hair and grey eyes are family traits, and he wears a long, dark coat over black leather shirt and trousers, and a red bandana wrapped around his head. He, too, sports a goatee, with a pointed, waxed mustache. He's also more muscular than his 20th century counterpart, and speaks with an Eastern European accent.

Ewan: "Gypsy-boy! What've ye found, then?"

Kartovil: "I found a way through. The next floor up is deserted... mostly."

Milchamah: "We should move on, then."

Marcus: "Is everybody all right?"

Donovan: "Actually, no." (All eyes turn to him.) "I think I've been hit by some sort of spell. Suddenly, I seem to remember very little of the past... and altogether too much of the future.

Milchamah: (Mutters) "Welcome to my world."

Valerie: "Do you know who I am?"

Donovan: "You're my charge, a Potential Slayer. But I'm afraid I've lost your name."

Valerie: (In a thick accent from the Parisian gutter) "I am Valerie,you..." (Scandalous French epithets.) "English..." (More epithets, finishing with a smirk.)

From one of her many pockets, Sophia produces a device like a gyroscope with a frame of lenses around it, and focuses on Donovan. The gyroscope wobbles vigorously from side to side.

Sophia: "There is something not-right affecting his soul."

Donovan: "Uh, yeah. Evil, magic, brain-wiping spell thingy."

Ewan: "Out, foul demon!" (Grabs Donovan and attempts to pound the demon out of him.)

Marcus: "Wait, wait!" (Digs around in his pockets.) "I have just the thing here. If he's human, this shouldn't harm him. If he's a demon, well, that's another story."

Donovan: "Demon? Hello? Amnesia spell!"

Marcus: (Holds out a flask of bilious-yellow fluid.) "Drink this. It shouldn't harm you if you're really human."

Donovan: "Shouldn't?" (Marcus nods. Donovan makes a face at the fluid's smell, but downs it in two gulps.)

Donovan: "Ugh! I'll be tasting that for weeks!"

Marcus: (Murmuring.) "Just wait a few hours as it works its way through..." (Louder.) "Well, the lack of vomiting and convulsions indicates that he's not demon-infested. But he is wounded. Anybody else?"

Valerie: (Reluctantly.) "I'm a little hurt."

Marcus: "One of these will cure what ails you. (He passes smaller vials of bright purple liquid to Donovan and Valerie and opens one himself. He pours a little into his hand and smears it on his ear.) "Down the hatch!" (Swallows the rest of the vial.) "Ah, last Tuesday was a good vintage." (Sticks one finger in his ear and wiggles it.) "That's better."

Donovan: "URGGG! That's even worse than the other one!"

Valerie: (Makes a face, but swallows the healing draught.) "You really could make these taste better."

Donovan: "A spoonful of sugar helps the medicine go down."

Marcus: "That's good! I'll have to try that."

Sophia is still watching Donovan carefully through her gyroscope-thingamajig. The wobble in its path has settled down, from chaotic confusion to a figure-8. It spins on one axis for a few turns, heels over, and spins on another axis for a few turns, and back again.

Sophia: "He may not be a demon, but something isn't right. I have never seen it act like this before..."

Donovan: "The spell's affecting my memory. If I don't remember anything from the past, but I do remember the future, it's like I'm slipping out of time. That thing probably thinks I'm possessed by myself."

Sophia: "Maybe." (She doesn't look very convinced.)

Ewan: "Do you remember any of the rest of us?"

Donovan: (Nods.) "You are our warrior, and a good friend." (Nobody catches the slight hitch in Donovan's voice as he says this.) "But your name, also, is... gone."

Ewan: "Ewan St. Claire, of the clan St. Claire. And a blacksmith!" (Pats the dagger at his waist.) "I made those knives you wear."

Donovan: "Yes, of course. A blacksmith." (To Marcus.) "You're our alchemist."

Marcus: (Gives a little bow.) "Marcus Harcourt, at your service."

Donovan: (To Kartovil.) "And you're our mage."

Kartovil: (Looks surprised and, for a second, guilty, but recovers quickly.) "Actually, I'm just the scout." (Cleans his fingernails with a tiny knife.) "Kartovil Vastarley, of the clan Vastarley." (Mimics Ewan, who laughs loudly.)

Donovan: "Vastarley. Of course." (He turns to Sophia, trying to keep his voice flat and neutral.) "And you are... a clockmaker, I believe."

Sophia: "That is correct. I am Sophia Kernig, Uhrwerkerin, you would say, a maker of clock-works, and Die Reisenin von Munich." (At Donovan's blank look.) "The Giantess of Munich. Where you found me."

