AFTER.LIFE
                         
                         
                                 Written by
                         Agnieska Wojtowicz-Vosloo
                         
                         
                         
                         
                         REVISED 10/07/08
          INT. PAUL'S APARTMENT. BEDROOM - DAY
                         BLINDING WHITENESS
          We hear a MAN GASPING softly.     Rhythmically.
          A LUMINOUS PALE SHAPE slowly forms out of the searing
          whiteness. Gradually we realize we're moving across the
          ALABASTER BODY of a WOMAN. Her skin translucent.
          ON THE WOMAN'S FACE
          Ethereal.   Her eyes closed.     Her face lifeless.   Then...
          ...her eyes open. She looks straight at us with unseeing
          pale blue eyes. This is ANNA (late 20s).
          We pull back. PAUL (30s) makes love to Anna. Their
          movements perfunctory. Passionless. He turns to look at
          her. Realizes she's not there. He suddenly stops.
          Rolls off her. Sits on the edge of the bed.
                                                  PAUL
                      What's wrong?
                                                  ANNA
                      Nothing.
          Anna leans down and picks up her RED SLIP from the floor.
                                                  PAUL
                                            (SIGHS WEARILY)
                      You used to enjoy it. Now it's...
          He shakes his head.    Frustrated.   Lights a cigarette.
                                                  PAUL
                      ...it's like fucking a corpse.
          Paul immediately realizes he's gone too far.      Turns to Anna.
                                                   PAUL
                      Shit.   I'm sorry.   That was--
          Anna gets out of bed. Walks towards the bathroom.       Paul
          puts his head in his hands.
                         
          INT. PAUL'S APARTMENT. BATHROOM - MOMENTS LATER
          Through the fogged shower partition we see the blurred
          ghostly figure of Anna. Paul walks in.
                                                  PAUL
                      Anna. I'm sorry. That was a stupid
                      thing to say.   But you know sometimes...
                      sometimes it's like you're not here
                      anymore. Like you're somewhere else.
                                                                      2.
                         
                         
          Anna doesn't reply.
                                                PAUL
                    Is this about us?
                         ON ANNA
          her head bowed as she lets the water wash over her.
                                                ANNA
                    It's not about us.
                                 PAUL (O.C.)
                    Then what is it?
                                                ANNA
                    I don't know.
                                 PAUL (O.C.)
                    I just want us to be happy.
          Anna doesn't move.    We sense the emptiness inside her.
                                 PAUL (O.C.)
                    Are you happy?
          She closes her eyes.    Forces herself to reply.
                                                   ANNA
                    I'm happy.
          A DROP OF BLOOD
          falls into the water.   Then another drop.
                         ON ANNA
          her nose is bleeding. She touches her lips. Looks
          impassively at the blood on her fingertips. The SOUND OF
          WATER carries into the next scene...
                                                       FADE TO WHITE.
                         
          A STREAM OF CRYSTAL BLUE WATER
          A MAN'S HANDS penetrate the water. Thin and elegant.
          Perfectly manicured. Turning slowly as he washes them
          meticulously. He picks up a crisply folded white towel.
          Dries his hands carefully. Snaps on white latex gloves.
                         
          EXT. CEMETERY - MORNING
          A beautiful morning. We move through a tranquil cemetery.
          Pastoral and idyllic. Dappled light falls through old
          trees onto statues of grieving angels.
                                                                   3.
                         
                         
                         
          EXT. FUNERAL HOME - CONTINUOUS
          A path leads to an old well-kept house. Amongst a blaze of
          violet tulips we see a sign: Eliot Deane. Funeral Home.
                         
          INT. FUNERAL HOME. CASKET DISPLAY ROOM - MORNING
          Sun streams into an elegant wood-panelled room. The
          Funeral Director, ELIOT DEANE (40s) guides MRS. AYRES
          (70s) past caskets tastefully arranged on faux-marble
          pedestals. He's a serene man. Quiet and professional.
                                                ELIOT
                    The Antique Carlisle. Solid cherry.
                           (strokes the wood lovingly)
                    Hand rubbed satin finish. Tufted
                    sovereign interior. Eternal-Rest
                    adjustable mattress with matching pillow.
          He gestures to a metal casket.
                                                ELIOT
                    Or perhaps the Aegean? Solid bronze
                    exterior. Hand brushed finish with
                    Grecian bronze highlights.
                                 MRS. AYRES
                    The Antique Carlisle. Definitely the
                    Antique Carlisle.
                                                ELIOT
                           (writes in his notebook)
                    Excellent choice.
          Mrs. Ayres caresses the soft velvet trimming.
                                 MRS. AYRES
                    An antique coffin for an antique lady.
                    We suit each other.
                                                 ELIOT
                                          (SMILES)
                    You'll look beautiful.
                                          (BEAT)
                    Now about the service.   Would you like a
                    private visitation?
          Mrs. Ayres is miles away.
                                                 ELIOT
                    Mrs. Ayres?
                                 MRS. AYRES
                    I'm sorry. Yes. A private visitation.
                                          (HESITATES)
                    Mr. Deane? What happens when we die?
                                                                    4.
                         
                         
          Eliot chooses his words carefully.
                                                ELIOT
                    It's different every time.   Each person
                    dies in their own way.
                         
          INT/EXT. ANNA'S CAR - MORNING
          Anna drives past the strip malls of a small suburban town
          in a GREEN TOYOTA. On the dashboard a KITSCHY BOBBLEHEAD
          DOLL nods its head from side to side. Anna pulls up to a
          red light. Glances across at the other cars. We see the
          vacant faces of COMMUTERS staring blankly into space.
          The light changes. Anna hasn't noticed. The car behind
          her HONKS in frustration. She quickly pulls out...
          ... just as a SUV turns in front of her. She slams on
          her brakes. Hard. Missing the SUV by inches. The
          DRIVER screams at her. His face contorted in ugly rage.
                         
          EXT. ELEMENTARY SCHOOL. PARKING LOT - MORNING
          Anna locks her car.   Heads towards the main building.
                         
          INT. ELEMENTARY SCHOOL. CORRIDOR - MORNING
          Classes have started. JACK (11), a serious looking boy,
          walks through a silent corridor. Up ahead two OLDER
          BOYS, a TALL KID and a KID with ACNE, push a GEEKY BOY
          against a locker. Jack tries to pass by unnoticed.
                                                 TALL KID
                    Hey.   Jack-off!
          Jack walks faster. The two Older Boys set off after him.
          He darts into a corridor. Ducks into an empty classroom.
                         
          INT. ELEMENTARY SCHOOL. BIOLOGY CLASSROOM - MOMENTS LATER
          Jack waits anxiously by the door. It looks like he's
          lost the bullies. Then a sudden rustling noise makes him
          jump. He turns. TINY CHICKS huddle in a plastic
          incubator on a table. Jack moves over to them.
                                 TALL KID (O.C.)
                    Didn't you hear me Jack-off?
          Jack swivels round. The Tall Kid walks towards him as
          the Acne Kid guards the door. Jack doesn't reply.
                                                ACNE KID
                    He must be deaf.
                                                                     5.
                         
                         
                                                TALL KID
                    You deaf Jack-off?
          Jack ignores them.   Irritating the Tall Kid even more.
                                                TALL KID
                    Can't fucking speak either.
          He pushes Jack against the table, toppling the incubator.
          Panicked, the CHICKS scatter across the surface. Just
          then the door opens. Anna walks in.
                                                ANNA
                    What's going on?
          She glances at the Older Boys then at Jack.
                                                 ANNA
                    Jack?
                                                JACK
                    Nothing Miss Bryant.
                                                ANNA
                    Nothing? The incubator didn't just
                    fall by itself.
          The Older Boys stare at Jack.    Waiting for his reaction.
                                                 JACK
                    I tripped.   It was an accident.
          Anna looks at Jack carefully.    She knows he's lying.
                                                ANNA
                           (to the Older Boys)
                    Show's over. Get to your classes.
                                          (TO JACK)
                    Jack. Help me clear up.
          Jack doesn't hear her. He's mesmerized by a SOLITARY
          CHICK standing motionless in the corner of the incubator.
                                                JACK
                    I think it's dead.
          Anna reaches in.   Tenderly picks up the chick.
                                                 ANNA
                    No.   The poor thing's just scared.
                         
          INT. ELEMENTARY SCHOOL. TEACHERS' COMMON ROOM - DAY
          School's over. Anna listlessly corrects a stack of
          exercise books. She can't focus. Pulls out a BOTTLE OF
          PILLS. Shakes a pill into her hand. Swallows it dry.
                                                                     6.
                         
                         
                         
          INT. LAW OFFICE. CONFERENCE ROOM - DAY
          Paul works with half a dozen COLLEAGUES around a large
          conference table covered with documents and thick files.
          He reaches across to a pizza box. It's empty.
                                                 PAUL
                    OK.   Who took the last pepperoni?
          A PREPPY GUY slides across another pizza box.
                                                PAUL
                    Great.  Broccoli.
                           (lifts out a slice)
                    Who the fuck ordered broccoli?
          NEAL, a thin pallid guy, looks up.
                                                NEAL
                    Oh that's just disgusting.
                                                PREPPY GUY
                    What's wrong with vegetarian pizza?   It's
                    healthy.
                                                NEAL
                    Pizza isn't supposed to be healthy.
          Paul glances at his watch. Suddenly realizes the time.
          He quickly picks up his cell phone. Heads for the door.
                                                NEAL
                    You ordering in another pizza?
                                                  PAUL
                    Yeah.    With wheatgrass and alfalfa sprouts.
          Everyone laughs.
                                               PREPPY GUY
                                         (MUTTERS)
                    Yeah. Yeah. Smart asses.
                         
          INT. LAW OFFICE. CORRIDOR - MOMENTS LATER
          Paul walks into the corridor dialling his cell phone.
                         
          INT. ELEMENTARY SCHOOL. TEACHERS' COMMON ROOM - SAME TIME
          Anna's cell phone rings as she closes her locker. She
          fishes it out from her bag as she heads to the door.
          Checks the ID. Hesitates. Then takes the call.
                                                                   7.
                         
                         
                         
          INT. LAW OFFICE. CORRIDOR - SAME TIME
          Paul cups his cell.    Worried he'll be overheard.
                                                  PAUL
                    Hi baby.    I'm really sorry about this
                    morning.    I fucked up. I know.
                         
          INT. ELEMENTARY SCHOOL. CORRIDOR - SAME TIME
          Anna steps into an empty corridor.
                                  PAUL (O.S.)
                                          (FILTERED)
                    We still on for tonight?
                                          (BEAT)
                    Anna?
                                                ANNA
                    I don't know Paul.
                         
          INT. LAW OFFICE. CORRIDOR - SAME TIME
          Paul's anxious.    We sense he's hiding something.
                                                  PAUL
                    Please Anna.    It took me weeks to get the
                    table.
                                 ANNA (O.S.)
                                          (FILTERED)
                    Maybe we can change it to Thursday--
                                                   PAUL
                    No.     It has to be tonight.
                                ANNA (O.S.)
                                         (FILTERED)
                    Paul? What's the matter?
          Paul tries hard to cover his nervousness.   Forces a smile.
                                                PAUL
                    Nothing. Don't worry. I just need... I
                    just want us to have dinner tonight.
                         
          INT. ELEMENTARY SCHOOL. CORRIDOR - SAME TIME
          Despite Paul's reassurances Anna is clearly worried now.
                                                  ANNA
                                            (HESITATES)
                    OK.
                                                                        8.
                         
                         
                                   PAUL (O.S.)
                                            (FILTERED)
                    Great.
                         
          INT. LAW OFFICE. CORRIDOR - SAME TIME
          Paul hesitates.    Lowers his voice.
                                                  PAUL
                    And Anna.    Everything's going to be fine.
                                 ANNA (O.S.)
                                          (FILTERED)
                    Promise?
                                                  PAUL
                    I promise.
                         
          INT. ELEMENTARY SCHOOL. CORRIDOR - MOMENTS LATER
          Anna slips her phone back into her bag as she walks
          through the deserted corridor. Her high heels echo
          loudly in the eerie quietness.
          Suddenly one of the fluorescent ceiling lights behind her
          blows out with a loud WHUMPH. Anna starts. Turns.
          WHUMPH. The next light dies. Anna quickens her step.
          The lights go off one by one. The darkness quickly
          creeping up behind her. There's only one light still on
          as she reaches the exit. She looks up. The light
          flickers. But then strangely stays on. Bathing her in a
          cold pool of light.
          Anna's unsettled. She turns and frantically pushes the
          door. It doesn't open. She pushes hard with both hands.
          Nothing. It's locked. She turns back slowly. The
          darkness around her impenetrable. Almost viscous. She
          reaches out...
          ... her hand DISAPPEARS into the thick blackness.     Anna
          snatches her hand back. Stares at it.
          Then we hear the sound of SLOW FOOTSTEPS.    Moving
          deliberately towards her.
                                                  ANNA
                                            (NERVOUSLY)
                    Hello?
          Her voice echoes down the silent corridor.   She glimpses
          something move in the blackness.
                                                ANNA
                    Is someone there?
                                                                       9.
                         
                         
          A BLACK SHAPE materializes inside the darkness. Silent.
          Brooding. Anna can't move. Terrified. Suddenly the
          corridor's flooded with a BLINDING WHITE LIGHT.
          Anna's dazzled. Shades her eyes with her hand.     As she
          tentatively pulls her hand away...
          ...it's only Jack.   His hand on the light switch.
                                                  ANNA
                    Jack!
                                                JACK
                    Did I scare you Miss Bryant?
          Jack moves over to the door.
                                                  ANNA
                    It's locked.
          He gently pushes against the door.    The door slowly opens.
                         
          EXT. ELEMENTARY SCHOOL - MOMENTS LATER
          Anna, still shaken, walks with Jack towards the parking lot.
                                                ANNA
                    Shouldn't you be home?
                                                 JACK
                    My mom's picking me up.
                                          (BEAT)
                    It's my birthday. We're going to
                    MacDonald's. Then on Saturday my mom's
                    taking me to Busch Gardens. We're
                    going to ride the Alpengeist.
                                          (EARNESTLY)
                    Continually voted one of the top ten roller
                    coaster rides in America, the Alpengeist is
                    a breathtaking avalanche of adventure.
                                                ANNA
                           (tries to keep a straight-face)
                    I didn't know the park was open yet.
                                                JACK
                    My mom's friends with the manager.
                    They're opening it specially for me.
          She knows he's lying again.     Smiles sadly.
                                                ANNA
                    Sounds like fun.
                                                  JACK
                    Yes.    It will be fun.
                                                                      10.
                         
                         
          They reach Anna's car.    Stand in silence for a moment.
                                                ANNA
                     Jack. Those boys.    Do they bother you
                     a lot?
          Jack hesitates.    Then slowly nods his head.
                                                 ANNA
                     You know you can always talk to me about
                     it if you want to.
          He nods.   Anna's clearly worried about him.
                                                 ANNA
                     You sure you don't need a ride?
          Jack shakes his head.    Anna glances at her watch.
                                                  ANNA
                     Well.   I better run.
                                                 JACK
                     Where are you going?
                                                 ANNA
                                           (HESITATES)
                     I have to go to a funeral.   My old piano
                     teacher.
                                                 JACK
                            (with sudden interest)
                     Can I come?
                                                  ANNA
                     No Jack.   Funerals are very private
                     affairs.
                                                 JACK
                     I've never been to a funeral.
                                                 ANNA
                     It wouldn't be appropriate Jack. Anyway
                     wouldn't your mom worry about you?
                                                 JACK
                                           (SHRUGS)
                     Not really.
                                                 ANNA
                     I'm sure she would. I'll see you
                     tomorrow in class. Have a wonderful
                     birthday.
          Jack nods disappointed.   Anna watches him walk away then
          gets in her car.
                                                                   11.
                         
                         
                         
          INT. ANNA'S CAR - MOMENTS LATER
          Anna slips her key into the ignition. Loud music suddenly
          blares from the car radio. She switches it off. Squeezes
          the bridge of her nose. She pulls out a bottle of pills
          from her bag. It's empty. She rummages in the glove
          compartment. Finds another bottle. Empty. She sighs.
                         
          EXT. ELEMENTARY SCHOOL - MOMENTS LATER
          Jack sits on the bench. Watches Anna drive away. Then
          unzips his backpack. Something moves inside. A strange
          jerky movement. Jack closes the backpack. Glances up
          and down the empty street. Then walks away on his own.
                         
          EXT. STRIP MALL. PHARMACY - DAY
          Anna steps out of the Pharmacy. As she washes down a pill
          with a bottle of water she notices a small Hair Salon.
          Looks critically at herself in the Pharmacy window.
          Anna moves over to the Salon. Reaches for the door
          handle... then hesitates. She's about to walk away when
          the Salon door suddenly opens. Anna smiles shyly as a
          freshly COIFFURED WOMAN politely holds the door for her.
                         
          INT. HAIR SALON - DAY
          Anna leans back against a washbasin.    Her neck tightly
          cradled against the white porcelain.    The light's harsh
          and not particularly flattering. She    closes her eyes.
          Behind her the HANDS of a HAIRDRESSER   in latex gloves
          begin to rinse dye from Anna's hair.
                         ON SINK
          Startling white. A stream of water flows into the sink.
          Then after a moment the spiralling clear water gradually
          turns a deep crimson red.
                         
          INT. MOTHER'S HOUSE. HALLWAY - DAY
          Anna closes the front door behind her. She smiles as
          she catches her reflection in the hallway mirror. Her
          hair a dark vibrant red. Just then, from another room,
          we hear an OLD WOMAN'S hacking cough.
                                  OLD WOMAN (O.S.)
                    Anna?   Is that you?
                                                 ANNA
                    Yes Mother.
                                                                   12.
                         
                         
                         
          INT. MOTHER'S HOUSE. BEDROOM - MOMENTS LATER
          Anna's mother, BEATRICE (50s), sits in bed, knitting with
          swift, violent precision. The bedside table's stacked
          with medication. She's clearly been bed-ridden for some
          time. An electric wheelchair in the corner of the room.
          Anna appears at the door. Beatrice scrutinizes her for a
          second. Then returns to her knitting.
                                                BEATRICE
                    Terrible color.
          Anna moves to the beside table.   Picks up a dirty plate.
                                                ANNA
                    Can I get you something to eat?
                                                BEATRICE
                    I'm not hungry.
                                                ANNA
                    You have to eat.
                                                BEATRICE
                    I don't have to do anything.
                                                ANNA
                    The doctor said--
                                                BEATRICE
                    The doctor's an idiot. He doesn't know
                    what he's talking about.
          Anna sighs. Trying hard not to let her Mother provoke
          her. Beatrice glances up. Anna avoids her look.
                                                BEATRICE
                    Why did you do it? Today of all days.
                                                ANNA
                    What have I done wrong this time?
          Anna goes to the window.   Draws back the curtains.
                                                BEATRICE
                    You've forgotten haven't you?
                                                ANNA
                    No I haven't forgotten.   The service
                    isn't till six.
                                                BEATRICE
                    Then you've got plenty of time to wash it
                    out.
                                                                   13.
                         
                         
                                                ANNA
                    It's permanent. You can't wash it out.
                                                BEATRICE
                    Then dye it back. You can't show up at
                    the funeral looking like that. Like some
                    prostitute.
                                                ANNA
                    I don't look--
                                                BEATRICE
                    Don't argue with me. Why are you
                    constantly arguing with me?
          Anna bites her tongue.    Heads to the door.
                                                BEATRICE
                    Where are you going?
                                                ANNA
                    To do the washing up.
                                                BEATRICE
                    The sheets need changing.    They haven't
                    been changed in months.
                                                ANNA
                    I changed them Monday.
          Anna goes to the cupboard.    Takes out clean sheets.
                                                BEATRICE
                    You weren't here Monday. You never sleep
                    at home anymore. What if something
                    happened to me in the middle of the night?
                                                ANNA
                    Nothing is going to happen to you.
                                   ANYWAY DIANE--
                                                BEATRICE
                                          (SNORTS)
                    Fat lot of good she is. I wouldn't have
                    to pay for a Nurse if my only daughter
                    wasn't living in sin with that lawyer of
                    hers. Doing God knows what. They always
                    leave you in the end. You'll see. Just
                    like your father--
                                                ANNA
                    That's enough Mother!
          Anna dumps the sheets on the bed. As she turns to leave
          Beatrice's hand darts out and grabs Anna's wrist.
                                                   BEATRICE
                    That's it.     Go and cry to Paul.
                                                                     14.
                         
                         
          Anna pulls herself free.   Moves to the door.
                                                BEATRICE
                    Go and bitch to Paul about your mean old
                    mother.
                         
          INT. FUNERAL HOME. VIEWING ROOM - DAY
          A warm intimate room. Peaceful. Rows of chairs filled
          with ELDERLY MOURNERS. Eliot stands respectfully beside
          a casket. FATHER GRAHAM (50s) reads at a lectern.
                                                FATHER GRAHAM
                    We have entrusted our brother James
                    Hutton to God's mercy in sure and...
                         
          EXT. FUNERAL HOME. DRIVEWAY - CONTINUOUS
          Anna, in a black dress, walks quickly along the gravel
          driveway. She stops. Stares out over the cemetery.
                                 FATHER GRAHAM (O.S.)
                    ...certain hope of the resurrection to
                    eternal life through our Lord Jesus
                    Christ, who died and rose again for us.
                         
          INT. FUNERAL HOME. VIEWING ROOM - MOMENTS LATER
          Anna slips into the back of the room. Eliot leads MRS.
          HUTTON (60s) to the body of her husband, JAMES HUTTON
          (70S), lying in the casket. Mrs. Hutton touches a
          bouquet of white roses by the casket.
                                 MRS. HUTTON
                    White roses. They were his favorite.
                    How did you know?
                                                ELIOT
                    They just seemed appropriate somehow.
                                 MRS. HUTTON
                    He looks so peaceful. As if he's only
                    sleeping.
          Anna approaches Mrs. Hutton.   She doesn't notice Eliot
          watching her carefully.
                                                  ANNA
                    Mrs. Hutton.    I'm so sorry.
                                 MRS. HUTTON
                    Thank you Anna. You were always his
                    favorite student.
                                                                    15.
                         
                         
          Anna smiles awkwardly.     Uncomfortable.
                                    MRS. HUTTON
                       How's your mother?
                                                    ANNA
                       Fine.   She sends her condolences.
                                    MRS. HUTTON
                       You look tired dear.
                                                    ANNA
                       No.   I'm fine. Everything's fine.
          But we can see in her eyes that everything's not fine.
          Mrs. Hutton nods, then turns to greet another MOURNER.
          Anna steps nervously up to the coffin.
                         ANNA'S POV
          James Hutton lies peacefully amongst the velvet trimming.
          Suddenly his LIPS PART... as he GASPS SOFTLY.
                         VIEWING ROOM
          Anna steps back terrified. Stares at Hutton. His face
          serene again. It must have been her imagination. She
          glances up quickly. Embarrassed.
          Eliot's still observing her.     He nods to her cordially.
                         
          INT. FUNERAL HOME. ELIOT'S ROOM - DAY
          A spartan room at the top of the house. Eliot carefully
          pins a POLAROID of Hutton lying in a coffin to the wall.
          Next to Hutton's photograph, we briefly glimpse the edge
          of ANOTHER POLAROID.
          Eliot stares intently at Hutton's image for a moment,
          then takes off his jacket and moves to the window.
                         ELIOT'S POV
          Anna's by her car rummaging in a bag for her keys.
          Getting increasingly frustrated.
                         
          EXT. FUNERAL HOME. DRIVEWAY - DAY
          Anna suddenly looses it. Angrily dumps the contents of
          her bag onto the driveway. She kneels down. Grabs the
          keys. Throws the rest of her things back into the bag.
          She stands. Leans against the car. She looks weary.
          She glances up at the sky desperately trying to hold back
          her tears. Black storm clouds gather on the horizon.
                                                                    16.
                         
          Anna brusquely wipes away her eyes with the back of her
          hand. Pulls herself together. Angry with herself.
                         
          INT. FUNERAL HOME. ELIOT'S ROOM - DAY
          Eliot watches intently as Anna drives away.
                         
          INT. RESTAURANT - EVENING
          Paul sits at a window table. It's raining hard outside.
          He glances at his watch then nervously checks his
          pockets. Pulls out a RING BOX. He looks at it for a
          moment then slips it back into his pocket.
          As he refills his glass, Anna appears outside holding her
          raincoat above her head. She stares at Paul for a moment
          through the window marbled with rain.
          Paul suddenly notices Anna at the window.   He starts.
          Spills some of his red wine on his shirt.
          CLOSE on the red stain. It unfurls like a flower.
          Spreading out over the white material.
                                 ANNA (O.C.)
                    Sorry about that.
          Paul dabs the stain with a napkin.
                                                PAUL
                    You scared the life out of me.
          Anna laughs as she sits down.   Paul looks up at her.
                                                 PAUL
                    Your hair.
                                                ANNA
                    You don't like it.
                                                PAUL
                    I didn't say that. It's just very...
                    red. I mean it's not really you is it?
          A WAITER appears at the table before Anna can reply.
                                                WAITER
                    Are you ready to order?
                                                  PAUL
                    Yes.    We'll have the duck.
                                                 ANNA
                    Paul.
                                                                  17.
                         
                         
                                                  PAUL
                    What?    You always have the duck here.
                                                ANNA
                           (picks up the menu)
                    I don't always have the duck.
          Paul shrugs. Pours Anna some wine as she looks through
          the menu. The Waiter taps his pen on his pad
          impatiently. Anna sighs. Puts the menu aside.
                                                ANNA
                    I'll have the duck.
          Paul smiles as the Waiter leaves. Anna tries to ignore
          him. But after a second she can't help smiling back.
                                                PAUL
                    The duck is very good.
          Anna's smile broadens. The tension between them broken
          for the moment. Paul reaches across. Touches her hand.
                                                PAUL
                    Let's not argue tonight.    OK?
                                                 ANNA
                    OK.
          Anna takes a sip of wine.
                                                ANNA
                    This is good.
          She picks up the bottle.    Checks the label.
                                                ANNA
                    And looks very expensive...
                                          (SMILES QUESTIONINGLY)
                    What's the special occasion?
          Paul's momentarily thrown. He tries to cover it by
          rearranging his napkin. Anna notices.
                                                PAUL
                           (suddenly very serious)
                    Actually there is something I need to
                    talk to you about.
          Now Anna's nervous.
                                                PAUL
                    I've been offered a transfer to head
                    office in Chicago.
          Anna looks down.   Stares at her hands on the table.
                                                                   18.
                         
                         
                                                PAUL
                    It'll mean more work of course. More
                    responsibility. A lot of changes. But
                    it's an incredible opportunity. I'd be
                    crazy to turn it down. And...
                                          (NERVOUS)
                    ...well I've been thinking. Maybe it's
                    time for us to...
          Paul pauses as he reaches inside his jacket.
                                                ANNA
                           (without looking up)
                    You're going to leave me.
          Paul's stunned.   Speechless.   Before he can say anything--
                                                ANNA
                    You could've just told me this morning.
                    You didn't need to buy me off with an
                    expensive meal.
          Paul reaches for her hand.     Anna gets up to leave.
                                                 PAUL
                    Anna wait.
                                                ANNA
                    Why did you lie to me? You promised
                    everything was going to be OK.
                                                PAUL
                                          (INCREASINGLY FRUSTRATED)
                    Don't be ridiculous. Anna. You've got
                    it all wrong.
                                                ANNA
                    I'm not being ridiculous. Why do you
                    always talk to me like I'm a small child?
                                                 PAUL
                            (as if talking to a small child)
                    Anna.
                                                ANNA
                    See? There you go again.      Do you know
                    how irritating that is?
                                                PAUL
                                          (LOSES IT)
                    Jesus. Can't we just have one fucking
                    meal without arguing--
                                                 ANNA
                    Fuck you!
          The other DINERS turn and stare at them. Paul glances at
          them embarrassed. Anna doesn't notice. Upset.
                                                                   19.
                         
                         
                                                PAUL
                    Keep your voice down, everyone's watching.
                                                 ANNA
                    FUCK YOU!
                                                PAUL
                    You're crazy. You know that?      Just like
                    your mother.
                                                ANNA
                    I'm nothing like my mother!
          Anna grabs her coat.   Pushes her way through the restaurant.
                                                PAUL
                                          (STANDS)
                    I'm not running after you this time Anna.
                                                 ANNA
                    Good.
          Paul's suddenly aware that everyone's looking at him. He
          quickly sits down. Drains his glass of wine. Furious.
                         
          INT/EXT. ANNA'S CAR - NIGHT
          Anna closes the car door.   It's still raining hard outside.
          Her hair, perfect minutes ago, is now bedraggled. Her make-
          up's running. She places her hands on the steering wheel.
          Trying desperately to pull herself together.
          Suddenly. THUMP. Anna jumps. Turns. Paul's at the car
          window. He thumps the glass again. Anna hits the locks.
                         
          EXT. RESTAURANT. PARKING LOT - CONTINUOUS
          Paul grabs the door handle.
                                                PAUL
                    Anna. Open the door. Please. I want
                    you to come with me. I want to...
                         
          INT/EXT. ANNA'S CAR - CONTINUOUS
          Anna can't hear him above the sound of the RAIN HAMMERING
          onto the car. She shakes her head. Puts the car in drive.
                         
          EXT. RESTAURANT. PARKING LOT - CONTINUOUS
          Paul stumbles aside as Anna's car pulls away. She stops
          at the parking lot exit a short distance away.
                                                                       20.
                         
                         
                         
          INT/EXT. ANNA'S CAR - CONTINUOUS
          Anna looks up into the rearview mirror.
          ON REARVIEW MIRROR
          Paul stands forlornly in the rain.      Their eyes meet.
                         ANNA'S CAR
          She hesitates.       For a moment we think she might go back
          to him...
                         
          EXT. RESTAURANT. PARKING LOT - CONTINUOUS
          ... but then Anna pulls out and drives away. Leaving Paul
          alone in the parking lot. The rain pounding the asphalt.
                         
          INT/EXT. ANNA'S CAR. HIGHWAY - NIGHT
          Anna peers through the blurred windshield as the wipers
          battle with the TORRENTIAL DOWNPOUR. A LARGE TRUCK plows
          past menacingly on the rain-slicked highway.
          Anna's still upset. She wipes away her tears. On the
          dashboard the kitschy doll bobs its head from side to
          side. Anna picks up her cell phone. Glances down as she
          dials a number. She looks up...
          a WHITE VAN with black tinted windows cuts in front of her.
                                                     ANNA
                       Shit!
          Anna swerves into the next lane.      We hear the blaring
          horn from the car behind her.
                                                  ANNA
                             (into rear-view mirror)
                       OK. OK. I saw you.
                                            (MUTTERING)
                       Jerk.
          The cell phone connects.      We hear Paul's answering machine.
                                                   ANNA
                       Paul? You home yet? Can you pick up?      I
                       just don't want it to end like this.
          Anna drops the phone into her bag on the passenger seat.
          Wipes away the mist on the inside of the glass.
          A TRACTOR TRAILER shudders past loaded with metal pipes.
                                                                        21.
                         
                         
          ON METAL PIPES
          The badly loaded pipes BANG OMINOUSLY against each other.
                                                         CUT TO BLACK.
                         
          INT. FUNERAL HOME. ELIOT'S ROOM - EARLY MORNING
          Darkness.   A bright light comes on.
          CLOSE ON a MAN'S HANDS. Turning slowly under a stream of
          crystal blue water. We pull back. Eliot dries his hands.
          Opens a cabinet. Takes out a pair of latex gloves.
                         
          INT. FUNERAL HOME. PREP ROOM - EARLY MORNING
          A large room. Tall vaulted ceilings. White tiles. Soft
          morning light seeps in from a small round window set high
          on one wall. The room is silent. Still. Like a chapel.
          In the semi-darkness we see a BODY on a porcelain slab
          covered with a white sheet.
          We hear a key turn in a lock. Then another lock.       The
          room's suddenly flooded with a harsh white light.
          Eliot steps inside the room. He takes off his jacket.
          Carefully places it on a coat-hanger. Puts on a pale
          blue smock then snaps on the latex gloves. His every
          move meticulous. Measured. Like a ritual.
          Eliot walks over to the slab, his surgery clogs softly
          clacking against the tiled floor. He looks at the slab
          for a moment then slowly pulls the sheet away
          revealing...
          ANNA'S BODY. Pale and lifeless. An ugly gash above her
          eyebrow. Cracked violet lips. A rip in her black dress
          soaked with a dark stain. She's only wearing one shoe.
          Eliot gently takes off the watch from her stiff wrist.
          Places it inside a brown paper bag. Eases off the shoe.
          Picks up a scalpel from a tray of instruments on a steel
          trolley. Delicately slices open her dress. Peels it off.
          He's about to cut the straps of her RED SLIP when...
          Anna OPENS HER EYES.
          She looks straight at us with unseeing pale blue eyes.
          Strangely Eliot's not surprised.   He calmly steps back.
          Watches her carefully.
          Anna's eyes slowly focus on Eliot.     She's groggy.   Confused.
                                                                   22.
                         
                         
                                                   ANNA
                      Where am I?
          She talks with difficulty.       Her breathe labored.
                                                   ELIOT
                      You're in a funeral home.
                                            (BEAT)
                      You're dead.
          Anna's vacant eyes widen in shock. She struggles to sit
          up but she can't even raise her head. Her body stiff.
          Rigid. Eliot speaks to her calmly. Soothingly.
                                                  ELIOT
                      You had a car accident. It was raining.
                      You hit a truck loaded with metal pipes.
          She looks fearfully at the bloodied dress in Eliot's hand.
                                                  ANNA
                      I'm not dead.
                                                  ELIOT
                      You were pronounced dead eight hours ago.
                      Your blood no longer circulates through
                      your body. Your brain cells are slowly
                      dying. Your body's already decomposing.
                                                  ANNA
                      I'm not dead.
          Eliot looks at her sadly for a moment. He places the
          bloodied dress on the trolley. Then picks up a document.
          Holds it up for her.
                         ON DOCUMENT
          It's Anna's death certificate.
                                   ELIOT (O.C.)
                      This is your death certificate. Cause of
                      death. Massive internal trauma. Time of
                      death. 8.23PM.
                         PREP ROOM
                                                  ELIOT
                      You were dead on arrival. The attending
                      physician signed here...
                             (points to document)
                      ...at 9.45 last night. I picked up your
                      body from the hospital morgue at 12.10
                      this morning.
          Anna stares with horror at her death certificate, then at
          Eliot. He looks away. It pains him to see her so
          distressed.
                                                                     23.
                         
                         
                                                  ELIOT
                    I'm sorry.
          Eliot picks up a sponge from the trolley.   Wets it.
                                                  ANNA
                    Who are you?
          Eliot delicately washes Anna's face. She doesn't flinch
          as he dabs the wound above her eye brow.
                                                ANNA
                    Don't touch me! Why are you touching me?
                                                ELIOT
                    I'm preparing your body. You have to
                    look beautiful for your funeral.
                                                ANNA
                    I'm not dead.
          Eliot sighs wearily.   As if he'd had this conversation
          many times before.
                                                 ELIOT
                    You all say the same thing.
                                          (BEAT)
                    I'm sorry. Maybe you should rest now.
          Eliot peels off his latex gloves and heads for the door.
          As he hangs his pale blue smock on the peg he turns and
          looks at Anna for a moment.
                         ON ANNA
          The lights go off. O.S. the door clicks shut as it locks
          automatically behind Eliot.
                                                ANNA
                                          (SOFTLY)
                    I can't be dead. It's just a nightmare.
                    I'll wake up soon. Wake up.
                         
          INT. PAUL'S APARTMENT. BEDROOM - MORNING
          Paul wakes up. Badly hung-over. Still in his clothes.
          Sunlight streams into the room. Blinding him. He
          reaches across. The bed's empty. He's surprised for a
          moment then remembers the argument the night before.
          He gets up. Sits on the edge of the bed. Lights a
          cigarette. He notices his jacket on the floor. Leans
          down. As he pulls out the BlackBerry from his jacket, the
          RING BOX falls onto the floor. Paul doesn't notice.
                                                                    24.
                         
                         
                         
          INT. PAUL'S APARTMENT. KITCHEN - LATER
          Paul steps into the kitchen. Nervously checking his
          BlackBerry. Nothing. Just then he sees the red light
          blinking on his answer machine. He presses play.
                                                ANNA
                    Paul? You home yet? Can you pick up?       I
                    just don't want it to end like this.
          Paul's relieved. He picks up the phone.   Dials.   We hear
          the ringing on the other end.
                         
          INT. HOSPITAL MORGUE - SAME TIME
          Two technicians, an OLD GUY and his YOUNG PALE ASSISTANT,
          push a NAKED BODY wrapped in plastic through the morgue.
          They jump as they hear the MUFFLED sound of a cell phone.
          The ringing comes from a bag speckled with blood lying on
          a table (we recognize it as Anna's bag). The Assistant
          walks over. Takes out the cell phone.
                                                ASSISTANT
                    It's the schoolteacher's. From the car
                    crash. Should I answer it?
          The ringing stops abruptly.   It's suddenly very silent.
                                                ASSISTANT
                    Someone's in for a surprise.
                                                OLD GUY
                    How many times do I have to tell you? You
                    can't leave their stuff laying around. It
                    should've been returned to the family.
                                                ASSISTANT
                    I've been busy, OK.
                                          (MUTTERING)
                    Like she's really going to need her
                    rollover minutes now.
          As the Assistant reaches for the bag, he notices a
          solitary shoe on the table. He picks it up.
                                                ASSISTANT
                    What shall I do with this?
                                                OLD GUY
                    Where's the other one?
          The Assistant looks round. He can't see the other shoe
          anywhere. He turns to the Old Guy and shrugs.
                                                                      25.
                         
                         
                                                OLD GUY
                    Just burn it. You can't send them back
                    one shoe. It's not respectful.
                         
          INT. PAUL'S APARTMENT. KITCHEN - SAME TIME
          We hear a BEEP.
                                                PAUL
                                          (ON PHONE)
                    You got it all wrong baby. I want you to
                    come to Chicago with me. Look. I'll
                    swing by your place on my way to the
                    office. You know I love you.
                         
          EXT. MOTHER'S HOUSE - DAY
          Paul pulls up to a suburban house. Walks quickly to the
          door, a supermarket bouquet of flowers wrapped in
          cellophane in his hand. He rings the bell. No-one
          answers. He rings again. Knocks hard on the door.
                                                PAUL
                    Anna!
          Still no answer. Paul looks around. Notices the
          driveway's empty. He heads back to his car.
                         
          INT/EXT. PAUL'S CAR - MOMENTS LATER
          Paul's on his cell phone as he drives.    He gets Anna's
          voice mail again.
                                                PAUL
                                          (INTO PHONE)
                    It's me again. I must have just missed you
                    at home. Call me when you get this. OK?
                         
          INT. ELEMENTARY SCHOOL. CORRIDOR - DAY
          Paul strides down an empty corridor. The flowers in his
          hand. Searching for Anna's classroom.
                         
          INT. ELEMENTARY SCHOOL. BIOLOGY CLASSROOM - MOMENTS LATER
          A TEACHER stands in front of the class holding a shell.
                                                TEACHER
                    ... the shell grows slowly...
          The door opens. Paul steps into the classroom.    His
          smile fades as he realizes it's not Anna.
                                                                    26.
                         
                         
                                                 PAUL
                    Oh hi.   I'm looking for Anna Bryant.
          The Teacher quickly moves over.    Hustles Paul to the door.
                                                TEACHER
                                          (INDIGNANT)
                    I'm sorry but you just can't--
                                                PAUL
                    I'm Anna's... fianc�e. Paul Conran.     I
                    thought this was her class.
          The Teacher glances suspiciously at the flowers in his hand.
                                                PAUL
                    We had a little misunderstanding last
                    night.
                                                TEACHER
                                          (HESITATES)
                    She didn't come in today.
          Jack's in the front row.   Following the conversation.
                                                PAUL
                    Did she call in sick?
                                                TEACHER
                    She hasn't called in at all. It's not
                    like her. She always calls in.
          Paul's worried now.   Something's wrong.
                         
          INT. FUNERAL HOME. PREP ROOM - DAY
          Anna lies rigidly on the slab. Her head turned to one
          side. Staring blankly at the wall. Her eyes glazed.
          Suddenly classical music fills the room. Anna frowns.
          Disoriented. She moves her head with difficulty.
          Nervously looks around.
          For a moment she doesn't know where she is. Then she
          sees Eliot by a CD player. She watches with trepidation
          as he approaches her.
                                                ANNA
                    Please don't hurt me.
                                                ELIOT
                                          (SMILES)
                    How can I hurt you?     You're already dead.
                                                ANNA
                    But I'm not dead.
                                                                   27.
                         
                         
                                                ELIOT
                    Then why are you here?
          Anna doesn't know what to say.   She turns her head away.
          A tear falls down her cheek.
                                               ANNA
                    Please. Just let me go. I won't go to
                    the police. I won't tell anyone.
          Eliot moves her head back.   Gently wipes away her tear.
                                                ELIOT
                    You're still in denial. You have to
                    trust me. I'm only here to help you.
          Eliot slides a wooden head-rest under her neck and studies
          her wounds, touching them delicately. Thinking about how
          to conceal them. He turns to a tray of instruments.
          Picks up a needle. Leans over Anna.
          The needle pierces her brow. Sliding cleanly through her
          skin. She doesn't feel any pain as Eliot carefully sews
          the wound. He's meticulous. Clearly very good at his job.
          Eliot glances at his watch. Picks up a SYRINGE and an
          AMPOULE OF AMBER LIQUID. Draws up the amber liquid.
          Anna's alarmed. She tries to pull back.
                                                ELIOT
                    Don't be scared.
                                                ANNA
                    What are you doing?
                                                ELIOT
                    This will relax your muscles. Stop the
                    rigor mortis setting in so I can work on
                    your body.
          He INJECTS Anna in the neck. Just then we hear a car
          pull up on the gravel driveway outside.
                                                ELIOT
                                          (TO HIMSELF)
                    Your mother's early.
          Anna's eyelids feel very heavy. Slowly her eyes close.
          Eliot pulls the white sheet over her body.
                         
          INT. FUNERAL HOME. HALLWAY - MOMENTS LATER
          A Nurse, DIANE (30s) follows Beatrice in her wheelchair
          as Eliot leads them through the hallway.
                                                                   28.
                         
                         
                                                ELIOT
                    I'm so very sorry Mrs. Bryant. It's
                    always so tragic when you lose a child.
                                                BEATRICE
                    I lost her years ago.
          He glances at her curiously.    Then gestures to his office.
                                                ELIOT
                    If you'd care to come to my office we can
                    discuss the arrangements.
                                                BEATRICE
                    I want to see her.
                                                ELIOT
                    But she hasn't been--
                                                BEATRICE
                    I don't care. I want to see her.
          It takes him a second to respond.
                                                ELIOT
                    Of course.
                         
          INT. FUNERAL HOME. PREP ROOM - DAY
          Beatrice leans against the slab staring at Anna's covered
          body. Eliot stands respectfully to one side. In the b.g.
          Diane shivers. The room's cold. Beatrice touches Anna's
          hand through the white sheet. Then uncovers Anna's face.
          The needle's still embedded in her eyebrow.
                                                 ELIOT
                    Ah.   Forgive me.
          Eliot quickly steps forward. Pulls out the needle.    Cuts
          the thread with a pair of large scissors.
                                                ELIOT
                    As I said. I've only just started
                    preparing her.
                                                BEATRICE
                    What's the point of preserving the body
                    if the soul's already left?
                                                 ELIOT
                            (quietly to himself)
                    No.   The soul never leaves.
          Beatrice stares at Anna.
                                                                          29.
                         
                         
                                                   BEATRICE
                       It's us who are left behind. It's us who
                       suffer.
                                             (TO ANNA)
                       Who's going to look after me now? Did
                       you think about that?
          She nods to Diane.    Diane helps her into the wheelchair.
                                                   ELIOT
                       I'll confirm the date with Father Graham
                       this afternoon. Friday as you requested.
                                                   BEATRICE
                       Just do what you think's best.   It's just
                       details.
          Beatrice whirs towards the door.      She suddenly stops.
          Turns to Eliot.
                                                   BEATRICE
                       Oh there is one thing.
                                                   ELIOT
                       Yes?
                                                   BEATRICE
                       Her hair. She was a brunette.    I'd like
                       it back to that color.
                         
          EXT. FUNERAL HOME. DRIVEWAY - DAY
          Eliot watches Beatrice's car drive away.
                         
          INT/EXT. PAUL'S CAR - DAY
          Paul waits in his car outside the Mother's house.        The
          wilting flowers on the passenger seat beside him.
                         PAUL'S POV
          Beatrice's car pulls up. Diane gets out.      Pulls the
          wheelchair out of the car.
                         PAUL'S CAR
          Paul grabs the flowers.
                         
          EXT. MOTHER'S HOUSE - MOMENTS LATER
          Paul strides over as Diane helps Beatrice into her
          wheelchair.
                                                                   30.
                         
                         
                                                   PAUL
                    Mrs. Bryant.
          Beatrice doesn't acknowledge him.   Paul turns to Diane.
                                                 PAUL
                    Hi Diane.   I need to talk to Anna.
          Diane can't look him in the eye.
                                                PAUL
                    What's wrong?
                                                DIANE
                    I think you better come in.
                         
          INT. MOTHER'S HOUSE. BEDROOM - MOMENTS LATER
          Beatrice sits in her wheelchair with her back to the
          door. Paul stops a short distance away.
                                                PAUL
                    What happened? Where's Anna?
                                                BEATRICE
                                          (WITHOUT TURNING)
                    Anna was in a car accident last night.
                    My daughter's dead. That's what
                    happened.
          Paul stares at Beatrice's back in disbelief.
                                                   PAUL
                    A car crash?     When?
          Beatrice turns her wheelchair round to face Paul.
                                                BEATRICE
                                          (IRRITABLY)
                    I don't know.
                                                DIANE
                    They said it happened just before 8.30.
                                                PAUL
                    But... we were at the restaurant...
          Beatrice glares at him.    She clearly blames him for
          Anna's death.
                                                BEATRICE
                    You shouldn't have let her drive in that
                    weather.
          Paul looks down guiltily at the flowers in his hand.
                                                                    31.
                         
                         
                                                PAUL
                    No. She can't be dead.    There must be
                    some mistake.
                                                BEATRICE
                    There's no mistake. We just got back
                    from the funeral home.
          Beatrice pushes a joystick on her wheelchair.   As she
          whirs past Paul she notices the flowers.
                                                BEATRICE
                                          (DRYLY)
                    Flowers? How appropriate.
          Paul's not listening anymore.   Stunned.
                                                PAUL
                    Why didn't you call me?
                                                BEATRICE
                    You took her away from me.   I don't want
                    you anywhere near her.
                         
          INT. FUNERAL HOME. KITCHEN - DAY
          Eliot turns on the taps.   Fills a copper kettle.
                         
          INT. FUNERAL HOME. PREP ROOM - SAME TIME
          Silence. O.S. a shuddering pipe bangs ominously. Anna
          opens her eyes abruptly as if waking from a deep sleep.
          She stares at us. Numb.
                         
          INT. FUNERAL HOME. KITCHEN - MOMENTS LATER
          CLOSE ON an exploding BLUE FLAME from a gas ring.
          We pull back. Eliot places a kettle on the ring. Then
          measures out exactly two spoons of tea from an ornate tin
          into a teapot. Meticulous in everything he does.
                         
          INT. FUNERAL HOME. PREP ROOM - SAME TIME
          CLOSE ON Anna's hand. Her fingers FLEX slightly. She
          pushes herself up awkwardly. Suddenly realizes
          something. She touches her wrist. Desperately searching
          for her pulse. Then frantically checks her neck.
          Panicking. She can't find her heartbeat.
          She stares at her hand. Then abruptly SLAMS it against
          the slab. Hard. She feels no pain. She does it again.
          Harder. Still nothing.
                                                                    32.
                         
                         
                                                ANNA
                    I must be in shock.     That's all.   It's
                    just shock.
          She struggles to her feet. Stumbles groggily to the door.
          Tries the door handle. It's locked. She bangs on the
          door feebly. Then she hears something. She cocks her
          head. Follows the sound of Eliot's footsteps upstairs.
                                                ANNA
                                          (HOARSE)
                    Let me out!
                         
          INT. FUNERAL HOME. ELIOT'S OFFICE - DAY
          Eliot's by his desk. Checking his appointment book.
          Whistling softly to himself. We can't hear Anna's cries.
          He pours a cup of tea. Adds a drop of milk. As he stirs
          his tea, he hears the sound of feet CRUNCHING on the
          gravel outside. He glances out the window.
                         ELIOT'S POV
          Paul stands in the middle of the driveway staring blankly
          at the Funeral Home.
                         
          EXT. FUNERAL HOME. DRIVEWAY - MOMENTS LATER
          Eliot steps out of the Funeral Home.     Heads towards Paul.
                                                ELIOT
                    Can I help you?
          Paul turns to him.   Pulled away from his thoughts.
                                                  PAUL
                    Mr. Deane?
                                                  ELIOT
                    Yes.
                                                PAUL
                    My name's Conran.      Paul Conran.
          Eliot smiles.    Holds out his hand.
                                                ELIOT
                    Of course. The lawyer.
                           (off Paul's surprised look)
                    It's a small town. In my line of work
                    you get to know everyone eventually.
          As they shake, Eliot looks at Paul's hand strangely.    As
          if he senses something.
                                                                    33.
                         
                         
                                                PAUL
                    I'm Anna Bryant's fianc�e.
                                                ELIOT
                    That's strange. She wasn't wearing an
                    engagement ring.
                                                PAUL
                    Well not quite fianc�e...
                                                ELIOT
                    I'm very sorry for your loss Mr. Conran.
                                                PAUL
                    I'd like to see her.
                                                ELIOT
                    I'm afraid the viewing isn't until--
                                                PAUL
                    I'd need to see her now.    If that's
                    possible.
                                                ELIOT
                    I'm sorry. It's not possible.     You're
                    not family and--
                                                 PAUL
                    Please.   It'd only take a minute.
                                                ELIOT
                    I understand. But--
                                                 PAUL
                    NO.   YOU DON'T UNDERSTAND!
                         
          INT. FUNERAL HOME. PREP ROOM - SAME TIME
          Anna suddenly hears Paul's loud voice outside.
                                               ANNA
                                         (WEAKLY)
                    Paul! I'm here! Paul!
          She frantically beats her fists against the door.
                         
          EXT. FUNERAL HOME. DRIVEWAY - SAME TIME
          Paul quickly controls his anger.    His eyes smart with tears.
                                                PAUL
                    I tried to stop her.     She didn't hear me.
          Paul's voice breaks with emotion. He can't go on. Eliot
          gently takes him by the elbow. Leads him back to his car.
                                                                     34.
                         
                         
                                               ELIOT
                    Mr. Conran.  There really is nothing I
                    can do. I'm so sorry.
          Paul looks defeated. He simply nods his head.     Eliot
          watches him get into his car and drive away.
                         
          INT. FUNERAL HOME. PREP ROOM - LATER
          Anna sits by the door in the darkness. Suddenly the
          room's flooded with light. Eliot walks in. Looks at
          Anna for a moment. She just stares back at him coldly.
          He heads over to the sink.
                                                ANNA
                    Who was that?
                                                  ELIOT
                    No one.
                                                  ANNA
                    No one?
          A long beat.
                                                  ELIOT
                    It was Paul.
                                                ANNA
                                          (CALMLY)
                    I know. I heard you talking to him.
                    Why didn't you let him see me?
          Eliot smiles. Amused she caught him out.   He continues
          washing his hands.
                                                ELIOT
                    Did you love him?
          Anna looks up sharply.   Eliot's clearly hit a nerve.
                                                ANNA
                    That's none of your business.
          Eliot shrugs.   Dries his hands on a white towel.
                                                ANNA
                    You weren't going to tell me Paul was
                    here, were you?
                                                  ELIOT
                    No.
                                                  ANNA
                    Why not?
                                                                   35.
                         
                         
                                                ELIOT
                    Because it would only hurt you. You have
                    to let go of the living. Just like they
                    have to let go of you.
                                                ANNA
                    I don't believe you.   Why are you doing
                    this to me?
          He shakes his head as he drops the towel into a small bin.
                                                ELIOT
                    You're all the same. You all blame me
                    for your death. As if it were my fault.
                                               ANNA
                    No. You drugged me.    So my mother
                                   WOULDN'T--
                                                ELIOT
                    The others. They just see you as a dead
                    body on a slab. Only I can see you as
                    you really are.
                                                ANNA
                    You're crazy!
          Eliot's taken aback.    Hurt.
                                                ELIOT
                    I'm a busy man. I don't have time for this.
          He heads to the door. Pulls out his keys and unlocks it.
          Just then he remembers something. Turns to her.
                                                ELIOT
                    Oh I nearly forgot.    How tall are you?
                                                  ANNA
                    What!?
          He looks her up and down.   Gauging her height.
                                                  ELIOT
                    Five seven.
                                                  ANNA
                    Why..?
                                                ELIOT
                    I need to know how tall you are.   For
                    your coffin.
          Anna's stunned. Eliot looks at her for a moment.     Then
          switches off the main lights.
                                                                  36.
                         
                         
                                                 ANNA
                    Wait!
          He ignores her.   The door CLICKS shut behind him.
                         
          INT. FUNERAL HOME. HALLWAY - MOMENTS LATER
          Eliot steps into the hallway. Stops by a vase of
          flowers. He plucks a dead petal. Crushes it. Curiously
          sniffs his fingers. Then heads to the casket room.
                         
          INT. FUNERAL HOME. PREP ROOM - DAY
          CLOSE ON Anna's face. She looks empty. Dispirited.
          Just then something catches her attention...
          The light from the window glints off a pair of LARGE
          SCISSORS on the steel trolley. Anna stumbles to the
          trolley. Feeling her way through the semi-darkness.
          Grabs the scissors.
          Just then she notices a BODY, covered with a white sheet,
          lying on a gurney in the corner. She turns away.
          Scared. But then, almost against her will, she
          approaches the gurney. As if drawn to the body. She
          slowly pulls the sheet away...
          The dead body of an OLD WOMAN. Staring blindly at Anna
          with cloudy opaque eyes. Long greasy gray hair. Shaken,
          Anna pushes herself against the wall.
                                                 ANNA
                    Oh God.   Please. I don't want to die.
                         
          INT. JACK'S HOUSE. KITCHEN - DAY
          Jack carefully cuts something out of a local newspaper.
          The loud sounds of a TV blare from another room.
                         ON NEWSPAPER
          Schoolteacher Dies in Tragic Car Crash.
                         
          INT. JACK'S HOUSE. LIVING ROOM - MOMENTS LATER
          The curtains are drawn. JACK'S MOTHER sits in an
          armchair with her back to us watching TV. Jack walks in.
                                                JACK
                    You were supposed to pick me up from
                    school yesterday.
          His mother doesn't reply.   Jack moves in front of the TV.
                                                                    37.
                         
                         
                                                   JACK
                       I waited.
          His mother doesn't respond.
                         
          EXT. STREETS - DAY
          Jack furiously cycles through empty streets. Past
          identical suburban houses with identical prim lawns. He
          stops suddenly. Considering something. Then turns and
          cycles away purposely.
                         
          EXT. FUNERAL HOME - DAY
          Eliot walks out of the funeral home. We pull back. Jack
          stands by his bicycle in the bushes watching him. Eliot
          looks up. As if sensing someone was spying on him. Jack
          steps back quickly behind a tree.
                         
          INT. POLICE STATION - DAY
          A POLICE OFFICER talks on the phone as Paul walks in.
                                                   POLICE OFFICER
                                             (INTO PHONE)
                       Hang on a sec.
                                             (TO PAUL)
                       Mr. Conran. Heard about your girlfriend.
                       I'm sorry.
          Paul nods.    Clearly doesn't want to talk about it.
                                                   PAUL
                       Is Tom in?
                                                   POLICE OFFICER
                       The captain just stepped out. He won't
                       be long. You can wait in his office if
                       you want.
                                                    PAUL
                       Thanks.   I'll just go and grab a coffee.
          As Paul walks away, the Officer returns to the phone.
                                                   POLICE OFFICER
                                             (INTO PHONE)
                       A buddy of the captain's. Poor guy...
                         
          INT. POLICE STATION. CORRIDOR - MOMENTS LATER
          Paul slides a dollar bill into a coffee machine. Presses
          his selection. Nothing.
                                                                    38.
                         
                         
                                                  PAUL
                       Come on.
          He pushes the button repeatedly.   Then angrily slams the
          side of the machine. Nothing.
                                                   PAUL
                       You piece of shit.
          As Paul turns away, he notices a door with a sign on it:
          AUTHORIZED PERSONNEL ONLY. Paul glances around. Then
          quickly walks over to the door.
                         
          INT. POLICE STATION. GARAGE - MOMENTS LATER
          A dozen wrecked cars. Twisted metal. Paul's footsteps
          echo through the empty garage. It's dark. Out the
          corner of his eye Paul glimpses a SHAPE move quickly
          around a pillar. He stops. Unsettled.
          Just then we hear a WOMAN'S FOOTSTEPS. Her high-heels
          clicking on the concrete floor. There's something
          strange about the sound. UNNATURAL. Paul listens
          nervously. The footsteps grow fainter. Then fade away.
          The garage is silent again. Too quiet.
          Paul moves apprehensively over to Anna's GREEN TOYOTA.
          The car's a mess. One side's completely caved in. He
          touches the car.   Pulls open the door. Squeezes into
          the driver's seat.
                         ANNA'S CAR
          Glass everywhere. Paul glances at the KITSCHY BOBBLEHEAD
          DOLL on the dashboard flecked with blood. He places his
          hands on the steering wheel. Suddenly he hears a strange
          noise. He looks up...
          The KITSCHY DOLL. Its head NODDING SLOWLY. Its smiling
          face now unnaturally sinister. Turning towards us until
          it abruptly stops. Staring straight at us.
          Paul looks at the doll transfixed. Just then a PALE
          WOMAN'S HAND slowly reaches through the window... and
          touches Paul's shoulder. He jumps. Turns.
          ANNA stands by the car. Staring blankly at him.   The
          color drains from Paul's face.
                                   MAN'S VOICE (O.C.)
                       Paul?
          The Police Captain, Tom Peterson, stands by the car where
          Anna was a second ago. He pulls his hand away from
          Paul's shoulder. Looks at him with concern.
                                                                     39.
                         
                         
          Paul gathers his composure. He must have just imagined
          Anna was there. He shoves the door open. He's about to
          step out when he turns back and grabs the Kitschy Doll.
                         GARAGE
          Paul gets out awkwardly.    He can't look Tom in the eye.
                                                  TOM
                    You OK?
                                                PAUL
                                          (UNCONVINCING)
                    I'm fine.
                                                TOM
                    I just found out. I'm so sorry Paul.       If
                    you need anything--
                                                PAUL
                    I need to see Anna.
                                                TOM
                                          (PUZZLED)
                    What do you mean?
                                                PAUL
                    The funeral director won't let me see her
                    Tom. He says I'm not family. Can you
                    talk to him? Put some pressure on him.
                                                TOM
                    I can't do that.
                                                  PAUL
                    Tom.    You're my friend.
                                                   TOM
                    Paul.     I can't do it.
          Paul nods slowly.    Tom notices the Kitschy Doll.
                                                TOM
                    You sure you're OK?
                                                  PAUL
                    I fucked up.
                                                TOM
                    Paul. It was an accident. You should
                    get some rest. Let me drive you home.
                                                PAUL
                    I always fuck everything up.
                                                                    40.
                         
                         
                         
          INT. FUNERAL HOME. BASEMENT CORRIDOR - DAY
          Eliot stops by a thermostat. Studies it for a moment.
          Turns it lower. He glances at his watch. Takes out his
          keys from his jacket and moves over to the Prep Room door.
                         
          INT. FUNERAL HOME. PREP ROOM - MOMENTS LATER
          Anna sits on the slab. Her hands behind her back.    She
          carefully watches Eliot as he pulls on his pale blue
          smock then walks over to a cabinet.
          BEHIND ANNA'S BACK
          her hands clutch the large scissors.
                         PREP ROOM
          Eliot opens a cabinet full of boxes of hair dye with
          photographs of smiling women. As he prepares the dye he
          looks across at Anna. She's staring at something behind
          him. Eliot turns. Sees the uncovered body of the Old
          Woman on the gurney. He quickly walks over. Carefully
          pulls the white sheet over the Old Woman.
                                                   ANNA
                      Who is she?
                                                  ELIOT
                      Mrs. Whitehall.
          He mixes the dye in a bowl as he moves over to Anna.
                                                  ELIOT
                      You shouldn't be afraid of her.   The dead
                      can't harm the dead.
                                                  ANNA
                                            (FORCEFULLY)
                      But I'm not dead!
          Anna's hand suddenly FLIES UP...   she slashes at Eliot's
          face with the SCISSORS.
          The sharp edge misses his cheek by inches. Eliot drops
          the bowl. Stumbles back against the steel trolley.
          Instruments crash to the floor.
          Anna staggers to the door. Her legs weak. Her long lank
          hair falling over her eyes. She frantically wrenches at
          the door handle but it's locked. Eliot gets up. Slowly
          moves towards Anna. She turns. Raises the scissors.
                                                  ANNA
                      Stay where you are.
                                                                     41.
                         
                         
                                                  ELIOT
                             (holds out his hand)
                      Give me the scissors. I only want to
                      help you.
                                                  ANNA
                      Don't come any closer.     I swear to God
                      I'll kill you.
          Eliot walks right up to her.     His face now inches from hers.
                                                  ELIOT
                                            (CALMLY)
                      Go ahead.
          Anna doesn't move. Eliot looks her steadily in the eye.
          He reaches for her hand. Slowly. Deliberately. He brings
          the scissors to his cheek. Then lets go of Anna's hand.
          CLOSE ON ELIOT'S FACE
          The sharp tip pushes into his skin.
                                                  ELIOT
                      Go on.
                         PREP ROOM
          For a moment we think she might do it.      But then she wavers.
                                                  ELIOT
                      What are you waiting for?
          Anna's confidence falters. She slowly lowers her hand.
          The scissors fall onto the floor. Anna looks down
          defeated. Her breath labored. Suddenly she realizes...
                                                  ANNA
                      I'm breathing!
                             (raises her head)
                      Look. I'm still alive!
                                                  ELIOT
                      You think you're still alive because
                      you're still attached to life. It's
                      normal. You're just imagining you still
                      have symptoms of life.
          She's not listening. Eliot takes a roll of paper towels.
          Kneels down, picks up the bowl of dye and mops up the mess.
                                                  ANNA
                      Maybe I was in some kind of coma. The
                      doctors made a mistake. They're always
                      making mistakes.
                                                   ELIOT
                      You died.   Everyone dies.
                                                                     42.
                         
                         
                                                ANNA
                    How can I be dead if we're talking?
          He stands up.    Sighs wearily.
                                                 ELIOT
                    We're talking not because you're alive.
                    But because I have a gift.
                                          (BEAT)
                    I can talk to those between life and death.
                                                  ANNA
                    Why?
                                                ELIOT
                    To help them make the transition.
          Anna's stunned. For the first time we sense a seed of
          doubt in her mind.
                                                ANNA
                    Is this what happens when you die?
                                                ELIOT
                    It depends on how you lived your life.
                                                ANNA
                    What do you mean?
                                                ELIOT
                    Not everyone needs my help. Some let
                    go as soon as their body dies. Others
                    don't let go until long after they're
                    in the grave.
                                                ANNA
                    Am I a ghost? Is that why I'm here?
                                                ELIOT
                    You're here so I can bury you.
          Anna's silent. Trying to make sense of what she's just
          heard. Eliot takes her arm. Leads her to the slab.
                                                  ELIOT
                    Come.    We've wasted enough time already.
          She lies down submissively. Suddenly very tired.       Eliot
          leans over her to apply what's left of the dye.
                                                  ANNA
                                            (WHISPERS)
                    No.    Please. I don't want--
                                                ELIOT
                    You're a corpse. Your opinion doesn't
                    count anymore.
                                                                   43.
                         
                         
                                                ANNA
                    But I can breathe.     I must be alive.
          She weakly pushes him away. Anger flashes across Eliot's
          face, but just as quickly he controls it.
                                                ELIOT
                    You people. You all think that if you
                    breathe, shit, piss you're alive.
          Anna doesn't know what to say.
                                                ELIOT
                    You clutch onto life as if your life was
                    worth clutching onto. Was your life
                    worth clutching onto Anna?
          Anna turns her head away.   Clearly he's struck a chord.
                                                 ELIOT
                    Was it?   Maybe you died a long time ago.
          Eliot rips off his latex gloves.    Tosses them into a bin.
                                                ELIOT
                    I have to tell you I'm surprised you're
                    still arguing with me. You don't have
                    much time left.
                           (gestures to the Old Women)
                    Look. She's accepted her death. Her
                    life has been examined. She has no more
                    regrets. And now she's at peace. She
                    used her time well. You still have so
                    much to learn.
                                                ANNA
                    I have nothing to learn!
                                                ELIOT
                    Are you sure?
          Eliot stands in the doorway. He switches off the light.
          His body silhouetted by the light from the hallway.
                                                ELIOT
                    Your funeral's in three days. Soon
                    you'll be enclosed in a coffin. Then
                    buried in the ground. No-one will hear
                    you then. No-one will talk to you there.
          The door clicks shut behind him. Anna doesn't move.
          Clearly unsettled by Eliot's words. After a moment she
          looks at the Old Woman. She moves over. Hesitantly
          pulls away the white sheet. Stares at the Old Woman
          curiously. Then tentatively touches her cheek.
                                                ANNA
                    Are you cold?
                                                                        44.
                         
                         
          She takes the Old Woman's hand.      Strokes her paper-thin skin.
                                                    ANNA
                      I'm so cold.
          Anna notices the Old Woman's plastic ankle tag.
          ON PLASTIC ANKLE TAG
          Name: Carol Whitehall.     Sex: F.   DOB: 11.02.30.
                         PREP ROOM
                                                  ANNA
                      You had a long life.
          Anna turns back.   Studies the Old Woman's serene face.
                                                   ANNA
                      You look so peaceful.
                                            (BEAT)
                      Aren't you scared?
          Anna's eyes fill with tears.
                                                    ANNA
                      I'm scared.    I'm so scared.
                         
          INT. JACK'S HOUSE. BEDROOM - NIGHT
          Jack lies in bed staring at the ceiling. On his bedside
          table an alarm clock reads 2.38AM. He looks across at an
          Anglepoise lamp in the corner of the room bent over an open
          shoebox. He gets up. Walks towards the muted light.
          The SMALL CHICK huddles in the shoebox. It looks dead even
          though it's eyes are open. Jack's about to reach into the
          box. Then changes his mind. He looks at the lamp. Switches
          it off. After a moment he switches it back on again.
                         
          INT. PAUL'S APARTMENT. LIVING ROOM - NIGHT
          Paul stands motionless in the middle of the room. Staring
          blankly into space. The room feels empty and depressing.
          He suddenly looks around. Not quite sure why he came into
          the room in the first place. He moves over to a CD player.
          Mechanically switches it on. Music fills the room. He
          turns the volume higher. Then all the way up. The music's
          unbearably loud but Paul just stands there. Numb.
                         ON PAUL
          The music's strangely distorted now.        Almost silent.   As
          if we were inside Paul's head.
                                                                    45.
                         
                         
                         
          INT. FUNERAL HOME. PREP ROOM - NIGHT
          Anna lies on the slab. Curled in a fetal position. O.S.
          we hear the UNNATURALLY LOUD metallic drip of a faulty
          faucet. Slow. Rhythmical. Anna opens her eyes. Stares
          at us. Terrified. Then she turns her head.
          The Old Woman sits on the other slab. Slowly brushing
          her tangled gray hair with a silver backed brush.
          Anna looks around anxiously. The room is strangely
          larger. The perspective not quite right. Certain
          objects look absurdly small or abnormally large. She
          notices a TINY DOOR. Half hidden by a steel trolley.
          The door's slightly ajar. Anna's surprised.
          The Old Woman shakes her head. Staring blindly at Anna
          with opaque eyes. Anna ignores her. Moves quickly to
          the tiny door. As she approaches, the door seems to grow
          to normal size.
          Then we realize it's Anna who has shrunk. The steel
          trolley now towers high above her. The massive
          instruments on the trolley look like menacing insects
          cast in surgical steel. She opens the door. Revealing a
          solid wall of DARKNESS.
          FROM INSIDE THE DARKNESS
          the small shape of Anna in the doorway. The huge dark
          space engulfs her. The only light comes from the Prep
          Room behind her.
                         PREP ROOM
          Anna reaches forward. Her hand disappears into the thick
          blackness. She snatches her hand back. Scared. Then...
          ...a CHILD'S HAND darts out of the darkness. Grabs Anna's
          wrist. Pulling her in with surprising strength. Anna
          struggles to free herself. But the hand drags her deeper
          into the darkness. The door slams shut behind her.
                         
          INT. DARKNESS
          Anna stands in the black empty space.
                                   GIRL'S VOICE (O.S.)
                      I'm disappointed with you.
          An innocent looking YOUNG GIRL (6) materializes out of
          the blackness. She looks like a young Anna.
                                                    ANNA
                      Who are you?
                                                                   46.
                         
                         
          The Young Girl walks slowly towards Anna.
                                                  GIRL
                      You promised me so many things.
                                            (AMUSED)
                      You don't recognize me?
          Anna shakes her head.
                                                  GIRL
                      I am you. I've been waiting for you.
                      You shouldn't have disappointed me.
          The Girl now looks strangely malevolent. Anna steps back
          terrified. Turns. But there's no door anymore.
                         
          INT. FUNERAL HOME. PREP ROOM - SAME TIME
          The Old Woman stands alone in the middle of the room.
          Braiding her long hair.
                                                  OLD WOMAN
                      You're not ready.
                                          CUT TO A SEARING WHITENESS.
                         
          INT. FUNERAL HOME. VIEWING ROOM - DAY
          A small congregation of MOURNERS sit in the white chairs.
          "AVE MARIA" plays quietly in the b.g. A MAN leans over
          the casket paying his respects.
                         ON CASKET
          The Old Woman.   Her long hair braided.   She looks serene.
                         
          INT. FUNERAL HOME. PREP ROOM - SAME TIME
          "AVE MARIA" filters into the room. Anna opens her eyes.
          She's confused. She gets up awkwardly. Looks around the
          room. The other slab's empty. The Old Woman's gone.
          Anna stumbles over to the trolley. Pushes it aside.
          Desperately searching for the tiny door. She touches the
          wall. There's nothing there. Frustrated she turns to a
          counter crowded with instruments. She sweeps her arm
          across the counter top in rage. Sending everything
          crashing to the floor.
                         
          INT. FUNERAL HOME. VIEWING ROOM - DAY
          The funeral's over. Eliot takes out a wilted bouquet of
          flowers from a vase.
                                                                      47.
                         
                         
          In the b.g. Jack stands half-hidden in the doorway.
          Glancing around in fascination. A flower in his hand.
                                                ELIOT
                           (to Jack without looking up)
                    Can I help you?
          Jack steps back timidly.   Eliot looks up.   Smiles.
                                                ELIOT
                    Then perhaps you can help me.
                           (holds up the withered flowers)
                    Could you throw these away for me?
          Jack nods hesitantly.   Moves over and takes the flowers.
                                                 ELIOT
                    Thank-you.
          Eliot turns and arranges fresh flowers in the vase.
                         ON JACK
          as he looks at the wilted flowers.    He crushes a petal
          then sniffs his fingers.
                                 ELIOT (O.C.)
                    There's no life left in them.
                         VIEWING ROOM
          Jack looks up.   Eliot's watching him carefully.
                                                ELIOT
                    They belong in the garbage.
          Jack turns to leave.
                                                ELIOT
                    I've seen you round here before.
          Jack's suddenly nervous.
                                                ELIOT
                    Did you know Mrs. Whitehall?
                                                JACK
                    I thought it was Miss Bryant's funeral.
                                                ELIOT
                    Ah. Miss Bryant. No.       Her funeral's not
                    until Friday.
                                                JACK
                    Where is she now?
          Eliot considers the question for a moment.
                                                                    48.
                         
                         
                                                ELIOT
                    She's downstairs.
                                                   JACK
                    Why?
                                                 ELIOT
                    Why?  Because she's not ready.
                                          (BEAT)
                    Is the flower for her?
                                                 JACK
                                          (NODS)
                    She was my teacher.
                                                   ELIOT
                    And you are?
                                                   JACK
                    Jack.
          Jack holds out his hand. A serious look on his face.
          Eliot's amused. He shakes Jack's hand.
                                                    ELIOT
                    Well Jack.      What did you think?
                                                   JACK
                    About what?
                                                ELIOT
                    Mrs. Whitehall's funeral.     Did you find
                    it interesting?
                                                JACK
                                          (SHRUGS)
                    It was OK I guess.
                                                   ELIOT
                    Oh.    I see.
                                                JACK
                    Are all funerals the same?
                                                ELIOT
                    No Jack. They're never the same. Each
                    one is special. The dead always speak to
                    us in different ways.
                                                JACK
                                          (CURIOUS NOW)
                    What do you mean?
          Eliot finished arranging the flowers.     He glances at his
          watch. Smiles at Jack.
                                                ELIOT
                    It was a pleasure talking to you Jack.
                                                                   49.
                         
                         
          Jack's intrigued.   He watches Eliot walk out of the room.
                         
          INT. FUNERAL HOME. BASEMENT CORRIDOR - MOMENTS LATER
          As Eliot heads to the Prep Room, we hear a MUFFLED CRASH
          from inside. Eliot quickly pulls out his keys. Moves to
          the door. Just then Eliot hears a creaking sound behind
          him. He turns. Jack's at the top of the stairs.
          Staring down curiously at the Prep Room door.
          Eliot observes him cautiously. Did Jack hear the sound
          as well? Jack looks back at Eliot. Smiles. Then
          without a word, turns and heads back up the stairs.
                         
          INT. FUNERAL HOME. PREP ROOM - MOMENTS LATER
          Anna sits on the floor in the middle of the room.
          Hugging her legs to her chest. Rocking to and fro.
          Surrounded by broken glass, torn papers and instruments.
          Eliot enters the room. Coldly surveys the destruction.
                                                ELIOT
                                          (ANGRY)
                    Why did you do this?
          Anna ignores him.   Eliot strides over to her.
                                                ELIOT
                    WHY DID YOU DO THIS?
          Anna stares at him blankly.
                                                ANNA
                    Is this the afterlife?    Am I in heaven?
                    Or am I in hell?
          Strangely Eliot's not surprised.   He nods his head.   His
          anger gone now.
                                                ANNA
                    The door...
                                          (POINTS DISTRACTEDLY)
                    There was a door. Just there.
                                                ELIOT
                                          (GENTLY)
                    It won't be long now.
                                                ANNA
                    I used to believe in God. I thought I'd
                    see him when I died. Instead I saw you.
          Eliot softly strokes her hair.    Comforting her.
                                                                     50.
                         
                         
                                                ANNA
                                          (WHISPERS)
                    Maybe you are God.
                                                ELIOT
                    You'll be at peace soon.     I promise.
          For a moment we see a deep sadness in Eliot's eyes. He's
          conflicted. But then abruptly he pulls himself together.
          Moves away and starts clearing up. Anna closes her eyes.
          Hugs her legs closer to her chest.
                                                 ANNA
                    Paul.
          She lets out a DESPONDENT SIGH.   The SIGH carries into
          the next scene...
                         
          EXT. CEMETERY - DAY
          The tall trees stand motionless amongst the graves. A
          sudden GUST OF WIND bends the dense foliage. Their
          leaves ripple. Languid and fluid like a wave. RUSTLING
          EERILY. The sound almost malevolent.
                         
          INT. PAUL'S APARTMENT. BEDROOM - DAY
          Paul's red-rimmed eyes snap open. He lies on his bed
          fully clothed. An empty bottle of bourbon on the bedside
          table. Behind him the curtains stir.
          The KITSCHY DOLL'S head begins to slowly nod. Turning
          towards us. We hear the eerie rustling sound again.
          Like a MURMURING WHISPER...
                                  ANNA (O.S.)
                                           (WHISPERS)
                    Paul.
          Paul turns quickly. Sees the open window. It's only the
          wind. He shivers. It suddenly got very cold. He gets
          up and closes the window. The WHISPERING starts again.
          This time from the bathroom.
          Paul walks over to the bathroom door. As he touches the
          door handle... the whispering STOPS. Paul hesitates.
          The room's strangely silent. He slowly opens the door...
                         
          INT. PAUL'S APARTMENT. BATHROOM - CONTINUOUS
          Nothing. The bathroom's empty. Paul looks around
          nervously. He catches the reflection of his pallid face
          in the mirror. Leans wearily against the washbasin.
                                                                    51.
                         
                         
          Water DRIPS from a leaky pipe. The fluorescent bulb over
          the mirror CRACKLES softly. Paul turns on the taps.
          Splashes cold water on his face. He's about to reach for
          a towel when he senses something. He cocks his head
          slightly. A feeling.
          He turns and checks out the bathroom. Nothing. Paul
          dries his face. As he replaces the towel... the sound of
          dripping water ABRUPTLY STOPS. Silence.
          Suddenly the SHOWER STARTS RUNNING.
          Paul's paralyzed with fear. Steam wreathes the room in a
          cloud of vapor. He turns slowly towards the shower.
                         PAUL'S POV
          Anna stands in front of the shower with her back to him.
          She slips off her bathrobe and hangs it on a hook. Then
          her hand moves to her chest. There's a STRANGE WET
          SUCKING sound...
          ...as Anna rips out her heart and hangs it casually on
          the hook next to her bathrobe.
          ON THE STILL BEATING HEART
          dripping crimson blood onto the bone white tiles.
                         BATHROOM
                                                    PAUL
                                              (WHISPERS)
                       Anna.
          Anna turns slowly. Her skin's like alabaster. Unnaturally
          translucent. A bloody gash where her heart used to be.
          The steam from the shower curls around her like a mist.
          She looks hauntingly beautiful. Mesmerizing. A line of
          thick black fluid trickles from her nose. Paul turns
          away. Horrified. When he turns back a second later
          Anna's not there. The bathroom's empty. The shower's
          not even running.
                         
          INT. JACK'S HOUSE. KITCHEN - EVENING
          Jack opens the fridge. It's almost empty. He takes out
          a carton of milk. Sniffs it. Recoils from the smell.
          From the living room we hear the LOUD sound of a TV.
                                                     JACK
                                               (SHOUTS)
                       Mom!    We're out of milk.
          There's no reply.      Jack grabs his jacket.
                                                                   52.
                         
                         
                         
          INT. FUNERAL HOME. PREP ROOM - EVENING
          Anna's still sitting on the floor. The place is clean
          and ordered again. She watches Eliot unzip a garment
          bag. He lifts out a plain black dress.
                                                    ANNA
                      What's that?
                                                  ELIOT
                      It's your dress. For your funeral. Your
                      mother brought it round this morning.
          As Eliot takes out a pair of shiny black shoes from a
          plastic bag, Anna moves haltingly over to the dress. She
          touches the material puzzled.
                                                  ANNA
                      This isn't my dress.
                             (realizes with shock)
                      This is my mother's dress! It was
                      supposed to be for her funeral. Why has
                      she given it to me?
          Eliot starts folding the plastic bag. He notices
          something else inside. He opens the bag. Hesitates then
          takes something out.
          ON ELIOT'S HAND
          An old-fashioned wooden rosary.
                         PREP ROOM
          Eliot looks at it for a moment. Then glances over at
          Anna. She's still staring at the dress. He opens a
          drawer beneath the counter. It's full of rosaries and
          printed Holy cards. He quickly drops the rosary into the
          drawer. Closes it. Then turns back to Anna.
                                                  ANNA
                      It should have been her not me.
                             (turns to Eliot)
                      She was the one dying. Not me.
          Eliot unlocks the door. Jams it open with a door stop.
          Slips his keys back into his jacket pocket. Takes off
          his jacket and hangs it up. He moves over to a
          collapsible gurney folded on the floor. Bends down and
          snaps open the side-rails. Anna looks at the open door.
                                                  ANNA
                      I'm not ready to die.
          Eliot looks up at Anna sadly.
                                                                   53.
                         
                         
                                                  ELIOT
                      Why are you still struggling?
                                                  ANNA
                                            (PLAINTIVELY)
                      I'm not ready to die.   Not yet.
          She glances at the open door again.    Eliot follows her look.
                                                  ELIOT
                      There's nothing out there for you
                      anymore.
          As Eliot turns back to the gurney, Anna notices Eliot's
          jacket hanging beside her. Realizes the KEYS are in the
          pocket. She quickly glances back at Eliot. He's still
          busy adjusting the gurney. She leans over to his jacket.
                         ON ELIOT
          as he gets up and turns to Anna.
                         PREP ROOM
          Anna looks at him calmly. We can't tell if she managed to
          get his keys or not. Eliot pulls on his jacket and wheels
          the gurney through the door. He steps back into the room.
          Nudges the door stop away with his foot.
                                                  ELIOT
                      I'll be back soon.
          The door locks behind him with a CLICK.
                         
          EXT. FUNERAL HOME. DRIVEWAY - MOMENTS LATER
          Eliot pushes the gurney to a WHITE VAN with black tinted
          windows (Note: The same kind of van that cut in front of
          Anna just before the accident).
                         
          INT. FUNERAL HOME. PREP ROOM - SAME TIME
          Anna listens anxiously to the CRUNCH of Eliot's feet on
          the gravel outside. After a moment she hears the van
          drive away. She unfurls her fist revealing Eliot's keys.
                         
          INT/EXT. ELIOT'S VAN. STREETS - MOMENTS LATER
          As Eliot slides in a CD he notices the fuel gauge. He's
          low on gas. He glances into his rear-view mirror and
          makes a left turn.
                                                                  54.
                         
                         
                         
          INT. FUNERAL HOME. PREP ROOM - SAME TIME
          Anna staggers to the door. There's at least a dozen keys.
          She frantically chooses one and shoves it into the lock.
                                                ANNA
                           (begging the door to open)
                    Please.
          It doesn't fit. She's panicking. She fumbles for
          another key. It almost fits. She forces it. The key
          SNAPS OFF LOUDLY in the lock.
                                                ANNA
                    No!
          Anna looks around desperately. Sees a tray of instruments
          on the steel trolley. She scrambles over. Finds a pair of
          surgical pliers. She moves back to the door.
                         