Ewan: "And she's my lass!" (Puts an arm around her, pride and love on his face, which Sophia returns with a radiant smile.)

Donovan: (Swallows heavily and turns his head to hide his reaction.) "Yeah, I kinda got that."

Kartovil: (Points to Milchamah.) "Do you remember him?"

Donovan: (To Milchamah) "I even remember your name, Michael."

Kartovil: "Michael? We know him as Milchamah."

Milchamah: (Hurriedly) "The English, always having to anglicize everything. Milchamah in my tongue, Michael in yours."

Donovan: "Of course. Sorry. I know other things about you as well, but I'm not sure how many of them I should speak."

Milchamah: (Glares.) "I will thank you to keep that which is between us, between us."

Donovan: (Nods.) "Of course. Uh, since I'm a little hazy about our mission, could someone give me the five sentence summary of what we're doing here?"

Milchamah: "We are hunting a witch. Her name is Melina Demetra and she is..."

Donovan: "I know who she is. That makes sense, actually, because I think she's the one that did this to me. The last -- or maybe the first -- thing I remember is this box." (He holds it out for the others to examine.) "I know I should know what it is, but that part of my memory is also gone. Do any of you recognize it?"

Ewan: "You don't remember? Aye. Of course, you don't. You and Melina made this box. Together. But we never knew what was in it. Only that it took both of you to make and close it."

Donovan: "Of course. And only she or I can open it. But it seems that she trapped it and, when I tried to open it, I got hit with her spell."

Milchamah: "Except that it was already open when we found it."

Donovan: "Even worse, then. If he spell was powerful enough to affect me just picking it up..."

Milchamah: "You didn't pick it up. You were just walking toward it."

Donovan: "Even more powerful than I would have believed, then. And obviously set to trigger on me specifically, if you were unaffected."

Milchamah: (Skeptically.) "Yes, it must have been. Perhaps a spell of such magnitude will have left some residue we can detect?"

Sophia: (Runs her globe over the box.) "I have never seen anything that shines with magic like that! The residue of whatever the box contained completely masks any other magic. If there was another spell cast on the box, I cannot see it." (Looks pointedly at Donovan, waiting for another explanation.)

Donovan: "Pity. Analyzing the spell might have helped us find a way to reverse it. Say, I don't suppose any of you remembers where I got my sword?"

Ewan: "Nay. You've had it as long as I've known you." (The others nod agreement. Donovan looks disappointed.)

Milchamah: "Tell me, Donovan, how much of the future do you remember? Years? Decades?"

Donovan: "It's hard to say, exactly, since I'm not really sure when it is now."

Marcus: "It is the day before the full moon of October, the year of our Lord fifteen eighty-two. Unless you go by the Pope's new calendar."

Sophia: "Which we don't, here."

Valerie: "Oh, not this again. We've been arguing about this for the last two weeks."

Ewan: "Aye. Who cares what day the calendar says?"

Milchamah: "We all will, if it's a different day every time we cross a border. This will only get worse."

Valerie: "But, if the Pope..."

Donovan: "Enough! We're not here to argue about the calendar. We're here to find Melina. And capture her. Capture her. We may need her to undo the spell she's cast on me. We've wasted enough time here. Let's move."

Milchamah: "Do you still want to lead?"

Donovan: "Yes. But, under the circumstances, I'd probably better not. Kartovil guides, since he knows the way ahead. Milchamah, you next and take the lead if we run into anything. I'll be right behind."

They form up according to Donovan's orders and Kartovil leads the way up the stairs. Milchamah falls in beside Donovan for a moment.

Milchamah: (Softly.) "You never answered my question."

Donovan: "That's true." (Points at Milchamah's amulet.) "Your amulet -- a lock of Melina's hair and a sprig of..." (his mouth twitches slightly in the ghost of a smile) "...wolfsbane?"

Milchamah: "Yes. It is a Witch-trap. All I need do is touch her with it, or have her cast a spell at me, and it will bind her avatar and render her helpless."

Donovan: "And then, you take her back, for judgment?"

Milchamah: "That is not up to me."

Donovan: "Orders from the Temple."

Milchamah: (A quick glance out of the corner of his eye.) "You know me well. Better than you should."

Donovan: "But not better than I will."

The passage narrows and Donovan drops back as they are forced to go single-file.

Milchamah: (Softly, to himself.) "And you still didn't answer my question."

The group walks up the stairs into darkness that is broken when they reach...

INTERIOR:

Torture Chamber.

A few torches along the walls illuminate an iron maiden, several tables with chains, dark splotches that are better left unidentified, and a rack that still contains a body, unmoving, its skin burned charcoal-black. Along one wall are four barred cells. One of them has an OLD WOMAN in it, rocking on her knees and softly moaning to herself.

Sophia: (Shuddering.) "There is much evil in the air. Magic black as soot. Most of it, coming from that." (Nods toward the rack and instinctively draws closer to Ewan. Donovan notices, but only a slight tension in his jaw betrays him as he pretends not to.)

Old Woman: (In Rom, subtitled.) "Help me!" (Moans.) "Please help me!"

Kartovil: (Also in Rom.) "Grandmother! How did you come to be here?"

Old Woman: (Squints at him.) "Kartovil Vastarley, is that you? Dinya's little boy?" (Shakes her head.) "Never mind how I got here. Let me out. Or would you leave a helpless old woman here to die?"

Kartovil: (In English, to the others.) "She's one of our clan, and is asking us to let her out."

Donovan: "Perhaps she would be safer here in her cell. We can't take her with us and this castle is crawling with vampires. She'd never make it out on her own."

Old Woman: (Switches to heavily-accented English.) "Ah, so you speak English, do you?" (Grunts disparagingly.) "Safer! Rubbish! I've seenthem. They look at me, and I know this cell is just a larder to them. Better I were out, and had a chance to escape, than stay here and have none."

Sophia: (Removing a small leather case from her belt-pouch.) "Peace, grandmother. Just give me a moment with this lock." (She kneels down and inserts her tools into the keyhole. It takes just a few turns to spring it.)

While Sophia picks the lock, the others keep watch for anything that might come into the room. The Old Woman emerges from her cell, and spots Valerie.

Old Woman: (Gasps, and makes a sign against evil.) "You, girl! You will be the ruin of us all!"

Milchamah: (Sotto voce.) "Well, she is French."

Donovan smirks, but then startles when he realizes that the body on the rack is moving.

Donovan: "Look out! It's coming to life!"

Donovan draws his sword, but Milchamah is faster. He swings at the demon's neck. His falchion rings as if against stone and stings his hands. The eyes open, glowing red and it grimaces, pulling at the chains that bind it.

Corpse: "Help me."

Kartovil: "Grandmother, quickly! Down those stairs, there is a passageway that leads to a tunnel. It will take you out of the castle, and down into a small ravine. We had horses there, but they're probably dead or loosed by now. Go. With luck, you can get back to our clan."

The old woman darts down the stairs, muttering about doom and prophesy.

Ewan is about to take a try at decapitating the body on the rack, but Donovan stops him.

Donovan: "It's turning to stone. You'll just break your sword."

From the demon's bound hands and feet, the iron chains transform to gray granite. The transformation spreads, up the wall and across the floor towards the group. Where the walls were plain gray stone, they are now different kinds of stone, granite giving way to basalt, to obsidian, to feldspar and sandstone.

Donovan: (Looks at Sophia and Marcus.) "Either of you have something up your sleeves that can deal with this?" (They shake their heads.) "Is there another way out?"

Kartovil: "We came in through a back tunnel. The main gate is still above us."

Donovan: "Then I think we'd better get out of here."

The group retreats from the transforming stone through a door to another stairwell, and up into a building on one side of a courtyard.

INTERIOR:

Storage room.

Jumbled piles of extra furniture, a small two-seater carriage with a broken wheel, and racks of horse tack in various states of repair. Everything is rather dusty. Narrow windows show the courtyard of the secondary keep. From outside comes the howl of a wolf. The group moves quietly to the sides of the windows to look out.

EXTERIOR:

Courtyard, night.

A pair of guards are just closing the castle gate as three werewolves lope off into the night. In the middle of the courtyard is a large, elaborately carved ebony coach, drawn by two black horses that paw the dirt and blow steam from their nostrils. A trail of servants walk from the main doors of the castle to the coach and back again, carrying trunks and bundles, obviously loading the coach for a long trip. All along the walls, guards with pikes march back and forth. More guards cluster around the barracks at the far side of the courtyard.

At the main doors, two figures confer. One is a tall, pale man dressed all in black, with a sweeping satin-lined cloak and long, black hair with a prominent widow's peak. The second figure is smaller, slender, and has flame-red hair. They are COUNT DRACULA and MELINA DEMETRA.

INTERIOR:

Storage Room.

Donovan: "Melina."