          EXT. GAS STATION - LATER
          Eliot replaces the pump nozzle.   Walks over to the cashier.
                                                CASHIER
                    Thirty-four fifty.
          In the b.g. Jack, a carton of milk in his hand, steps out
          of the gas station. Eliot doesn't notice him as he pulls
          out a roll of notes. Hands over two twenties. Then he
          frowns. Something's wrong. He checks his pockets again.
          He can't find his keys. He walks quickly away.
                                                 CASHIER
                    Sir.   Your change.
          Eliot ignores him. Scrambles into his van. Intrigued,
          Jack watches Eliot drive away. Then unlocks his bicycle.
                         
          INT. FUNERAL HOME. PREP ROOM - SAME TIME
          Anna's still trying to pry out the broken key.
                                                ANNA
                                          (DESPERATELY)
                    Come on. Come on.
                         
          INT/EXT. ELIOT'S VAN. STREETS - SAME TIME
          Eliot's at a red light. Drumming his fingers in
          frustration as he waits for the light to change.
                                                                    55.
                         
                         
                         
          INT. FUNERAL HOME. PREP ROOM - MOMENTS LATER
          Finally Anna pulls out the broken key. Quickly chooses
          another. Turns it gently. Again it doesn't fit. Anna's
          hysterical now. She tries the next key. It fits! She's
          stunned for a second. Then pulls open the door.
                         
          INT/EXT. ELIOT'S VAN. STREETS - SAME TIME
          Eliot turns sharply into a small road by the cemetery.
                         
          INT. FUNERAL HOME. ENTRANCE HALL - NIGHT
          Anna staggers to the front door. She pulls at the door.
          It won't open. Frantically she finds the key. Unlocks the
          door, leaving the keys in the lock. As she opens the door,
          HEADLIGHTS sweep across the hallway.
                         ANNA'S POV
          Eliot's van pulls up in front of the house.
                         ENTRANCE HALL
          Anna's trapped. We hear the CRUNCH of Eliot's footsteps
          on the gravel outside. Anna looks round desperately.
                         
          EXT. FUNERAL HOME. DRIVEWAY - NIGHT
          Eliot reaches the front door. It's slightly ajar.   He
          pushes it open. Steps warily inside.
                         
          INT. FUNERAL HOME. ENTRANCE HALL - CONTINUOUS
          Eliot looks around. The entrance hall's empty.   Then he
          notices the keys in the lock.
                         
          INT. FUNERAL HOME. KITCHEN - MOMENTS LATER
          It's dark. Anna pulls at the back door. It won't budge.
          She panics. Sees a kitchen knife on the counter.
          Quickly grabs it. As she steps back, she knocks over a
          metal bucket. The sound's DEAFENING in the silent house.
                         
          INT. FUNERAL HOME. ENTRANCE HALL - CONTINUOUS
          Eliot hears the NOISE. Smiles. He calmly locks the door
          and puts the keys into his pocket. Moves down the
          hallway towards the kitchen.
                                                                       56.
                         
                         
                         
          INT. FUNERAL HOME. KITCHEN - MOMENTS LATER
          Eliot switches on the light.   The kitchen's empty.    He
          steps back into the hallway.
                         
          INT. FUNERAL HOME. HALLWAY - CONTINUOUS
          He stands very still.    Watching.   Waiting.   We pull back.
          JUST AROUND THE CORNER
          Anna pushes herself against the wall clutching the knife.
                         HALLWAY
          Eliot turns towards her... then at the last moment
          changes his mind. Heads in the opposite direction
          towards the viewing room.
                         
          INT. FUNERAL HOME. VIEWING ROOM - MOMENTS LATER
          Eliot steps carefully into the viewing room. Looks
          around. Just then we hear the sound of bare feet
          STAMPING along the hallway behind him.
                         
          INT. FUNERAL HOME. ENTRANCE HALL - SAME TIME
          Anna runs to the front door. It's locked. She glances
          around anxiously. Sees a staircase leading upstairs.
          She weakly stumbles up the stairs.
                         
          INT. FUNERAL HOME. UPSTAIRS CORRIDOR - MOMENTS LATER
          Anna walks along the corridor. She peers into a room.
          Notices a TELEPHONE on a table. She moves over to the
          telephone. The door CREAKS closed behind her.
                         
          INT. FUNERAL HOME. ENTRANCE HALL - SAME TIME
          Eliot hears the CREAKING DOOR upstairs.    He cocks his
          head upwards. Straining to listen.
                         
          INT. FUNERAL HOME. UPSTAIRS ROOM - MOMENTS LATER
          Anna frantically punches the buttons on the phone.
                         
          INT. PAUL'S APARTMENT. KITCHEN - SAME TIME
          A telephone RINGS in the empty kitchen.
                                                                 57.
                         
                         
                         
          INT. FUNERAL HOME. UPSTAIRS ROOM - SAME TIME
          Anna rocks back and forth as she anxiously listens to the
          RINGING on the other end.
                                                ANNA
                                          (DESPERATELY)
                    Please pick up. Please pick up.
                         
          INT. FUNERAL HOME. STAIRS - SAME TIME
          Eliot slowly climbs the stairs.
                         
          INT. PAUL'S APARTMENT. KITCHEN - SAME TIME
          The phone continues to RING. We pull back. Paul stares
          at the phone blankly. A drink in his hand. He looks
          worse than before. Dark circles under his eyes.
                         
          INT. FUNERAL HOME. UPSTAIRS ROOM - SAME TIME
          Anna glances back to the door in panic.
                                                 ANNA
                    Paul.   Please pick up.
                         
          INT. PAUL'S APARTMENT. KITCHEN - SAME TIME
          Finally Paul reaches across and picks up the phone.
                         
          INT. FUNERAL HOME. UPSTAIRS ROOM - SAME TIME
          Anna cups her hand around the mouthpiece.
                                               ANNA
                                         (FRENZIED WHISPER)
                    Paul. I'm here.
                         
          INT. PAUL'S APARTMENT. KITCHEN - SAME TIME
                                 ANNA (O.S.)
                                          (FILTERED)
                    Help me Paul.
          Anna's HOARSE DISTORTED VOICE sounds almost malevolent.
          Paul's stunned. He stares at the phone as if it was
          possessed. Then slowly puts it down.
                                                PAUL
                    Leave me alone.
                                                                    58.
                         
                         
                         
          INT. FUNERAL HOME. UPSTAIRS ROOM - SAME TIME
          Anna looks at the phone in disbelief. The MONOTONOUS
          TONE DRONES in the ear piece. She doesn't notice Eliot
          appear in the doorway.
                                                   ANNA
                      Paul.
          Suddenly the light comes on.
                                                  ELIOT
                      I'm the only one who can hear you now.
          Anna drops the phone. Backs away towards a window.      Eliot
          walks over and calmly replaces the phone.
                                                  ELIOT
                      I'd be very careful if I were you. The
                      dead have such a hold over the living.
                                                  ANNA
                      What do you mean?
                                                  ELIOT
                             (nods to the phone)
                      He still feels your presence. You're
                      only causing him more pain. If you
                      really loved him, you'd accept your death
                      and let him go.
                                                  ANNA
                      Then prove to me I'm really dead.
                                                   ELIOT
                      You people.   You always need proof.
          Eliot places his hands on her shoulders.    Turns her
          towards a tall mirror.
                         ON MIRROR
          A PALE CADAVEROUS WOMAN. Sunken eyes.      A blood-stained
          tear in the side of her RED SLIP.
                         UPSTAIRS ROOM
          Anna's stunned. She moves closer to the mirror.      Touches
          her reflection through a thin layer of dust.
                                                  ANNA
                      Why do I look like a corpse?
                                                  ELIOT
                      Because you are a corpse.
                                                                    59.
                         
                         
                         ON MIRROR
          Anna stares blankly at her image in the mirror.
                                    ELIOT (O.C.)
                       It's time you finally accepted the truth.
                       You are dead. You will never live again.
                                                   ANNA
                       I am dead.
                         UPSTAIRS ROOM
          Eliot smiles. Like a father proud of his child's first
          step. Just then he notices something outside. We see a
          brief flicker of unease in Eliot's eyes.
                         ELIOT'S POV
          Jack stands in the driveway holding his bicycle.    Looking
          up at the Funeral Home. Transfixed.
                         
          EXT. FUNERAL HOME. DRIVEWAY
                         JACK'S POV
          Anna in her RED SLIP by the mirror. She looks frightening
          in the harsh light. Deathly pale. Like a ghost.
                         DRIVEWAY
          Strangely Jack isn't scared. He continues staring up at
          the window. Calmly. Curiously.
                         
          INT. FUNERAL HOME. UPSTAIRS ROOM - SAME TIME
          Eliot coolly turns back to Anna. She hasn't noticed
          Jack. Still staring at her reflection in the mirror.
                         
          INT. PAUL'S APARTMENT. KITCHEN - MOMENTS LATER
          Paul stares at the telephone. After a moment he slowly
          pulls the telephone plug out of the wall. Mechanically
          grabs a plastic bin liner from underneath the sink.
                         
          INT. PAUL'S APARTMENT. BEDROOM - MOMENTS LATER
          Paul opens the wardrobe. Pulls out Anna's clothes. Stuffs
          them into the bin liner. He notices the Kitschy Doll.
          Shoves it in with Anna's clothes.
                                                                    60.
                         
                         
                         
          INT. FUNERAL HOME. PREP ROOM - DAY
          Anna lies on the slab. She stares at us blankly. Her
          face emotionless. Resigned. Eliot rinses her hair now
          dyed back to brown. She slowly closes her eyes.
          CLOSE ON RED DYE draining into the sink.
          Eliot picks up the scissors. Carefully slices open
          Anna's red slip. Delicately peels the slip off her body.
          Anna doesn't react.
          CLOSE ON Anna. She opens her eyes. Confused.     She turns
          her head... she's in PAUL'S BEDROOM.
                         
          INT. PAUL'S APARTMENT. BEDROOM - CONTINUOUS
          Paul lies in bed next to her watching her intently.     He
          looks different. Clean shaven. Sober.
                                                ANNA
                                          (RELIEVED)
                    Oh God.
                                                  PAUL
                    Bad dream?
                                                ANNA
                    I was dead. I had a car accident.     Did
                    you ever dream you were dead?
          Paul doesn't reply.    She turns... the bed's empty.
                                                  ANNA
                    Paul?
                                   PAUL (O.C.)
                    Yes?
          Anna looks up. Paul's in the doorway.    She gets up.
          Suddenly the light goes off.
                                                  ANNA
                    Paul.
          The light comes back on.   Paul stands by the light switch.
                                                ANNA
                    What are you doing?
                                                PAUL
                           (puts his finger to his lips)
                    Ssh. Don't talk so loud. You'll wake
                    the neighbors.
                                                                 61.
                         
                         
          Anna's getting nervous.    Something's not right.
                                                ANNA
                    What neighbors? You don't have any
                    neighbors.
          Suddenly he looks at her reproachfully.
                                                PAUL
                    Did you ever love me Anna?
          CLOSE ON Anna's face.    She looks away guiltily.
                                    PAUL (O.C.)
                    Did you?
          Anna closes her eyes.    Unable to answer.
                                    PAUL (O.C.)
                    Say it.     Say you love me.
          Suddenly we hear the strident ringing of a phone.
                                                ANNA
                    Aren't you going to pick it up?
                                    PAUL (O.C.)
                    Me?   No.    It's probably for Eliot.
          Anna's eyes snap open in shock...
                         
          INT. FUNERAL HOME. PREP ROOM - CONTINUOUS
          Eliot stands over her. We're back in the PREP ROOM.   We
          hear the faint ringing of a phone from upstairs.
                                                ANNA
                    Is it always like this?
                                                ELIOT
                    What do you mean?
                                                 ANNA
                    I thought when you died you wouldn't
                    feel anything. You wouldn't feel any
                    more pain. You wouldn't have to
                    struggle anymore.
                                          (BEAT)
                    But it just doesn't stop does it?
          Upstairs the phone keeps on ringing.
                                                                 62.
                         
                         
                         
          INT. FUNERAL HOME. ELIOT'S OFFICE - MOMENTS LATER
          Eliot takes notes as he talks on the phone. He looks at
          a day calendar on his desk. Idly flips over the page
          from Tuesday to Wednesday.
                                                 ELIOT
                    No.   It's no problem at all.
          He glances at his watch.
                                                ELIOT
                    I'll pick up the deceased from the
                    hospital. Yes. This afternoon? That'll
                    be fine. It's my pleasure Mr. Merano.
                         
          INT. HOSPITAL MORGUE - DAY
          GRAY BODIES lie on steel tables. Eliot moves over to one
          of the CORPSES. Examines it with professional interest.
          Just then the Old Guy walks in with the Pale Assistant
          pushing a gurney with a BODY wrapped in plastic sheeting.
                                                OLD GUY
                    Well here he is. Frank Merano.
          The Old Guy hands Eliot a clipboard. The Assistant
          unties the rope. Pulls the plastic sheeting away.
                         ON BODY
          FRANK (40s), the top half of his head has been flattened.
          His head split open. Grotesquely distorting his face.
                                  ASSISTANT (O.C.)
                    Ouch.   That had to hurt.
                         MORGUE
          Eliot glances at the Assistant with disdain. Signs the
          release form and hands the clipboard back to the Old Guy.
                         
          INT. ELEMENTARY SCHOOL. TEACHERS' COMMON ROOM - DAY
          Paul stands by a PRINCIPAL as they watch a JANITOR snap
          off the padlock on Anna's locker.
                                                PRINCIPAL
                                          (TO PAUL)
                    I'll leave you to sort out her things.
                                                PAUL
                    Thank you.
                                                                   63.
                         
                         
          The Principal and Janitor walk away. Paul reaches inside
          the locker. Pulls out a stack of exercise books. An
          empty pills bottle. Then he notices something in the
          back of the locker. He pulls it out.
          It's a PHOTOGRAPH of Paul and Anna together on vacation.
          Smiling. Happy. Paul looks at it for a moment. Trying
          hard to hold back his emotions.
                         
          INT. ELEMENTARY SCHOOL. CORRIDOR - LATER
          The DEAFENING NOISE of schoolchildren.    Paul weaves his
          way through the crowded corridor.
                                  JACK (O.C.)
                    Mr. Conran?
                                                PAUL
                                          (TURNS)
                    Yes?
                                                 JACK
                    My name's Jack. Miss Bryant was my
                    teacher.
                                          (BEAT)
                    I saw her last night.
          Paul looks at Jack coldly for a second.    Then walks away.
          Jack follows him.
                                                JACK
                    I was going past the funeral home. Miss
                    Bryant stood there. In the window. In a
                    red dress.
                                                PAUL
                                          (IRRITATED)
                    Anna doesn't have a red dress.
                                                JACK
                    You think I'm lying.   I'm not lying.
          Paul stops.   Turns to Jack angrily.
                                                PAUL
                    Look...
                           (trying to remember his name)
                    Jack. I'm in no mood--
                                                JACK
                    She needs your help.
                                               PAUL
                                         (SHOUTS)
                    Jack. Anna's dead.
          Paul's words ECHO loudly.   The bustling corridor goes silent.
                                                                    64.
                         
                         
                                                PAUL
                           (almost to himself)
                    I can't help her anymore.
          Paul turns and walks away.    Jack grabs his arm.
                                                JACK
                    Maybe you just don't love her anymore?
          Paul turns and hits Jack with the back of his hand.     Jack
          falls to the ground. Paul stands over him enraged.
                                                PAUL
                    You little fuck. You think this is funny?
          He's about to hit Jack again when a STOCKY TEACHER grabs
          him. Paul tries to struggle loose.
                                                STOCKY TEACHER
                    Hey!
          The CHILDREN stare at Paul. A SECURITY GUARD runs across
          talking into a walkie-talkie. Another TEACHER bends down.
                                                TEACHER
                    Are you alright sweetie?
          Jack nods numbly. Looking up all the time at Paul.      The
          Security Guard grabs Paul's arm.
                                                SECURITY GUARD
                    The police are on their way.
          Paul watches Jack stand shakily.   Realizes what he's
          done. He reaches out to Jack.
                                                PAUL
                    Jack... I'm sorry...
                                                SECURITY GUARD
                    Step back sir.
                         
          INT. ELEMENTARY SCHOOL. SECURITY ROOM - DAY
          Paul sits at a table. Staring blankly at a row of CCTV
          monitors. The door opens. Tom walks in.
                                                TOM
                    You're lucky.
                                                PAUL
                    Am I?
                                                TOM
                    They're not pressing charges.
                                                                         65.
                         
                         
          Paul doesn't look up.     He's miles away.
                                                   TOM
                       What the hell's wrong with you?
                              (holds his fingers close together)
                       You're this close to fucking up your
                       career.
                                                   PAUL
                              (suddenly looks up)
                       You know what he told me? He told me
                       Anna's alive.
                                                   TOM
                       You didn't believe him did you?
                                                    PAUL
                       No.   Of course not.
          Tom's relieved. Paul turns back to the monitors.     The
          ghostly figure of a YOUNG FEMALE TEACHER drifts
          hypnotically across the screen.
                                                   PAUL
                       It's just... I'm having these...
                                                   TOM
                       What?
                                                    PAUL
                       Nothing.   Forget it.
                         
          INT. FUNERAL HOME. PREP ROOM - DAY
          Eliot leans over Frank's body on the slab. Rolling a
          ball of wax in his hands to warm it up. He gently moves
          Frank's head to one side. In the b.g. Anna lies on her
          slab watching Eliot work.
                         ANNA'S POV
          Frank stares back at her with open dull eyes. His face
          partially reconstructed with plaster of Paris.
                         PREP ROOM
          Eliot smooths the wax over the plaster to give Frank's
          face a more natural texture. Then picks up a piece of
          wire with a fishhook-like barb at each end.
                                    ANNA (O.C.)
                       What's that for?
          Eliot looks up surprised. Anna stands beside him.        He
          leans down. Peels back Frank's upper lip.
                                                                     66.
                         
                         
                                                 ELIOT
                    His mouth.   To keep it closed.
          Eliot imbeds one barb into the upper gum then pries back
          Frank's lower lip. He attaches the other barb into the
          lower gum, then twists the wires tightly together. He
          picks up two plastic caps covered in small knobs.
                                                ELIOT
                    Now his eyes.
          He inserts the caps into Frank's eyes. Pulls his eyelids
          over them. Glues the eyelids together.
                                                ANNA
                    Is this how you'll prepare my body?
          Eliot looks at her for a moment.   Smiles reassuringly.
                                               ELIOT
                    No. There's no need. I had to rebuild
                    his face. You're still beautiful.
                                                ANNA
                    Does he have family?
                                                  ELIOT
                    Yes.    A brother. He's coming in later.
          Anna touches the white sheet covering Frank's body.
                                                ANNA
                    My mother... She didn't cry did she?
                    When she came to see me?
                                                ELIOT
                           (shakes his head)
                    I'm sorry.
                                                 ANNA
                    And Paul?
                                                ELIOT
                    It's not important anymore.
                                                ANNA
                    I need to know.
                                                  ELIOT
                                            (HESITATES)
                    No.    He didn't cry.
          We see a brief flicker of pain in Anna's eyes.
                                                                      67.
                         
                         
                                                ANNA
                    I knew he wouldn't.     He always got
                    upset when I cried.     He said crying
                    never helped.
          Anna suddenly looks very weary. She leans heavily
          against the slab. As if she's about to fall.
                                                ELIOT
                    You should rest.
          He guides her back to the slab.    Helps her lie down.
                                                ELIOT
                    You're getting weaker.    It's almost time.
          Eliot strokes her hair tenderly.    She looks up at him.
                                                ANNA
                    Can I ask you something?
                                                 ELIOT
                    Yes.   Of course.
                                                ANNA
                    Why do we die?
          A long beat.
                                                ELIOT
                    To make life important.
          Anna's fingers curl around his hand. Like a vulnerable
          child. Totally trusting in him. Eliot looks down at Anna
          sadly. We sense he's conflicted. Confused. Wavering.
          But then reluctantly he reaches for a SYRINGE filled with
          AMBER LIQUID on the steel trolley. He injects her gently
          in the neck. Watches over her for a moment. Then moves
          to the window. He picks up a window pole. Pulls the
          shutter across the window plunging the room into darkness.
                         
          INT. FUNERAL HOME - DAY
          Eliot moves through the Funeral Home pulling heavy drapes
          over the windows and closing doors. It feels like a
          ritual. The once airy sunlit rooms are darker now. More
          ominous. Claustrophobic.
                         
          INT. FUNERAL HOME. ELIOT'S ROOM - DAY
          CLOSE ON a stream of crystal blue water.    We pull back.
          Eliot picks up a white towel. Dries his hands. Deep in
          thought. He moves to his desk. Picks up a Polaroid.
                                                                     68.
                         
                         
                         ON POLAROID
          The Old Woman, Mrs. Whitehall, lying in her casket.
                                 ELIOT (O.C.)
                    Mrs. Whitehall. Susan. I hope you found
                    what you were looking for.
                         ROOM
          Suddenly Eliot looks up sharply.   As if someone had spoken
          to him.
                                                ELIOT
                    Think nothing of it Mr. Houseman.    No
                    need to apologize.
          Eliot moves over to the wall.
                                                ELIOT
                    I really enjoyed our time together.
          We pull back slowly. Eliot's talking to a POLAROID of an
          OLD MAN. We pull back further... the wall's covered in
          HUNDREDS OF POLAROIDS of BODIES in open coffins.
          Most of them have closed eyes but we glimpse some with
          their eyes wide open. Eerily staring at us. Eliot
          touches the Polaroid of a YOUNG MAN. We see the fear in
          the Young Man's eyes.
                                   ELIOT (O.C.)
                    Anthony.    Anthony. Always confused.
          Just then we hear the doorbell ringing downstairs.    Eliot
          moves to the window.
                         ELIOT'S POV
          A POLICE OFFICER stands at the front door.    A SQUAD CAR
          parked on the driveway.
                         ELIOT'S ROOM
          Eliot steps back.    Calmly continues to dry his hands.
                         
          INT. FUNERAL HOME. HALLWAY - DAY
          Eliot leads the Police Officer through the hallway.
                                                ELIOT
                    How can I help you Officer?
                                                OFFICER
                    I'd like to see the body.
                                                                   69.
                         
                         
          Eliot stops.   We see a brief flicker of unease in his eyes.
                                                OFFICER
                    Frank Merano. I'm his brother.    Vincent
                    Merano? I called this morning.
                                                 ELIOT
                    Mr. Merano.   Yes. Of course.
                                                VINCENT (OFFICER)
                    I hope it's no trouble. I'd just like to
                    see him before the funeral.
          Eliot glances at his watch.   Smiles at Vincent.
                                                ELIOT
                    It's no trouble at all.
                         
          INT. FUNERAL HOME. PREP ROOM - MOMENTS LATER
          Eliot leads Vincent to Frank's covered body. Vincent
          looks over at Anna. The white sheet only comes to her
          shoulders, her head facing straight upwards.
                                                ELIOT
                    Your brother's here.
          Vincent turns back to Eliot. We're not sure if Eliot was
          speaking to Frank or to Vincent. Eliot pulls the sheet
          away. Frank's face is flawless. No sign of any damage.
                                                VINCENT
                    He looks so peaceful. You've done a
                    beautiful job. Thank-you.
                                                ELIOT
                    You should remember him as he used to be.
          Suddenly we hear a FAINT RUSTLING sound. Vincent glances
          again at Anna's body. Her head is now turned to one side.
          Wasn't she facing upwards a moment ago? Vincent's puzzled
          for a second then shrugs. Must have been his imagination.
                                                VINCENT
                    That's the schoolteacher isn't it?
          Eliot pulls the sheet over Anna's face.
                                                ELIOT
                                          (QUICKLY)
                    Yes. Very tragic. Now is there anything
                    else I can help you with?
          Vincent frowns.   Turns back to Eliot.
                                                                   70.
                         
                         
                                                  VINCENT
                      Something's not right here.
                                                  ELIOT
                             (looks up sharply)
                      Not right?
          Vincent nods towards Frank's body.
                                                    VINCENT
                      His smile.    It was a bit more...
          Vincent raises his fingers to his mouth, trying to find
          the right word.
                                                    VINCENT
                      ...smiley.
                                                    ELIOT
                      Smiley.
          ON FRANK'S MOUTH
          Eliot manipulates Frank's lips.
                                   VINCENT (O.C.)
                      A touch more.
                         PREP ROOM
                                                  VINCENT
                      That's much better. Thank-you.
                                                  ELIOT
                      I'm glad I could help.
                                                  VINCENT
                      Do you mind if I have a couple of minutes
                      alone with him?
          Eliot hesitates.      Then smiles.
                                                   ELIOT
                      No.   Not at all. I'll wait outside.
          As Eliot leaves, Vincent looks at Frank's body. After a
          moment he glances at Anna again. Then at the door. He
          quickly moves over to Anna. Looks at her curiously then
          pulls down the sheet. He reaches over... and CARESSES
          HER BREAST. Mesmerized by her naked body.
          As Vincent's hand moves down her body, he bumps against
          the trolley. Instruments CRASH to the floor. He pulls
          back the sheet just as Eliot enters the room.
                                                    VINCENT
                      I'm sorry.    I didn't see...
                                                                    71.
                         
                         
          Eliot notices the sheet covering Anna's body is slightly
          askew. He reaches over and straightens it. Then looks
          coldly at Vincent. There's an uncomfortable silence.
                                                  VINCENT
                      Well. I guess I should be off then. I'll
                      see you at the service. Thanks again.
          Vincent glances one last time at Anna then leaves. The
          door locking shut behind him. Eliot stares at the door.
                                                  ELIOT
                      I just told you. That was your brother.
                             (turns to Frank)
                      You had an accident. You're dead. Why
                      do you people never listen to me?
          Frank doesn't move.    His mouth still wired shut.
                                                   ELIOT
                      No.   It's not a gift.   It's a curse.
          Eliot picks up a compact. Roughly layers Frank's cheeks
          with thick rouge. With every word he gets more agitated.
                                                  ELIOT
                      I take care of each of you as if you were
                      my children. I wash the shit from your
                      bodies. I dress you. I do everything to
                      make you look more beautiful than when
                      you were alive. And what do you do?
          Eliot's extremely irritated now.     He grabs a garish red
          lipstick. Smears Frank's lips.
                                                  ELIOT
                      You argue with me. As if it were my fault
                      you're dead. As if I was to blame.
                             (slams down the lipstick.)
                      What? You're not talking to me now? You
                      don't want to?
          ON FRANK'S FACE
          The crudely drawn bright red lips.     Clown-like circles of
          rouge. Gaudy and macabre.
                                   ELIOT (O.S.)
                      You don't talk because you have nothing
                      to say. And you have nothing to say
                      because you're a corpse.
                         PREP ROOM
          From Eliot's reaction it seems as if Frank has started to
          talk again.
                                                                      72.
                         
                         
                                                  ELIOT
                       No. Now I don't want to talk to you
                       anymore.
                         
          INT. JACK'S HOUSE. LIVING ROOM - DAY
          The curtains are drawn. Jack's Mother, still motionless,
          in front of the blaring TV. Jack stops in the doorway.
                                                   JACK
                       I'm off to school now.
          His mother doesn't reply. Jack leaves. After a moment
          she slowly turns her head. Stares at the empty doorway.
                         
          EXT. CEMETERY - LATER
          Jack cycles through the cemetery. He pulls up by a bush.
          Stares at the Funeral Home in the distance.
                         
          INT. FUNERAL HOME. VIEWING ROOM - MOMENTS LATER
          The service hasn't started yet. Jack walks nervously
          through the empty room to an open casket. He glances
          back, then leans over the coffin.
                         JACK'S POV
          Frank Merano lies nestled in the velvet interior.    His
          face placid. No sign of the gaudy make-up.
                         VIEWING ROOM
          Jack stares in fascination at Frank's body. He reaches
          into the casket. Touches Frank's cold hand.
          In the b.g. Eliot walks into the viewing room.     He stops
          surprised. Watches Jack intently.
                         ON JACK
                                                   JACK
                                             (TO FRANK)
                       What's it like? Are you afraid?
                                   ELIOT (O.C.)
                       Jack.
                         VIEWING ROOM
          Jack turns quickly.    Eliot stands over him.
                                                                  73.
                         
                         
                                                ELIOT
                    You have empathy with the dead. You're
                    drawn to them. Just as they're drawn to
                    you. It's a rare gift.
          Jack can't look Eliot in the eye.
                                                ELIOT
                    I know you saw Anna.
          Jack hesitates.   Then nods his head.
                                                ELIOT
                    You're frightened by it. I was scared
                    too the first time. But you shouldn't
                    be. Christ had the same gift. He raised
                    Lazarus and spoke to the dead.
                                                JACK
                                          (INTRIGUED)
                    You spoke to Miss Bryant?
                                                  ELIOT
                    Yes.
                                                JACK
                    You've spoken to others?
                                                  ELIOT
                    Yes.    Many others.
                                                JACK
                    Who was the first one you spoke to?
          A long beat.
                                                  ELIOT
                    My mother.
          Jack looks up sharply.   Eliot's words have clearly struck a
          chord.
                                                 ELIOT
                    You shouldn't be afraid.
                                          (BEAT)
                    The others. They won't understand.    They
                    don't see what we see.
                                          (BEAT)
                    I can help you. I can teach you.
                         
          INT. FUNERAL HOME. PREP ROOM - DAY
          Anna stares vacantly at the ceiling. Eliot places a bunch
          of tulips on the trolley. Turns on a CD. CLASSICAL MUSIC
          fills the room as before. He moves over to Anna. Gently
          Pulls away the sheet.
                                                                    74.
                         
                         
                                                ANNA
                    Your fingernails are dirty.
          Eliot smiles.    Examines his nails.
                                                ANNA
                    Your hands are normally so clean.
                                                ELIOT
                    I've been gardening.
          He walks over to the sink.      Scrubs his nails.
                                                ANNA
                    Is it sunny outside?
          Eliot fills a bowl with water.     Carries it to the slab.
                                                  ELIOT
                    Yes.    The tulips love the sun.
                                                ANNA
                    I miss the sun.
          Anna glances up at the shuttered window. Eliot snaps on
          his latex gloves. Picks up a sponge and wets it in the
          bowl of water. Anna turns to the tulips.
                                                ANNA
                    Are they your favorite flower?
                                                  ELIOT
                    Tulips?    Yes. I think so.
          Eliot raises Anna's arm. Delicately washes her armpit.
          Along the length of her arm. Her skin pale.
                                                ANNA
                    I thought it'd be lilies. White lilies.
                    Don't they symbolize death?
                                                  ELIOT
                    No.    They symbolize purity.
          He moves to her breasts, following the contours of her
          body. Pausing every now and then to rinse the sponge.
                                                  ANNA
                    And tulips?
          Eliot hesitates for a second before replying.
                                                 ELIOT
                    Unrequited love.
                                          (BEAT)
                    What's your favorite flower?
                                                                         75.
                         
                         
                                                  ANNA
                    Violets.
          Eliot softly washes her legs.
                                                ELIOT
                    A beautiful flower.       They need shade and
                    lots of water.
                                                ANNA
                    What do they symbolize?
                                                ELIOT
                    Faithfulness.
                                                ANNA
                                          (DISTRACTEDLY)
                    Do they?
          Eliot puts down the sponge.      Dries her body with a towel.
                                                ANNA
                    Roses are red, violets are blue...
          He reaches over to the CD player to switch it off.
                                                   ANNA
                    No.     Leave it on.    It's so peaceful.
          Eliot smiles.   Leaves the music on.
                         
          INT/EXT. PAUL'S CAR. STREETS - DAY
          Paul drives aimlessly past strip malls. He stops at a
          red light. Lights a cigarette. Just then he notices
          something across the street. He looks puzzled.
                         
          EXT. STREET/STORE WINDOW - CONTINUOUS
          Paul gets out of his car.    Quickly walks over to the
          store window.
          ON STORE WINDOW
          A RED-SLIP on a mannequin.       Just like ANNA'S RED SLIP.
                         STREET
          The light's turned green. The DRIVERS HONK angrily.
          Paul doesn't hear them. He places his hand against the
          plate glass. Stunned.
                                                                  76.
                         
                         
                         
          EXT. FUNERAL HOME. DRIVEWAY - DAY
          Eliot prunes a low hedge by the front door.
                                  PAUL (O.C.)
                    Deane.
          Eliot turns.   Paul's clearly agitated.
                                                 ELIOT
                    Mr. Conran.   A pleasure.
          Eliot stands stiffly.   Rubs his back.
                                                ELIOT
                    I love gardening, but I'm not sure
                    gardening loves me anymore.
                                                PAUL
                    She's not dead is she?
                                                ELIOT
                                          (AMUSED)
                    Mr. Conran.
                                                PAUL
                    Someone saw her.
                                                 ELIOT
                    I'm sorry?
                                                PAUL
                    One of Anna's students.
                           (nods towards the funeral home)
                    In the window.
                                                ELIOT
                    Do you mean Jack?
          Paul's momentarily taken aback.
                                                PAUL
                    You know him?
                                                ELIOT
                    Of course I know him. He's often round
                    here. He seems to have a strange
                    fascination with death. He's eleven
                    years old Mr. Conran. And like all young
                    boys has a vivid imagination. Now if
                    you'll excuse me--
                                                PAUL
                    I don't think he imagined it.   I think he
                    really saw her.
                                                                    77.
                         
                         
                                                ELIOT
                    Maybe you just want to believe he saw her.
                                                  PAUL
                    Fuck you.
          Paul pushes past Eliot and strides into the Funeral Home.
                                                  ELIOT
                    Mr. Conran!
                         
          INT. FUNERAL HOME. HALLWAY - MOMENTS LATER
          Paul moves quickly through the hallway.
                                                  PAUL
                                            (SHOUTS)
                    Anna!
          Eliot calmly heads towards Paul.
                                                ELIOT
                    Mr. Conran. I think you should leave
                    before I call the police.
          Paul notices the stairs leading down to the Prep Room.
                                                PAUL
                    What's down there?
                         
          INT. FUNERAL HOME. BASEMENT CORRIDOR - MOMENTS LATER
          Paul runs over to the Prep Room door. He grabs the handle.
          It's locked. Eliot appears behind him. Paul turns.
                                                PAUL
                    She's in here isn't she?     Give me the
                    key.
          Eliot stares at Paul with pity.
                                                PAUL
                    Give me the fucking key.
          Paul turns back.   POUNDS the door in rage.
                         
          INT. FUNERAL HOME. PREP ROOM - SAME TIME
          The POUNDING echoes through the room. Anna awkwardly
          sits up. Struggling with her emotions. She wants to
          call out but knows she has to let Paul go.
                                   PAUL (O.S.)
                    Anna!
                                                                      78.
                         
                         
          Anna gets up.   Hesitates.   Weakly stumbles to the door.
                         
          INT. FUNERAL HOME. BASEMENT CORRIDOR - SAME TIME
                                                PAUL
                    I'm here Anna.
                                          (DESPERATE)
                    I'm sorry. Please Anna.
          He places the palm of his hand against the door.
                         
          INT. FUNERAL HOME. PREP ROOM - SAME TIME
          Anna places her palm against the door. As if touching
          Paul's hand. A tear falls down her cheek.
                                 PAUL (O.S.)
                    We'll be happy again. I promise.
                         
          INT. FUNERAL HOME. BASEMENT CORRIDOR - SAME TIME
                                                PAUL
                    I can't live without you.
          Eliot looks up at Paul with sudden interest.
                         
          INT. FUNERAL HOME. PREP ROOM - SAME TIME
          Anna shakes her head. Takes her hand away from the door.
          Walks back to her slab.
                         
          INT. FUNERAL HOME. BASEMENT CORRIDOR - SAME TIME
                                                 PAUL
                    Anna!
          Eliot gently puts his hand on Paul's shoulder.
                                                 ELIOT
                    Mr. Conran.   She's dead.
          Paul pushes him away.
                                                ELIOT
                    I know what you're going through.
                    Denial's a natural part of grieving...
                         
          INT. FUNERAL HOME. PREP ROOM - SAME TIME
          Anna lies down on the slab. Closes her eyes.     ELIOT'S
          VOICE seems far away now. Receding.
                                                                      79.
                         
                         
                                    ELIOT (O.S.)
                       ...but you've got to accept she's gone.
                         
          INT. FUNERAL HOME. BASEMENT CORRIDOR - CONTINUOUS
                                                   PAUL
                       She needs my help.
          Eliot looks at him for a moment.
                                                   ELIOT
                       You can't help her anymore.    Believe me.
                         
          INT. POLICE STATION - DAY
          An open plan office. Paul weaves quickly through the
          rows of desks. He seems unbalanced. Manic. DETECTIVES
          cautiously watch Paul approach Tom sitting at his desk,
          his head bent over paperwork.
                                                   PAUL
                       I need you to issue a search warrant.
          Tom looks up.       He's shocked by Paul's appearance.
                                                   PAUL
                                             (LOUDLY)
                       I need a fucking search warrant.    Now are
                       you going to help me or what?
          JEFF (20s) a Young Detective at a nearby desk stands.
          Tom nods to him. It's under control.
                                                     TOM
                       Paul.    Sit down.
          Paul hesitates for a second.
                                                     TOM
                                               (FIRMLY)
                       Sit.    Down.
          Paul sits.    Tom leans forward.    He's not amused.
                                                   TOM
                       Just what the hell do you think you're
                       doing? I got a call from Eliot Deane.
                       Are you out of your fucking mind?
                                                   PAUL
                       Anna's not dead Tom. He won't let me see
                       her. He's keeping her there--
                                                                    80.
                         
                         
                                                TOM
                    Anna was in a car accident. Her car was
                    wrecked Paul. Remember? It's downstairs.
                                                PAUL
                    She's not dead.
          Tom calmly gets up. Moves to a filing cabinet.   Takes
          out a file. Hands it to Paul.
                                                TOM
                    Here's the Coroner's report.
          Paul manically rifles through the file.
                                                   PAUL
                    Look.
                           (shows file to Tom)
                    The paramedics phoned it in. They only
                    checked for eye dilation and pulse. The
                    doctor signed the death certificate
                    without even seeing her body.
                                                 TOM
                                           (IRRITATED)
                    So?   That's standard procedure.
                                                PAUL
                    There was no EEG. Nothing. He could
                    have drugged her to make it look like she
                    was dead.
                                                   TOM
                    Drugged her?     Are you serious?
          Jeff looks up eagerly from his desk.
                                                JEFF
                    There are drugs like that chief.
                    Hydronium Bromide. Total paralysis
                    within seconds. The heartbeat slows to
                    almost nothing.
          Tom shoots Jeff a look.
                                                PAUL
                    See? I'm telling you. She's not dead.
                    The boy at school. Jack. He saw her.
                                    VINCENT (O.C.)
                    I saw her.
          Paul turns hopefully. Finally someone believes him.
          Vincent Merano stands by Jeff's desk.
                                                VINCENT
                    She was on the slab.     Dead.
                                                                    81.
                         
                         
                                                   PAUL
                    No!
                                                VINCENT
                    I've seen dead bodies.       Believe me, she
                    was definitely dead.
                                               PAUL
                    Tom. Just go down there and check the
                    place out.
                                                TOM
                    On what grounds Paul?       Do you have any
                    evidence?
                                                   PAUL
                    No.     But--
                                                TOM
                    Do you have anything?
          Paul hesitates.    We sense his uncertainty.
                                                PAUL
                    I think she called me.
                                                   TOM
                    Called you?
                                                PAUL
                                          (WEAKLY)
                    On the telephone.
          Jeff snickers. Paul's beginning to realize how absurd
          this all sounds.
                                                VINCENT
                    Collect or long distance?
          Jeff snorts with laughter.
                                                TOM
                    First you hit a fucking kid. Then you
                    attack Deane. And now you're telling me
                    your dead girlfriend called you? What the
                    fuck's going on? You're loosing it Paul.
          Merano and Jeff shake their heads, looking at Paul as if
          he were crazy. Tom's voice softens.
                                                TOM
                    I know you feel guilty but you've got to
                    pull yourself together.
          Paul slumps in the chair.       Rubs his face.
                                                                   82.
                         
                         
                                                PAUL
                    Maybe you're right.    But why won't he let
                    me see her?
          Tom signals to Merano and Jeff. Merano walks back to his
          desk. Jeff turns back to his work.
                                                TOM
                    Look Paul. The funeral's tomorrow.
                    You'll see her then. It'll help. It
                    will give you closure. Trust me.
                         
          EXT. CEMETERY - LATE AFTERNOON
          The sun's low on the horizon. Eliot whistles softly to
          himself as he digs a grave. Working meticulously. Like
          everything else he does. Suddenly a SHADOW falls over
          Eliot. He calmly looks up. The sun's behind the figure.
          For a moment Eliot can't tell who it is.
                                                JACK
                    You said you could teach me.
          Eliot smiles. Gestures to Jack to come inside the grave.
          Jack steps back. The grave terrifies him.
                                                ELIOT
                    It's only a hole in the ground.   I'm
                    digging it for--
                                                  JACK
                    Miss Bryant.
                                                 ELIOT
                    Exactly.   For Anna.   She belongs here.
                                                JACK
                    Because she's dead.
                                                 ELIOT
                    No.   Because there's no life left in her.
          Jack carefully considers Eliot's words.
                                                 ELIOT
                    Don't you see? I have no choice. I'm
                    the only one who can see all these
                    corpses. Wandering the earth
                    aimlessly. All they do is piss and
                    shit. Suffocating us with their
                    stench. Doing nothing with their
                    lives. Taking the air away from those
                    who actually want to live. I have to
                    bury them all. I have no choice.
                                          (BEAT)
                    Now there's two of us.
                                                                    83.
                         