Milchamah: "And the lord of this castle. He is not supposed to be here at this time of year. He winters at his main castle. This is only his summer cottage, as it were."

Kartovil: "We didn't bring the tools to fight him."

Donovan: "I don't intend to. If that carriage is being prepared for only one of them, we may only need wait a few minutes for them to separate for us."

Milchamah: "I can disguise myself as one of the guards. Perhaps find out what is going on."

Donovan: (Nods.) "Do it. Be subtle."

Milchamah slips out the door. As he goes, he shifts his form to that of one of the guards.

Ewan: "Nice trick, that!" (Everybody shushes him.) "Sorry. Didn't know he could do that, is all." (Looks to Sophia.) "Can you do that, luv?"

Sophia: "No, I'm an enchanter, not a sorcerer. Hush, now."

EXTERIOR:

Courtyard.

Milchamah walks along the side of the courtyard, trying to remain unnoticed, but it doesn't work. The sergeant of the guards motions and yells at him, pointing up towards the wall. Milchamah nods and slowly turns that way, going as if to fill an empty post. At the other end of the courtyard, Melina and Dracula turn and go back inside the castle. In the background, some sort of magical storm, with lightening and eerie lights, is gathering over the castle's main tower.

INTERIOR:

Storage Room.

Kartovil: "This isn't going to work. We need to do something."

Donovan: "We need to prepare. If we split up... Send one group back to get the horses and lie in wait along the road. If Melina leaves, they ambush the carriage. If it's the lord, then they let him go and those of us still in the castle take care of Melina. If they leave together... well, at least they won't have all their guards for support."

Kartovil: "Except that this castle is built over a gorge. And our horses are on the other side of it from that gate."

Donovan: (Rolls his eyes.) "See, that's the sort of thing where it would be really useful to still have my memory. All right. We can't take the chance that Melina will be leaving in the carriage... we'd never cut our way across that courtyard in time to stop her. So, we have to do something now. We need some kind of distraction. Unfortunately, the best person for that is..." (Gropes for Milchamah's name.) "...the man of a thousand faces out there."

Marcus: "We can do distractions. What kind do you want? Something flashy?"

Donovan: "Something that will bring the attention of the lord of the castle without interesting Melina. Then, while he's dealing with it, we can go after her."

Marcus and Sophia put their heads together and discuss possible distractions.

Kartovil: "While you figure that out, I'll go scout out the roof. I think I might be able to get over to the wall from there." (Exits down the hall.)

EXTERIOR:

Courtyard.

As Milchamah draws closest to the guards at the barracks, one of them looks up at him and startles.

Guard: (Levels his pike.) "Hey! I don't know you!"

Milchamah pulls what looks like a cannonball with a fuse at one end (one of Marcus's specialties) from somewhere on his person, lights it with a snap, and throws it into the barracks.

The explosion brings the barracks roof down, and hurls guards in all directions. Milchamah leaps onto the stairs to the curtain wall, drawing his sword and changing his appearance again. A knight in silver plate mail armor cries out in an impeccable British accent, "For England and Her Royal Majesty Queen Elizabeth!" and charges into the knot of guards.

INTERIOR:

Storage Room.

Marcus: "Well, there's your distraction."

Donovan: (Mutters.) "Thank God he gets better at subtle." (Looking out the window.) "Damn it, I'm going to need both Marcus and Sophia to get past Dracula. But Michael needs Ewan's help and I can't split him and Sophia up... So Michael gets my A team. Let's just hope Valerie and Harcourt are more useful than Tori and Hartsdale." (Turns to the group, louder.) "All right, let's go. Ewan... Sophia, go help Milchamah. Valerie, Harcourt, you're with me."

Ewan: "Those are the usual teams."

Marcus: "You are starting to remember."

EXTERIOR:

Courtyard.

Crossbow bolts zing across the courtyard. One hits Valerie in the shoulder and she stops to pull it out. Marcus stops by her, administering another potion. Ewan and Sophia pause to cover them. As they wait, another bolt takes Ewan in the side. Meanwhile, unknowing, Donovan continues to sprint for the main keep. Dodging a particularly heavy volley of bolts, he ducks down behind the carriage for a moment and finds himself eye-to-eye with one of the demonic horses.

Donovan: "Frau Blucher."

The horse just looks at him. He shrugs at it, then leaps from cover and sprints for the castle. As he approaches, the door opens and out steps Dracula.

Donovan: "Harcourt! I need you to..." (Looks behind him and realizes neither Harcourt nor Valerie is there and that he's about to face Dracula alone.) "Oh, boy."

Donovan takes the offensive, firing a crossbow bolt at Dracula as he runs. The Count goes to mist, and the bolt flies harmlessly through the space where he was.

Dracula: (Re-forms and arches one eyebrow.) "How very... interesting." (Lazily draws his sword.)

Donovan and Dracula cross swords and clash, but Donovan feels that he almostgot through the Count's guard. One of the men-at-arms runs forward with his pike, intending to skewer Donovan, but Dracula bats the pike down and lambastes the guard.

Dracula: "You think I need your help? Stay out of this!"

The guard cringes and flees. Donovan tries to press the attack, but Dracula easily parries and opens a gash through Donovan's armor. With a superior smile, the Count turns his blade and attempts a devastating thrust, meant to puncture Donovan's heart. But instead, Donovan falls back just enough that the thrust misses. Momentum carries Dracula nearly past him, and the Count's sword flies out of his hands, landing several yards away. Both Dracula and Donovan stare incredulously at the Count's empty hand for a moment.

Dracula: "Blast!"

Donovan winds up and delivers a powerful slash to the now defenseless Count. Dracula goes to mist a moment too late and the blow connects, knocking him back against the door. As Dracula turns insubstantial, Donovan pushes through him and grabs the door handle.

Donovan: (Shouts.) "Keep him off me!"

Donovan steps into the castle and pulls the door shut behind him. He leans up against it for a moment, catching his breath.

Donovan: (Grins.) "I hit Dracula!"

Outside, Ewan reaches the door.

Dracula: (Waves his hand hypnotically at Ewan.) "Look into my eyes."

Ewan shakes off the mind-control without even noticing the Count was attempting it and takes a massive swing with his claymore, again forcing Dracula to go to mist. Sophia and Valerie take crossbow shots at the guards, while Marcus goes over to where Dracula's sword fell.

Marcus: "Should I?" (Thinks for a moment.) "Of course I should!" (Picks up the sword.)

Across the courtyard, Milchamah continues to wreak havoc on the guards, shouting bits of Marlowe and swearing by Queen Elizabeth. He uses their own pikes against them, getting them in each others' way, and finally sets a pike against a guard who charges him. Milchamah avoids the on-coming pike blade, catches the guard in the mid-section, and pole-vaults him up and over, crashing down on two other guards. When another group of guards approach from a nearby tower, he throws a second grenade into the entrance.

Kartovil is nowhere to be seen in the courtyard, but a camera-pan across the melee shows him above on the wall, leaping from crenellation to crenellation and dodging crossbow bolts. He reaches the roof of the castle and disappears down a trap-door.

Ewan manages to land a blow and cut open a gash across Dracula's cheek-bone. When done with the pole-vault maneuver, Milchamah picks up another pike and charges at Dracula. Dracula goes misty again and, as soon as he re-forms, a massive sweep of Ewan's claymore catches him and hurls him out into the middle of the courtyard, near the carriage. Cut, tousled, dirty and bleeding, the Count just manages to grab hold of the back of the carriage to pull himself up, when Milchamah spooks the horses, and they take off. Dracula is dragged behind his coach for several yards before he pulls himself up onto the footman's step and gets inside. The coach and the Count thunder out across the drawbridge and the last of the guards falls to Valerie's crossbow.

INTERIOR:

Castle Hallway.

Donovan leans against the door as he catches his breath. From deeper in the hall comes the sound of growling.

The camera pans down the hall. Lanterns in sconces light the stone walls, tapestries and somber-hued banners. Weapons adorn the walls: rosettes of swords and daggers, rows of pikes, a full set of plate mail standing in one alcove. At the end of the hall stands a red-furred werewolf, fangs and claws bared, breath heaving as if she had just run a race.

Donovan: "Melina." (He tosses his sword on the floor, out of reach.) "I came to talk."

The wolf changes, shifting back to human form as she strides down the hall. Donovan turns for a moment and bars the door behind him, then moves away from the door to meet her, trying valiantly to avoid staring at her emerging anatomy, and mostly succeeding. In the moment before she loses her final bit of fur, she turns and seizes an embroidered cloak from the wall and throws it around herself.

Melina: (Angry.) "Donovan."

Donovan: "I'm not him." (Melina looks at him, perplexed.) "I'm just borrowing his body."

Melina: "What do you mean?"

Donovan: "You sent me here. To warn you."

Melina: (Confused.) "Warn me about what?"