                         
          Eliot holds up the shovel. Jack looks at him for a
          moment then reaches for the shovel.
                         
          INT. FUNERAL HOME. PREP ROOM - EVENING
          Anna watches Eliot brush an invisible speck off her
          mother's black dress.
                                                ELIOT
                    You did well this morning.
                                                ANNA
                    This morning?
          She talks with difficulty now. Her voice SLURRED and
          HOARSE. Her words muddled and rambling. Her eyes even
          more sunken. Her skin even more pale.
                                                ELIOT
                    When Paul came. You did the right thing.
                    You let him go.
                                                ANNA
                    He'll be all right now?    Won't he?
          Eliot looks away. Doesn't reply. He drapes the dress
          over his arm, picks up a pair of shiny black shoes and
          moves over to her.
                                                ANNA
                                          (CONFUSED)
                    Why do I have to get dressed?
                                                ELIOT
                    Tomorrow's your funeral.
          Eliot lifts Anna's arms and puts them through the sleeves
          of the dress. Her body's stiff and unyielding.
                                                 ANNA
                    Already?
                                                 ELIOT
                    I told you.   You only had three days.
          He delicately turns her onto her side.    Buttons up the dress.
                                                ELIOT
                    I told you to use your time well.
          Anna frowns. As if trying to remember something. Eliot
          gently lifts her legs. Pulls on a pair of black tights.
                                                ANNA
                    I need to... I have so many regrets.     I
                    have nothing but regrets.
                                                                     84.
                         
                         
          She looks up at him.   Suddenly realizing.
                                                ANNA
                    That's why I'm here isn't it?      To be
                    judged.
          Eliot picks up Anna's shoes.   Slips them onto her stiff feet.
                                                ELIOT
                    You're here to understand your life.       So
                    you can finally be at peace.
                                                ANNA
                    I wanted a different life.
          Eliot picks up a nail-clipper. Gently holds Anna's hand
          as he carefully cuts her long nails.
                                                ELIOT
                    Then why didn't you do anything about it?
                                                ANNA
                    No matter what I did everything just
                    stayed the same. I'd wake up. I'd
                    shower. Sit in the same traffic
                    everyday on my way to work. Go home.
                    Go to sleep. Then wake again.
          Eliot stops clipping her nails.   Irritated.
                                                ELIOT
                    What did you really want from life?
                                                ANNA
                    I just wanted to be happy.
                                                ELIOT
                                          (DERISIVELY)
                    Happy? You all say you wanted to be happy.
                    What does it mean Anna? To be happy?
                                                ANNA
                    I don't know. Don't you understand?
                    That's the whole point. I don't know.
                                                ELIOT
                    Yes you do! You're just too scared to
                    admit it to yourself.
          Anna turns away ashamed.   She knows he's right.
                                                ANNA
                    I don't want to talk about it anymore.      I
                    just want this to be over.
                                                ELIOT
                    What did you want from life?
                                                                      85.
                         
                         
                                                ANNA
                    I don't fucking know!
                                                ELIOT
                    WHAT DID YOU WANT ANNA?
                                                ANNA
                                          (SCREAMS BACK)
                    I WANTED LOVE! OK!
          Anna's stunned.   She's finally admitted it.
                                                ANNA
                                          (QUIETLY)
                    I wanted love.
                                                ELIOT
                    You had love. Paul loved you.
                                                 ANNA
                    No. You don't understand. I was scared.
                    I wanted to love but I didn't know how.
                    I was...
                                          (BEAT)
                    When I was a child... my mother.
          Anna struggles to pull together her thoughts.
                                                ANNA
                    When I was a child. I learnt that love.
                    That when you love someone. You get
                    hurt. So I learned not to love. That
                    way no one could ever hurt me again.
          She looks down at the slab.     Touches the cold marble.
                                                ANNA
                    I was always pushing Paul away.      He
                    thought I didn't love him.
                                                 ELIOT
                    Did you?
                                                ANNA
                    He was the only one I ever loved. But I
                    never told him that. And then he stopped
                    loving me.
          Eliot stares at her intently.    Comes to a decision.
                                                ELIOT
                    What would you do if you had another
                    chance?
          Anna's puzzled. Eliot goes to the door and unlocks it.
          Moonlight floods in from upstairs. Washing it with a cold
          light. Anna doesn't move.
                                                                     86.
                         
                         
                                                 ELIOT
                    Well?   Isn't this what you wanted?
          Eliot holds out his hand.   Anna takes it hesitantly and
          rises from the slab.
                         
          EXT. FUNERAL HOME - NIGHT
          Mist drifts through the cemetery. Anna stands in the
          driveway. Pale and ghoulish in her black funeral dress
          and shiny black shoes. She starts walking.
                         
          EXT. MOTHER'S HOUSE - NIGHT
          Anna approaches her mother's house.    Paul opens the door.
          He's not surprised to see her.
          Beatrice stands just behind him.     A black shawl over her
          head and arms.
                         
          INT. MOTHER'S HOUSE. HALLWAY - NIGHT
          In the candlelight we can see the house is full of OLD
          WOMEN. Their faces deeply lined. Wearing identical
          black shawls. They stare at Anna, whispering in
          different rhythms. Unintelligible words undulating like
          an ANCIENT PRAYER.
                         
          INT. MOTHER'S HOUSE. BEDROOM - NIGHT
          Paul and Beatrice lead Anna to the bed. As she lies down
          we realize the bed is full of BLACK SOIL. Clouds of ugly
          flies hang in the air. BUZZING noisily.
          The Old Women surround Anna in a tight circle. Leaning
          over her. Making her feel claustrophobic. She can smell
          their rotting breath as their prayers grow LOUDER.
          Through the chaos of words we begin to make out...
                                                  OLD WOMEN
                    Spit it out.
          Anna doesn't understand. Then she feels something in her
          mouth. Growing. Gagging her. The Women are SCREAMING.
                                                  OLD WOMEN
                    Spit it out.
          Anna spits out... white maggots.     She gags again.   Closes
          her eyes. Shakes her head.
                                                  ANNA
                    No.
                                                                   87.
                         
                         
                         
          INT. FUNERAL HOME. PREP ROOM - NIGHT
          Anna's eyes snap open. She's still in the Prep Room.
          She steps back from the doorway. Terrified.
                                                ELIOT
                    I thought you were different. You all
                    say you're scared of death. But the
                    truth is you're more scared of life.
          Eliot switches off the lights.
                                 ANNA (O.C.)
                    I'm glad I'm dead. I'm glad it's over.
                         
          EXT. ROAD BY FUNERAL HOME - NIGHT
          Paul sits in his car. Staring out at the Funeral Home as
          he nervously smokes a cigarette. The light in Eliot's
          room goes off. Paul waits for a moment. Then gets out
          of his car. Stubs out his cigarette.
                         
          EXT. FUNERAL HOME - MOMENTS LATER
          Paul treads carefully along the side of the Funeral Home.
          It's a full moon. The trees rustle ominously in the
          wind. Casting eerie shadows against the dark house.
          He finds a window. Tries to open it. It won't budge.
          Just then he hears a noise in the bushes. He crouches
          down quickly. Listens hard. Nothing.
          FROM THE BUSHES
          Someone watches Paul tentatively move to another window.
                         FUNERAL HOME
          Paul strains to open the window when suddenly... he's
          caught in a circle of bright light. Paul turns quickly.
          A DARK FIGURE stands over him. Menacing.
                                                MAN'S VOICE
                    What the fuck are you doing here?
          The Figure lowers the flashlight.   It's Tom.
                                                TOM
                    I'm taking you home.
                         
          EXT. JACK'S HOUSE. GARDEN - NIGHT
          CLOSE ON black earth.   A trowel digs into the soil.
                                                                   88.
                         
                         
          We pull back. Jack's just finished digging a hole in the
          flower bed. A shoebox beside him. He takes off the lid.
          The Chick trembles in the corner of the box. Jack slowly
          replaces the lid. Puts the box into the grave. He
          pushes the earth over it. The box jerks. We hear the
          faint RUSTLING of the Chick inside.
                                                 JACK
                     Don't be scared. It's better this way.
                         
          INT. FUNERAL HOME. ELIOT'S ROOM - DAWN
          Eliot lies on his bed. Dressed in a dark suit. He hasn't
          slept at all. His eyes rimmed red. He checks the clock on
          the bedside table. It's 4.30am. He glances to the
          window. Dawn light seeps into the room.
                         
          EXT. FUNERAL HOME - DAWN
          Eliot walks through the garden. A pair of small secaters
          in his hand. He stops by a bed of violets. Still
          covered in morning dew. He kneels and starts cutting the
          delicate flowers.
                         
          INT. FUNERAL HOME. PREP ROOM - DAWN
          Anna lies on the slab in her burial dress.   Her eyes closed.
          Eliot enters the room. He doesn't lock the door behind
          him. Doesn't turn the lights on. Doesn't change into
          his mortician smock.
          He approaches the slab. The violets in his hand. Pulls
          over a chair and sits next to Anna. Places the violets
          on the steel trolley beside her.
          He looks at her intently. For the first time he seems
          uncertain. Vulnerable. As if questioning himself.
          After a while he suddenly gets up and heads towards the
          door. He's about to close the door behind him...
                                  ANNA (O.C.)
                     I don't even know your name.
                         ON ANNA
          Her eyes still closed.
                         ON ELIOT
          Eliot pauses.   Too confused to look back at her.
                                                                    89.
                         
                         
                                                    ELIOT
                       It's...
                                             (BEAT)
                       It's not important.
          He closes the door.
                         
          INT. BEATRICE'S HOUSE. BEDROOM - DAY
          CLOSE ON Beatrice's face.    Her eyes closed.
          A HAND delicately powders her forehead. As if she's
          being prepared for her own funeral. We pull back.
          Beatrice, dressed in black, sits in front of a mirror.
          Diane applies her make-up. Beatrice opens her eyes.
                         
          INT. PAUL'S APARTMENT. BATHROOM - DAY
          Paul, badly shaven, leans against the washbasin. Wearing
          a crumpled black suit. Staring vacantly in the mirror.
                         
          INT. FUNERAL HOME. PREP ROOM - DAY
          Anna lies in a casket as Eliot arranges her hair.
                                                   ELIOT
                                             (GENTLY)
                       It's time now.
          She looks up smiling. Eliot positions her hands,
          entwining her fingers.
                                                   ELIOT
                       You have to look beautiful for your
                       funeral.
          He picks up a SYRINGE and an ampoule of AMBER LIQUID.
          Fills the syringe.
                         ON AMPOULE
          We glimpse the label: HYDRONIUM BROMIDE.
                                    ELIOT (O.C.)
                       This will relax your muscles. Make your
                       skin radiant. As if you were still
                       alive. Just sleeping.
                         PREP ROOM
                                                   ELIOT
                       This is how they'll all remember you.
                                                                      90.
                         
                         
                                                   ANNA
                       Can I see myself for the last time?
          Eliot smiles.    Picks up a mirror.    Hands it to Anna.
                         ON MIRROR
          Anna looks peaceful.    Beautiful.    Serene.
                                                   ANNA
                       Is this the end?
                                    ELIOT (O.C.)
                       The last part is the most difficult.
                       You'll have to face it alone. But you'll
                       be at peace soon.
          Anna nods.    SIGHS deeply... her BREATH FOGS the mirror.
          She frowns. Touches the SMALL CIRCLE OF CONDENSATION on
          the glass. Looks up at Eliot in shock.
                         PREP ROOM
          Eliot glances anxiously at the fogged mirror, then at Anna.
                                                   ANNA
                       You lied to me.
                                                   ELIOT
                       Anna. We've been through this before.
                       You're just imagining--
                                                   ANNA
                       You lied to me.
          Eliot injects her in the side of the neck. Anna tries to
          raise her hand to push him away but she's too weak.
                                    ELIOT (O.C.)
                       You're still clutching onto life. Don't
                       give in to your fears. You're so close.
          Anna's fading away.    Her hand drops limply to her side.
                                                   ANNA
                                             (WHISPERS)
                       Why did you lie to me?
          She stops struggling.    Stares blankly at us.
          Eliot looks at her for   a moment. Sadly. Regretfully.
          He picks up a Polaroid   camera. The flash explodes in a
          blinding white light.    He pulls out the Polaroid. Peels
          off the front and fans   it in the air. Then...
                                                                     91.
                         
                         
                         ON ANNA
          ...delicately closes Anna's eyelids.
                                   ELIOT (O.C.)
                      Good bye Anna.
                         
          INT. FUNERAL HOME. VIEWING ROOM - LATE AFTERNOON
          Anna's funeral is in progress.   Eliot stands by her
          casket. Surrounded by wreathes of tulips and lilies.
          Beatrice, in her wheelchair, in the front row. Diane
          beside her. A SCHOOLTEACHER sits behind them with Jack
          and other CHILDREN.
                                   FATHER GRAHAM (O.C.)
                      I am the resurrection and the life.
                      Those who believe in me, even though they
                      die, will live.
          Tom and Paul appear at the door.   Tom guides Paul to a
          seat near the back.
                                   FATHER GRAHAM (O.C.)
                      They that sleep in the earth will awake
                      and shout for joy; and the earth will
                      bring those long dead to birth again.
                         ON CASKET
          Anna lies in an open casket. Her eyes closed.     She can
          hear the DISTORTED VOICE of the Priest.
                                   FATHER GRAHAM (O.C.)
                      We have come here today to remember
                      before God our sister Anna. To give
                      thanks for her life.
          ON ANNA'S FACE
          We see an almost imperceptible frown.
                         VIEWING ROOM
          Eliot gestures to Beatrice. Diane wheels her to the casket.
          Beatrice looks at Anna for a moment, then touches the
          violets in Anna's hands.
                                                  DIANE
                      Violets. They were her favorite flowers.
                             (turns to Eliot)
                      How did you know?
                                                  ELIOT
                      Violets just seemed appropriate somehow.
                                                                      92.
                         
                         
          Next we see Mrs. Hutton at the casket. Then Jack. He
          stares at Anna's body before being moved on by the
          Schoolteacher. Finally Paul and Tom approach the coffin.
                         PAUL'S POV
          Anna looks serene.
                         VIEWING ROOM
          Paul takes out the ring box from his pocket. Gently
          slides the engagement ring onto Anna's stiff finger.
          Suddenly he looks alarmed. Turns quickly to Tom.
                                                   TOM
                                             (WHISPERS)
                       What is it?
                                                   PAUL
                       She's so cold.
          Paul turns back to Anna.    Tears prick his eyes. He
          touches her cheek again.    Finally accepting her death.
                                                   PAUL
                       I'm sorry Anna.
          He kisses her lips. Eliot watches him carefully. It's
          almost as if he's jealous. Jack notices Eliot's look
          then turns and stares at Paul.
          As Paul and Tom walk away Eliot closes the casket.
          Begins to screw down the lid.
                         
          INT. INSIDE THE CASKET - SAME TIME
          It's dark. We hear the screws TIGHTENING.      Anna's eyes
          FLICKER OPEN then close again.
                         
          INT. FUNERAL HOME. VIEWING ROOM - SAME TIME
          Just then Paul turns back sharply.      As if he sensed
          Anna's reaction inside the casket.      Tom gently stops him.
                                                   TOM
                              (shakes his head)
                       She's at peace now.
          Paul glances at the casket again, then reluctantly allows
          Tom to lead him away.
          Eliot tightens the last screw. His back to the room.
          Suddenly the screwdriver slips. Gashes his finger.
                                                                    93.
                         
                         
                         ON COFFIN
          A drop of blood falls onto the polished wood.
                         VIEWING ROOM
          Eliot stares at the blood for a moment. Takes out a
          pristine white handkerchief. Carefully wipes off the
          blood. Then places his hand on the coffin.
                                                  ELIOT
                                            (SOFTLY)
                      Don't be scared. It's better this way.
          Eliot turns.   Signals to the PALLBEARERS standing nearby.
                         
          EXT. CEMETERY. ANNA'S GRAVE - LATE AFTERNOON
          The Pallbearers slowly lower Anna's casket into the open
          grave. The casket lurches as it settles in the grave.
                         
          INT. INSIDE THE CASKET - SAME TIME
          Anna's eyes SNAP OPEN in terror. She tries to scream out.
          But only a SOFT RATTLING WHISPER escapes from her throat.
                         
          EXT. CEMETERY. ANNA'S GRAVE - SAME TIME
          The TEACHER throws a handful of earth onto the coffin.
          Jack steps up. Looks down curiously. As if he could
          sense Anna. Then slowly pours the soil from his hand.
                                   FATHER GRAHAM (O.C.)
                      We have but a short time to live. Like a
                      flower we blossom and then wither. In
                      the midst of life we are in death.
                         
          INT. INSIDE THE CASKET - SAME TIME
          Blackness. Earth CLATTERS HEAVILY onto the wooden lid.
          Anna GASPS softly. Hyperventilating. The earth keeps
          falling. The sound becoming SOFTER with each shovelful.
          She struggles. Bangs her fists against the wood.
                         
          EXT. CEMETERY. ANNA'S GRAVE - LATER
          The grave's covered with a stone slab now. Votive candles
          flicker on top. In the b.g. MOURNERS head to their cars.
          Paul and Tom stand by the grave.
                                                  TOM
                      You sure you're going to be OK?
                                                                   94.
                         
                         
                                                 PAUL
                    Yeah.   Thanks Tom.
          Tom squeezes Paul's shoulder then walks away.
                         
          INT. FUNERAL HOME. ELIOT'S ROOM - SAME TIME
          Eliot carefully pins Anna's Polaroid to the wall.
                         ON POLAROIDS
          We pan slowly across the other photographs we saw before.
          But now we look at them differently. In some faces there
          is the glimmer of life. In some a despairing pleading
          look. In others passive resignation.
                         ELIOT'S ROOM
          Eliot moves towards the window.
                         ELIOT'S POV
          The dark cemetery. In the distance flickering candles
          illuminate Anna's grave.
                                 ELIOT (O.C.)
                    Imagine Anna. The whole world, your
                    mother, your fianc�e, your friends.
                    Everyone has buried you. They've placed
                    a stone above your body.
                         ELIOT'S ROOM
                                                ELIOT
                    They've said their good byes and gone
                    back to their TV dinners and shopping
                    malls. Thinking that this is never going
                    to happen to them. Until it's their turn
                    to be buried. Think about it Anna...
          Eliot glances at his watch.
                                                ELIOT
                    ...think about it while you still can.
                         
          EXT. FUNERAL HOME. DRIVEWAY - MOMENTS LATER
          Paul unlocks his car. He's about to open the car door
          when he feels someone watching him. He turns. Jack's
          observing him carefully.
                                                PAUL
                    You said she was alive.
                                                                       95.
                         
                         
                                                   JACK
                       I never said she was alive.     I just said
                       I saw her.
          Paul simply nods his head.        Too drained of emotion to react.
                                                   PAUL
                       You need a ride?
          Jack shakes his head.
                                                    PAUL
                       OK.   See you.
          Paul opens the car door.
                                                   JACK
                       Mr. Conran?
                                             (PAUL TURNS)
                       Don't forget to fasten your seat belt.
          Paul nods. Gets in his car.        Jack looks up at the
          Funeral Home.
                         JACK'S POV
          Eliot stands in the window smiling at him.
                         
          INT. MOTHER'S HOUSE. DINING ROOM - NIGHT
          We're at Anna's wake.      PEOPLE talk quietly in small groups.
          Paul fills a glass with whiskey. Knocks it back in one.
          PEOPLE stare disapprovingly. WHISPERING to each other.
                                    ELIOT (O.C.)
                       Don't you think you've had enough to
                       drink?
          Paul turns. Eliot stands beside him.        Paul pours himself
          another drink.
                                                    PAUL
                       Go to hell.
          An ELDERLY COUPLE shake their heads and walk away.
                                                   ELIOT
                                             (AMUSED)
                       Mr. Conran. We're at a wake.      You should
                       show more respect.
                                                   PAUL
                       I know she wasn't dead.
                                                                    96.
                         
                         
                                                   ELIOT
                    Wasn't she?
          Eliot's suddenly tired of Paul's allegations.
                                                ELIOT
                    Mr. Conran. You come to my Funeral
                    Home, making wild accusations. You have
                    no idea what happens when someone dies.
                    What happens to their body. What
                    happens to their soul.
                                          (TAUNTING)
                    You think Anna was alive after the
                    accident? Maybe you're right.
          Paul's stunned.
                                                ELIOT
                    Maybe she's still alive. You obviously
                    don't believe a word I say. So why don't
                    you go and find out for yourself Mr. Conran.
                    Find out whether she's alive or dead.
          Paul grabs Eliot by his lapels.   Shoves him against the wall.
                                                PAUL
                                          (LOUDLY)
                    You twisted fuck.
          The room's SILENT. Everyone turns towards Paul.   Eliot
          whispers in Paul's ear.
                                                ELIOT
                    You don't have much time left.
          Father Graham puts his hand on Paul's arm.
                                                 FATHER GRAHAM
                    Please.   Paul. You're not well.
          Paul pushes his hand away. Eliot shakes his head sadly.
          Everyone looks at Paul with pity as he runs out.
                         
          EXT. MOTHER'S HOUSE - NIGHT
          Paul sprints across the lawn to his car.
                         
          INT. PAUL'S CAR - NIGHT
          Paul slips his key into the ignition.   His hand's shaking.
                         
          EXT. MOTHER'S HOUSE - NIGHT
          Eliot watches Paul's car ROAR OFF.
                                                                        97.
                         
                         
                         
          INT. INSIDE THE CASKET - SAME TIME
          We can't see a thing. But we can hear Anna's SHORT
          SHALLOW GASPS. And the sound of her nails desperately
          SCRATCHING at the coffin lid.
                         
          INT/EXT. PAUL'S CAR. ROAD - NIGHT
          Paul drives fast. Accelerating then quickly braking as
          he weaves through heavy traffic. He comes up behind a
          slow Tractor-Trailer. Hits the HORN.
                                                  PAUL
                     Come on.   Come on.
          He swerves into the middle of the road. There's a blind
          curve ahead... suddenly an SUV comes out of the corner.
          A bright white light sweeps through his car.     Paul's
          momentarily blinded.
                                           THE SCREEN FLASHES TO WHITE.
          Paul opens his eyes. The ROAD'S EMPTY. No sign of any
          traffic. He's confused. The road was busy a moment ago.
          Just then flashing red and orange lights illuminate the
          car. Paul looks in his rear-view mirror.
          ON REARVIEW MIRROR
          An AMBULANCE moves quickly towards him.     Blasts past.
                         CAR
          Paul looks through the front windshield.     Nothing.   He
          frowns. Where did the ambulance go?
                         UP AHEAD
          We see the Funeral Home.   Bone white in the moonlight.
          The cemetery next to it.
                         
          EXT. ROAD - NIGHT
          Eliot's White Van sits by the side of the road.
                         
          EXT. CEMETERY. PARKING LOT - NIGHT
          Paul's car slams to a halt. He jumps out. In the
          distance the candles still burn on Anna's grave.
                                                                     98.
                         
                         
                         
          EXT. CEMETERY. ANNA'S GRAVE - MOMENTS LATER
          Paul grabs a shovel by the grave. Starts digging. Then
          the shovel clunks against wood. He kneels down. Scrapes
          away the earth from the coffin. Then pulls open the lid.
          Anna's eyes are WIDE OPEN.     Her fingernails torn and bloody.
          Paul grabs her shoulders. Pulls her out of the grave.      Her
          body slumps limply like a rag doll.
                                                 PAUL
                    Anna.   I'm here. Please God.     Anna.
          He desperately tries to revive her. But there's no life
          left in her. He's about to give up when...
          Anna's hand TWITCHES. Then after a moment she GASPS.
          Her eyes slowly focus on Paul.
                                                ANNA
                    Paul?
                                                 PAUL
                    Baby.   Thank God.
          Paul gently helps Anna to her feet.    She looks round.
          Dazed. Turns back to Paul.
                                                ANNA
                    You came back for me.
                                                PAUL
                    I came back for you.     You're safe now.
                                                ANNA
                    Promise?
                                                PAUL
                                          (SMILES)
                    Promise.
          Just then Paul hears a rustling sound behind him. He
          turns. Nothing. He cocks his head slightly. There's
          something unnerving about the silence.
          Suddenly a CROW rises noisily into the air. Paul starts.
          Then watches, relieved, as the crow disappears into the
          dark sky. He turns back to Anna... she's not there.
                                                PAUL
                    Anna?
          Paul looks round desperately. Runs between the stone
          crosses and statues of grieving angels searching for her.
                                                                       99.
                         
                         
                                                  PAUL
                    Anna!
          Just then he glimpses SOMETHING MOVE among the trees.
          Runs over. Nothing. The cemetery is empty. The trees
          appear to SHIMMER for a moment. Paul shivers. Pulls his
          jacket around him. He doesn't notice the candles on
          Anna's grave behind him suddenly BLOW OUT.
                         
          INT/EXT. ELIOT'S VAN. ROAD - NIGHT
          We hear the sound of a SIREN. The AMBULANCE blasts past.
          Eliot slides a disc into the player. CLASSICAL MUSIC
          fills the van. He strums the wheel. Enjoying the music.
                         
          EXT. CEMETERY. PARKING LOT - NIGHT
          Paul frantically runs into the parking lot.    Still
          calling out for Anna.
                                                  PAUL
                    Anna!
          Suddenly the interior light in his car comes on.    Paul
          looks at the car nervously.
          He heads over to it.   Apprehensive.   Then... the car door
          slowly CLICKS open.
          Paul stops.   Stares into the car.   There's no one there.
                         
          INT. PAUL'S CAR - MOMENTS LATER
          Through the windshield we see Paul approach the car.
          He peers in nervously. Then cautiously gets in. As he
          switches the interior light off, the camera moves slowly
          around him revealing...
          ... ANNA sitting in the passenger seat.
                                                ANNA
                    Are we going home?
          Paul turns sharply.    Stunned.   Anna moves towards him.
                                                ANNA
                    Or do you want to make love here?
                                                PAUL
                    Where did you go?
          Anna puts her fingers on Paul's lips. Clearly turned on.
          We hear the sound of something being UNZIPPED.
                                                                  100.
                         
                         
                                                ANNA
                                          (WHISPERS)
                    I've been waiting for you.    I missed you
                    so much.
          A line of BLOOD trickles from his nose. He touches his
          lips. Looks blankly at the blood on his fingertips. A
          drop of blood falls on Paul's white shirt. It unfurls
          like a flower. Spreading out over the material.
                                                 ANNA
                    I love you.   I always did.
          Anna hungrily kisses him. He responds passionately.
          Suddenly we hear a SHARP METALLIC SOUND.
                                                PAUL
                                          (ALARMED)
                    What was that?
          Anna responds as if it was nothing strange.
                                                ANNA
                    It's only the scissors...
          We see the growing anxiety in Paul's eyes.    Anna's just
          interested in his lips.
                                                 PAUL
                    Scissors?   What scissors?
                                                ANNA
                    Scissors. For your clothes.    Eliot just
                    put them on the table.
          Paul pulls back.   Terrified.
                                                ANNA
                    You're safe now. We're finally together.
          A strong bright light sweeps across Paul's face. Like
          the headlights of the car on the blind curve earlier.
                                          FADE TO SEARING WHITENESS.
          Paul blinks as he gradually gets used to the harsh light.
          Slowly the room comes into focus...
                         
          INT. FUNERAL HOME. PREP ROOM - NIGHT
          Eliot stands over Paul holding a pair of BLOODY SCISSORS.
          Paul looks down. His white shirt soaked with blood, the
          material sliced open.
                                                 PAUL
                    Where am I?
                                                                     101.
                         
                         
          He talks with difficulty.   His breath labored.
                                                 ELIOT
                    You're in a funeral home.
                                          (BEAT)
                    You're dead.
                                                PAUL
                    I'm not dead.
          Jack appears at Eliot's side.
                                                ELIOT
                    You had a car accident. You swerved off
                    the road. On the way to the cemetery.
                    Hit a tree.
                                                  PAUL
                    I saw Anna.    You buried her alive.
                                                ELIOT
                    I'm sorry Mr. Conran. You never made it
                    to the cemetery. You never saw Anna.
                    You're dead.
          Paul's glazed eyes widen in shock.
                                                PAUL
                    I'm not dead.
          Eliot speaks calmly.    Soothingly.
                                                ELIOT
                    Your skull was crushed. Your spinal cord
                    pulverized. Your brain cells are slowly
                    dying. Your body's already decomposing.
                                                PAUL
                    I'm not dead.
          Eliot sighs wearily.    He's had this conversation many
          times before.
                                                  ELIOT
                    You people.    You all say the same thing.
          Eliot's voice, with each word, fades further and further
          away. Paul closes his eyes.
                                           FADE TO SEARING WHITENESS.
                                 PAUL (O.S.)
                    I'm not dead.
                                                            FADE OUT.
IT'S A WONDERFUL LIFE
                                 "IT'S A WONDERFUL LIFE"
                                            By
                                     Frances Goodrich
                                      Albert Hackett
                                       Frank Capra
                                       Jo Swerling
                