Donovan: "Donovan's team's out there fighting your friend and his minions. They're going to win. If you sent me here, obviously that means I'm from the future. So, believe that it's not just an idle boast when I say you're not walking out of here." (A flash of fear crosses Melina's face and Donovan is flustered to realize she thinks he means she's going to die. Hastily, he continues.) "You're going to prison. For a very long time. A very long time."

Melina: "Who areyou?"

Donovan: "It's your spell. You know more about the metaphysics of this than I do. I think I'm Donovan's descendent. Or maybe his reincarnation. I need to know what's in the box, Melina."

Melina: "The Orbs of Creation."

Donovan: "Let me guess. All-powerful mystical artifacts that you're planning on using to take over the world?"

Melina: "Not me. Joseph." (Pauses.) "But, then, if you're not him, you wouldn't know who that is, would you?" (Donovan shakes his head.) "The White Philosopher. When you and I... had words... before, I had a few bad months there, it's true. I met Joseph after the Leipzig massacre. He was there to comfort me. And the Count was kind enough to offer us a place to stay, for a while."

From outside comes the sound of horses screaming, and wheels rattling away.

Donovan: "I think the battle is winding down out there. I know that your friends are on the losing side."

Melina: "Be that as it may, the White Philosopher is here, in the tower. He was very interested in the Orbs. Toointerested. He said that he only wanted them for the good of the world. And he almost had me convinced... almost. His magic took away my will. He had me do things for him. It drained me almost to death to open the case..."

Donovan: "Then I think we have a common interest. I need you to help us stop him. And then I need you to undo the spell and send me back."

Melina: (She looks into his eyes and he meets her gaze unflinchingly.) "All right. I'll try."

(Metal clanging on the outside of the door - the rhythm is Danny Boy)

Donovan: "Right on cue." (He sends Melina a questioning look.)

Melina: "Go ahead. Let them in."

Donovan turns and walks back to the door, stopping on the way to retrieve and resheath his sword. He pauses with his hand on the bar and looks over his shoulder at Melina.

Donovan: "They don't know I'm not Donovan. They'd never agree to work with you if they did."

Melina: "I understand."

Donovan turns back and raises the bar on the door. Unseen at the back of the hall, Kartovil detaches himself from a shadow and creeps over to Melina's belongings. On top of a small pack is a book, The Black Sutra. Kartovil grabs it and slips it into his cloak, melting back into the shadows as the door opens and the others stream into the room.

Ewan: (Spots Melina and brandishes his sword, advancing on her.) "Ach, foul sorceress! We have you now! Prepare to taste my steel!"

Donovan: "No!" (The others stop and stare at him in confusion.) "We have a bigger problem. For now, Melina is on our side."

Milchamah: "Our mission..."

Donovan: "Has changed. We have a new priority."

Milchamah: "She's a murderess. She killed..."

Donovan: "She isn't about to destroy the world. Unlike the other remaining resident of this castle. Do you know who the White Philosopher is?"

Marcus: "He's England's greatest alchemist. Well, second greatest after John Dee, of course. But I didn't know he was evil."

Melina: "He's not. Exactly. But he's gained access to great power and I mistrust what he's going to do with it."

Donovan: "Does anyone know what the Orbs of Creation are?"

Marcus: (Misty-eyed.) "The Orbs of Creation... Wonders beyond wonders... Each one representing one of the Planetary Spheres: the Sun, Moon, Mercury, Venus, Mars, Jupiter, and Saturn... Each made with a bit of quintessence of the universe itself. If someone collected all seven of them in one place... he could change the very fabric of reality."

Sophia: "The end of the world."

Donovan: "Isn't it always?"

Milchamah: "Very well. I can guard Melina while the rest of you stop this White Philosopher."

Donovan: "No. She's going to help us. For tonight, things will be as they used to be."

There is a murmur of derision from the group at this. No one looks happy, but it's Ewan who speaks.

Ewan: "Are you sure we can trust her?"

Donovan: "Yes."

Milchamah: "This is madness. Let me..."

Donovan: (Slowly, emphasizing every word.) "For tonight, things will be as they used to be." (He looks around for argument and finds none.) "Melina will guide us. She and I have the lead."

Milchamah: (With a warning look to Melina.) "And I'll be right behind you."

Melina leads them through the hallway, pausing to heft her satchel. She frowns, as if something is... missing... but sets that thought aside. They have to move quickly.

As the group passes out of the room, Kartovil rejoins them. He stares hard at Donovan's back and clutches The Black Sutra under his coat.