               FADE IN:
               NIGHT SEQUENCE
               Series of shots of various streets and buildings in the town 
               of Bedford Falls, somewhere in New York State. The streets 
               are deserted, and snow is falling. It is Christmas Eve. Over 
               the above scenes we hear voices praying:
                                     GOWER'S VOICE
                         I owe everything to George Bailey. 
                         Help him, dear Father.
                                     MARTINI'S VOICE
                         Joseph, Jesus and Mary. Help my friend 
                         Mr. Bailey.
                                     MRS. BAILEY'S VOICE
                         Help my son George tonight.
                                     BERT'S VOICE
                         He never thinks about himself, God; 
                         that's why he's in trouble.
                                     ERNIE'S VOICE
                         George is a good guy. Give him a 
                         break, God.
                                     MARY'S VOICE
                         I love him, dear Lord. Watch over 
                         him tonight.
                                     JANIE'S VOICE
                         Please, God. Something's the matter 
                         with Daddy.
                                     ZUZU'S VOICE
                         Please bring Daddy back.
               CAMERA PULLS UP from the Bailey home and travels up through 
               the sky until it is above the falling snow and moving slowly 
               toward a firmament full of stars. As the camera stops we 
               hear the following heavenly voices talking, and as each voice 
               is heard, one of the stars twinkles brightly:
                                     FRANKLIN'S VOICE
                         Hello, Joseph, trouble?
                                     JOSEPH'S VOICE
                         Looks like we'll have to send someone 
                         down � a lot of people are asking 
                         for help for a man named George 
                         Bailey.
                                     FRANKLIN'S VOICE
                         George Bailey. Yes, tonight's his 
                         crucial night. You're right, we'll 
                         have to send someone down immediately. 
                         Whose turn is it?
                                     JOSEPH'S VOICE
                         That's why I came to see you, sir. 
                         It's that clock-maker's turn again.
                                     FRANKLIN'S VOICE
                         Oh � Clarence. Hasn't got his wings 
                         yet, has he? We've passed him up 
                         right along.
                                     JOSEPH'S VOICE
                         Because, you know, sir, he's got the 
                         I.Q. of a rabbit.
                                     FRANKLIN'S VOICE
                         Yes, but he's got the faith of a 
                         child � simple. Joseph, send for 
                         Clarence.
               A small star flies in from left of screen and stops. It 
               twinkles as Clarence speaks:
                                     CLARENCE'S VOICE
                         You sent for me, sir?
                                     FRANKLIN'S VOICE
                         Yes, Clarence. A man down on earth 
                         needs our help.
                                     CLARENCE'S VOICE
                         Splendid! Is he sick?
                                     FRANKLIN'S VOICE
                         No, worse. He's discouraged. At 
                         exactly ten-forty-five PM tonight, 
                         Earth time, that man will be thinking 
                         seriously of throwing away God's 
                         greatest gift.
                                     CLARENCE'S VOICE
                         Oh, dear, dear! His life! Then I've 
                         only got an hour to dress. What are 
                         they wearing now?
                                     FRANKLIN'S VOICE
                         You will spend that hour getting 
                         acquainted with George Bailey.
                                     CLARENCE'S VOICE
                         Sir... If I should accomplish this 
                         mission � I mean � might I perhaps 
                         win my wings?  I've been waiting for 
                         over two hundred years now, sir � 
                         and people are beginning to talk.
                                     FRANKLIN'S VOICE
                         What's that book you've got there?
                                     CLARENCE'S VOICE
                         The Adventures of Tom Sawyer.
                                     FRANKLIN'S VOICE
                         Clarence, you do a good job with 
                         George Bailey, and you'll get your 
                         wings.
                                     CLARENCE'S VOICE
                         Oh, thank you, sir. Thank you.
                                     JOSEPH'S VOICE
                         Poor George... Sit down.
                                     CLARENCE'S VOICE
                         Sit down? What are...
                                     JOSEPH'S VOICE
                         If you're going to help a man, you 
                         want to know something about him, 
                         don't you?
                                     CLARENCE'S VOICE
                         Well, naturally. Of course.
                                     JOSEPH'S VOICE
                         Well, keep your eyes open. See the 
                         town?
               The stars fade out from the screen, and a light, 
               indistinguishable blur is seen.
                                     CLARENCE'S VOICE
                         Where? I don't see a thing.
                                     JOSEPH'S VOICE
                         Oh, I forgot. You haven't got your 
                         wings yet. Now look, I'll help you 
                         out.  Concentrate. Begin to see 
                         something?
               The blur on the screen slowly begins to take form. We see a 
               group of young boys on top of a snow-covered hill.
                                     CLARENCE'S VOICE
                         Why, yes. This is amazing.
                                     JOSEPH'S VOICE
                         If you ever get your wings, you'll 
                         see all by yourself.
                                     CLARENCE'S VOICE
                         Oh, wonderful!
               EXT. FROZEN RIVER AND HILL � DAY � CLOSE SHOT
               Group of boys. They are preparing to slide down the hill on 
               large shovels. One of them makes the slide and shoots out 
               onto the ice of a frozen river at the bottom of the hill.
                                     BOY
                              (as he slides)
                         Yippee!!
                                     CLARENCE'S VOICE
                         Hey, who's that?
                                     JOSEPH'S VOICE
                         That's your problem, George Bailey.
                                     CLARENCE'S VOICE
                         A boy?
                                     JOSEPH'S VOICE
                         That's him when he was twelve, back 
                         in 1919. Something happens here you'll 
                         have to remember later on.
               Series of shots as four or five boys make the slide down the 
               hill and out onto the ice. As each boy comes down the others 
               applaud.
               CLOSE SHOT
               George Bailey at bottom of slide.
                                     GEORGE
                              (through megaphone)
                         And here comes the scare-baby, my 
                         kid brother, Harry Bailey.
               CLOSE SHOT � HARRY
               On top of hill, preparing to make his slide.
                                     HARRY
                         I'm not scared.
                                     BOYS
                              (ad lib)
                         Come on, Harry! Attaboy, Harry!
               MEDIUM SHOT
               Harry makes his slide very fast. He passes the marks made by 
               the other boys, and his shovel takes him onto the thin ice 
               at the bend of the river. The ice breaks, and Harry disappears 
               into the water.
               CLOSE SHOT � GEORGE
                                     GEORGE
                         I'm coming, Harry.
               MEDIUM SHOT
               George jumps into the water and grabs Harry. As he starts to 
               pull him out he yells:
                                     GEORGE
                         Make a chain, gang! A chain!
               WIDER ANGLE
               The other boys lie flat on the ice, forming a human chain. 
               When George reaches the edge with Harry in his arms, they 
               pull them both to safety.
                                     JOSEPH'S VOICE
                         George saved his brother's life that 
                         day.  But he caught a bad cold which 
                         infected his left ear. Cost him his 
                         hearing in that ear. It was weeks 
                         before he could return to his after-
                         school job at old man Gower's 
                         drugstore.
                                                                   DISSOLVE
               EXT. MAIN STREET � BEDFORD FALLS � SPRING AFTERNOON
               MEDIUM SHOT
               Five or six boys are coming toward camera, arm in arm, 
               whistling.  Their attention is drawn to an elaborate 
               horsedrawn carriage proceeding down the other side of the 
               street.
               MEDIUM PAN SHOT
               The carriage driving by. We catch a glimpse of an elderly 
               man riding in it.
               CLOSE SHOT
               The boys watching the carriage.
                                     GEORGE
                         Mr. Potter!
                                     CLARENCE'S VOICE
                         Who's that � a king?
                                     JOSEPH'S VOICE
                         That's Henry F. Potter, the richest 
                         and meanest man in the county.
               The boys continue until they reach Gower's drugstore. The 
               drugstore is old-fashioned and dignified, with jars of colored 
               water in the windows and little else. As the kids stop:
                                     GEORGE
                         So long!
                                     BOYS
                              (ad lib)
                         Got to work, slave. Hee-haw. Hee-
                         haw.
               INTERIOR DRUGSTORE � DAY
               MEDIUM SHOT
               George comes in and crosses to an old-fashioned cigar lighter 
               on the counter. He shuts his eyes and makes a wish:
                                     GEORGE
                         Wish I had a million dollars.
               He clicks the lighter and the flame springs up.
                                     GEORGE
                         Hot dog!
               WIDER ANGLE
               George crosses over to the soda fountain, at which Mary Hatch, 
               a small girl, is seated, watching him. George goes on to get 
               his apron from behind the fountain.
                                     GEORGE
                              (calling toward back 
                              room)
                         It's me, Mr. Gower. George Bailey.
               CLOSE SHOT
               Mr. Gower, the druggist, peering from a window in back room. 
               We see him take a drink from a bottle.
                                     GOWER
                         You're late.
               MEDIUM SHOT
               George behind soda fountain. He is putting on his apron.
                                     GEORGE
                         Yes, sir.
               WIDER ANGLE
               Violet Bick enters the drugstore and sits on one of the stools 
               at the fountain. She is the same height as Mary and the same 
               age, but she is infinitely older in her approach to people.
                                     VIOLET
                              (with warm friendliness)
                         Hello, George.
                              (then, flatly, as she 
                              sees Mary)
                         'Lo, Mary.
                                     MARY
                              (primly)
                         Hello, Violet.
               George regards the two of them with manly disgust. They are 
               two kids to him, and a nuisance. He starts over for the candy 
               counter.
                                     GEORGE
                         Two cents worth of shoelaces?
                                     VIOLET
                         She was here first.
                                     MARY
                         I'm still thinking.
                                     GEORGE
                              (to Violet)
                         Shoelaces?
                                     VIOLET
                         Please, Georgie.
               George goes over to the candy counter.
                                     VIOLET
                              (to Mary)
                         I like him.
                                     MARY
                         You like every boy.
                                     VIOLET
                              (happily)
                         What's wrong with that?
                                     GEORGE
                         Here you are.
               George gives Violet a paper sack containing licorice 
               shoelaces.  Violet gives him the money.
                                     VIOLET
                              (the vamp)
                         Help me down?
                                     GEORGE
                              (disgusted)
                         Help you down!
               Violet jumps down off her stool and exits. Mary, watching, 
               sticks out her tongue as she passes.
               CLOSE SHOT � GEORGE AND MARY AT FOUNTAIN
                                     GEORGE
                         Made up your mind yet?
                                     MARY
                         I'll take chocolate.
               George puts some chocolate ice cream in a dish.
                                     GEORGE
                         With coconuts?
                                     MARY
                         I don't like coconuts.
                                     GEORGE
                         You don't like coconuts!  Say, 
                         brainless, don't you know where 
                         coconuts come from?  Lookit here � 
                         from Tahiti � Fiji Islands, the Coral 
                         Sea!
               He pulls a magazine from his pocket and shows it to her.
                                     MARY
                         A new magazine! I never saw it before.
                                     GEORGE
                         Of course you never. Only us explorers 
                         can get it. I've been nominated for 
                         membership in the National Geographic 
                         Society.
               He leans down to finish scooping out the ice cream, his deaf 
               ear toward her.  She leans over, speaking softly.
               CLOSE SHOT
               Mary, whispering.
                                     MARY
                         Is this the ear you can't hear on? 
                         George Bailey, I'll love you till 
                         the day I die.
               She draws back quickly and looks down, terrified at what she 
               has said.
               CLOSE SHOT � GEORGE AND MARY
                                     GEORGE
                         I'm going out exploring some day, 
                         you watch. And I'm going to have a 
                         couple of harems, and maybe three or 
                         four wives.  Wait and see.
               He turns back to the cash register, whistling.
               ANOTHER ANGLE
               Taking in entrance to prescription room at end of fountain. 
               Gower comes to the entrance. He is bleary-eyed, unshaven, 
               chewing an old unlit cigar. His manner is gruff and mean. It 
               is evident he has been drinking.
                                     GOWER
                         George! George!
                                     GEORGE
                         Yes, sir.
                                     GOWER
                         You're not paid to be a canary.
                                     GEORGE
                         No, sir.
               He turns back to the cash register when he notices an open 
               telegram on the shelf. He is about to toss it aside when he 
               starts to read it.
               INSERT: THE TELEGRAM
               It reads: "We regret to inform you that your son, Robert, 
               died very suddenly this morning of influenza stop. Everything 
               possible was done for his comfort stop. We await instructions 
               from you.  EDWARD MELLINGTON Pres. HAMMERTON COLLEGE."
               BACK TO SHOT
               George puts the telegram down. A goodness of heart expresses 
               itself in a desire to do something for Gower. He gives the 
               ice cream to Mary without comment and sidles back toward 
               Gower.
               INT. PRESCRIPTION ROOM OF DRUGSTORE � DAY
               CLOSE SHOT
               Gower, drunk, is intent on putting some capsules into a box.
                                     GEORGE
                         Mr. Gower, do you want something...  
                         Anything?
                                     GOWER
                         No.
                                     GEORGE
                         Anything I can do back here?
                                     GOWER
                         No.
               George looks curiously at Gower, realizing that he is quite 
               drunk.  Gower fumbles and drops some of the capsules to the 
               floor.
               CLOSE SHOT
               Capsules spilling on floor at their feet.
               BACK TO SHOT
               George and Gower.
                                     GEORGE
                         I'll get them, sir.
               He picks up the capsules and puts them in the box. Gower 
               waves George aside, takes his old wet cigar, shoves it in 
               his mouth and sits in an old Morris chair in the background. 
               George turns a bottle around from which Gower has taken the 
               powder for the capsules. Its label reads "POISON." George 
               stands still, horrified.
                                     GOWER
                         Take these capsules over to Mrs. 
                         Blaine's.  She's waiting for them.
               George picks up the capsule box, not knowing what to do or 
               say.  His eyes go, harassed, to the bottle labeled poison. 
               George's fingers fumble.
                                     GEORGE
                         Yes, sir. They have the diphtheria 
                         there, haven't they, sir?
                                     GOWER
                         Ummmm...
               Gower stares moodily ahead, sucking his cigar. George turns 
               to him, the box in his hand.
                                     GEORGE
                         Is it a charge, sir?
                                     GOWER
                         Yes � charge.
                                     GEORGE
                         Mr. Gower, I think...
                                     GOWER
                         Aw, get going!
                                     GEORGE
                         Yes, sir.
               INT. DRUGSTORE � DAY
               MEDIUM SHOT
               George comes out into main room. As he puts on his cap he 
               sees a Sweet Caporals ad which says:
               INSERT
               "ASK DAD HE KNOWS" � SWEET CAPORAL
               BACK TO SHOT
               With an inspiration, George dashes out the door and down the 
               street. Mary follows him with her eyes.
               EXT. STREET � DAY
               MEDIUM SHOT
               George runs down the street until he comes opposite a two-
               story building with a sign on it reading: "Bailey Building 
               and Loan Association." He stops. Potter's carriage is waiting 
               at the entrance. Suddenly he runs up the stairs.
               INT. OUTER OFFICE BLDG. AND LOAN � DAY
               FULL SHOT
               The offices are ancient and a bit on the rickety side. There 
               is a counter with a grill, something like a bank. Before a 
               door marked:
               "PETER BAILEY, PRIVATE", George's Uncle Billy stands, 
               obviously trying to hear what is going on inside. He is a 
               very good-humored man of about fifty, in shirt-sleeves. With 
               him at the door, also listening, are Cousin Tilly Bailey, a 
               waspish-looking woman, who is the telephone operator, and 
               Cousin Eustace Bailey, the clerk.  The office vibrates with 
               an aura of crisis as George enters and proceeds directly 
               toward his father's office.
               CLOSE SHOT
               Uncle Billy listening at the door. As George is about to 
               enter his father's office, uncle Billy grabs him by the arm.
                                     UNCLE BILLY
                         Avast, there, Captain Cook! Where 
                         you headin'?
                                     GEORGE
                         Got to see Pop, Uncle Billy.
                                     UNCLE BILLY
                         Some other time, George.
                                     GEORGE
                         It's important.
                                     UNCLE BILLY
                         There's a squall in there that's 
                         shapin' up into a storm.
               During the foregoing, Cousin Tilly has answered the telephone, 
               and now she calls out:
                                     COUSIN TILLY
                         Uncle Billy... telephone.
                                     UNCLE BILLY
                         Who is it?
                                     COUSIN TILLY
                         Bank examiner.
               INSERT
               CLOSEUP � UNCLE BILLY'S LEFT HAND There are pieces of string 
               tied around two of the fingers, obviously to remind him of 
               things he has to do.
               BACK TO SHOT
               Uncle Billy looking at his hand.
                                     UNCLE BILLY
                         Bank examiner!  I should have called 
                         him yesterday. Switch it inside.
               He enters a door marked: "WILLIAM BAILEY, PRIVATE". George 
               stands irresolute a moment, aware of crisis in the affairs 
               of the Bailey Building and Loan Association, but aware more 
               keenly of his personal crisis. He opens the door of his 
               father's office and enters.
               INT. BAILEY'S PRIVATE OFFICE � DAY
               MEDIUM SHOT
               George's father is seated behind his desk, nervously drawing 
               swirls on a pad. He looks tired and worried. He is a gentle 
               man in his forties, an idealist, stubborn only for other 
               people's rights.  Nearby, in a throne-like wheelchair, behind 
               which stands the goon who furnishes the motive power, sits 
               Henry F. Potter, his squarish derby hat on his head. The 
               following dialogue is fast and heated, as though the argument 
               had been in process for some time.
                                     BAILEY
                         I'm not crying, Mr. Potter.
                                     POTTER
                         Well, you're begging, and that's a 
                         whole lot worse.
                                     BAILEY
                         All I'm asking is thirty days more...
                                     GEORGE
                              (interrupting)
                         Pop!
                                     BAILEY
                         Just a minute, son.
                              (to Potter)
                         Just thirty short days. I'll dig up 
                         that five thousand somehow.
                                     POTTER
                              (to his goon)
                         Shove me up...
               Goon pushes his wheelchair closer to the desk.
                                     GEORGE
                         Pop!
                                     POTTER
                         Have you put any real pressure on 
                         those people of yours to pay those 
                         mortgages?
                                     BAILEY
                         Times are bad, Mr. Potter. A lot of 
                         these people are out of work.
                                     POTTER
                         Then foreclose!
                                     BAILEY
                         I can't do that. These families have 
                         children.
               MEDIUM CLOSE SHOT � POTTER AND BAILEY
                                     GEORGE
                         Pop!
                                     POTTER
                         They're not my children.
                                     BAILEY
                         But they're somebody's children.
                                     POTTER
                         Are you running a business or a 
                         charity ward?
                                     BAILEY
                         Well, all right...
                                     POTTER
                              (interrupting)
                         Not with my money!
               CLOSE SHOT � POTTER AND BAILEY
                                     BAILEY
                         Mr. Potter, what makes you such a 
                         hardskulled character? You have no 
                         family � no children. You can't begin 
                         to spend all the money you've got.
                                     POTTER
                         So I suppose I should give it to 
                         miserable failures like you and that 
                         idiot brother of yours to spend for 
                         me.
               George cannot listen any longer to such libel about his 
               father. He comes around in front of the desk.
                                     GEORGE
                         He's not a failure! You can't say 
                         that about my father!
                                     BAILEY
                         George, George...
                                     GEORGE
                         You're not! You're the biggest man 
                         in town!
                                     BAILEY
                         Run along.
               He pushes George toward the door.
                                     GEORGE
                         Bigger'n him!
               As George passes Potter's wheelchair he pushes the old man's 
               shoulder. The goon puts out a restraining hand.
                                     GEORGE
                         Bigger'n everybody.
               George proceeds toward the door, with his father's hand on 
               his shoulder. As they go:
                                     POTTER
                         Gives you an idea of the Baileys.
               INT. OUTER OFFICE BLDG. AND LOAN � DAY
               CLOSE SHOT
               George and his father at the door.
                                     GEORGE
                         Don't let him say that about you, 
                         Pop.
                                     BAILEY
                         All right, son, thanks. I'll talk to 
                         you tonight.
               Bailey closes the door on George and turns back to Potter. 
               George stands outside the door with the capsules in his hand.
                                                                   WIPE TO:
               BACK TO DRUGSTORE
               INT. BACK ROOM � GOWER'S DRUGSTORE � DAY
               CLOSE SHOT
               Gower talking on the telephone. George stands in the doorway.
                                     GOWER
                              (drunkenly)
                         Why, that medicine should have been 
                         there an hour ago. It'll be over in 
                         five minutes, Mrs. Blaine.
               He hangs up the phone and turns to George.
                                     GOWER
                         Where's Mrs. Blaine's box of capsules?
               He grabs George by the shirt and drags him into the back 
               room.
                                     GEORGE
                         Capsules...
                                     GOWER
                              (shaking him)
                         Did you hear what I said?
                                     GEORGE
                              (frightened)
                         Yes, sir, I...
               Gower starts hitting George about the head with his open 
               hands.  George tries to protect himself as best he can.
                                     GOWER
                         What kind of tricks are you playing, 
                         anyway? Why didn't you deliver them 
                         right away? Don't you know that boy's 
                         very sick?
                                     GEORGE
                              (in tears)
                         You're hurting my sore ear.
               INT. FRONT ROOM DRUGSTORE � DAY
               CLOSE SHOT
               Mary is still seated at the soda fountain. Each time she 
               hears George being slapped, she winces.
               INT. BACK ROOM DRUGSTORE � DAY
               CLOSE SHOT � GEORGE AND GOWER
                                     GOWER
                         You lazy loafer!
                                     GEORGE
                              (sobbing)
                         Mr. Gower, you don't know what you're 
                         doing. You put something wrong in 
                         those capsules. I know you're unhappy. 
                         You got that telegram, and you're 
                         upset. You put something bad in those 
                         capsules. It wasn't your fault, Mr. 
                         Gower...
               George pulls the little box out of his pocket. Gower savagely 
               rips it away from him, breathing heavily, staring at the boy 
               venomously.
                                     GEORGE
                         Just look and see what you did. Look 
                         at the bottle you took the powder 
                         from. It's poison!  I tell you, it's 
                         poison!  I know you feel bad... and...
               George falters off, cupping his aching ear with a hand. Gower 
               looks at the large brown bottle which has not been replaced 
               on the shelf. He tears open the package, shakes the powder 
               out of one of the capsules, cautiously tastes it, then 
               abruptly throws the whole mess to the table and turns to 
               look at George again. The boy is whimpering, hurt, frightened. 
               Gower steps toward him.
                                     GEORGE
                         Don't hurt my sore ear again.
               But this time Gower sweeps the boy to him in a hug and, 
               sobbing hoarsely, crushes the boy in his embrace. George is 
               crying too.
                                     GOWER
                         No... No... No...
                                     GEORGE
                         Don't hurt my ear again!
                                     GOWER
                              (sobbing)
                         Oh, George, George...
                                     GEORGE
                         Mr. Gower, I won't ever tell anyone. 
                         I know what you're feeling. I won't 
                         ever tell a soul. Hope to die, I 
                         won't.
                                     GOWER
                         Oh, George.
                                                               DISSOLVE TO:
               INT. LUGGAGE SHOP � DAY � (1928)
               MEDIUM SHOT
               It is late afternoon. A young man is looking over an 
               assortment of luggage. Across the counter stands Joe Hepner, 
               the proprietor of the store � he is showing a suitcase.
                                     JOE
                         An overnight bag � genuine English 
                         cowhide, combination lock, fitted up 
                         with brushes, combs...
                                     CUSTOMER
                         Nope.
               AS CAMERA MOVES UP CLOSER to him, he turns and we get our 
               first glimpse of George as a young man. CAMERA HAS MOVED UP 
               to a CLOSEUP by now.
                                     GEORGE
                         Nope. Nope. Nope. Nope. Now, look, 
                         Joe.  Now, look, I... I want a big 
                         one.
               Suddenly, in action, as George stands with his arms 
               outstretched in illustration, the picture freezes and becomes 
               a still. Over this hold-frame shot we hear the voices from 
               Heaven:
                                     CLARENCE'S VOICE
                         What did you stop it for?
                                     JOSEPH'S VOICE
                         I want you to take a good look at 
                         that face.
                                     CLARENCE'S VOICE
                         Who is it?
                                     JOSEPH'S VOICE
                         George Bailey.
                                     CLARENCE'S VOICE
                         Oh, you mean the kid that had his 
                         ears slapped back by the druggist.
                                     JOSEPH'S VOICE
                         That's the kid.
                                     CLARENCE'S VOICE
                         It's a good face. I like it. I like 
                         George Bailey. Tell me, did he ever 
                         tell anyone about the pills?
                                     JOSEPH'S VOICE
                         Not a soul.
                                     CLARENCE'S VOICE
                         Did he ever marry the girl? Did he 
                         ever go exploring?
                                     JOSEPH'S VOICE
                         Well, wait and see.
               CLOSE SHOT � THE SCREEN
               The arrested CLOSEUP of George springs to life again.
                                     GEORGE
                         Big - see!  I don't want one for one 
                         night.  I want something for a 
                         thousand and one nights, with plenty 
                         of room for labels from Italy and 
                         Baghdad, Samarkand... a great big 
                         one. 
                                     JOE
                         I see, a flying carpet, huh? I don't 
                         suppose you'd like this old second-
                         hand job, would you?
               He brings a large suitcase up from under the counter.
                                     GEORGE
                         Now you're talkin'. Gee whiz, I could 
                         use this as a raft in case the boat 
                         sunk. How much does this cost?
                                     JOE
                         No charge.
                                     GEORGE
                         That's my trick ear, Joe. It sounded 
                         as if you said no charge.
                                     JOE
                              (indicating name on 
                              suitcase)
                         That's right.
                                     GEORGE
                              (as he sees his name)
                         What's my name doing on it?
                                     JOE
                         A little present from old man Gower. 
                         Came down and picked it out himself.
                                     GEORGE
                              (admiring the bag)
                         He did? Whatta you know about that � 
                         my old boss...
                                     JOE
                         What boat you sailing on?
                                     GEORGE
                         I'm working across on a cattle boat.
                                     JOE
                         A cattle boat?
                                     GEORGE
                              (as he exits)
                         Okay, I like cows.
                                                                   WIPE TO:
               INT. GOWER'S DRUGSTORE � DAY
               MEDIUM SHOT
               The place is practically the same except that it is now full 
               of school kids having sodas, etc. A juke box and many little 
               tables have been added. It has become the hangout of the 
               local small fry.  There are now three kids jerking sodas.  
               Gower is a different man now � sober, shaven and good-humored. 
               He is behind the counter when George comes in. Gower's face 
               lights up when he sees George.
                                     GEORGE
                         Mr. Gower... Mr. Gower... thanks 
                         ever so much for the bag. It's just 
                         exactly what I wanted.
                                     GOWER
                         Aw, forget it.
                                     GEORGE
                         Oh, it's wonderful.
                                     GOWER
                         Hope you enjoy it.
               George suddenly sees the old cigar lighter on the counter. 
               He closes his eyes and makes a wish.
                                     GEORGE
                         Oh... Oh. Wish I had a million 
                         dollars.
               As he snaps the lighter the flame springs up.
                                     GEORGE
                         Hot dog!
               George shakes Gower's hand vigorously and exits.
               EXT. MAIN STREET BEDFORD FALLS � DAY
               PAN SHOT as George crosses the street, Uncle Billy, cousin 
               Tilly and Cousin Eustace are leaning out of the second floor 
               window of the Building and Loan offices.
                                     UNCLE BILLY
                         Avast there, Captain Cook. You got 
                         your sea legs yet?
                                     COUSIN EUSTACE
                         Parlez-vous francais? Hey, send us 
                         some of them picture postcards, will 
                         you, George?
                                     UNCLE BILLY
                         Hey, George, don't take any plugged 
                         nickels.
                                     COUSIN TILLY
                         Hey, George, your suitcase is leaking.  
                         George waves up at them and continues 
                         on across the street.
               EXT. MAIN STREET � DAY
               MEDIUM SHOT
               As George crosses the street. He spots Ernie and his cab, 
               and Bert the motor cop, parked alongside.
                                     GEORGE
                         Hey, Ernie!
                                     ERNIE
                         Hiya, George!
                                     GEORGE
                         Hi, Bert.
                                     BERT
                         George...
                                     GEORGE
                         Ernie, I'm a rich tourist today. How 
                         about driving me home in style?
               Bert opens the door of the cab and puts George's suitcase 
               inside.
                                     ERNIE
                         Sure, your highness, hop in. And, 
                         for the carriage trade, I puts on my 
                         hat.
               As George is about to enter the cab, he stops suddenly as he 
               sees Violet (now obviously a little sex machine) come toward 
               him. Her walk and figure would stop anybody. She gives him a 
               sultry look.
               REVERSE ANGLE
               The three men by the cab, but including Violet.
                                     VIOLET
                         Good afternoon, Mr. Bailey.
                                     GEORGE
                         Hello, Violet. Hey, you look good. 
                         That's some dress you got on there.
               CLOSE SHOT � VIOLET
               She reacts to this.
                                     VIOLET
                         Oh, this old thing? Why, I only wear 
                         it when I don't care how I look.
               CAMERA PANS WITH HER AS VIOLET SWINGS ON DOWN THE SIDEWALK.
               REVERSE SHOT � CAB
               As Violet goes by, George and Bert raise their heads above 
               the top of the cab.
               MEDIUM SHOT
               On Violet's back as she goes. As she crosses the street, an 
               elderly man turns to look at her and is almost hit by a car 
               that pulls up with screeching brakes.
               CLOSE SHOT � GEORGE AND BERT AT CAB
               Ernie sticks his head out form the driver's seat.
                                     ERNIE
                         How would you like...
                                     GEORGE
                              (as he enters cab)
                         Yes...
                                     ERNIE
                         Want to come along, Bert?  We'll 
                         show you the town!
               Bert looks at his watch, then takes another look at Violet's 
               retreating figure.
                                     BERT
                         No, thanks. Think I'll go home and 
                         see what the wife's doing.
                                     ERNIE
                         Family man.
                                                               DISSOLVE TO:
               INT. BAILEY DINING ROOM � NIGHT
               MEDIUM SHOT
               Pop Bailey is seated at the dinner table. Mrs. Bailey and 
               Annie, the cook, look up toward the vibrating ceiling. There 
               are SOUNDS of terrific banging and scuffling upstairs. Annie 
               pounds on the ceiling with a broom.
                                     MOTHER
                              (calling out)
                         George! Harry! You're shaking the 
                         house down! Stop it!
                                     POP
                         Oh, let 'em alone. I wish I was up 
                         there with them.
                                     MOTHER
                         Harry'll tear his dinner suit. George!
               ANOTHER ANGLE
               Mrs. Bailey is calling up the stairs.
                                     ANNIE
                         That's why all children should be 
                         girls.
                                     MOTHER
                         But if they were all girls, there 
                         wouldn't be any... Oh, never mind.
                              (calling upstairs)
                         George! Harry! Come down to dinner 
                         this minute. Everything's getting 
                         cold and you know we've been waiting 
                         for you.
                                     GEORGE'S VOICE
                         Okay, Mom.
               She goes up the stairs.  Pop is smiling and poking his plate. 
               A commotion is heard on the stairs, the boys imitating fanfare 
               MUSIC. Down they come, holding their mother high between 
               them on their hands. They bring her into the dining room and 
               deposit her gracefully into Pop's lap.
                                     BOYS
                         Here's a present for you, Pop.
               Pop kisses her. Mother gives Pop a quick hug, then turns 
               with all the wrath she can muster on the two boys.
                                     MOTHER
                         Oh, you two idiots! George, sit down 
                         and have dinner.
                                     HARRY
                         I've eaten.
                                     MOTHER
                         Well, aren't you going to finish 
                         dressing for your graduation party? 
                         Look at you.
                                     HARRY
                         I don't care. It's George's tux.
               Annie crosses the room, holding her broom. Harry reaches out 
               for her.
                                     ANNIE
                         If you lay a hand on me, I'll hit 
                         you with this broom.
                                     HARRY
                         Annie, I'm in love with you. There's 
                         a moon out tonight.
               As he pushes her through the kitchen door, he slaps her fanny. 
               She screams. The noise is cut off by the swinging door. George 
               and his mother sit down at the table.
                                     GEORGE
                         Boy, oh, boy, oh, boy � my last meal 
                         at the old Bailey boarding house.
                                     MOTHER
                         Oh, my lands, my blood pressure!
               CLOSE SHOT
               Harry, as he sticks his head through the kitchen door.
                                     HARRY
                         Pop, can I have the car? I'm going 
                         to take over a lot of plates and 
                         things.
                                     MOTHER
                         What plates?
                                     HARRY
                         Oh, Mom � I'm chairman of the eats 
                         committee and we only need a couple 
                         of dozen.
                                     MOTHER
                         Oh, no you don't. Harry, now, not my 
                         best Haviland.
               She follows Harry into the kitchen, leaving Pop and George. 
               As she goes:
                                     GEORGE
                         Oh, let him have the plates, Mother.
               CLOSE SHOT
               George and his father, eating at the table. There is a great 
               similarity and a great understanding between them.
                                     POP
                         Hope you have a good trip, George. 
                         Uncle Billy and I are going to miss 
                         you.
                                     GEORGE
                         I'm going to miss you, too, Pop. 
                         What's the matter? You look tired.
                                     POP
                         Oh, I had another tussle with Potter 
                         today.
                                     GEORGE
                         Oh...
                                     POP
                         I thought when we put him on the 
                         Board of Directors, he'd ease up on 
                         us a little bit.
                                     GEORGE
                         I wonder what's eating that old money 
                         grubbing buzzard anyway?
                                     POP
                         Oh, he's a sick man. Frustrated and 
                         sick.  Sick in his mind, sick in his 
                         soul, if he has one. Hates everybody 
                         that has anything that he can't have. 
                         Hates us mostly, I guess.
               MEDIUM SHOT
               The dining room. Harry and his mother come out of the kitchen, 
               Harry carrying a pie in each hand and balancing one on his 
               head.  CAMERA PANS WITH them as they cross.
                                     HARRY
                         Gangway! Gangway! So long, Pop.
                                     POP
                         So long, son.
                                     GEORGE
                         Got a match?
                                     HARRY
                         Very funny. Very funny.
                                     MOTHER
                         Put those things in the car and I'll 
                         get your tie and studs together.
                                     HARRY
                         Okay, Mom. You coming later? You 
                         coming later, George?
                                     GEORGE
                         What do you mean, and be bored to 
                         death?
                                     HARRY
                         Couldn't want a better death. Lots 
                         of pretty girls, and we're going to 
                         use that new floor of yours tonight, 
                         too.
                                     GEORGE
                         I hope it works.
                                     POP
                         No gin tonight, son.
                                     HARRY
                         Aw, Pop, just a little.
                                     POP
                         No, son, not one drop.
               CLOSE SHOT
               George and Pop at the table. Annie comes in with some dishes.
                                     ANNIE
                         Boys and girls and music. Why do 
                         they need gin?
               She exits.
                                     GEORGE
                         Father, did I act like that when I 
                         graduated from high school?
                                     POP
                         Pretty much. You know, George, wish 
                         we could send Harry to college with 
                         you. Your mother and I talked it 
                         over half the night.
                                     GEORGE
                         We have that all figured out. You 
                         see, Harry'll take my job at the 
                         Building and Loan, work there four 
                         years, then he'll go.
                                     POP
                         He's pretty young for that job.
                                     GEORGE
                         Well, no younger than I was.
                                     POP
                         Maybe you were born older, George.
                                     GEORGE
                         How's that?
                                     POP
                         I say, maybe you were born older. I 
                         suppose you've decided what you're 
                         going to do when you get out of 
                         college.
                                     GEORGE
                         Oh, well, you know what I've always 
                         talked about � build things... design 
                         new buildings � plan modern cities � 
                         all that stuff I was talking about.
                                     POP
                         Still after that first million before 
                         you're thirty.
                                     GEORGE
                         No, I'll settle for half that in 
                         cash.
               Annie comes in again from the kitchen.
                                     POP
                         Of course, it's just a hope, but you 
                         wouldn't consider coming back to the 
                         Building and Loan, would you?
               Annie stops serving to hear his answer.
                                     GEORGE
                         Well, I...
                              (to Annie)
                         Annie, why don't you draw up a chair?  
                         Then you'd be more comfortable and 
                         you could hear everything that's 
                         going on.
                                     ANNIE
                         I would if I thought I'd hear anything 
                         worth listening to.
                                     GEORGE
                         You would, huh?
               She gives George a look, and goes on out into the kitchen. 
               Bailey smiles and turns to George.
                                     POP
                         I know it's soon to talk about it.
                                     GEORGE
                         Oh, now, Pop, I couldn't. I couldn't 
                         face being cooped up for the rest of 
                         my life in a shabby little office.
               He stops, realizing that he has hurt his father.
                                     GEORGE
                         Oh, I'm sorry, Pop. I didn't mean 
                         that remark, but this business of 
                         nickels and dimes and spending all 
                         your life trying to figure out how 
                         to save three cents on a length of 
                         pipe... I'd go crazy. I want to do 
                         something big and something important.
                                     POP
                              (quietly)
                         You know, George, I feel that in a 
                         small way we are doing something 
                         important.  Satisfying a fundamental 
                         urge. It's deep in the race for a 
                         man to want his own roof and walls 
                         and fireplace, and we're helping him 
                         get those things in our shabby little 
                         office.
                                     GEORGE
                              (unhappily)
                         I know, Dad. I wish I felt... But 
                         I've been hoarding pennies like a 
                         miser in order to... Most of my 
                         friends have already finished college. 
                         I just feel like if I don't get away, 
                         I'd bust.
                                     POP
                         Yes... Yes... You're right, son.
                                     GEORGE
                         You see what I mean, don't you, Pop?
                                     POP
                         This town is no place for any man 
                         unless he's willing to crawl to 
                         Potter. You've got talent, son. You 
                         get yourself an education. Then get 
                         out of here.
                                     GEORGE
                         Pop, do you want a shock? I think 
                         you're a great guy.
               To cover his embarrassment, he looks toward the kitchen door 
               and calls:
                                     GEORGE
                         Oh, did you hear that, Annie?
               CLOSE SHOT
               Annie listening through glass in door.
                                     ANNIE
                         I heard it. About time one of you 
                         lunkheads said it.
               CLOSE SHOT
               George and his father at the table.
                                     GEORGE
                         I'm going to miss old Annie. Pop, I 
                         think I'll get dressed and go over 
                         to Harry's party.
                                     POP
                         Have a good time, son.
                                                                   WIPE TO:
               INT. HIGH SCHOOL GYM � NIGHT
               MEDIUM CLOSE SHOT
               At one end of the room an orchestra is playing. George wends 
               his way through the dancing couples toward a supper table. 
               He and Harry are carrying plates and pies.
                                     GEORGE
                         Here you are.
               Several of the boys take the plates from him. George looks 
               at them, feeling very grown up and out of place.
                                     HARRY
                              (introducing George)
                         You know my kid brother, George. I'm 
                         going to put him through college.
               Sam Wainwright comes in behind Harry, waggles his hands at 
               his ears as he talks.
                                     SAM
                         Here comes George. Hello, hee-haw!
               George swings around, delighted to hear a familiar voice.
               WIDER ANGLE
               Including Sam and Marty Hatch. Sam is assured and breezy, 
               wearing very collegiate clothes.
                                     GEORGE
                         Oh, oh. Sam Wainwright! How are you? 
                         When did you get here?
                                     SAM
                         Oh, this afternoon. I thought I'd 
                         give the kids a treat.
                                     GEORGE
                         Old college graduate now, huh?
                                     SAM
                         Yeah � old Joe College Wainwright, 
                         they call me. Well, freshman, looks 
                         like you're going to make it after 
                         all.
                                     GEORGE
                         Yep.
               Sam sees Harry and leaves George in the middle of a gesture.
                                     SAM
                              (to Harry)
                         Harry! You're the guy I want to see. 
                         Coach has heard all about you.
                                     HARRY
                         He has?
                                     SAM
                         Yeah. He's followed every game and 
                         his mouth's watering. He wants me to 
                         find out if you're going to come 
                         along with us.
                                     HARRY
                         Well, I gotta make some dough first.
                                     SAM
                         Well, you better make it fast. We 
                         need great ends like you � not broken 
                         down old guys like this one.
               George and Sam wiggle their fingers at their ears, saluting 
               each other.
                                     GEORGE
                         Hee-haw!
                                     SAM
                         Hee-haw!
               An elderly, fussy school principal comes over to George.
                                     PRINCIPAL
                         George, welcome back.
                                     GEORGE
                         Hello, Mr. Partridge, how are you?
                                     PRINCIPAL
                         Putting a pool under this floor was 
                         a great idea. Saved us another 
                         building.  Now, Harry, Sam, have a 
                         lot of fun.  There's lots of stuff 
                         to eat and drink.  Lots of pretty 
                         girls around.
               Violet Bick comes into the scene and turns to face George. 
               She is waving her dance program at him.
                                     VIOLET
                         Hey, George...
                                     GEORGE
                         Hello, Violet.
                                     VIOLET
                         Hello, what am I bid?
               Marty Hatch enters scene.
                                     MARTY
                         George.
                                     GEORGE
                         Hiya, Marty. Well, it's old home 
                         week.
                                     MARTY
                         Do me a favor, will you, George?
                                     GEORGE
                         What's that?
                                     MARTY
                         Well, you remember my kid sister, 
                         Mary?
                                     GEORGE
                         Oh, yeah, yeah.
                                     SAM
                         "Momma wants you, Marty." "Momma 
                         wants you, Marty." Remember?
                                     MARTY
                         Dance with her, will you?
                                     GEORGE
                         Oh... me? Oh, well, I feel funny 
                         enough already, with all these kids.
                                     MARTY
                         Aw, come on. Be a sport. Just dance 
                         with her one time and you'll give 
                         her the thrill of her life.
                                     SAM
                         Aw, go on.
                                     MARTY
                              (calling off)
                         Hey, sis.
                                     GEORGE
                         Well, excuse me, Violet. Don't be 
                         long, Marty. I don't want to be a 
                         wet nurse for...
               He stops suddenly as he sees Mary, staring at her.
               CLOSEUP � MARY HATCH
               She is standing talking to one of the boys, Freddie, a glass 
               of punch in her hand. For the first time, she is wearing an 
               evening gown and she has gained assurance from the admiration 
               of the boy with her. She turns around and for the first time 
               she sees George.  For a second she loses her poise, staring 
               at him.
                                     FREDDIE'S VOICE
                         And the next thing I know, some guy 
                         came up and tripped me. That's the 
                         reason why I came in fourth. If it 
                         hadn't been for that...
               CLOSE SHOT
               George, staring at Mary.
                                     FREDDIE'S VOICE
                         ...that race would have been a cinch. 
                         I tried to find out who it was 
                         later...
               CLOSEUP � MARY
               Still staring at George, and smiling.
                                     FREDDIE'S VOICE
                         ...but I couldn't find out. Nobody'd 
                         ever tell you whoever it was because 
                         they'd be scared. They know...
               MEDIUM CLOSEUP
               Mary and Freddie. Marty comes into scene, followed by George.
                                     FREDDIE
                         ...what kind of...
                                     MARTY
                              (interrupting)
                         You remember George? This is Mary. 
                         Well, I'll be seeing you.
                                     GEORGE
                         Well... Well... Well...
                                     FREDDIE
                         Now, to get back to my story, see...
               Mary hands her punch cup to Freddie, and she and George start 
               dancing.
                                     FREDDIE
                         Hey, this is my dance!
                                     GEORGE
                         Oh, why don't you stop annoying 
                         people?
                                     FREDDIE
                         Well, I'm sorry. Hey!
               MOVING SHOT
               Following George and Mary as they dance.
                                     GEORGE
                         Well, hello.
                                     MARY
                         Hello. You look at me as if you didn't 
                         know me.
                                     GEORGE
                         Well, I don't.
                                     MARY
                         You've passed me on the street almost 
                         every day.
                                     GEORGE
                         Me?
                                     MARY
                         Uh-huh.
                                     GEORGE
                         Uh-uh. That was a little girl named 
                         Mary Hatch. That wasn't you.
               A WHISTLE is heard offscreen, and the MUSIC stops.
               CLOSE SHOT
               Harry on the orchestra platform, whistle in hand.
                                     HARRY
                         Oyez � oyez � oyez... The big 
                         Charleston contest. The prize? A 
                         genuine loving cup.  Those not tapped 
                         by the judges will remain on the 
                         floor. Let's go!
               CLOSEUP � GEORGE AND MARY
               As the MUSIC starts and couples begin dancing once more, 
               they look at each other.
                                     GEORGE
                         I'm not very good at this.