INTERIOR:

A long corridor lined with alcoves with marble statues in them.

Donovan: (Rolls his eyes and mutters.) "It's like a bad D&D module." (Louder.) "Watch out for the statues. They're going to come to life and attack us."

Valerie: "How do you know that?"

Donovan: "I can see into the future, remember?"

Melina: (Whispers.) "I don't think I have enough energy left to change again."

Donovan: "Lovely. All right. Just stay close to me. Do what you can."

Sure enough, as the group reaches the middle of the hallway, the statues come to life.

Donovan: "Come on!"

Melina catches his hand and they run for the far end of the corridor, making it just as the statues emerge from their alcoves and raise marble maces to attack. Once there, they mount the first stops of the spiral staircase that lies at the hall's end and turn to face the statues, Donovan brandishing his sword.

Sophia pulls another clockwork thingamajig from her pouch, and quickly twists it twice, in different directions, separating it in two pieces. These, she throws at the two statues that are closing in on her.

Sophia: "Uhrwerk, die Zauberei abwickeln!" (Subtitle: Clockwork, unravel the magic!)

There is a brief flash of light and a sound like metal beads falling down a chute. Those two statues fall towards each other and crumble in heaps of marble. Sophia ducks backwards out of the way, so she, Ewan and Kartovil are separated from the rest of the group. Marcus hefts Dracula's sword and swings at one of the statues, but the blade shatters against the stone. He looks mournfully at the broken hilt in his hand. Kartovil chants a spell in Rom, and another statue explodes. (It's the same spell Kevin used against the Medusa in Mythology.) Milchamah manages to trip up one of the statues, and it falls on top of a second one, taking both of them out of the action.

Donovan brandishes his sword but, seeing what happened to Marcus, is unwilling to use it. He looks around frantically, trying to come up with a weapon that will hurt them.

Melina: "Your pistols!"

Donovan: (Whispers.) "I don't know how to load them!"

Melina gives an exasperated sigh and begins to mumble the incantations for a spell.

Donovan: "What I could really use is some kind of blunt weapon. A flail or something." (He pauses a moment, as if waiting for something, but nothing happens.) "So much for the Bill and Ted theory."

One of the statues swings its mace at Melina. Although weakened, she instinctively throws a spell at it, but her hands are shaking and it goes awry. Missing the statue entirely, it hits Milchamah on the other side. A stream of blue-white light forms in the air as Melina's life force is sucked from her body and into the amulet. She gives a falling wail, and collapses into Donovan's arms. Donovan and Milchamah exchange a horrified look.

Milchamah: (Grimly.) "That is not how I intended this to happen. Get her out of here!"

Donovan picks Melina up, cradling her. Melina glares fury at Milchamah.

Milchamah: "Lady, my word, which is my law, I did not intend this to happen this way." (Ducks a falling mace and dodges through to the end of the hall with them.) "I will speak for you at the hearing, tell them how you helped us at the end. I will do everything in my power to see that their judgment is fair."

His words do not mollify her in the slightest, but bound to the amulet now, there is nothing she can do.

Milchamah: "Go! I'll hold them here."

Drew nods and carries Melina up the spiral staircase. In the midst of all the fighting and falling masonry, Valerie spots something on the floor. A small, red marble rolls down the hall, through the middle of the fight, and right between her feet. Cat-quick, she nabs it up and looks at it. It is made of iron bands, red enamel and seemingly hundreds of tiny rubies.

CU on Valerie's face, entranced.

Montage: 1580 - Paris in the rain. A dark, dingy street. Someone drops a piece of fruit. A younger, dirtier Valerie darts out of an alley and snaps it up. She steals a loaf of bread when a vendor isn't looking. A vampire corners her in another alley. She fights, but is caught. Just as it is about to bite her, it looks surprised and falls to dust. Valerie looks up to see Donovan, with a stake in one hand. He offers the other to her. New clothes. Hot baths. Ample food. Training. Fighting vampires, and winning. Valerie's triumphant smile at her first dusting.

Old Woman: (Voice Over.) "You have a choice to make, child. One path, or another. You can save them, but to do that, you must give up all the rest."

From the alcove beside her, another voice (baritone) murmurs: "Thank you, child. I was looking for this." (A pale hand plucks the Orb from her unresisting fingers.) "I'll just take this back, now."

Valerie shakes her head and comes to to see almost all the statues crumbled to dust and fragments. Marcus throws a bottle of something red and explosive at one of the few remaining statues and it flies to shards. Ewan is riding on the back of the final one, pounding it about the head and shoulders with his sword. It moves slowly, but cannot reach him with its mace.