                                     MARY
                         Neither am I.
                                     GEORGE
                         Okay � what can we lose?
               They start their Charleston. We see a SERIES OF SHOTS of 
               various couples doing their routines, some good, some bad.
               CLOSEUP � FREDDIE
               Leaning against the railing around the dance floor, looking 
               daggers at George. Mickey, a young punk who has had one too 
               many, is beside him.
                                     MICKEY
                         What's the matter, Othello � jealous? 
                         Did you know there's a swimming pool 
                         under this floor? And did you know 
                         that button behind you causes this 
                         floor to open up?  And did you further 
                         know that George Bailey is dancing 
                         right over that crack?  And I've got 
                         the key?
               Freddie needs no more. He takes the key from Mickey and turns 
               the switch. The floor begins to part in the middle, each 
               half sliding under the bleacher seats. Pandemonium starts. 
               Dancers begin to scream as they try to get off. Some are so 
               engrossed in dancing they continue at top speed. Teachers 
               and elders start to scurry off. As the floor opens, it reveals 
               an attractive, lighted swimming pool.  George and Mary are 
               so busy dancing they don't notice the floor opening. 
               Spotlights concentrate on them. They mistake the screams for 
               cheers.
               CLOSE SHOT
               George and Mary dancing.
                                     GEORGE
                         They're cheering us. We must be good.
               MEDIUM CLOSE SHOT
               The crowd watching George and Mary dancing. They move 
               backwards until finally they reach the edge of the floor and 
               fall into the pool below.
               SERIES OF SHOTS
               George and Mary still trying to dance in the water � the 
               crowd on the edge cheering them � some of the crowd leap 
               into the pool � the principal trying to restore order, finally 
               clasps his hands like a diver and leaps in himself.
                                                                   FADE OUT
               FADE IN:
               EXT. TREE-LINED RESIDENTIAL STREET � NIGHT
               MEDIUM CLOSE SHOT
               George and Mary. The night is warm with a bright moon. George 
               is dressed in jersey sweater and oversize football pants 
               that keep wanting to come down. Mary is in an old white bath 
               robe. Each is carrying their wet clothes tied into a bundle 
               that leaves a trail of dripping water. As they near the camera 
               we hear them singing:
                                     GEORGE AND MARY
                              (singing)
                         Buffalo Gals can't you come out 
                         tonight.  Can't you come out tonight. 
                         Can't you come out tonight. Buffalo 
                         Gals can't you come out tonight and 
                         dance by the light of the moon.
                                     GEORGE
                         Hot dog! Just like an organ.
                                     MARY
                         Beautiful.
               CAMERA MOVES WITH them as they proceed down the street.
                                     GEORGE
                         And I told Harry I thought I'd be 
                         bored to death. You should have seen 
                         the commotion in that locker room. I 
                         had to knock down three people to 
                         get this stuff we're wearing here. 
                         Here, let me hold that old wet dress 
                         of yours.
               He takes the bundle of clothes from Mary. They stop and look 
               at each other.
                                     MARY
                         Do I look as funny as you do?
                                     GEORGE
                         I guess I'm not quite the football 
                         type.  You... look wonderful. You 
                         know, if it wasn't me talking I'd 
                         say you were the prettiest girl in 
                         town.
                                     MARY
                         Well, why don't you say it?
                                     GEORGE
                         I don't know. Maybe I will say it. 
                         How old are you anyway?
                                     MARY
                         Eighteen.
                                     GEORGE
                         Eighteen? Why, it was only last year 
                         you were seventeen.
                                     MARY
                         Too young or too old?
                                     GEORGE
                         Oh, no. Just right. Your age fits 
                         you.  Yes, sir, you look a little 
                         older without your clothes on.
               Mary stops. George, to cover his embarrassment, talks quickly 
               on:
                                     GEORGE
                         I mean, without a dress. You look 
                         older...  I mean, younger. You look 
                         just...
               In his confusion George steps on the end of the belt of Mary's 
               bath robe, which is trailing along behind her. She gathers 
               the robe around her.
                                     GEORGE
                         Oh-oh...
                                     MARY
                              (holding out her hand)
                         Sir, my train, please.
                                     GEORGE
                         A pox upon me for a clumsy lout.
               He picks up the belt and throws it over her arm.
                                     GEORGE
                         Your... your caboose, my lady.
                                     MARY
                         You may kiss my hand.
                                     GEORGE
                         Ummmmm...
               Holding her hand, George moves in closer to Mary.
                                     GEORGE
                         Hey � hey, Mary.
               Mary turns away from him, singing "Buffalo Gals":
                                     MARY
                              (singing)
                         As I was lumbering down the street...
               George looks after her; then picks up a rock from the street.
                                     GEORGE
                         Okay, then, I'll throw a rock at the 
                         old Granville house.
                                     MARY
                         Oh, no, don't. I love that old house.
               MEDIUM LONG SHOT � OLD HOUSE
               It is a weather-beaten, old-fashioned two-storied house that 
               once was no doubt resplendent.
                                     GEORGE
                         No. You see, you make a wish and 
                         then try and break some glass. You 
                         got to be a pretty good shot nowadays, 
                         too.
               MEDIUM CLOSEUP � GEORGE AND MARY
                                     MARY
                         Oh, no, George, don't. It's full of 
                         romance, that old place. I'd like to 
                         live in it.
                                     GEORGE
                         In that place?
                                     MARY
                         Uh-huh.
                                     GEORGE
                         I wouldn't live in it as a ghost. 
                         Now watch... right on the second 
                         floor there.
               MEDIUM LONG SHOT � OLD HOUSE
               George hurls the rock at the house. We hear the SOUND of a 
               window breaking.
               EXT. FRONT PORCH OF HOUSE � NIGHT
               CLOSE SHOT
               We see a grumpy old man in shirt sleeves in a rocking chair 
               on the porch. He looks up as he hears the breaking glass.
               EXT. STREET � NIGHT
               CLOSEUP � GEORGE AND MARY
                                     MARY
                         What'd you wish, George?
                                     GEORGE
                         Well, not just one wish. A whole 
                         hatful, Mary. I know what I'm going 
                         to do tomorrow and the next day and 
                         the next year and the year after 
                         that. I'm shaking the dust of this 
                         crummy little town off my feet and 
                         I'm going to see the world. Italy, 
                         Greece, the Parthenon, the Colosseum. 
                         Then I'm coming back here and go to 
                         college and see what they know... 
                         and then I'm going to build things. 
                         I'm gonna build air fields.  I'm 
                         gonna build skyscrapers a hundred 
                         stories high. I'm gonna build bridges 
                         a mile long...
               As he talks, Mary has been listening intently. She finally 
               stoops down and picks up a rock, weighting it in her hand.
                                     GEORGE
                         Are you gonna throw a rock?
               MEDIUM LONG SHOT
               The old deserted house. Mary throws her rock, and once more 
               we hear the SOUND of breaking glass.
                                     GEORGE
                         Hey, that's pretty good. What'd you 
                         wish, Mary?
               Mary looks at him provocatively, then turns and shuffles off 
               down the street, singing as she goes. George hurries after 
               her.
                                     MARY
                              (singing)
                         Buffalo Gals, can't you come out 
                         tonight...
               George joins her in the singing as they proceed down the 
               street.
                                     MARY AND GEORGE
                              (singing)
                         ...can't you come out tonight, can't 
                         you come out tonight. Buffalo Gals 
                         can't you come out tonight and dance 
                         by the light of the moon.
                                     GEORGE
                         What'd you wish when you threw that 
                         rock?
               CLOSE SHOT
               Man on the porch of house, listening to George and Mary.
               MEDIUM CLOSEUP � GEORGE AND MARY
               They have stopped walking and now face one another.
                                     MARY
                         Oh, no.
                                     GEORGE
                         Come on, tell me.
                                     MARY
                         If I told you it might not come true.
                                     GEORGE
                         What is it you want, Mary? What do 
                         you want? You want the moon? Just 
                         say...
               LONG SHOT
               Full moon shining through the trees.
               BACK TO SHOT � GEORGE AND MARY
                                     GEORGE
                         ...the word and I'll throw a lasso 
                         around it and pull it down. Hey, 
                         that's a pretty good idea. I'll give 
                         you the moon, Mary.
                                     MARY
                         I'll take it. And then what?
                                     GEORGE
                         Well, then you could swallow it and 
                         it'd all dissolve, see? And the 
                         moonbeams'd shoot out of your fingers 
                         and your toes, and the ends of your 
                         hair.
                              (pauses)
                         Am I talking too much?
               MEDIUM CLOSEUP � MAN ON PORCH OF HOUSE
               As George finishes talking, he jumps up out of his chair:
                                     MAN
                         Yes!! Why don't you kiss her instead 
                         of talking her to death?
               CLOSE SHOT � GEORGE AND MARY
                                     GEORGE
                         How's that?
               MEDIUM CLOSEUP � MAN ON PORCH
                                     MAN
                         Why don't you kiss her instead of 
                         talking her to death?
               CLOSE SHOT � GEORGE AND MARY
                                     GEORGE
                         Want me to kiss her, huh?
               CLOSE SHOT � PORCH OF HOUSE
                                     MAN
                         Aw, youth is wasted on the wrong 
                         people.
               As he speaks, the man leaves the porch and goes into his 
               house, slamming the front door.
               CLOSE SHOT � GEORGE AND MARY
                                     GEORGE
                         Hey, hey, hold on. Hey, mister, come 
                         on back out here, and I'll show you 
                         some kissing that'll put hair back 
                         on your head. What are you...
               Mary runs off scene. George has been once more standing on 
               the belt of her bath robe, so as she goes, her robe comes 
               off.
                                     GEORGE
                              (looking around)
                         Mary...
               He drops his bundle of clothes and picks up Mary's robe. He 
               cannot see her anywhere.
                                     GEORGE
                         Okay, I give up. Where are you?
               CLOSEUP � BUSH AT EDGE OF SIDEWALK
               We see Mary's face peering out from the leaves.
                                     MARY
                         Over here in the hydrangea bushes.
               MEDIUM CLOSE SHOT � GEORGE AND MARY
               George walks toward the bush.
                                     GEORGE
                         Here you are. Catch.
               He is about to throw her the robe, when a thought strikes 
               him.
                                     GEORGE
                         Wait a minute. What am I doing? This 
                         is a very interesting situation.
                                     MARY
                              (from the bushes)
                         Please give me my robe.
                                     GEORGE
                         Hmm... A man doesn't get in a 
                         situation like this every day.
                                     MARY
                              (impatiently)
                         I'd like to have my robe.
                                     GEORGE
                         Not in Bedford Falls, anyway.
               Mary thrashes around in the bushes. We hear her say:
                                     MARY
                         Ouch!
                                     GEORGE
                         Gesundheit. This requires a little 
                         thought here.
                                     MARY
                              (getting mad)
                         George Bailey! Give me my robe!
                                     GEORGE
                         I've heard about things like this, 
                         but I've never...
                                     MARY
                              (interrupting)
                         Shame on you. I'm going to tell your 
                         mother on you.
                                     GEORGE
                         Oh, my mother's way up the corner 
                         there.
                                     MARY
                              (desperate)
                         I'll call the police.
                                     GEORGE
                         They're way downtown. They'd be on 
                         my side, too.
                                     MARY
                         I'm going to scream!
                                     GEORGE
                              (thoughtfully)
                         Maybe I could sell tickets. Let's 
                         see. No, the point is, in order to 
                         get this robe...  I've got it! I'll 
                         make a deal with you, Mary.
               Headlights flash into the scene, and the old Bailey automobile 
               drives in, with Harry at the wheel, and Uncle Billy beside 
               him.
                                     UNCLE BILLY
                         George! George! Come on home, quick! 
                         Your father's had a stroke!
               George throws Mary's robe over the bush and gets into the 
               car.
                                     GEORGE
                         Mary... Mary, I'm sorry. I've got to 
                         go.
                                     HARRY
                         Come on, George, let's hurry.
                                     GEORGE
                         Did you get a doctor?
                                     UNCLE BILLY
                         Yes, Campbell's there now.
               CLOSEUP � THE HYDRANGEA BUSH
               As the car drives off, Mary, now wearing the robe, rises up 
               from the bush and follows the car with her eyes.
                                                                   FADE OUT
               FADE IN:
               EXT. BAILEY BUILDING AND LOAN SIGN OVER ENTRANCE
               INT. BAILEY BUILDING AND LOAN OFFICE � DAY
               CLOSE SHOT � DIRECTORS MEETING
               There are about twelve directors seated around a long table. 
               They are the substantial citizens of Bedford Falls: Dr. 
               Campbell, a lawyer, an insurance agent, a real estate 
               salesman, etc.  Prominently seated among them is Henry F. 
               Potter, his goon beside his wheelchair. Uncle Billy and George 
               are seated among the directors. The Chairman of the Board is 
               Dr. Campbell. They have folders and papers before them, on 
               which they have been reporting.  Before each of the directors 
               there are individual reports for them to study.
                                     DR. CAMPBELL
                         I think that's all we'll need you 
                         for, George. I know you're anxious 
                         to make a train.
                                     GEORGE
                              (rising)
                         I have a taxi waiting downstairs.
                                     DR. CAMPBELL
                         I want the Board to know that George 
                         gave up his trip to Europe to help 
                         straighten things out here these 
                         past few months.  Good luck to you 
                         at school, George.
                                     GEORGE
                         Thanks.
                                     DR. CAMPBELL
                         Now we come to the real purpose of 
                         this meeting � to appoint a successor 
                         to our dear friend, Peter Bailey.
                                     POTTER
                         Mr. Chairman, I'd like to get to my 
                         real purpose.
                                     MAN
                         Wait just a minute now.
                                     POTTER
                         Wait for what?  I claim this 
                         institution is not necessary to this 
                         town. Therefore, Mr. Chairman, I 
                         make a motion to dissolve this 
                         institution and turn its assets and 
                         liabilities over to the receiver.
                                     UNCLE BILLY
                              (angrily)
                         George, you hear what that buzzard...
                                     LAWYER
                         Mr. Chairman, it's too soon after 
                         Peter Bailey's death to discuss 
                         chloroforming the Building and Loan.
                                     MAN
                         Peter Bailey died three months ago. 
                         I second Mr. Potter's motion.
                                     DR. CAMPBELL
                         Very well. In that case I'll ask the 
                         two executive officers to withdraw.
               Dr. Campbell rises from his seat. George and Uncle Billy 
               start to collect their papers and leave the table.
                                     DR. CAMPBELL
                         But before you go, I'm sure the whole 
                         board wishes to express its deep 
                         sorrow at the passing of Peter Bailey.
                                     GEORGE
                         Thank you very much.
                                     DR. CAMPBELL
                         It was his faith and devotion that 
                         are responsible for this organization.
                                     POTTER
                         I'll go further than that. I'll say 
                         that to the public Peter Bailey was 
                         the Building and Loan.
               Everyone looks at him surprised.
                                     UNCLE BILLY
                              (trying to control 
                              himself)
                         Oh, that's fine, Potter, coming from 
                         you, considering that you probably 
                         drove him to his grave.
                                     POTTER
                         Peter Bailey was not a business man.  
                         That's what killed him. Oh, I don't 
                         mean any disrespect to him, God rest 
                         his soul.  He was a man of high 
                         ideals, so-called, but ideals without 
                         common sense can ruin this town.
                              (picking up papers 
                              from table)
                         Now, you take this loan here to Ernie 
                         Bishop... You know, that fellow that 
                         sits around all day on his brains in 
                         his taxi.  You know... I happen to 
                         know the bank turned down this loan, 
                         but he comes here and we're building 
                         him a house worth five thousand 
                         dollars. Why?
               George is at the door of the office, holding his coat and 
               papers, ready to leave.
                                     GEORGE
                         Well, I handled that, Mr. Potter. 
                         You have all the papers there. His 
                         salary, insurance. I can personally 
                         vouch for his character.
                                     POTTER
                              (sarcastically)
                         A friend of yours?
                                     GEORGE
                         Yes, sir.
                                     POTTER
                         You see, if you shoot pool with some 
                         employee here, you can come and borrow 
                         money. What does that get us? A 
                         discontented, lazy rabble instead of 
                         a thrifty working class. And all 
                         because a few starry-eyed dreamers 
                         like Peter Bailey stir them up and 
                         fill their heads with a lot of 
                         impossible ideas. Now, I say...
               George puts down his coat and comes around to the table, 
               incensed by what Potter is saying about his father.
                                     GEORGE
                         Just a minute � just a minute. Now, 
                         hold on, Mr. Potter. You're right 
                         when you say my father was no business 
                         man. I know that. Why he ever started 
                         this cheap, penny-ante Building and 
                         Loan, I'll never know. But neither 
                         you nor anybody else can say anything 
                         against his character, because his 
                         whole life was... Why, in the twenty-
                         five years since he and Uncle Billy 
                         started this thing, he never once 
                         thought of himself. Isn't that right, 
                         Uncle Billy?  He didn't save enough 
                         money to send Harry to school, let 
                         alone me. But he did help a few people 
                         get out of your slums, Mr. Potter. 
                         And what's wrong with that? Why...  
                         Here, you're all businessmen here. 
                         Doesn't it make them better citizens? 
                         Doesn't it make them better customers? 
                         You... you said... What'd you say 
                         just a minute ago?... They had to 
                         wait and save their money before 
                         they even ought to think of a decent 
                         home. Wait! Wait for what? Until 
                         their children grow up and leave 
                         them?  Until they're so old and broken-
                         down that they... Do you know how 
                         long it takes a working man to save 
                         five thousand dollars?  Just remember 
                         this, Mr. Potter, that this rabble 
                         you're talking about... they do most 
                         of the working and paying and living 
                         and dying in this community. Well, 
                         is it too much to have them work and 
                         pay and live and die in a couple of 
                         decent rooms and a bath? Anyway, my 
                         father didn't think so. People were 
                         human beings to him, but to you, a 
                         warped, frustrated old man, they're 
                         cattle. Well, in my book he died a 
                         much richer man than you'll ever be!
                                     POTTER
                         I'm not interested in your book. I'm 
                         talking about the Building and Loan.
                                     GEORGE
                         I know very well what you're talking 
                         about. You're talking about something 
                         you can't get your fingers on, and 
                         it's galling you. That's what you're 
                         talking about, I know.
                              (to the Board)
                         Well, I've said too much. I... You're 
                         the Board here. You do what you want 
                         with this thing. Just one thing more, 
                         though. This town needs this measly 
                         one-horse institution if only to 
                         have some place where people can 
                         come without crawling to Potter. 
                         Come on, Uncle Billy!
               George leaves the room, followed by the jubilant Uncle Billy.  
               Potter's face is grim with hatred. The "frustrated old man" 
               remark was gall in his veins.
                                     POTTER
                         Sentimental hogwash! I want my 
                         motion...
               He is interrupted by a babble of talk, as the directors take 
               up the argument
               INT. OUTER OFFICE � BUILDING AND LOAN � DAY
               MEDIUM CLOSE SHOT
               George, visibly shaken, is busy with his bag, his papers. He 
               is worried about the outcome of the meeting. Dissolving the 
               Building and Loan will alter his plans. Uncle Billy follows 
               him around, chattering.
                                     UNCLE BILLY
                         Boy, oh, boy, that was telling him, 
                         George, old boy. You shut his big 
                         mouth.
                              (to Cousin Tilly and 
                              Cousin Eustace)
                         You should have heard him.
                                     COUSIN EUSTACE
                         What happened? We heard a lot of 
                         yelling.
                                     UNCLE BILLY
                         Well, we're being voted out of 
                         business after twenty-five years. 
                         Easy come, easy go.
                                     COUSIN TILLY
                              (reading a newspaper)
                         Here it is, "Help Wanted � Female."
               MEDIUM CLOSE SHOT � DOORWAY TO OFFICE
               Ernie is in the doorway.
                                     ERNIE
                         You still want me to hang around, 
                         George?
               MEDIUM CLOSE SHOT � GEORGE AND THE OTHERS
                                     GEORGE
                              (looking at his watch)
                         Yeah, I'll be right down.
                                     UNCLE BILLY
                         Hey, you'll miss your train. You're 
                         a week late for school already. Go 
                         on.
                                     GEORGE
                              (indicating Board 
                              room)
                         I wonder what's going on in there?
                                     UNCLE BILLY
                         Oh, never mind. Don't worry about 
                         that.  They're putting us out of 
                         business. So what? I can get another 
                         job. I'm only fifty-five.
                                     COUSIN TILLY
                         Fifty-six!
                                     UNCLE BILLY
                         Go on � go on. Hey, look, you gave 
                         up your boat trip, now you don't 
                         want to miss college too, do you?
               Dr. Campbell comes running out, all excited.
                                     DR. CAMPBELL
                         George! George! They voted Potter 
                         down!  They want to keep it going!
               Cousin Eustace, Cousin Tilly and Uncle Billy cheer wildly. 
               Dr. Campbell and George shake hands.
                                     UNCLE BILLY
                         Whoopee!
                                     DR. CAMPBELL
                         But they've got one condition � only 
                         one condition.
                                     GEORGE
                         What's that?
                                     DR. CAMPBELL
                         That's the best part of it. They've 
                         appointed George here as executive 
                         secretary to take his father's place.
                                     GEORGE
                         Oh, no! But, Uncle Billy...
                                     DR. CAMPBELL
                         You can keep him on. That's all right. 
                         As secretary you can hire anyone you 
                         like.
                                     GEORGE
                              (emphatically)
                         Dr. Campbell, now let's get this 
                         thing straight. I'm leaving. I'm 
                         leaving right now. I'm going to 
                         school. This is my last chance. Uncle 
                         Billy here, he's your man.
                                     DR. CAMPBELL
                         But, George, they'll vote with Potter 
                         otherwise.
                                                               LAP DISSOLVE
               EXT. SKY � NIGHT
               The same stars we saw in the opening sequence are once more 
               twinkling as we hear the voices form Heaven
                                     CLARENCE'S VOICE
                         I know. I know. He didn't go.
                                     JOSEPH'S VOICE
                         That's right. Not only that, but he 
                         gave his school money to his brother 
                         Harry, and sent him to college. Harry 
                         became a football star � made second 
                         team All American.
                                     CLARENCE'S VOICE
                         Yes, but what happened to George?
                                                               LAP DISSOLVE
               EXT. RAILROAD STATION � DAY � FOUR YEARS LATER
               MEDIUM SHOT
               Characteristic activity; a number of people waiting for the 
               train.  Uncle Billy is seated on a baggage wagon eating 
               peanuts as George paces up and down in front of him.
                                     JOSEPH'S VOICE
                         George got four years older, waiting 
                         for Harry to come back and take over 
                         the Building and Loan.
                                     GEORGE
                         Oh, there are plenty of jobs around 
                         for somebody that likes to travel. 
                         Look at this.
                              (takes some folders 
                              from his pocket)
                         There... Venezuela oil fields � 
                         wanted, man with construction 
                         experience. Here's the Yukon, right 
                         here � wanted, man with engineering 
                         experience.
               The WHISTLE of the approaching train is heard.
                                     GEORGE
                         Thar she blows. You know what the 
                         three most exciting sounds in the 
                         world are?
                                     UNCLE BILLY
                         Uh-huh. Breakfast is served; lunch 
                         is served; dinner...
                                     GEORGE
                         No, no, no, no! Anchor chains, plane 
                         motors, and train whistles.
                                     UNCLE BILLY
                         Peanut?
                                                                   WIPE TO:
               EXT. TRAIN � DAY
               MEDIUM SHOT
               The train comes to a stop, and Harry is among the first to 
               get off, followed by an attractive girl about the same age 
               as he is.  George rushes into the shot, and as the brothers 
               embrace:
                                     GEORGE
                              (joyously)
                         There's the professor now! Old 
                         professor, Phi Beta Kappa Bailey! 
                         All American!
                                     HARRY
                         Well, if it isn't old George 
                         Geographic Explorer Bailey! What? No 
                         husky dogs? No sled?
                              (to Uncle Billy)
                         Uncle Billy, you haven't changed a 
                         bit.
                                     UNCLE BILLY
                         Nobody ever changes around here. You 
                         know that.
                                     GEORGE
                         Oh, am I glad to see you.
                                     HARRY
                         Say, where's Mother?
                                     GEORGE
                         She's home cooking the fatted calf. 
                         Come on, let's go.
                                     HARRY
                         Oh, wait. Wait... Wait a minute.
               CLOSE SHOT
               The group, including Ruth Dakin. This is the young lady who 
               came off the train with Harry. In the excitement of greetings 
               she has been momentarily forgotten. She stands, smiling, 
               waiting.
                                     GEORGE
                         Hello.
                                     UNCLE BILLY
                         How do you do.
                                     HARRY
                         Ruth Dakin.
                                     RUTH
                         Ruth Dakin Bailey, if you don't mind.
               George and Uncle Billy stare, astounded.
                                     UNCLE BILLY
                         Huh?
                                     HARRY
                         Well, I wired you I had a surprise. 
                         Here she is. Meet the wife.
               George is thunderstruck. He takes Ruth's hand.
                                     UNCLE BILLY
                         Well, what do you know � wife.
                                     GEORGE
                         Well, how do you do. Congratulations.  
                         Congratulations. What am I doing?
               He kisses Ruth.  CAMERA MOVES WITH them down the platform.
                                     GEORGE
                         Harry, why didn't you tell somebody?
                              (to Ruth)
                         What's a pretty girl like you doing 
                         marrying this two-headed brother of 
                         mine?
                                     RUTH
                              (smiling)
                         Well, I'll tell you. It's purely 
                         mercenary. My father offered him a 
                         job.
               George stops, with a sinking feeling. Uncle Billy and Ruth 
               continue out of shot. Harry stops with George.
                                     UNCLE BILLY
                              (as he moves off)
                         Oh, he gets you and a job? Well, 
                         Harry's cup runneth over.
                                     HARRY
                         George... about that job. Ruth spoke 
                         out of turn. I never said I'd take 
                         it. You've been holding the bag here 
                         for four years, and... well, I won't 
                         let you down, George.  I would like 
                         to... Oh, wait a minute. I forgot 
                         the bags. I'll be right back.
               He runs out of the shot, George watching him.
               CLOSE SHOT
               George slowly moves after Uncle Billy and Ruth. He is thinking 
               deeply.
                                     UNCLE BILLY'S VOICE
                         It was a surprise to me. This is the 
                         new Mrs. Bailey, my nephew's wife. 
                         Old, old friend of the family.
                                     RUTH'S VOICE
                         Oh, of course. I've heard him speak 
                         of you.
                                     UNCLE BILLY'S VOICE
                         And I want to tell you, we're going 
                         to give the biggest party this town 
                         ever saw.
               CAMERA MOVES WITH George as he comes into the scene. Ruth 
               detaches herself from the group and offers George some 
               popcorn.
                                     RUTH
                              (to George)
                         Here, have some popcorn. George, 
                         George, George... that's all Harry 
                         ever talks about.
                                     GEORGE
                              (quietly)
                         Ruth, this... what about this job?
                                     RUTH
                         Oh, well, my father owns a glass 
                         factory in Buffalo. He wants to get 
                         Harry started in the research 
                         business.
                                     GEORGE
                         Is it a good job?
                                     RUTH
                         Oh, yes, very. Not much money, but a 
                         good future, you know. Harry's a 
                         genius at research. My father fell 
                         in love with him.
                                     GEORGE
                         And you did, too?
               Ruth nods, smiling.
                                                                   WIPE TO:
               EXT. FRONT PORCH � BAILEY HOME � NIGHT
               MEDIUM CLOSE SHOT
               Cousin Eustace is taking a photograph of the family group 
               assembled on the porch. Flash bulbs go off, and the group 
               breaks up. The crowd enters the front door of the house, 
               leaving George and Uncle Billy on the porch.
               CLOSE SHOT � GEORGE AND UNCLE BILLY
               The latter is tipsy. He feels very high.
                                     UNCLE BILLY
                         Oh, boy, oh boy, oh boy. I feel so 
                         good I could spit in Potter's eye. I 
                         think I will. What did you say, huh? 
                         Oh, maybe I'd better go home.
               He looks around for his hat, which is on his head.
                                     UNCLE BILLY
                         Where's my hat? Where's my...
               George takes the hat from Uncle Billy's head and hands it to 
               him.
                                     UNCLE BILLY
                         Oh, thank you, George. Which one is 
                         mine?
                                     GEORGE
                              (laughing)
                         The middle one.
                                     UNCLE BILLY
                         Oh, thank you, George, old boy, old 
                         boy.  Now, look � if you'll point me 
                         in the right direction... would you 
                         do that?  George?
                                     GEORGE
                         Right down here.
               They descend the porch steps, and George turns his uncle 
               around and heads him down the street.
                                     UNCLE BILLY
                         Old Building and Loan pal, huh...
                                     GEORGE
                         Now you just turn this way and go 
                         right straight down.
                                     UNCLE BILLY
                         That way, huh?
               He staggers out of the scene, and as George turns away, we 
               hear Uncle Billy singing "My Wild Irish Rose." There is a 
               CRASH of cans and bottles, then:
                                     UNCLE BILLY'S VOICE
                         I'm all right. I'm all right. "... 
                         the sweetest flower that grows... "
               EXT. HOUSE � NIGHT
               MEDIUM CLOSE SHOT
               George is standing at the garden gate. He takes some travel 
               folders from his pocket, looks at them and throws them away. 
               He is obviously disturbed about the latest turn of events. 
               His mother comes out of the house and kisses him.
                                     GEORGE
                         Hello, Mom.
                                     MRS. BAILEY
                              (as she kisses him)
                         That's for nothing. How do you like 
                         her?
               She nods toward the house, where Harry and Ruth, among a 
               crowd of other couples, are dancing to the MUSIC of a 
               phonograph, and can be seen through the front door.
                                     GEORGE
                         She's swell.
                                     MRS. BAILEY
                         Looks like she can keep Harry on his 
                         toes.
                                     GEORGE
                         Keep him out of Bedford Falls, anyway.
                                     MRS. BAILEY
                         Did you know that Mary Hatch is back 
                         from school?
                                     GEORGE
                         Uh-huh.
                                     MRS. BAILEY
                         Came back three days ago.
                                     GEORGE
                         Hmmmm...
                                     MRS. BAILEY
                         Nice girl, Mary.
                                     GEORGE
                         Hmmmm...
                                     MRS. BAILEY
                         Kind that will help you find the 
                         answers, George.
                                     GEORGE
                         Hmmm...
                                     MRS. BAILEY
                         Oh, stop that grunting.
                                     GEORGE
                         Hmmm...
                                     MRS. BAILEY
                         Can you give me one good reason why 
                         you shouldn't call on Mary?
                                     GEORGE
                         Sure � Sam Wainwright.
                                     MRS. BAILEY
                         Hmmm?
                                     GEORGE
                         Yes. Sam's crazy about Mary.
                                     MRS. BAILEY
                         Well, she's not crazy about him.
                                     GEORGE
                         Well, how do you know? Did she discuss 
                         it with you?
                                     MRS. BAILEY
                         No.
                                     GEORGE
                         Well then, how do you know?
                                     MRS. BAILEY
                         Well, I've got eyes, haven't I? Why, 
                         she lights up like a firefly whenever 
                         you're around.
                                     GEORGE
                         Oh...
                                     MRS. BAILEY
                         And besides, Sam Wainwright's away 
                         in New York, and you're here in 
                         Bedford Falls.
                                     GEORGE
                         And all's fair in love and war?
                                     MRS. BAILEY
                              (primly)
                         I don't know about war.
                                     GEORGE
                         Mother, you know, I can see right 
                         through you � right back to your 
                         back collar button... trying to get 
                         rid of me, huh?
                                     MRS. BAILEY
                         Uh-huh.
               They kiss. Mrs. Bailey puts George's hat on his head.
                                     GEORGE
                         Well, here's your hat, what's your 
                         hurry?  All right, Mother, old 
                         Building and Loan pal, I think I'll 
                         go out and find a girl and do a little 
                         passionate necking.
                                     MRS. BAILEY
                         Oh, George!
                                     GEORGE
                         Now, if you'll just point me in the 
                         right direction... This direction?
                              (as he leaves)
                         Good night, Mrs. Bailey.
                                                                   WIPE TO:
               EXT. MAIN STREET BEDFORD FALLS � NIGHT
               CLOSE SHOT
               George is standing in the middle of the street, hands in his 
               pockets. As a girl passes, he turns and watches her for a 
               moment.  He is obviously undecided as to what he wants to 
               do.
               EXT. VIOLET BICK'S BEAUTY SHOP � NIGHT
               MEDIUM SHOT
               Violet is locking up for the night. A couple of men are 
               crowding around her, each one bent on taking her out. There 
               is laughter, kidding and pawing. She looks up and sees George 
               standing there.
                                     VIOLET
                              (to the two men)
                         Excuse me...
                                     MAN
                         Now, wait a minute.
                                     VIOLET
                         I think I got a date. But stick 
                         around, fellows, just in case, huh?
                                     MAN
                         We'll wait for you, baby.
               CAMERA PANS WITH Violet as she crosses the street to George.
               MEDIUM CLOSE SHOT � GEORGE AND VIOLET
                                     VIOLET
                         Hello, Georgie-Porgie.
                                     GEORGE
                         Hello, Vi.
               He looks her over. Violet takes her beauty shop seriously 
               and she's an eyeful. She senses the fact that George is far 
               from immune to her attractions. She links her arm in his and 
               continues on down the street with him.
               CLOSE MOVING SHOT � GEORGE AND VIOLET
                                     VIOLET
                         What gives?
                                     GEORGE
                         Nothing.
                                     VIOLET
                         Where are you going?
                                     GEORGE
                         Oh, I'll probably end up down at the 
                         library.
               They stop walking and face one another.
                                     VIOLET
                         George, don't you ever get tired of 
                         just reading about things?
               Her eyes are seductive and guileful as she looks up at him. 
               He is silent for a moment, then blurts out:
                                     GEORGE
                         Yes... what are you doing tonight?
                                     VIOLET
                              (feigned surprise)
                         Not a thing.
                                     GEORGE
                         Are you game, Vi? Let's make a night 
                         of it.
                                     VIOLET
                              (just what she wanted)
                         Oh, I'd love it, Georgie. What'll we 
                         do?
                                     GEORGE
                         Let's go out in the fields and take 
                         off our shoes and walk through the 
                         grass.
                                     VIOLET
                         Huh?
                                     GEORGE
                         Then we can go up to the falls. It's 
                         beautiful up there in the moonlight, 
                         and there's a green pool up there, 
                         and we can swim in it. Then we can 
                         climb Mt. Bedford, and smell the 
                         pines, and watch the sunrise against 
                         the peaks, and... we'll stay up there 
                         the whole night, and everybody'll be 
                         talking and there'll be a terrific 
                         scandal...
                                     VIOLET
                              (interrupting)
                         George, have you gone crazy? Walk in 
                         the grass in my bare feet? Why, it's 
                         ten miles up to Mt. Bedford.
                                     GEORGE
                         Shhh...
                                     VIOLET
                              (angrily)
                         You think just because you...
               By this time a small crowd has collected to watch the above 
               scene.  Violet is furious and talking in a loud voice, and 
               George is trying to quiet her. Finally:
                                     GEORGE
                         Okay, just forget about the whole 
                         thing.
               As George stalks off, the crowd breaks into laughter, and we
                                                                   WIPE TO:
               EXT. RESIDENTIAL STREET � NIGHT
               CLOSE SHOT
               George is walking slowly past the Hatch home. He stares 
               meditatively at the simple dwelling, then he starts walking 
               ahead.  But after a few steps he turns around and starts 
               back. He walks past the house a few yards, turns, and starts 
               back again.
               INT. BEDROOM WINDOW � HATCH HOME � NIGHT
               CLOSE SHOT
               Mary is looking out the window, watching George walk back 
               and forth.
                                     MARY
                         What are you doing, picketing?
               George stops, startled, and looks up.
                                     GEORGE
                         Hello, Mary. I just happened to be 
                         passing by.
                                     MARY
                         Yeah, so I noticed. Have you made up 
                         your mind?
                                     GEORGE
                         How's that?
                                     MARY
                         Have you made up your mind?
                                     GEORGE
                         About what?
                                     MARY
                         About coming in. Your mother just 
                         phoned and said you were on your way 
                         over to pay me a visit.
               EXT. STREET � NIGHT
               MEDIUM LONG SHOT
               George looks surprised at this.
                                     GEORGE
                         My mother just called you? Well, how 
                         did she know?
                                     MARY
                         Didn't you tell her?
                                     GEORGE
                         I didn't tell anybody. I just went 
                         for a walk and happened to be passing 
                         by...
               But Mary has disappeared from the window.
                                     GEORGE
                              (to himself)
                         What do you... went for a walk, that's 
                         all.
               INT. HATCH HOME � NIGHT
               MEDIUM CLOSE SHOT
               Mary is running down the stairs.
                                     MARY
                              (calling off)
                         I'll be downstairs, mother.
                                     MRS. HATCH'S VOICE
                         All right, dear.
               Mary looks in a mirror at the bottom of the stairs and fixes 
               her hair. She is plainly excited at George's visit. She runs 
               into the parlor and puts a sketch on an easel.
               INSERT: THE SKETCH
               It is a caricature of George throwing a lasso around the 
               moon.  Lettering on the drawing says: "George Lassos The 
               Moon."
               BACK TO SHOT
               Mary runs into the hall, opens the phonograph and puts on a 
               record of "Buffalo Gals."  Then she opens the front door and 
               stands there waiting for George.
               INT. DOORWAY � NIGHT
               MEDIUM CLOSE SHOT
               George is struggling with the gate � he finally kicks it 
               open and starts slowly up the path toward Mary.
                                     MARY
                         Well, are you coming in or aren't 
                         you?
                                     GEORGE
                         Well, I'll come in for a minute, but 
                         I didn't tell anybody I was coming 
                         over here.
               CLOSE SHOT
               Mary and George are in the entrance hall.
                                     GEORGE
                         When did you get back?
                                     MARY
                         Tuesday.
                                     GEORGE
                         Where'd you get that dress?
                                     MARY
                         Do you like it?
                                     GEORGE
                         It's all right. I thought you'd go 
                         back to New York like Sam and Ingie, 
                         and the rest of them.
                                     MARY
                         Oh, I worked there for a couple of 
                         vacations, but I don't know... I 
                         guess I was homesick.
                                     GEORGE
                              (shocked)
                         Homesick? For Bedford Falls?
                                     MARY
                         Yes, and my family and... oh, 
                         everything.  Would you like to sit 
                         down?
               They go through the doorway into the parlor.
                                     GEORGE
                         All right, for a minute. I still 
                         can't understand it though. You know 
                         I didn't tell anybody I was coming 
                         here.
                                     MARY
                         Would you rather leave?
                                     GEORGE
                         No, I don't want to be rude.
                                     MARY
                         Well, then, sit down.
               George sees the cartoon on the easel and bends down for a 
               close look at it.
                                     GEORGE
                              (indicating cartoon)
                         Some joke, huh?
               CLOSE SHOT
               George and Mary sitting on the divan. He is uncomfortable, 
               and she tries desperately to keep the conversation alive.
                                     GEORGE
                         Well, I see it still smells like 
                         pine needles in here.
                                     MARY
                         Thank you.
               There is silence for a moment, then Mary joins in singing 
               with the phonograph record which has been playing all through 
               the above scene:
                                     MARY
                              (singing)
                         "And dance by the light..."
                                     GEORGE
                         What's the matter? Oh, yeah... yeah...
               He looks at his watch, as though about to leave.
                                     GEORGE
                         Well, I...
                                     MARY
                              (desperately)
                         It was nice about your brother Harry, 
                         and Ruth, wasn't it?
                                     GEORGE
                         Oh... yeah, yeah. That's all right.
                                     MARY
                         Don't you like her?
                                     GEORGE
                         Well, of course I like her. She's a 
                         peach.
                                     MARY
                         Oh, it's just marriage in general 
                         you're not enthusiastic about, huh?
                                     GEORGE
                         No, marriage is all right for Harry, 
                         and Marty, and Sam and you.
               INT. STAIRS
               MEDIUM CLOSE SHOT
               Mrs. Hatch, in a bathrobe, and with her hair in curlers, is 
               leaning over the banister as she calls:
                                     MRS. HATCH
                         Mary! Mary!
               INT. PARLOR � NIGHT
               CLOSE SHOT
               George and Mary seated on the divan.
                                     MRS. HATCH'S VOICE
                         Who's down there with you?
                                     MARY
                         It's George Bailey, Mother.
                                     MRS. HATCH'S VOICE
                         George Bailey? What's he want?
                                     MARY
                         I don't know.
                              (to George)
                         What do you want?
                                     GEORGE
                              (indignant)
                         Me? Not a thing. I just came in to 
                         get warm.
                                     MARY
                              (to mother)
                         He's making violent love to me, 
                         Mother.
               George is aghast.
                                     MRS. HATCH'S VOICE
                         You tell him to go right back home, 
                         and don't you leave the house, either. 
                         Sam Wainwright promised to call you 
                         from New York tonight.
                                     GEORGE
                              (heatedly)
                         But your mother needn't... you know 
                         I didn't come here to... to... to...
                                     MARY
                              (rising)
                         What did you come here for?
                                     GEORGE
                         I don't know. You tell me. You're 
                         supposed to be the one that has all 
                         the answers.  You tell me.
                                     MARY
                              (terribly hurt)
                         Oh, why don't you go home?
                                     GEORGE
                              (almost shouting)
                         That's where I'm going. I don't know 
                         why I came here in the first place! 
                         Good night!
               As George leaves the room, the telephone in the hall starts 
               ringing.
                                     MARY
                              (to George)
                         Good night!
                                     MRS. HATCH'S VOICE
                         Mary! Mary! The telephone! It's Sam!
               INT. HALL � NIGHT
               MEDIUM CLOSE SHOT
               Mary comes into the hall.
                                     MARY
                              (almost weeping)
                         I'll get it.
               As Mary comes into the hall, she stops by the phonograph, 
               which is still playing "Buffalo Gals," takes off the record 
               with a jerk, and smashes it against the machine. The phone 
               is still ringing.
                                     MRS. HATCH
                         Mary, he's waiting!
                                     MARY
                         Hello.
               As Mary picks up the phone, George comes in from the front 
               porch.
                                     GEORGE
                         I forgot my hat.
                                     MARY
                              (overly enthusiastic)
                         Hee-haw! Hello, Sam, how are you?
                                     SAM'S VOICE
                         Aw, great. Gee, it's good to hear 
                         your voice again.
               George has stopped, hat in hand, to hear the first greetings.
                                     MARY
                         Oh, well, that's awfully sweet of 
                         you, Sam.
                              (glances toward door, 
                              sees George still 
                              there)
                         There's an old friend of yours here.  
                         George Bailey.
                                     SAM
                         You mean old moss-back George?
                                     MARY
                         Yes, old moss-back George.
                                     SAM'S VOICE
                         Hee-haw! Put him on.
                                     MARY
                         Wait a minute. I'll call him.
                              (calling)
                         George!
                                     MRS. HATCH
                         He doesn't want to speak to George, 
                         you idiot!
                                     MARY
                         He does so. He asked for him.
                              (calling)
                         Geo... George, Sam wants to speak to 
                         you.
               She hands the instrument to George.
                                     GEORGE
                         Hello, Sam.
               INT. SAM'S NEW YORK OFFICE � NIGHT
               MEDIUM CLOSE SHOT
               Sam is seated at his desk, while a couple of his friends are 
               nearby, with highballs in their hands.
                                     SAM
                              (into phone)
                         Well, George Baileyoffski! Hey, a 
                         fine pal you are. What're you trying 
                         to do? Steal my girl?
               INT. HATCH HALL � NIGHT