Ewan: "I've got it! I've got this one!"

Sophia: (Shakes her head fondly.) "Stubborn Scotsman." (She takes a deep breath and points at the statue's feet.) "Siren screech, stone shatters."

There is a hideous whine, and the bottom of the statue shears off to dust. Ewan rides it to the ground, and the rest crumbles beneath him.

Ewan: "Ach, that was fun! Are there any more?"

Sophia: "No. That's the last of them."

INTERIOR:

Tower Room.

At the top of the staircase is a laboratory, with beakers and steaming vials. Narrow windows look out over the castle on one side and the gorge on the other. In the center stands PROFESSOR JOSHUA ABERNATHY, dressed in a long white robe. He's holding a jeweled goblet between his hands, drinking from it.

Donovan aims his crossbow, and fires. The bolt hits the cup, and it spins out of Abernathy's hands. Water and Orbs scatter across the floor.

Abernathy: (Yells, then calms himself.) "I could have used a bit more of that." (Looks at Donovan) "Well, aren't you... interesting."

Donovan: (Politely.) "Professor. Nice to see you again. How are you feeling? Invulnerable? All-powerful? Maybe a tad immortal?"

Abernathy: "Hardly. I wasn't finished yet. Not immortal." (Pauses.) "Perhaps a bit invulnerable... neigh-invulnerable, perhaps. Yes." (Smiles.) "Nigh-invulnerable. Plenty powerful enough to deal with the likes of you, at any rate." (Begins gesturing for a spell.)

Donovan: (Reaches down and picks up one of the Orbs that rolls near him. It is orange and red enamel, with opal insets.) "Sorry to disappoint you, but we're here to clean up."

Abernathy's spell goes off with a flare of color and noise, but the Orb protects Donovan. Nothing happens to him... or the others, who have crowded into the corridor behind him.

Abernathy: "Give me those!" (Sweeps his arms, and the Orbs on the floor start, slowly, rolling towards him. But they seem to be fighting his pull. They want to roll in circles - orbits, and they evidently don't like being compelled in straight lines.)

Kartovil: "I think not." (Points at one of the Orbs that is rolling his way, and it flies into his hand. It is shiny black, with onyx and silver bands. The others look at him in surprise.)

Sophia: "I didn't know you could do that." (She also stretches out her hand and TK's an Orb along a circular path. She gets a blue one, with tin and jade.)

Valerie pounces on the same ruby and iron Orb that she had before. Marcus dives for the gold, yellow and diamond one. Ewan scoops up one with green, copper and emerald.

While the others are diving for the Orbs, Milchamah lunges at Abernathy. He reaches him just as a silver, lavender and pearl orb is about to fly into the sorceror's hand. The unexpected force of the impact sends Abernathy flying backward, crashing through one of the windows and disappearing into the gorge below. Milchamah stoops to gather up the final orb. Melina staggers over to the lab table and collapses into Abernathy's chair.

Melina: (Softly, looking at Donovan.) "You didn't lie." (She falls unconscious.)

Milchamah: "I will speak for her at the trial. With your testimony and mine, they should show mercy."

Donovan nods, but can't bring himself to answer, knowing that it won't happen. While Milchamah tends to Melina, each one of Donovan's team puts their Orbs in the box, in their proper places, although Marcus is almost weeping to part with his. Donovan clicks the box shut, and it seals tight. As it does, he is enveloped in a flash of light.

Dissolve to darkness.

INTERIOR:

Church Basement.

Fuzzy focus on a woman's face. Blonde hair. SAM'S DREAM LOVER (this time with somewhat straighter hair than before, tinted with brown highlights) blinks and focus sharpens. The box is lying beside him and SAM KESSLER is fussing over him with great affection and concern. But, there is a gleam in her eyes and she moistens her lips in a way that is most un-Sam-like. At least, unlike Sam when she isn't under a spell.

Sam: "Mmm... Let's get you out of these wet things..."

Dream Lover: (Mumbles.) "I'm not him."

Sam: "What?"

Dream Lover: (Louder, not really looking at Sam.) "I'm... not... him." (As he says this, the spell dissolves and he turns back into DREW KILLIAN.

CU on Sam's face. Shock, disappointment, and relief flicker across in rapid succession. Her cheeks flame scarlet and tears start in her eyes.

Sam: (Clears her throat, looks away, and then back at Drew.) "Are you okay?"

Drew: "I had a vision. I understand, now."