               MEDIUM CLOSE SHOT � GEORGE AND MARY
                                     GEORGE
                              (into phone)
                         What do you mean? Nobody's trying to 
                         steal your girl. Here... here's Mary.
                                     SAM'S VOICE
                         No, wait a minute. Wait a minute. I 
                         want to talk to both of you. Tell 
                         Mary to get on the extension.
                                     GEORGE
                              (to Mary)
                         Here. You take it. You tell him.
                                     MARY
                         Mother's on the extension.
               INT. UPPER HALLWAY � NIGHT
               CLOSE SHOT � MRS. HATCH
               As she hears this, she hastily hangs up the extension phone 
               on which she has been listening.
               BACK TO SHOT � GEORGE AND MARY
                                     MARY
                         We can both hear. Come here.
               Mary takes the telephone from George and holds it so that of 
               necessity George's cheek is almost against hers. He is very 
               conscious of her proximity.
                                     MARY
                              (on phone)
                         We're listening, Sam.
                                     SAM'S VOICE
                         I have a big deal coming up that's 
                         going to make us all rich. George, 
                         you remember that night in Martini's 
                         bar when you told me you read 
                         someplace about making plastics out 
                         of soybeans?
                                     GEORGE
                         Huh? Yeah-yeah-yeah... soybeans. 
                         Yeah.
                                     SAM'S VOICE
                         Well, Dad's snapped up the idea. 
                         He's going to build a factory outside 
                         of Rochester. How do you like that?
               Mary is watching George interestedly. George is very conscious 
               of her, close to him.
                                     GEORGE
                         Rochester? Well, why Rochester?
                                     SAM'S VOICE
                         Well, why not? Can you think of 
                         anything better?
                                     GEORGE
                         Oh, I don't know... why not right 
                         here?  You remember that old tool 
                         and machinery works? You tell your 
                         father he can get that for a song. 
                         And all the labor he wants, too. 
                         Half the town was thrown out of work 
                         when they closed down.
                                     SAM'S VOICE
                         That so? Well, I'll tell him. Hey, 
                         that sounds great! Oh, baby, I knew 
                         you'd come through. Now, here's the 
                         point. Mary, Mary, you're in on this 
                         too. Now listen.  Have you got any 
                         money?
                                     GEORGE
                         Money? Yeah... well, a little.
                                     SAM'S VOICE
                         Well, now listen. I want you to put 
                         every cent you've got into our stock, 
                         you hear?  And George, I may have a 
                         job for you; that is, unless you're 
                         still married to that broken-down 
                         Building and Loan. This is the biggest 
                         thing since radio, and I'm letting 
                         you in on the ground floor. Oh, 
                         Mary...  Mary...
                                     MARY
                              (nervously)
                         I'm here.
                                     SAM'S VOICE
                         Would you tell that guy I'm giving 
                         him the chance of a lifetime, you 
                         hear? The chance of a lifetime.
               As Mary listens, she turns to look at George, her lips almost 
               on his lips.
                                     MARY
                              (whispering)
                         He says it's the chance of a lifetime.
               George can stand it no longer. He drops the phone with a 
               crash, grabs Mary by the shoulders and shakes her. Mary begins 
               to cry.
                                     GEORGE
                              (fiercely)
                         Now you listen to me! I don't want 
                         any plastics! I don't want any ground 
                         floors, and I don't want to get 
                         married � ever � to anyone! You 
                         understand that? I want to do what I 
                         want to do. And you're... and 
                         you're...
               He pulls her to him in a fierce embrace. Two meant for each 
               other find themselves in tearful ecstasy.
                                     GEORGE
                         Oh, Mary... Mary...
                                     MARY
                         George... George... George...
                                     GEORGE
                         Mary...
               CLOSE SHOT
               Mrs. Hatch is at the top of the stairs. She practically faints 
               at what she sees.
                                                                   WIPE TO:
               INT. FRONT HALL BAILEY HOME � DAY � SEVERAL MONTHS LATER
               CLOSEUP
               Cousin Tilly's face fills the screen as she cries:
                                     COUSIN TILLY
                         Here they come!
               CAMERA PULLS BACK, and we hear the SOUND of the Wedding March.  
               People are crowded into the rooms: family, friends, neighbors.  
               There is a din of conversation. Mary and George appear at 
               the top of the stairs in traveling clothes, with Mrs. Hatch, 
               red-eyed, behind them. Mary throws her bouquet, which is 
               caught by Violet Bick. As they come out onto the porch, we 
               see that it is raining.  Nevertheless, Cousin Eustace has 
               his camera equipment set up and is taking pictures of the 
               group. George and Mary dodge through the rain and a shower 
               of rice and get into Ernie's taxicab, which pulls away from 
               the curb.
               EXT. PORCH OF BAILEY HOUSE � DAY
               CLOSE SHOT
               Mrs. Bailey and Annie, the maid.
                                     MRS. BAILEY
                         First Harry, now George. Annie, we're 
                         just two old maids now.
                                     ANNIE
                         You speak for yourself, Mrs. B.
               INT. ERNIE'S CAB � DAY
               CLOSE SHOT � GEORGE, MARY AND ERNIE
               George and Mary are in each other's arms.
                                     ERNIE
                         If either of you two see a stranger 
                         around here, it's me.
                                     GEORGE
                         Hey, look! Somebody's driving this 
                         cab.
               Ernie reaches over and hands George a bottle of champagne 
               done up in gift wrappings.
                                     ERNIE
                         Bert, the cop, sent this over. He 
                         said to float away to Happy Land on 
                         the bubbles.
                                     GEORGE
                         Oh, look at this. Champagne!
                                     MARY
                         Good old Bert.
                                     ERNIE
                         By the way, where are you two going 
                         on this here now honeymoon?
                                     GEORGE
                         Where are we going?
                              (takes out a fat roll 
                              of bills)
                         Look at this. There's the kitty, 
                         Ernie.  Here, come on, count it, 
                         Mary.
                                     MARY
                         I feel like a bootlegger's wife.
                              (holding up the money)
                         Look!
                                     GEORGE
                         You know what we're going to do? 
                         We're going to shoot the works. A 
                         whole week in New York. A whole week 
                         in Bermuda. The highest hotels � the 
                         oldest champagne � the richest caviar 
                         � the hottest music, and the prettiest 
                         wife!
                                     ERNIE
                         That does it! Then what?
                                     GEORGE
                              (to Mary)
                         Then what, honey?
                                     MARY
                         After that, who cares?
                                     GEORGE
                         That does it � come here.
               The cab passes the bank, and Ernie sees a crowd of people 
               around the door. He stops the cab.
               LONG SHOT
               Scurrying people under umbrellas, swarming around the bank 
               doors.  Panic is in the air. Attendants are trying to close 
               down. Several people come running past the cab.
               INT. CAB
               CLOSE SHOT � GEORGE, MARY AND ERNIE
                                     ERNIE
                         Don't look now, but there's something 
                         funny going on over there at the 
                         bank, George, I've never really seen 
                         one, but that's got all the earmarks 
                         of a run.
                                     PASSERBY
                         Hey, Ernie, if you got any money in 
                         the bank, you better hurry.
                                     MARY
                         George, let's not stop. Let's go!
               George gets out of the cab and looks down the street.
                                     GEORGE
                         Just a minute, dear. Oh-oh...
                                     MARY
                         Please, let's not stop, George.
                                     GEORGE
                         I'll be back in a minute, Mary.
               George runs off up the street, toward the Building and Loan.
               EXT. BUILDING AND LOAN � DAY
               CLOSE SHOT � SIDEWALK
               An iron grill blocks the street entrance to the Building and 
               Loan.  It has been locked. A crowd of men and women are 
               waiting around the grill. They are simply-dressed people, to 
               whom their savings are a matter of life and death.  George 
               comes in with an assumed cheerful manner. The people look at 
               him silently, half shamefaced, but grimly determined on their 
               rights. In their hearts there is panic and fear.
                                     GEORGE
                         Hello, everybody. Mrs. Thompson, how 
                         are you? Charlie? What's the matter 
                         here, can't you get in?
               No one answers. He quickly unlocks the grill door and pushes 
               it open. Followed by the crowd, George runs upstairs and 
               into the outer offices of the Building and Loan.
               INT. OUTER OFFICE � BUILDING AND LOAN � DAY
               MEDIUM CLOSE SHOT
               George, followed by the still-silent people, comes in. Uncle 
               Billy is standing in the doorway to his private office, taking 
               a drink from a bottle. He motions to George to join him.
                                     GEORGE
                         What is this, Uncle Billy? A holiday?
                                     UNCLE BILLY
                         George...
               He points to George's office. George turns back cheerfully 
               to the crowd.
                                     GEORGE
                         Come on in, everybody. That's right, 
                         just come in.
               George vaults over the counter.
                                     GEORGE
                         Now look, why don't you all sit down.  
                         There are a lot of seats over there. 
                         Just make yourselves at home.
                                     UNCLE BILLY
                         George, can I see you a minute?
               The people ignore George and remain standing in front of the 
               teller's window. They all have their passbooks out. George 
               hurries into his office where Uncle Billy is waiting for 
               him.
               INT. GEORGE'S OFFICE � DAY
               CLOSE SHOT � GEORGE AND UNCLE BILLY
                                     GEORGE
                         Why didn't you call me?
                                     UNCLE BILLY
                         I just did, but they said you left. 
                         This is a pickle, George, this is a 
                         pickle.
                                     GEORGE
                         All right now, what happened? How 
                         did it start?
                                     UNCLE BILLY
                         How does anything like this ever 
                         start?  All I know is the bank called 
                         our loan.
                                     GEORGE
                         When?
                                     UNCLE BILLY
                         About an hour ago. I had to hand 
                         over all our cash.
                                     GEORGE
                         All of it?
                                     UNCLE BILLY
                         Every cent of it, and it still was 
                         less than we owe.
                                     GEORGE
                         Holy mackerel!
                                     UNCLE BILLY
                         And then I got scared, George, and 
                         closed the doors. I... I... I...
                                     GEORGE
                         The whole town's gone crazy.
               The telephone rings. Uncle Billy picks it up.
                                     UNCLE BILLY
                         Yes, hello? George... it's Potter.
                                     GEORGE
                         Hello?
               INT. POTTER'S LIBRARY � DAY
               MEDIUM SHOT
               Potter seated behind his desk, his goon alongside him. 
               Standing in front of the desk is a distinguished-looking 
               man, obviously the president of the bank. He is mopping his 
               brow with his handkerchief.
                                     POTTER
                         George, there is a rumor around town 
                         that you've closed your doors. Is 
                         that true?  Oh, well, I'm very glad 
                         to hear that...  George, are you all 
                         right? Do you need any police?
               INT. GEORGE'S OFFICE � DAY
               CLOSE SHOT � GEORGE AND UNCLE BILLY
                                     GEORGE
                              (on phone)
                         Police? What for?
               INT. POTTER'S OFFICE � DAY
               MEDIUM CLOSE SHOT � POTTER TALKING ON PHONE
                                     POTTER
                         Well, mobs get pretty ugly sometimes, 
                         you know. George, I'm going all out 
                         to help in this crisis. I've just 
                         guaranteed the bank sufficient funds 
                         to meet their needs.  They'll close 
                         up for a week, and then reopen.
               INT. GEORGE'S OFFICE � DAY
               CLOSE SHOT � GEORGE AND UNCLE BILLY
                                     GEORGE
                              (to Uncle Billy)
                         He just took over the bank.
               INT. POTTER'S OFFICE � DAY
               CLOSE SHOT � POTTER ON PHONE
                                     POTTER
                         I may lose a fortune, but I'm willing 
                         to guarantee your people too. Just 
                         tell them to bring their shares over 
                         here and I will pay them fifty cents 
                         on the dollar.
               INT. GEORGE'S OFFICE � DAY
               CLOSE SHOT � GEORGE AND UNCLE BILLY
                                     GEORGE
                              (furiously)
                         Aw, you never miss a trick, do you, 
                         Potter? Well, you're going to miss 
                         this one.
               George bangs the receiver down and turns to meet Uncle Billy's 
               anxious look.
               INT. POTTER'S OFFICE
               CLOSEUP � POTTER ON PHONE
                                     POTTER
                         If you close your doors before six 
                         P.M. you will never reopen.
               He realizes George has hung up, and clicks the phone 
               furiously.
               INT. GEORGE'S OFFICE � DAY
               CLOSE SHOT � GEORGE AND UNCLE BILLY
                                     UNCLE BILLY
                         George, was it a nice wedding? Gosh, 
                         I wanted to be there.
                                     GEORGE
                         Yeah...
                              (looks at string on 
                              Uncle Billy's finger)
                         ...you can take this one off now.
               An ominous SOUND of angry voices comes from the other room. 
               George and Uncle Billy exit from George's office.
               INT. OUTER OFFICE � BUILDING AND LOAN � DAY
               MEDIUM CLOSE SHOT
               More people have crowded around the counter. Their muttering 
               stops and they stand silent and grim. There is panic in their 
               faces.
                                     GEORGE
                         Now, just remember that this thing 
                         isn't as black as it appears.
               As George speaks, sirens are heard passing in the street 
               below.  The crowd turn to the windows, then back to George.
                                     GEORGE
                         I have some news for you, folks. 
                         I've just talked to old man Potter, 
                         and he's guaranteed cash payments at 
                         the bank. The bank's going to reopen 
                         next week.
                                     ED
                         But, George, I got my money here.
                                     CHARLIE
                         Did he guarantee this place?
                                     GEORGE
                         Well, no, Charlie. I didn't even ask 
                         him.  We don't need Potter over here.
               Mary and Ernie have come into the room during this scene. 
               Mary stands watching silently.
                                     CHARLIE
                         I'll take mine now.
                                     GEORGE
                         No, but you... you... you're thinking 
                         of this place all wrong. As if I had 
                         the money back in a safe. The money's 
                         not here. Your money's in Joe's 
                         house...
                              (to one of the men)
                         ...right next to yours. And in the 
                         Kennedy house, and Mrs. Macklin's 
                         house, and a hundred others. Why, 
                         you're lending them the money to 
                         build, and then, they're going to 
                         pay it back to you as best they can. 
                         Now what are you going to do?  
                         Foreclose on them?
                                     TOM
                         I got two hundred and forty-two 
                         dollars in here, and two hundred and 
                         forty-two dollars isn't going to 
                         break anybody.
               MEDIUM CLOSE SHOT � ANOTHER ANGLE
                                     GEORGE
                              (handing him a slip)
                         Okay, Tom. All right. Here you are. 
                         You sign this. You'll get your money 
                         in sixty days.
                                     TOM
                         Sixty days?
                                     GEORGE
                         Well, now that's what you agreed to 
                         when you bought your shares.
               There is a commotion at the outer doors. A man (Randall) 
               comes in and makes his way up to Tom.
                                     RANDALL
                         Tom... Tom, did you get your money?
                                     TOM
                         No.
                                     RANDALL
                         Well, I did. Old man Potter'll pay 
                         fifty cents on the dollar for every 
                         share you got.
                              (shows bills)
                                     CROWD
                              (ad lib)
                         Fifty cents on the dollar!
                                     RANDALL
                         Yes, cash!
                                     TOM
                              (to George)
                         Well, what do you say?
                                     GEORGE
                         Now, Tom, you have to stick to your 
                         original agreement. Now give us sixty 
                         days on this.
                                     TOM
                              (turning to Randall)
                         Okay, Randall.
               He starts out.
                                     MRS. THOMPSON
                         Are you going to go to Potter's?
                                     TOM
                         Better to get half than nothing.
               A few other people start for the door.  CAMERA PANS WITH 
               George as he vaults over the counter quickly, speaking to 
               the people.
                                     GEORGE
                         Tom! Tom! Randall! Now wait... now 
                         listen... now listen to me. I beg of 
                         you not to do this thing. If Potter 
                         gets hold of this Building and Loan 
                         there'll never be another decent 
                         house built in this town. He's already 
                         got charge of the bank.  He's got 
                         the bus line. He's got the department 
                         stores. And now he's after us.  Why? 
                         Well, it's very simple. Because we're 
                         cutting in on his business, that's 
                         why.  And because he wants to keep 
                         you living in his slums and paying 
                         the kind of rent he decides.
               The people are still trying to get out, but some of them 
               have stood still, listening to him. George has begun to make 
               an impression on them.
                                     GEORGE
                         Joe, you lived in one of his houses, 
                         didn't you? Well, have you forgotten? 
                         Have you forgotten what he charged 
                         you for that broken-down shack?
                              (to Ed)
                         Here, Ed. You know, you remember 
                         last year when things weren't going 
                         so well, and you couldn't make your 
                         payments. You didn't lose your house, 
                         did you? Do you think Potter would 
                         have let you keep it?
                              (turns to address the 
                              room again)
                         Can't you understand what's happening 
                         here? Don't you see what's happening?  
                         Potter isn't selling. Potter's buying!  
                         And why? Because we're panicky and 
                         he's not.  That's why. He's picking 
                         up some bargains.  Now, we can get 
                         through this thing all right. We've 
                         got to stick together, though. We've 
                         got to have faith in each other.
                                     MRS. THOMPSON
                         But my husband hasn't worked in over 
                         a year, and I need money.
                                     WOMAN
                         How am I going to live until the 
                         bank opens?
                                     MAN
                         I got doctor bills to pay.
                                     MAN
                         I need cash.
                                     MAN
                         Can't feed my kids on faith.
               During this scene Mary has come up behind the counter. 
               Suddenly, as the people once more start moving toward the 
               door, she holds up a roll of bills and calls out
                                     MARY
                         How much do you need?
               George jumps over the counter and takes the money from Mary.
                                     GEORGE
                         Hey! I got two thousand dollars! 
                         Here's two thousand dollars. This'll 
                         tide us over until the bank reopen.
                              (to Tom)
                         All right, Tom, how much do you need?
                                     TOM
                              (doggedly)
                         Two hundred and forty-two dollars!
                                     GEORGE
                              (pleading)
                         Aw, Tom, just enough to tide you 
                         over till the bank reopens.
                                     TOM
                         I'll take two hundred and forty-two 
                         dollars.
               George starts rapidly to count out the money. Tom throws his 
               passbook on the counter.
                                     GEORGE
                         There you are.
                                     TOM
                         That'll close my account.
                                     GEORGE
                         Your account's still here. That's a 
                         loan.
               Mary turns and slips out through the crowd, followed by Ernie.  
               George hands the two hundred and forty-two dollars to Tom, 
               and speaks to Ed, the next in line.
                                     GEORGE
                         Okay. All right, Ed?
                                     ED
                         I got three hundred dollars here, 
                         George.
               Uncle Billy takes out his wallet and takes out all the cash 
               he's got.
                                     GEORGE
                         Aw, now, Ed... what'll it take till 
                         the bank reopens? What do you need?
                                     ED
                         Well, I suppose twenty dollars.
                                     GEORGE
                         Twenty dollars. Now you're talking. 
                         Fine.  Thanks, Ed.
                              (to Mrs. Thompson, 
                              next in line)
                         All right, now, Mrs. Thompson. How 
                         much do you want?
                                     MRS. THOMPSON
                         But it's your own money, George.
                                     GEORGE
                         Never mind about that. How much do 
                         you want?
                                     MRS. THOMPSON
                         I can get along with twenty, all 
                         right.
                                     GEORGE
                              (counting it out)
                         Twenty dollars.
                                     MRS. THOMPSON
                         And I'll sign a paper.
                                     GEORGE
                         You don't have to sign anything. I 
                         know you'll pay it back when you 
                         can. That's okay.
                              (to woman next in 
                              line)
                         All right, Mrs. Davis.
                                     MRS. DAVIS
                         Could I have seventeen-fifty?
                                     GEORGE
                         Seven...
                              (he kisses her)
                         Bless your heart, Of course you can 
                         have it. You got fifty cents?
                              (counting)
                         Seven...
                                                                   WIPE TO:
               INT. OUTER OFFICE BUILDING AND LOAN � NIGHT
               CLOSE SHOT
               George, Uncle Billy and Cousin Tilly are behind the counter, 
               watching the minute hand of a clock on the wall as George 
               counts off the seconds. Cousin Eustace is ready to close the 
               door.
                                     UNCLE BILLY
                              (excitedly)
                         We're going to make it, George. 
                         They'll never close us up today!
                                     GEORGE
                              (counting)
                         Six... five... four... three... two...  
                         one... Bingo!
               Cousin Eustace slams and locks the door, and scurries around 
               the counter to join the others.
                                     GEORGE
                         We made it! Look...
                              (holds up two bills)
                         ... look, we're still in business! 
                         We've still got two bucks left!
               Uncle Billy is taking a drink out of his bottle.
                                     GEORGE
                         Well, let's have some of that. Get 
                         some glasses, Cousin Tilly.
                              (to Uncle Billy)
                         We're a couple of financial wizards.
                                     UNCLE BILLY
                         Those Rockefellers!
                                     GEORGE
                         Get a tray for these great big 
                         important simoleons.
                                     UNCLE BILLY
                         We'll save them for seed. A toast!  
                         They raise their glasses.
                                     GEORGE
                         A toast! A toast to Papa Dollar and 
                         to Mama Dollar, and if you want the 
                         old Building and Loan to stay in 
                         business, you better have a family 
                         real quick.
                                     COUSIN TILLY
                         I wish they were rabbits.
                                     GEORGE
                         I wish they were too. Okay, let's 
                         put them in the safe and see what 
                         happens.
               The four of them parade through the office; George puts the 
               two dollars in the safe.
               CLOSE SHOT � GROUP AROUND THE SAFE DOOR
               As George comes out:
                                     COUSIN EUSTACE
                              (handing out cigars)
                         Wedding cigars!
                                     GEORGE
                              (startled)
                         Oh-oh... wedding! Holy mackerel, I'm 
                         married! Where's Mary? Mary...
                              (he runs around looking 
                              for her)
                         Poor Mary. Look, I've got a train to 
                         catch.
                              (looks at his watch)
                         Well, the train's gone. I wonder if 
                         Ernie's still here with his taxicab?
               George rushes into his office to look out the window.
                                     COUSIN TILLY
                              (on telephone)
                         George, there's a call for you.
                                     GEORGE
                         Look, will you get my wife on the 
                         phone?  She's probably over at her 
                         mother's.
                                     COUSIN TILLY
                         Mrs. Bailey is on the phone.
               INT. GEORGE'S OFFICE
               MEDIUM CLOSEUP � GEORGE IS THOROUGHLY RATTLED
                                     GEORGE
                         I don't want Mrs. Bailey. I want my 
                         wife.  Mrs. Bailey! Oh, that's my 
                         wife! Here, I'll take it in here.
                              (picks up phone)
                         Mary? Hello. Listen, dear, I'm 
                         sorry...  What? Come home? What home? 
                         Three-twenty Sycamore? Well, what... 
                         whose home is that? The Waldorf Hotel, 
                         huh?
                                                                   WIPE TO:
               EXT. OLD GRANVILLE HOUSE � NIGHT
               MEDIUM LONG SHOT
               An old-fashioned, run-down house, unpainted and warped by 
               the weather. It once had class but has not been lived in for 
               years.  This is the house that George and Mary will live in 
               from now on.  The rain is pouring down. A faint glow of light 
               shines out from bottom windows. George hurries into scene. 
               He stops to make sure it is the right number before going up 
               the steps.
               EXT. SIDE OF HOUSE � NIGHT
               CLOSE SHOT
               Bert and man working in rain, sorting through travel posters.
                                     MAN
                         Hey, this is the company's posters, 
                         and the company won't like this.
                                     BERT
                         How would you like to get a ticket 
                         next week? Haven't you any romance 
                         in you?
                                     MAN
                         Sure I have, but I got rid of it.
                                     BERT
                              (reading poster)
                         Liver pills! Who wants to see liver 
                         pills on their honeymoon? What? They 
                         want romantic places, beautiful 
                         places...  places George wants to 
                         go.
               A sharp whistle is heard.
               CLOSE SHOT � WINDOW OF HOUSE
               Ernie is leaning from the window.
                                     ERNIE
                         Hey, Bert, here he comes.
               CLOSE SHOT � BERT AND MAN
                                     BERT
                         Come on, we got to get this up. He's 
                         coming.
                                     MAN
                         Who?
                                     BERT
                         The groom, idiot. Come on, get that 
                         ladder.
                                     MAN
                              (disgustedly)
                         What are they � ducks?
               CLOSE SHOT � SIDE PORCH OF HOUSE
               Bert and the man are putting up travel posters to cover up 
               the broken windows.
                                     BERT
                         Get that ladder up here.
                                     MAN
                         All right � all right.
                                     BERT
                         Hurry up... hurry up... hurry up.
                                     MAN
                         I'm hurrying.
               MEDIUM CLOSE SHOT
               George is approaching the front door of the house, on which 
               a sign is hanging: "Bridal Suite." Ernie looks out through 
               the curtain covering the broken glass of the front door.
                                     ERNIE
                         Hiya... Good evening, sir.
               Ernie opens the door, revealing himself as a homemade butler. 
               This has been accomplished by rolling up his pants and putting 
               on an old coachman's hat. George enters.
                                     ERNIE
                         Entray, monsieur, entray.
               INT. GRANVILLE HOUSE � NIGHT
               CLOSE SHOT � GEORGE ENTERS
               The house is carpetless, empty � the rain and wind cause 
               funny noises upstairs. A huge fire is burning in the 
               fireplace. Near the fireplace a collection of packing boxes 
               are heaped together in the shape of a small table and covered 
               with a checkered oil cloth. It is set for two. A bucket with 
               ice and a champagne bottle sit on the table as well as a 
               bowl of caviar. Two small chickens are impaled on a spit 
               over the fire. A phonograph is playing on a box, and a string 
               from the phonograph is turning the chickens on the spit. The 
               phonograph is playing "Song of the Islands." Mary is standing 
               near the fireplace looking as pretty as any bride ever looked. 
               She is smiling at George, who has been slowly taking in the 
               whole set-up. Through a door he sees the end of a cheap bed, 
               over the back of which is a pair of pajamas and a nightie. 
               Ernie exits and closes the door.
                                     MARY
                              (tears in her eyes)
                         Welcome home, Mr. Bailey.
                                     GEORGE
                              (overcome)
                         Well, I'll be... Mary, Mary, where 
                         did you...
               They rush into each other's arms and hold each other in 
               ecstasy.
               EXT. SIDE OF HOUSE � NIGHT
               CLOSE SHOT
               Bert and Ernie, standing in the pouring rain, start singing 
               "I Love You Truly."
               INT. HOUSE � NIGHT
               CLOSE SHOT � GEORGE AND MARY
               They remain embraced.
                                     GEORGE
                         Oh, Mary...
                                     MARY
                         Remember the night we broke the 
                         windows in this old house? This is 
                         what I wished for.
                                     GEORGE
                         Darling, you're wonderful.
               EXT. SIDE OF HOUSE � NIGHT
               CLOSE SHOT � BERT AND ERNIE
               They finish their song, and Ernie kisses Bert on the forehead.  
               Bert slams Ernie's hat on his head.
                                                                   FADE OUT
               FADE IN:
               EXT. SLUM STREET BEDFORD FALLS � DAY � TWO YEARS LATER
               MEDIUM CLOSE SHOT
               In front of one of the miserable shacks that line the street 
               are two vehicles. One of them is George Bailey's rickety 
               car, and the other is an even more rickety truck piled high 
               with household goods. The Martini family is moving. The family 
               consists of Martini, his wife and four kid of various ages, 
               from two to ten.  George and Mary are helping the Martinis 
               move. About a dozen neighbors crowd around. Martini and 
               George, assisted by three of the Martini children, are 
               carrying out the last of the furniture.  As they emerge from 
               the house, one of the neighbors, Schultz, calls out:
                                     SCHULTZ
                         Martini, you rented a new house?
                                     MARTINI
                         Rent?
                              (to George)
                         You hear what he say, Mr. Bailey?
                                     GEORGE
                         What's that?
                                     MARTINI
                         I own the house. Me, Giuseppe Martini. 
                         I own my own house. No more we live 
                         like pigs in thisa Potter's Field. 
                         Hurry, Maria.
                                     MARIA
                         Yes...
                                     GEORGE
                         Come on...
                              (to Mary)
                         Bring the baby.
                              (to Martini)
                         I'll bring the kids in the car.
                                     MARTINI
                         Oh, thank you, Mr. Bailey.
               Mary gets in the front seat of the car, with the baby in her 
               arms.
                                     GEORGE
                         All right, kids � here � get in here. 
                         Now get right up on the seat there.  
                         Get the...  get the goat!
               The family goat gets in the back seat with the three kids.
                                     MARTINI
                         Goodbye, everybody!
                                     GEORGE
                         All in...
               The rickety caravan starts off down the street, to the cheers 
               of the neighbors.
                                                                   WIPE TO:
               EXT. BAILEY PARK � DAY
               CLOSE SHOT
               Sign hanging from a tree "Welcome to Bailey Park." CAMERA 
               PANS TO follow George's car and the old truck laden with 
               furniture as they pass � we hear Martini's voice singing "O 
               Sole Mio." Bailey Park is a district of new small houses, 
               not all alike, but each individual. New lawns here and there, 
               and young trees. It has the promise when built up of being a 
               pleasant little middle class section.
                                                                   WIPE TO:
               EXT. MARTINI'S NEW HOUSE � DAY
               MEDIUM CLOSE SHOT
               George and Mary are on the porch of the new house, with the 
               Martinis lined up before them.
                                     GEORGE
                         Mr. and Mrs. Martini, welcome home.  
                         The Martinis cross themselves.
               EXT. STREET � BAILEY PARK � DAY
               CLOSE SHOT
               Sam Wainwright is standing in front of his big black town 
               car. Sam is the epitome of successful, up-and-coming 
               businessman. His wife, in the car, is a very attractive, 
               sophisticated-looking lady, dripping with furs and jewels. 
               Sam is watching George across the street.
                                     SAM
                         That old George... he's always making 
                         a speech.
                              (to George)
                         Hee-haw!
                              (wiggles his hands)
               EXT. NEW HOUSE � DAY
               CLOSE SHOT � MARY AND GEORGE ON PORCH
                                     GEORGE
                              (to Mary)
                         Sam Wainwright!
                                     MARY
                         Oh, who cares.
                              (to Mrs. Martini, 
                              giving her loaf of 
                              bread)
                         Bread! That this house may never 
                         know hunger.
               Mrs. Martini crosses herself.
                                     MARY
                              (giving her salt)
                         Salt! That life may always have 
                         flavor.
                                     GEORGE
                              (handing bottle to 
                              Martini)
                         And wine!  That joy and prosperity 
                         may reign forever. Enter the Martini 
                         castle!
               The Martinis cross themselves, shaking hands all around. The 
               kids enter, with screams of delight. Mrs. Martini kisses 
               Mary.
               INT. POTTER'S OFFICE IN BANK � DAY
               CLOSE SHOT
               Potter seated in his wheelchair at his desk, with his goon 
               beside him.  His rent collector, Reineman, is talking, 
               pointing to maps spread out on the desk.
                                     REINEMAN
                         Look, Mr. Potter, it's no skin off 
                         my nose. I'm just your little rent 
                         collector.  But you can't laugh off 
                         this Bailey Park any more. Look at 
                         it.
               A buzzer is heard, and Potter snaps on the dictaphone on his 
               desk.
                                     SECRETARY'S VOICE
                         Congressman Blatz is here to see 
                         you.
                                     POTTER
                              (to dictaphone)
                         Oh, tell the congressman to wait.
                              (to Reineman)
                         Go on.
                                     REINEMAN
                         Fifteen years ago, a half-dozen houses 
                         stuck here and there.
                              (indicating map)
                         There's the old cemetery, squirrels, 
                         buttercups, daisies. Used to hunt 
                         rabbits there myself. Look at it 
                         today. Dozens of the prettiest little 
                         homes you ever saw.  Ninety per cent 
                         owned by suckers who used to pay 
                         rent to you. Your Potter's Field, my 
                         dear Mr. Employer, is becoming just 
                         that. And are the local yokels making 
                         with those David and Goliath 
                         wisecracks!
                                     POTTER
                         Oh, they are, are they? Even though 
                         they know the Baileys haven't made a 
                         dime out of it.
                                     REINEMAN
                         You know very well why. The Baileys 
                         were all chumps. Every one of these 
                         homes is worth twice what it cost 
                         the Building and Loan to build. If I 
                         were you, Mr. Potter...
                                     POTTER
                              (interrupting)
                         Well, you are not me.
                                     REINEMAN
                              (as he leaves)
                         As I say, it's no skin off my nose. 
                         But one of these days this bright 
                         young man is going to be asking George 
                         Bailey for a job.
               Reineman exits.
                                     POTTER
                         The Bailey family has been a boil on 
                         my neck long enough.
               He flips the switch on the dictaphone.
                                     SECRETARY'S VOICE
                         Yes, sir?
                                     POTTER
                         Come in here.
               EXT. STREET IN BAILEY PARK � DAY
               CLOSE SHOT
               George and Mary are talking to Sam Wainwright in front of 
               the latter's car. Hs wife, Jane, is now out of the car.
                                     SAM
                         We just stopped in town to take a 
                         look at the new factory, and then 
                         we're going to drive on down to 
                         Florida.
                                     GEORGE
                         Oh...
                                     JANE
                         Why don't you have your friends join 
                         us?
                                     SAM
                         Why, sure. Hey, why don't you kids 
                         drive down with us, huh?
                                     GEORGE
                         Oh, I'm afraid I couldn't get away, 
                         Sam.
                                     SAM
                         Still got the nose to the old 
                         grindstone, eh? Jane, I offered to 
                         let George in on the ground floor in 
                         plastics, and he turned me down cold.
                                     GEORGE
                         Oh, now, don't rub it in.
                                     SAM
                         I'm not rubbing it in. Well, I guess 
                         we better run along.
               There is handshaking all around as Sam and Jane get into 
               their car.
                                     JANE
                         Awfully glad to have met you, Mary.
                                     MARY
                         Nice meeting you.
                                     GEORGE
                         Goodbye.
                                     JANE
                         Goodbye, George.
                                     SAM
                         So long, George. See you in the funny 
                         papers.
                                     GEORGE
                         Goodbye, Sam.
                                     MARY
                         Have fun.
                                     GEORGE
                         Thanks for dropping around.
                                     SAM
                              (to chauffeur)
                         To Florida!
                              (to George)
                         Hee-haw!
                                     GEORGE
                         Hee-haw.
               The big black limousine glides away, leaving George standing 
               with his arm around Mary, gazing broodingly after it. They 
               slowly walk over to George's old car and look at it silently.
                                                                   WIPE TO:
               INT. POTTER'S OFFICE � DAY
               CLOSE SHOT
               Potter is lighting a big cigar which he has just given George. 
               The goon is beside Potter's chair, as usual.
                                     GEORGE
                         Thank you, sir. Quite a cigar, Mr. 
                         Potter.
                                     POTTER
                         You like it? I'll send you a box.
                                     GEORGE
                              (nervously)
                         Well, I... I suppose I'll find out 
                         sooner or later, but just what exactly 
                         did you want to see me about?
                                     POTTER
                              (laughs)
                         George, now that's just what I like 
                         so much about you.
                              (pleasantly and 
                              smoothly)
                         George, I'm an old man, and most 
                         people hate me. But I don't like 
                         them either, so that makes it all 
                         even. You know just as well as I do 
                         that I run practically everything in 
                         this town but the Bailey Building 
                         and Loan. You know, also, that for a 
                         number of years I've been trying to 
                         get control of it... or kill it. But 
                         I haven't been able to do it. You 
                         have been stopping me. In fact, you 
                         have beaten me, George, and as anyone 
                         in this county can tell you, that 
                         takes some doing. Take during the 
                         depression, for instance. You and I 
                         were the only ones that kept our 
                         heads. You saved the Building and 
                         Loan, and I saved all the rest.
                                     GEORGE
                         Yes. Well, most people say you stole 
                         all the rest.
                                     POTTER
                         The envious ones say that, George, 
                         the suckers. Now, I have stated my 
                         side very frankly. Now, let's look 
                         at your side.  Young man, twenty-
                         seven, twenty-eight...  married, 
                         making, say... forty a week.
                                     GEORGE
                              (indignantly)
                         Forty-five!
                                     POTTER
                         Forty-five. Forty-five. Out of which, 
                         after supporting your mother, and 
                         paying your bills, you're able to 
                         keep, say, ten, if you skimp. A child 
                         or two comes along, and you won't 
                         even be able to save the ten. Now, 
                         if this young man of twenty-eight 
                         was a common, ordinary yokel, I'd 
                         say he was doing fine. But George 
                         Bailey is not a common, ordinary 
                         yokel. He's an intelligent, smart, 
                         ambitious young man � who hates his 
                         job � who hates the Building and 
                         Loan almost as much as I do. A young 
                         man who's been dying to get out on 
                         his own ever since he was born. A 
                         young man... the smartest one of the 
                         crowd, mind you, a young man who has 
                         to sit by and watch his friends go 
                         places, because he's trapped.  Yes, 
                         sir, trapped into frittering his 
                         life away playing nursemaid to a lot 
                         of garlic-eaters.  Do I paint a 
                         correct picture, or do I exaggerate?
                                     GEORGE
                              (mystified)
                         Now what's your point, Mr. Potter?
                                     POTTER
                         My point? My point is, I want to 
                         hire you.
                                     GEORGE
                              (dumbfounded)
                         Hire me?
                                     POTTER
                         I want you to manage my affairs, run 
                         my properties. George, I'll start 
                         you out at twenty thousand dollars a 
                         year.
               George drops his cigar on his lap. He nervously brushes off 
               the sparks from his clothes.
                                     GEORGE
                              (flabbergasted)
                         Twenty thou... twenty thousand dollars 
                         a year?
                                     POTTER
                         You wouldn't mind living in the nicest 
                         house in town, buying your wife a 
                         lot of fine clothes, a couple of 
                         business trips to New York a year, 
                         maybe once in a while Europe. You 
                         wouldn't mind that, would you, George?
                                     GEORGE
                         Would I?
                              (looking around 
                              skeptically)
                         You're not talking to somebody else 
                         around here, are you? You know, this 
                         is me, you remember me? George Bailey.
                                     POTTER
                         Oh, yes, George Bailey. Whose ship 
                         has just come in � providing he has 
                         brains enough to climb aboard.
                                     GEORGE
                         Well, what about the Building and 
                         Loan?
                                     POTTER
                         Oh, confound it, man, are you afraid 
                         of success? I'm offering you a three 
                         year contract at twenty thousand 
                         dollars a year, starting today. Is 
                         it a deal or isn't it?
                                     GEORGE
                         Well, Mr. Potter, I... I... I know I 
                         ought to jump at the chance, but 
                         I... I just...  I wonder if it would 
                         be possible for you to give me twenty-
                         four hours to think it over?
                                     POTTER
                         Sure, sure, sure. You go on home and 
                         talk about it to your wife.
                                     GEORGE
                         I'd like to do that.
                                     POTTER
                         In the meantime, I'll draw up the 
                         papers.
                                     GEORGE
                         All right, sir.
                                     POTTER
                              (offers hand)
                         Okay, George?
                                     GEORGE
                              (taking his hand)
                         Okay, Mr. Potter.
               As they shake hands, George feels a physical revulsion. 
               Potter's hand feels like a cold mackerel to him. In that 
               moment of physical contact he knows he could never be 
               associated with this man.  George drops his hand with a 
               shudder. He peers intently into Potter's face.
                                     GEORGE
                              (vehemently)
                         No... no... no... no, now wait a 
                         minute, here!  I don't have to talk 
                         to anybody!  I know right now, and 
                         the answer is no! NO!  Doggone it!
                              (getting madder all 
                              the time)
                         You sit around here and you spin 
                         your little webs and you think the 
                         whole world revolves around you and 
                         your money. Well, it doesn't, Mr. 
                         Potter!  In the... in the whole vast 
                         configuration of things, I'd say you 
                         were nothing but a scurvy little 
                         spider. You...
               He turns and shouts at the goon, impassive as ever beside 
               Potter's wheelchair.
                                     GEORGE
                         ...And that goes for you too!
               As George opens the office door to exit, he shouts at Mr. 
               Potter's secretary in the outer office
                                     GEORGE
                         And it goes for you too!
                                                                   WIPE TO:
               INT. BEDROOM � GEORGE AND MARY'S HOUSE � NIGHT
               CLOSE SHOT � GEORGE ENTERS THE BEDROOM
               The room is modestly furnished with just a cheap bed, a chair 
               or two, and a dresser. Mary is asleep in the bed. As George 
               comes in, his head is filled with many confusing thoughts, 
               relating to incidents in his past life.
                                     POTTER'S VOICE
                         You wouldn't mind living in the nicest 
                         house in town. Buying your wife a 
                         lot of fine clothes, going to New 
                         York on a business trip a couple of 
                         times a year.  Maybe to Europe once 
                         in a while.
               George takes off his hat and coat, moves over to the dresser 
               and stares at his reflection in the mirror.
                                     GEORGE'S VOICE
                         I know what I'm going to do tomorrow 
                         and the next day and next year and 
                         the year after that. I'm shaking the 
                         dust of this crummy little town off 
                         my feet, and I'm going to see the 
                         world... And I'm going to build 
                         things. I'm going to build air fields.  
                         I'm going to build skyscrapers a 
                         hundred stories high. I'm going to 
                         build a bridge a mile long.
               While the above thoughts are passing through George's head, 
               his attention is caught by a picture on the wall near the 
               dresser:
               INSERT: PICTURE ON THE WALL
               It is the sketch of George lassoing the moon that we first 
               saw in Mary's living room. The lettering reads: "George Lassos 
               The Moon."
                                     GEORGE'S VOICE
                         What is it you want, Mary? You want 
                         the moon? If you do, just say the 
                         word; I'll throw a lasso around it 
                         and pull it down for you.
               Mary is now awake, and starts singing their theme song:
                                     MARY
                              (singing)
                         Buffalo Gals, won't you come out 
                         tonight, won't you come out tonight, 
                         won't you come out tonight.
               George crosses over and sits on the edge of the bed.
                                     GEORGE
                         Hi.
                                     MARY
                         Hi.
                                     GEORGE
                         Mary Hatch, why in the world did you 
                         ever marry a guy like me?
                                     MARY
                         To keep from being an old maid.
                                     GEORGE
                         You could have married Sam Wainwright 
                         or anybody else in town.
                                     MARY
                         I didn't want to marry anybody else 
                         in town. I want my baby to look like 
                         you.
                                     GEORGE
                         You didn't even have a honeymoon. I 
                         promised you...
                              (does a double take)
                         ...Your what?
                                     MARY
                         My baby.
                                     GEORGE
                              (incredulously)
                         You mean... Mary, you on the nest?
                                     MARY
                         George Bailey lassos stork.
                                     GEORGE
                         Lassos the stork! You mean you... 
                         What is it, a boy or a girl?
               Mary nods her head happily.
                                                                   FADE OUT
               FADE IN:
               MONTAGE SEQUENCE
               Over the following SERIES OF SHOTS we hear the voices of 
               Joseph and Clarence in Heaven.
               EXT. MAIN STREET BEDFORD FALLS � NIGHT
               MEDIUM SHOT
               George is crossing the street, heading for the offices of 
               the Building and Loan.
                                     JOSEPH'S VOICE
                         Now, you've probably already guessed 
                         that George never leaves Bedford 
                         Falls.
                                     CLARENCE'S VOICE
                         No!
               INT. HOSPITAL � DAY
               CLOSE SHOT � NURSE HOLDING NEWBORN BABY
                                     JOSEPH'S VOICE
                         Mary had her baby, a boy.
               INT. SITTING ROOM � DAY
               CLOSE SHOT
               Mary sitting on the floor playing with a baby. A little boy 
               is in a playpen nearby.
                                     JOSEPH'S VOICE
                         Then she had another one � a girl.
               INT. GRANVILLE HOUSE � DAY
               CLOSE SHOTS
               Mary is busy hanging wallpaper and painting the old place.
                                     JOSEPH'S VOICE
                         Day after day she worked away remaking 
                         the old Granville house into a home.
               INT. GRANVILLE HOUSE � NIGHT
               CLOSE SHOT
               George has just come into the hall. He is obviously tired 
               and discouraged as he starts up the stairs. The knob on the 
               banister comes off in his hand.
                                     JOSEPH'S VOICE
                         Night after night George came back 
                         late from the office. Potter was 
                         bearing down hard.
                                                                   WIPE TO:
               EXT. RECRUITING GROUNDS � DAY
               MEDIUM LONG SHOT
               A group of men, obviously just drafted, marching along in a 
               camp.
                                     JOSEPH'S VOICE
                         Then came a war.
               INT. RED CROSS WORKROOM � DAY
               CLOSE SHOT
               Mrs. Bailey and other women in Red Cross uniforms busily 
               sewing, etc.
                                     JOSEPH'S VOICE
                         Ma Bailey and Mrs. Hatch joined the 
                         Red Cross and sewed.
               EXT. TRAIN IN RAILROAD STATION � DAY
               CLOSE SHOT
               Mary, with portable U.S.O. pushcart, is serving coffee and 
               doughnuts to men leaning from the train.
                                     JOSEPH'S VOICE
                         Mary had two more babies, but still 
                         found time to run the U.S.O.
               INT. FACTORY � DAY
               CLOSE SHOT
               Sam Wainwright showing set of blueprints to two Army officers.
                                     JOSEPH'S VOICE
                         Sam Wainwright made a fortune in 
                         plastic hoods for planes.
               INT. FACTORY � DAY
               CLOSE SHOT
               Potter is wheeled in toward a long table around which several 
               men are seated.
                                     JOSEPH'S VOICE
                         Potter became head of the draft board.
                                     POTTER
                              (reading from papers)
                         One-A... One-A... One-A...
               EXT. STREET IN BEDFORD FALLS � DAY
               MEDIUM CLOSE SHOT
               Gower and Uncle Billy are conducting a bond rally from the 
               top of an Army tank.
                                     JOSEPH'S VOICE
                         Gower and Uncle Billy sold war bonds.
               EXT. BATTLEFIELD � NIGHT
               MEDIUM CLOSEUP
               Bert, in uniform, moving cautiously with fixed bayonet. Smoke 
               and flashes of gunfire in background.
                                     JOSEPH'S VOICE
                         Bert the cop was wounded in North 
                         Africa.  Got the Silver Star.
               EXT. SKY � DAY
               LONG SHOT
               Hundreds of planes, flying overhead, with parachutes dropping 
               from them.
                                     JOSEPH'S VOICE
                         Ernie, the taxi driver, parachuted 
                         into France.
               EXT. REMAGEN BRIDGE OVER THE RHINE � DAY
               CLOSE SHOT
               Marty in the foreground, beckoning to soldiers to come on.
                                     JOSEPH'S VOICE
                         Marty helped capture the Remagen 
                         Bridge.
               INT. READY ROOM ON AIRCRAFT CARRIER � NIGHT
               CLOSE SHOT
               Harry is fastening the helmet of his flying clothes. He waves 
               as he exits through the door.
                                     JOSEPH'S VOICE
                         Harry... Harry Bailey topped them 
                         all. A Navy flier, he shot down 
                         fifteen planes.
               EXT. OCEAN FROM DECK OF CARRIER � NIGHT
               LONG SHOT
               A flaming plane crashes into the sea.
                                     JOSEPH'S VOICE
                         ...two of them as they were about to 
                         crash into a transport full of 
                         soldiers.
                                     CLARENCE'S VOICE
                         Yes, but George...
               INT. RATION OFFICE � DAY
               CLOSE SHOT
               George, behind the counter, is trying to quiet a crowd of 
               people all clamoring for more ration points.
                                     JOSEPH'S VOICE
                         George? Four-F on account of his 
                         ear, George fought the battle of 
                         Bedford Falls.
               George shouts.
                                     GEORGE
                         Hold on... hold on... hold on now. 
                         Don't you know there's a war on?
               EXT. STRET � NIGHT
               CLOSE SHOT
               George, in the uniform of an air raid warden, is patrolling 
               his beat.
                                     JOSEPH'S VOICE
                         Air raid Warden...
               EXT. HOUSE � NIGHT
               CLOSE SHOT
               Man beside lighted window pulls down the shade as George 
               blows his whistle.
               EXT. STREET � DAY
               CLOSE SHOT
               George is helping load his old car with scrap paper.
                                     JOSEPH'S VOICE
                         ...paper drives...
               EXT. DUMP � DAY
               CLOSE SHOT
               Wheelbarrow full of junk being dumped onto pile.
                                     JOSEPH'S VOICE
                         ...Scrap drives...
               EXT. STREET � DAY
               MEDIUM CLOSE SHOT � CHILDREN WHEELING OLD TIRES
                                     JOSEPH'S VOICE
                         ...Rubber drives...
               INT. CHURCH � DAY
               MEDIUM SHOT � PEOPLE PRAYING IN CHURCH
                                     JOSEPH'S VOICE
                         Like everybody else, on V-E Day he 
                         wept and prayed.
               EXT. CHURCH � ANOTHER ANGLE
               MEDIUM CLOSE SHOT � PEOPLE ENTERING CHURCH
                                     JOSEPH'S VOICE
                         On V-J Day he wept and prayed again.
                                     FRANKLIN'S VOICE
                         Joseph, now show him what happened 
                         today.
                                     JOSEPH'S VOICE
                         Yes, sir.
               EXT. BEDFORD FALLS STREET � WINTER � DAY
               George is walking along the sidewalk reading a newspaper. It 
               is a raw, gusty day, and his overcoat and muffler flap in 
               the breeze.  Draped around one arm is a large Christmas 
               wreath. Under his other arm are several more copies of the 
               paper.
                                     JOSEPH'S VOICE
                         This morning, day before Christmas, 
                         about ten A.M. Bedford Falls time...
               George comes to where Ernie, the taxi driver, is standing on 
               the sidewalk.
                                     GEORGE
                              (holding out paper)
                         Hi, Ernie, look at that.
               INSERT: NEWSPAPER
               The front page of the paper, the Bedford Falls Sentinel. The 
               headline reads: "PRESIDENT DECORATES HARRY BAILEY � LOCAL 
               BOY WINS CONGRESSIONAL MEDAL OF HONOR". The subhead tells of 
               a plan for a giant jubilee and parade, to be followed by a 
               banquet, in honor of Commander Harry Bailey, U.S.N. on his 
               way home from Washington after receiving the Congressional 
               Medal of Honor. There's a large picture of President Truman 
               pinning the coveted medal on Harry's bosom, in the midst of 
               dignitaries; a picture of the transport which Harry saved. 
               Practically the whole front page is devoted to the story.
               CLOSE SHOT � GEORGE AND ERNIE
                                     ERNIE
                              (kidding)
                         Gonna snow again.
                                     GEORGE
                              (outraged)
                         What do you mean � it's gonna snow 
                         again?  Look at the headlines.
                                     ERNIE
                         I know � I know � I know. I think 
                         it's marvelous.
               Gower comes running across the street from his drugstore and 
               joins them.
                                     GEORGE
                              (reading)
                         Commander Harry Bailey. Mr. Gower, 
                         look at this � the second page.
                              (gives them papers)
                         Now look, this is for you. This is 
                         for you, this is for you.
                              (as he leaves)
                         See you again.
               EXT. STREET � DAY
               MEDIUM LONG SHOT
               Uncle Billy is walking along the street, humming happily to 
               himself. He sees some men decorating the Court House with 
               banners and bunting � there is a huge sign reading: "Welcome 
               Home Harry Bailey"
                                     UNCLE BILLY
                              (calls out)
                         Be sure you spell the name right.
               INT. OUTER OFFICE BUILDING AND LOAN � DAY
               FULL SHOT
               The offices are unchanged, still small-time and old-fashioned. 
               The same office force, albeit a few years older: Cousin Tilly 
               and Cousin Eustace. Seated on a chair is a middle-aged man 
               with a brief case. The outer door opens and George enters:
                                     GEORGE
                         Extra! Extra! Read all about it!
               Cousin Tilly and Cousin Eustace are talking on the phone.
                                     COUSIN EUSTACE
                         George! George! It's Harry now on 
                         long distance from Washington!
                                     GEORGE
                         Harry! What do you know about that?
                                     COUSIN EUSTACE
                         He reversed the charges. It's okay, 
                         isn't it?
                                     GEORGE
                         What do you mean it's okay?  For a 
                         hero?
                              (takes the phone)
                         Harry!  Oh, you old seven kinds of a 
                         son of a gun. Congratulations!  How's 
                         Mother standing it?... She did? What 
                         do you know...
                              (to Eustace)
                         Mother had lunch with the President's 
                         wife!
                                     COUSIN TILLY
                         Wait till Martha hears about this.
                                     COUSIN EUSTACE
                         What did they have to eat?
                                     GEORGE
                              (on phone)
                         What did they have to eat? Harry, 
                         you should see what they're cooking 
                         up in the town for you... Oh, are 
                         they?
                              (to Eustace)
                         The Navy's going to fly Mother home 
                         this afternoon.
                                     COUSIN EUSTACE
                         In a plane?
                                     GEORGE
                         What? Uncle Billy?
                              (to Eustace)
                         Has Uncle Billy come in yet?
                                     COUSIN TILLY
                         No, he stopped at the bank first.
                                     GEORGE
                              (on phone)
                         He's not here right now, Harry.
               Cousin Eustace has turned away from George and caught a 
               glimpse of the man waiting in the chair. This is Carter, the 
               bank examiner, come for his annual audit of the books of the 
               Building and Loan.
                                     GEORGE
                              (on phone)
                         But look...
                                     COUSIN EUSTACE
                              (interrupting)
                         George...
                                     GEORGE
                              (on phone)
                         ...now tell me about it.
                                     COUSIN EUSTACE
                              (interrupting)
                         ...George, that man's here again.
                                     GEORGE
                         What man?
                                     COUSIN EUSTACE
                              (nervously)
                         Bank... bank examiner.
                                     GEORGE
                         Oh...
                              (on phone)
                         Talk to Eustace a minute, will you. 
                         I'll be right back.
               He gives the phone to Eustace, puts down his wreath and goes 
               over to Carter.
               CLOSE SHOT � GEORGE AND CARTER
               They shake hands.
                                     GEORGE
                         Good morning, sir.
                                     CARTER
                         Carter � bank examiner.
                                     GEORGE
                         Mr. Carter, Merry Christmas.
                                     CARTER
                         Merry Christmas.
                                     GEORGE
                         We're all excited around here.
                              (shows him paper)
                         My brother just got the Congressional 
                         Medal of Honor. The President just 
                         decorated him.
                                     CARTER
                         Well, I guess they do those things. 
                         Well, I trust you had a good year.
                                     GEORGE
                         Good year? Well, between you and me, 
                         Mr. Carter, we're broke.
                                     CARTER
                         Yeah, very funny.
                                     GEORGE
                         Well...
                              (leading him into 
                              office)
                         ...now, come right in here, Mr. 
                         Carter.
                                     CARTER
                              (as they go)
                         Although I shouldn't wonder when you 
                         okay reverse charges on personal 
                         long distance calls.
                                     COUSIN TILLY
                         George, shall we hang up?
                                     GEORGE
                         No, no. He wants to talk to Uncle 
                         Billy.  You just hold on.
                                     CARTER
                              (in doorway)
                         Now, if you'll cooperate, I'd like 
                         to finish with you by tonight. I 
                         want to spend Christmas in Elmira 
                         with my family.
                                     GEORGE
                         I don't blame you at all, Mr. Carter, 
                         Just step right in here. We'll fix 
                         you up.
               INT. BANK � DAY
               CLOSE SHOT
               Uncle Billy is filling out a deposit slip at one of the desks.
                                     UNCLE BILLY
                              (writing)
                         December twenty-fourth...
               He takes a thick envelope from his inside pocket and thumbs 
               through the bills it contains. It is evidently a large sum 
               of money.
                                     UNCLE BILLY
                         Eight thousand...
               MEDIUM SHOT � DOOR TO STREET
               Potter is being wheeled in by his goon. Various bank officials 
               run over to greet him � he is reading a newspaper. Uncle 
               Billy has finished filling out his slip, and comes over to 
               taunt Potter, the envelope containing the money in his hand.
                                     UNCLE BILLY
                         Well, good morning, Mr. Potter. What's 
                         the news?
               He grabs the paper from Potter's hand.
                                     UNCLE BILLY(CONT'D)
                         Well, well, well, Harry Bailey wins 
                         Congressional Medal. That couldn't 
                         be one of the Bailey boys? You just 
                         can't keep those Baileys down, now, 
                         can you, Mr. Potter?
                                     POTTER
                         How does slacker George feel about 
                         that?
                                     UNCLE BILLY
                         Very jealous, very jealous. He only 
                         lost three buttons off his vest. Of 
                         course, slacker George would have 
                         gotten two of those medals if he had 
                         gone.
                                     POTTER
                         Bad ear.
                                     UNCLE BILLY
                         Yes.
               Uncle Billy folds Potter's paper over the envelope containing 
               his money, and flings his final taunt at the old man.
                                     UNCLE BILLY
                         After all, Potter, some people like 
                         George had to stay home. Not every 
                         heel was in Germany and Japan!
               In a cold rage, Potter grabs his paper and wheels off toward 
               his office. Uncle Billy smiles triumphantly and goes toward 
               deposit window with his deposit slip.
                                     CLOSE SHOT
                         Uncle Billy and bank teller at the 
                         window.
                                     UNCLE BILLY
                              (still chuckling)
                         Good morning, Horace.
               Uncle Billy hands the bank book over. The teller opens it, 
               starts to punch it with rubber stamps.
                                     TELLER
                         I guess you forgot something.
                                     UNCLE BILLY
                         Huh?
                                     TELLER
                         You forgot something.
                                     UNCLE BILLY
                         What?
                                     TELLER
                         Well, aren't you going to make a 
                         deposit?
                                     UNCLE BILLY
                         Sure, sure I am.
                                     TELLER
                         Well, then... it's usually customary 
                         to bring the money with you.
                                     UNCLE BILLY
                         Oh, shucks...
               Uncle Billy searches through every pocket he has.
                                     UNCLE BILLY
                              (looks bewildered)
                         I know I had...
               The teller, knowing the old man's vagaries, points to one of 
               the numerous string tied around his fingers.
                                     TELLER
                         How about that one there?
                                     UNCLE BILLY
                         Hmm? Well, I...
               INT. POTTER'S OFFICE � DAY
               CLOSE SHOT
               Potter is now behind his desk. He spreads the newspaper out 
               in front of him, muttering as he does so.
                                     POTTER
                         Bailey...
               He sees the envelope, looks inside at the money. Then, to 
               his goon, indicating the office door:
                                     POTTER
                         Take me back there. Hurry up.
                              (as they go)
                         Come on, look sharp.
               Potter opens the door just a little, and peers through into 
               the bank.
               INT. BANK � DAY
               CLOSE SHOT � DEPOSIT SLIP DESK
               Uncle Billy looks around for the money envelope. It is not 
               there.  He looks puzzled, thinks hard, then a look of concern 
               creeps into his eyes. He starts thumping his pockets, with 
               increasing panic, and looks in the waste paper basket on the 
               floor. He finally rushes through the door and out into the 
               street.
               INT. POTTER'S OFFICE � DAY
               CLOSE SHOT � POTTER WATCHING THROUGH THE DOOR
                                     POTTER
                              (to goon)
                         Take me back.
               The goon wheels him back to his desk. He is deep in thought, 
               with a crafty expression on his face.
               EXT. STREET � DAY
               MEDIUM CLOSE SHOT
               Uncle Billy running across the street in the direction of 
               the Building and Loan.
               INT. OUTER OFFICE � BUILDING AND LOAN � DAY
               CLOSE SHOT
               George coming from room where he has just left the bank 
               examiner.
                                     GEORGE
                         Just make yourself at home, Mr. 
                         Carter.  I'll get those books for 
                         you.
               He sees Violet Bick standing there.
                                     GEORGE
                         Oh, hello, Vi.
                                     VIOLET
                         George, can I see you for a second?
                                     GEORGE
                         Why, of course you can. Come on in 
                         the office here.
               He hears a noise, and sees Uncle Billy entering the office.
                                     GEORGE
                         Uncle Billy, talk to Harry. He's on 
                         the telephone.
               George and Violet enter his private office. Uncle Billy comes 
               hurrying in.
                                     COUSIN TILLY
                         Hurry, Uncle Billy, hurry. Long 
                         distance, Washington.
                                     COUSIN EUSTACE
                         Hey, here's Harry on the phone.
                                     COUSIN TILLY
                         Harry, your nephew, remember?
                                     COUSIN EUSTACE
                              (on phone)
                         Here he is.
               Uncle Billy picks up the phone and speaks distractedly, 
               without knowing what he is saying.
                                     UNCLE BILLY
                              (on phone)
                         Hello... hello... Yes, Harry � yes...  
                         everything... everything's fine.
               He hangs up agitatedly, muttering to himself as he goes into 
               his own office. Cousin Tilly and Cousin Eustace look after 
               him, dumbfounded.
                                     UNCLE BILLY
                         I should have my head examined. Eight 
                         thousand dollars. It's got to be 
                         somewhere.
               INT. GEORGE'S OFFICE � DAY
               CLOSE SHOT � GEORGE AND VIOLET
               George has just finished writing something, and is slipping 
               the paper into an envelope.
                                     GEORGE
                              (hands it to her)
                         Here you are.
                                     VIOLET
                              (bitterly)
                         Character? If I had any character, 
                         I'd...
                                     GEORGE
                         It takes a lot of character to leave 
                         your home town and start all over 
                         again.  He pulls some money from his 
                         pocket, and offers it to her.
                                     VIOLET
                         No, George, don't...
                                     GEORGE
                         Here, now, you're broke, aren't you?
                                     VIOLET
                         I know, but...
                                     GEORGE
                         What do you want to do, hock your 
                         furs, and that hat? Want to walk to 
                         New York?  You know, they charge for 
                         meals and rent up there just the 
                         same as they do in Bedford Falls.
                                     VIOLET
                              (taking money)
                         Yeah � sure...
                                     GEORGE
                         It's a loan. That's my business. 
                         Building and Loan. Besides, you'll 
                         get a job. Good luck to you.
               She looks at him, then says a strange thing.
                                     VIOLET
                         I'm glad I know you, George Bailey.
               She reaches up and kisses him on the cheek, leaving lipstick.  
               George opens the door for her.
               INT. OUTER OFFICE � DAY
               CLOSE SHOT
               As George and Violet come through the door, they are being 
               watched by Cousin Tilly, Cousin Eustace and the bank examiner, 
               who is still waiting to go to work on the books.
                                     GEORGE
                         Say hello to New York for me.
                                     VIOLET
                         Yeah � yeah... sure I will.
                                     GEORGE
                         Now, let's hear from you...
               Violet sees the lipstick on George's cheek, and dabs at it 
               with her handkerchief.
                                     GEORGE
                         What's the matter? Merry Christmas, 
                         Vi.
                                     VIOLET
                         Merry Christmas, George.
               She exits.
                                     MR. CARTER
                         Mr. Bailey...
                                     GEORGE
                         Oh, Mr. Carter, I'm sorry. I'll be 
                         right with you.
                              (to Cousin Tilly)
                         Uncle Billy in?
                                     COUSIN TILLY
                         Yeah, he's in his office.
               INT. DOORWAY TO UNCLE BILLY'S OFFICE � DAY
               CLOSE SHOT
               As George opens the door he sees Uncle Billy frantically 
               looking for the missing envelope. The office is in a mess, 
               drawers are opened, and papers scattered on the floor and on 
               the desk.
                                     GEORGE
                         Unc... What's going on? The bank 
                         examiner's here, and I...
                                     UNCLE BILLY
                              (in dismay)
                         He's here?
                                     GEORGE
                         Yeah, yeah. He wants the accounts 
                         payable...
               George stops short, suddenly aware of the tragic old eyes 
               looking up at him.
                                     GEORGE
                         What's the matter with you?
               Uncle Billy gestures nervously for George to come in. He 
               does so and closes the door.
               INT. OUTER OFFICE � DAY
               MEDIUM SHOT
               Cousin Tilly is at her switchboard, and Cousin Eustace 
               standing beside her. Carter is still waiting in the doorway 
               to his office.  Suddenly the door opens and George comes 
               striding out. He goes directly to the safe and starts 
               searching, but doesn't find the money. Then he goes to the 
               cash drawer in the counter, and looks through it.
                                     GEORGE
                         Eustace...
                                     EUSTACE
                         Yeah?
                                     GEORGE
                         Come here a minute.
               Cousin Eustace runs over to George.
                                     GEORGE
                         Did you see Uncle Billy with any 
                         cash last night?
                                     COUSIN EUSTACE
                         He had it on his desk counting it 
                         before he closed up.
               EXT. MAIN STREET BEDFORD FALLS � DAY
               MEDIUM SHOT
               Uncle Billy and George are retracing the former's steps 
               through the snow, looking everywhere for the missing money. 
               They pause for a moment on the sidewalk.
                                     GEORGE
                         Now look, did you buy anything?
                                     UNCLE BILLY
                         Nothing. Not even a stick of gum.
                                     GEORGE
                         All right. All right. Now we'll go 
                         over every step you took since you 
                         left the house.
                                     UNCLE BILLY
                         This way.
               They continue on down the street on their search.
               EXT. WINDOW OF POTTER'S OFFICE IN BANK � DAY
               CLOSE SHOT
               Potter is peering through the slats of the Venetian blind, 
               watching them as they go.
               EXT. MAIN STREET BEDFORD FALLS � DAY
               MOVING SHOT
               George and Uncle Billy continue their search.
                                                                   WIPE TO:
               INT. UNCLE BILLY'S LIVING ROOM
               CLOSE SHOT
               A shabby, old-fashioned, gas-lit room which has been turned 
               almost inside out and upside down in an effort to locate the 
               missing money. Drawers of an old secretary have been pulled 
               out and are on the floor. Every conceivable place which might 
               have been used by Uncle Billy to put the money has been 
               searched. George, his hair rumpled, is feverishly pursuing 
               the search. Uncle Billy is seated behind the desk, his head 
               on his hands.
                                     GEORGE
                         And did you put the envelope in your 
                         pocket?
                                     UNCLE BILLY
                         Yeah... yeah... maybe... maybe...
                                     GEORGE
                              (shouts)
                         Maybe � maybe! I don't want any maybe.  
                         Uncle Billy, we've got to find that 
                         money!
                                     UNCLE BILLY
                              (piteously)
                         I'm no good to you, George. I...
                                     GEORGE
                         Listen to me. Do you have any secret 
                         hiding place here in the house? 
                         Someplace you could have put it? 
                         Someplace to hide the money?
                                     UNCLE BILLY
                              (exhausted)
                         I've been over the whole house, even 
                         in rooms that have been locked ever 
                         since I lost Laura.
               Uncle Billy starts sobbing hysterically. George grabs him by 
               the lapels and shakes him.
                                     GEORGE
                              (harshly)
                         Listen to me! Listen to me! Think! 
                         Think!
                                     UNCLE BILLY
                              (sobbing)
                         I can't think any more, George. I 
                         can't think any more. It hurts...
               George jerks him to his feet and shakes him. Uncle Billy 
               stands before him like a frisked criminal, all his pockets 
               hanging out, empty. George's eyes and manner are almost 
               maniacal.
                                     GEORGE
                              (screaming at him)
                         Where's that money, you stupid, silly 
                         old fool? Where's the money?  Do you 
                         realize what this means? It means 
                         bankruptcy and scandal, and prison!
               He throws Uncle Billy down into his chair, and still shouts 
               at him:
                                     GEORGE
                         That's what it means! One of us is 
                         going to jail! Well, it's not going 
                         to be me!
               George turns and heads for the door, kicking viciously at a 
               waste basket on the floor as he goes. Uncle Billy remains 
               sobbing at the table, his head in his arms.
                                                                   WIPE TO:
               INT. GEORGE'S LIVING ROOM � NIGHT
               CLOSE SHOT
               Janie (aged eight) is seated at the piano playing "Hark, the 
               Herald Angels Sing," which she practices during the remainder 
               of this scene. There is a Christmas tree all decorated near 
               the fireplace. At a large table Mary is busy putting 
               cellophane bows and decorations on gift packages. At a small 
               table Pete (aged nine) is seated with pad and pencil in the 
               throes of composition.  On the floor Tommy (aged three) is 
               playing with a toy vacuum cleaner. We hear the SOUND of a 
               door open and close. Mary turns and sees George enter the 
               hall, a slight powdering of snow on his head and shoulders.
               INT. HALL � NIGHT
               CLOSE SHOT
               As George comes into the house.
                                     MARY
                         Hello darling.
                                     CHILDREN
                         Hello Daddy, hello daddy.
                                     MARY
                              (indicating tree)
                         How do you like it?
               George sneezes violently.
                                     MARY AND CHILDREN
                         Bless you!
                                     MARY
                         Did you bring the wreath?
                                     PETE
                         Did you bring the Christmas wreath?
                                     GEORGE
                         What? What wreath?
                                     MARY
                         The Merry Christmas wreath for the 
                         window.
                                     GEORGE
                              (gruffly)
                         No. I left it at the office.
                                     MARY
                         Is it snowing?
                                     GEORGE
                         Yeah, just started.
                                     MARY
                         Where's your coat and hat?
                                     GEORGE
                         Left them at the office.
               Mary stares at him, aware that something unusual has happened.
                                     MARY
                         What's the matter?
                                     GEORGE
                              (bitterly)
                         Nothing's the matter. Everything's 
                         all right.
               INT. LIVING ROOM � NIGHT
               CLOSE SHOT
               George slumps into an armchair and lifts Tommy onto his lap. 
               Mary is helping Pete decorate the Christmas tree.
                                     MARY
                         Go on, Pete, you're a big boy.  You 
                         can put the star up. Way up at the 
                         top. That's it.  Fill in that little 
                         bare spot right there.  That's it.
                              (to George)
                         Isn't it wonderful about Harry?  
                         We're famous, George. I'll bet I had 
                         fifty calls today about the parade, 
                         the banquet. Your mother's so excited, 
                         she...
               During this scene, George has been sitting in the chair, 
               hugging Tommy to him, and crying quietly. Mary realizes that 
               something is seriously wrong, and breaks off. Janie is 
               thumping away at the piano.
                                     GEORGE
                         Must she keep playing that?
                                     JANIE
                              (hurt)
                         I have to practice for the party 
                         tonight, Daddy.
                                     PETE
                         Mommy says we can stay up till 
                         midnight and sing Christmas carols.
                                     TOMMY
                         Can you sing, Daddy?
                                     MARY
                              (to George)
                         Better hurry and shave. The families 
                         will be here soon.
                                     GEORGE
                              (rising from chair)
                         Families!  I don't want the families 
                         over here!
               Mary leads him out toward the kitchen.
                                     MARY
                         Come on out in the kitchen with me 
                         while I finish dinner.
               They exit with Tommy hanging onto George's coat-tails, and 
               pulling at him. CAMERA PANS WITH them.
                                     TOMMY
                         Excuse me... excuse me...
               INT. HALL � NIGHT
               CLOSE SHOT
               As they go toward kitchen.
                                     MARY
                         Have a hectic day?
                                     GEORGE
                              (bitterly)
                         Oh, yeah, another big red letter day 
                         for the Baileys.
                                     PETE
                         Daddy, the Browns next door have a 
                         new car. You should see it.
                                     GEORGE
                              (turns on him)
                         Well, what's the matter with our 
                         car?  Isn't it good enough for you?
                                     PETE
                         Yes, Daddy.
                                     TOMMY
                              (tugging at coat)
                         Excuse me, excuse me...
               INT. KITCHEN � NIGHT
               CLOSE SHOT
               They come through the door.
                                     GEORGE
                              (annoyed)
                         Excuse you for what?
                                     TOMMY
                         I burped!
                                     MARY
                         All right, darling, you're excused. 
                         Now go upstairs and see what little 
                         Zuzu wants.
               Tommy leaves, and Mary turns to the stove.
                                     GEORGE
                         Zuzu! What's the matter with Zuzu?
                                     MARY
                         Oh, she's got a cold. She's in bed. 
                         Caught it coming home from school.  
                         They gave her a flower for a prize 
                         and she didn't want to crush it so 
                         she didn't button up her coat.
                                     GEORGE
                         What is it, a sore throat or what?
                                     MARY
                         Just a cold. The doctor says it's 
                         nothing serious.
                                     GEORGE
                         The doctor? Was the doctor here?
                                     MARY
                         Yes, I called him right away. He 
                         says it's nothing to worry about.
                                     GEORGE
                         Is she running a temperature? What 
                         is it?
                                     MARY
                         Just a teensie one � ninety-nine, 
                         six.  She'll be all right.
               George paces about the kitchen, worried.
                                     GEORGE
                         Gosh, it's this old house. I don't 
                         know why we don't all have pneumonia. 
                         This drafty old barn! Might as well 
                         be living in a refrigerator. Why did 
                         we have to live here in the first 
                         place and stay around this measly, 
                         crummy old town?
                                     MARY
                              (worried)
                         George, what's wrong?
                                     GEORGE
                         Wrong? Everything's wrong! You call 
                         this a happy family? Why did we have 
                         to have all these kids?
                                     PETE
                              (coming in)
                         Dad, how do you spell "frankincense"?
                                     GEORGE
                              (shouts)
                         I don't know. Ask your mother.
               George goes toward doorway.
                                     MARY
                         Where're you going?
                                     GEORGE
                         Going up to see Zuzu.
               We hear his footsteps as he leaves. Mary looks after him, 
               puzzled and concerned, then comes over to Pete.
                                     PETE
                         He told me to write a play for 
                         tonight.
                                     MARY
                         F-R-A-N-K-I-N...
               INT. HALL � NIGHT
               MEDIUM CLOSE SHOT � GEORGE STARTS UP THE STAIRS
               The knob on the banister comes off in his hand, and for a 
               moment he has an impulse to hurl it into the living room. 
               Then, he replaces the knob, and goes on up the stairs.
               INT. ZUZU'S BEDROOM � NIGHT
               FULL SHOT
               The SOUND of Janie at the piano can be heard, the same 
               monotonous rhythm over and over. Zuzu (aged six) is sitting 
               up in her bed, the lamp burning beside her. She is holding 
               her prize flower.  George tiptoes in. Then, as he sees she's 
               awake, he comes over, sitting on the edge of her bed.
                                     ZUZU
                         Hi, Daddy.
                                     GEORGE
                         Well, what happened to you?
                                     ZUZU
                         I won a flower.
               She starts to get out of bed.
                                     GEORGE
                         Wait now. Where do you think you're 
                         going?
                                     ZUZU
                         Want to give my flower a drink.
                                     GEORGE
                         All right, all right. Here, give 
                         Daddy the flower. I'll give it a 
                         drink.
               She shakes her head and presses the flower to her. A few 
               petals fall off. She picks them up.
                                     ZUZU
                         Look, Daddy... paste it.
                                     GEORGE
                         Yeah, all right. Now, I'll paste 
                         this together.
               She hands him the fallen petals and the flower. He turns his 
               back to Zuzu, pretending to be tinkering with the flower. He 
               sticks the fallen petals in his watch pocket, rearranges the 
               flower, and then turns back to Zuzu.
                                     GEORGE
                         There it is, good as new.
                                     ZUZU
                         Give the flower a drink.
               George puts the flower in a glass of water on the table beside 
               her bed.
                                     GEORGE
                         Now, will you do something for me?
               CLOSEUP � GEORGE AND ZUZU
               They whisper.
                                     ZUZU
                         What?
                                     GEORGE
                         Will you try to get some sleep?
                                     ZUZU
                         I'm not sleepy. I want to look at my 
                         flower.
                                     GEORGE
                         I know � I know, but you just go to 
                         sleep, and then you can dream about 
                         it, and it'll be a whole garden.
                                     ZUZU
                         It will?
                                     GEORGE
                         Uh-huh.
               She closes her eyes and relaxes on the bed. George pulls the 
               covers over her. He bends down and his lips touch a tendril 
               of the child's hair. Then he gets up and tiptoes out of the 
               room.
               INT. LIVING ROOM � NIGHT
               CLOSE SHOT
               Janie is still pounding with grim determination at the piano. 
               Pete is seated at the table writing. Tommy is playing with 
               his toy vacuum cleaner. The telephone rings.
                                     JANIE AND PETE
                         Telephone.
               INT. LIVING ROOM � NIGHT
               CLOSE SHOT
               Mary comes in and picks up the phone.
                                     MARY
                         I'll get it.
                              (on phone)
                         Hello. Yes, this is Mrs. Bailey.
               George enters shot, and stands listening to her.
                                     MARY
                         Oh, thank you, Mrs. Welch. I'm sure 
                         she'll be all right. The doctor says 
                         that she ought to be out of bed in 
                         time to have her Christmas dinner.
                                     GEORGE
                         Is that Zuzu's teacher?
                                     MARY
                              (hand over receiver)
                         Yes.
                                     GEORGE
                         Let me speak to her.
               He snatches the phone from Mary.
                                     GEORGE
                              (on phone)
                         Hello. Hello, Mrs. Welch?  This is 
                         George Bailey. I'm Zuzu's father. 
                         Say, what kind of a teacher are you 
                         anyway?  What do you mean sending 
                         her home like that, halfnaked?  Do 
                         you realize she'll probably end up 
                         with pneumonia on account of you?
                                     MARY
                              (shocked)
                         George!
               She puts a restraining hand on his arm. He shakes it off. 
               She cannot know that George's tirade against Mrs. Welch is 
               really a tirade against the world, against life itself, 
               against God. Over the phone we hear Mrs. Welch's voice 
               sputtering with protest.
                                     GEORGE
                         Is this the sort of thing we pay 
                         taxes for � to have teachers like 
                         you? Silly, stupid, careless people 
                         who send our kids home without any 
                         clothes on? You know, maybe my kids 
                         aren't the best-dressed kids; maybe 
                         they don't have any decent clothes...
               Mary succeeds in wresting the phone from George's hand.
                                     GEORGE
                         Aw, that stupid...
               Mary speaks quickly in to the phone.
                                     MARY
                         Hello, Mrs. Welch. I want to 
                         apologize...  hello... hello...
                              (to George)
                         She's hung up.
                                     GEORGE
                              (savagely)
                         I'll hang her up!
               But the telephone is suddenly alive with a powerful male 
               voice calling:
                                     MR. WELCH'S VOICE
                         Now, who do you think you are?
               George hears this and grabs the receiver from Mary.
                                     GEORGE
                              (to Mary)
                         Wait a minute.
                              (on phone)
                         Hello? Who is this? Oh, Mr. Welch?  
                         Okay, that's fine, Mr. Welch. Gives 
                         me a chance to tell you what I really 
                         think of your wife.
               Mary once more tries to take the phone from him.
                                     MARY
                         George...
                                     GEORGE
                              (raving at her)
                         Will you get out and let me handle 
                         this?
                              (into phone � shouting)
                         Hello? Hello? What? Oh, you will, 
                         huh?  Okay, Mr. Welch, any time you 
                         think you're man enough... Hello? 
                         Any...
               But before he can think of an insult to top Welch's, we hear 
               a click on the phone.
                                     GEORGE
                         Oh...
               He hangs up the receiver, and turns toward the living room. 
               His face is flushed and wet.
                                     PETE
                         Daddy, how do you spell "Hallelujah"?
                                     GEORGE
                              (shouts)
                         How should I know? What do you think 
                         I am, a dictionary?
               He yells at Tommy, noisily playing with his vacuum cleaner.
                                     GEORGE
                         Tommy, stop that! Stop it!
               Janie is still practicing at the piano, monotonously.
                                     GEORGE
                              (savagely)
                         Janie, haven't you learned that silly 
                         tune yet? You've played it over and 
                         over again.  Now stop it! Stop it!
               INT. LIVING ROOM � NIGHT
               CLOSE SHOT
               The room has suddenly become ominously quiet, the only SOUND 
               being George's labored breathing. George goes over to a corner 
               of the room where his workshop is set up � a drawing table, 
               several models of modern buildings, bridges, etc. Savagely 
               he kicks over the models, picks up some books and hurls them 
               into the corner.  Mary and the children watch, horrified. 
               George looks around and sees them staring at him as if he 
               were some unknown wild animal.  The three children are crying.
                                     GEORGE
                              (gasping for breath)
                         I'm sorry, Mary, Janie. I'm sorry. I 
                         didn't mean... you go on and practice.  
                         Pete, I owe you an apology, too. I'm 
                         sorry. What do you want to know?
                                     PETE
                              (holding back his 
                              tears)
                         Nothing, Daddy.
               Mary and the children stare at him, stunned by his furious 
               outburst. There is silence in the room.
                                     GEORGE
                         What's the matter with everybody? 
                         Janie, go on. I told you to practice.
                              (shouts)
                         Now, go on, play!
               Janie breaks into sobs.
                                     JANIE
                         Oh, Daddy...
                                     MARY
                              (in an outburst)
                         George, why must you torture the 
                         children?  Why don't you...
               The sight of Mary and the children suffering is too much for 
               George.
                                     GEORGE
                         Mary...
               He looks around him, then quickly goes out the front door of 
               the house. Mary goes to the phone, picks it up.
                                     MARY
                         Bedford, two-four-seven, please.
                                     PETE
                         Is Daddy in trouble?
                                     JANIE
                         Shall I pray for him?
                                     MARY
                         Yes, Janie, pray very hard.
                                     TOMMY
                         Me, too?
                                     MARY
                         You too, Tommy.
                              (on phone)
                         Hello, Uncle Billy?
                                                                   WIPE TO:
               INT. POTTER'S OFFICE IN BANK � NIGHT � 8:00 P.M.
               MEDIUM CLOSEUP
               Potter is seated at his desk, his goon beside him. He is 
               signing some papers. George is seated in a chair before the 
               desk, without a hat or coat, covered lightly with snow.
                                     GEORGE
                         I'm in trouble, Mr. Potter. I need 
                         help.  Through some sort of an 
                         accident my company's short in their 
                         accounts. The bank examiner's up 
                         there today. I've got to raise eight 
                         thousand dollars immediately.
                                     POTTER
                              (casually)
                         Oh, so that's what the reporters 
                         wanted to talk to you about?
                                     GEORGE
                              (incredulous)
                         The reporters?
                                     POTTER
                         Yes. They called me up from your 
                         Building and Loan. Oh, there's a man 
                         over there from the D.A.'s office, 
                         too. He's looking for you.
                                     GEORGE
                              (desperate)
                         Please help me, Mr. Potter. Help me, 
                         won't you please? Can't you see what 
                         it means to my family? I'll pay you 
                         any sort of a bonus on the loan... 
                         any interest. If you still want the 
                         Building and Loan, why I...
                                     POTTER
                              (interrupting)
                         George, could it possibly be there's 
                         a slight discrepancy in the books?
                                     GEORGE
                         No, sir. There's nothing wrong with 
                         the books. I've just misplaced eight 
                         thousand dollars. I can't find it 
                         anywhere.
                                     POTTER
                              (looking up)
                         You misplaced eight thousand dollars?
                                     GEORGE
                         Yes, sir.
                                     POTTER
                         Have you notified the police?
                                     GEORGE
                         No, sir. I didn't want the publicity.  
                         Harry's homecoming tomorrow...
                                     POTTER
                              (snorts)
                         They're going to believe that one. 
                         What've you been doing, George? 
                         Playing the market with the company's 
                         money?
                                     GEORGE
                         No, sir. No, sir. I haven't.
                                     POTTER
                         What is it � a woman, then? You know, 
                         it's all over town that you've been 
                         giving money to Violet Bick.
                                     GEORGE
                              (incredulous)
                         What?
                                     POTTER
                         Not that it makes any difference to 
                         me, but why did you come to me? Why 
                         don't you go to Sam Wainwright and 
                         ask him for the money?
                                     GEORGE
                         I can't get hold of him. He's in 
                         Europe.
                                     POTTER
                         Well, what about all your other 
                         friends?
                                     GEORGE
                         They don't have that kind of money, 
                         Mr. Potter. You know that. You're 
                         the only one in town that can help 
                         me.
                                     POTTER
                         I see. I've suddenly become quite 
                         important. What kind of security 
                         would I have, George? Have you got 
                         any stocks?
                                     GEORGE
                              (shaking his head)
                         No, sir.
                                     POTTER
                         Bonds? Real estate? Collateral of 
                         any kind?
                                     GEORGE
                              (pulls out policy)
                         I have some life insurance, a fifteen 
                         thousand dollar policy.
                                     POTTER
                         Yes... how much is your equity in 
                         it?
                                     GEORGE
                         Five hundred dollars.
                                     POTTER
                              (sarcastically)
                         Look at you. You used to be so cocky! 
                         You were going to go out and conquer 
                         the world! You once called me a 
                         warped, frustrated old man. What are 
                         you but a warped, frustrated young 
                         man? A miserable little clerk crawling 
                         in here on your hands and knees and 
                         begging for help. No securities � no 
                         stocks � no bonds � nothing but a 
                         miserable little five hundred dollar 
                         equity in a life insurance policy. 
                         You're worth more dead than alive.  
                         Why don't you go to the riff-raff 
                         you love so much and ask them to let 
                         you have eight thousand dollar? You 
                         know why? Because they'd run you out 
                         of town on a rail... But I'll tell 
                         you what I'm going to do for you, 
                         George. Since the state examiner is 
                         still here, as a stockholder of the 
                         Building and Loan, I'm going to swear 
                         out a warrant for your arrest.  
                         Misappropriation of funds � 
                         manipulation � malfeasance...
               George turns and starts out of the office as Potter picks up 
               the phone and dials.
                                     POTTER
                         All right, George, go ahead. You 
                         can't hide in a little town like 
                         this.
               George is out of the door by now.  CAMERA MOVES CLOSER to 
               Potter.
                                     POTTER
                              (on phone)
                         Bill? This is Potter.
               EXT. MAIN STREET BEDFORD FALLS � NIGHT
               MEDIUM CLOSE SHOT
               George comes out of the bank into the falling snow. He crosses 
               the street, tugs at the door of his old car, finally steps 
               over the door, and drives off.
               EXT. MARTINI'S BAR � NIGHT
               MEDIUM CLOSE SHOT
               An attractive little roadside tavern, with the name 
               "Martini's" in neon lights on the front wall.
               INT. MARTINI'S BAR � NIGHT
               CLOSE SHOT
               The place is an Italian restaurant with bar. The bottles 
               sparkle.  There are Christmas greens and holly decorating 
               the place. It has a warm, welcoming spirit, like Martini 
               himself, who is welcoming new arrivals. The booths and the 
               checkered-cloth-covered tables are full. There is an air of 
               festivity and friendliness, and more like a party than a 
               public drinking place. George is seated at the bar � he has 
               had a great deal to drink, far more than he's accustomed to.
                                     MARTINI'S VOICE
                              (greeting new customers)
                         Merry Christmas. Glad you came.
                                     MAN'S VOICE
                         How about some of that good spaghetti?
                                     MARTINI'S VOICE
                         We got everything.
               During this, CAMERA MOVES CLOSER to George. Nick, the 
               bartender, is watching him solicitously. Seated on the other 
               side of George is a burly individual, drinking a glass of 
               beer. George is mumbling:
                                     GEORGE
                         God... God... Dear Father in Heaven, 
                         I'm not a praying man, but if you're 
                         up there and you can hear me, show 
                         me the way. I'm at the end of my 
                         rope. Show me the way, God.
                                     NICK
                              (friendly)
                         Are you all right, George? Want 
                         someone to take you home?
               George shakes his head. Martini comes over to his side.
                                     MARTINI
                              (worried)
                         Why you drink so much, my friend? 
                         Please go home, Mr. Bailey. This is 
                         Christmas Eve.
               The ugly man next to George, who has been listening, reacts 
               sharply to the name "Bailey."
                                     MAN
                         Bailey? Which Bailey?
                                     NICK
                         This is Mr. George Bailey.
               Without any warning, the burly man throws a vicious punch at 
               George, who goes down and out. Martini, Nick and several 
               others rush to pick him up.
                                     MAN
                              (to George)
                         And the next time you talk to my 
                         wife like that you'll get worse. She 
                         cried for an hour. It isn't enough 
                         she slaves teaching your stupid kids 
                         how to read and write, and you have 
                         to bawl her out...
                                     MARTINI
                              (furious)
                         You get out of here, Mr. Welch!
               Mr. Welch reaches in his pocket for money.
                                     WELCH
                         Now wait... I want to pay for my 
                         drink.
                                     MARTINI
                         Never mind the money. You get out of 
                         here quick.
                                     WELCH
                         All right.
                                     MARTINI
                         You hit my best friend. Get out!
               Nick and Martini shove Welch out the door, then run back to 
               help George to his feet. George's mouth is cut and bleeding.
                                     NICK
                         You all right, George?
                                     GEORGE
                              (stunned)
                         Who was that?
                                     MARTINI
                         He's gone. Don't worry. His name is 
                         Welch.  He don't come in to my place 
                         no more.
                                     GEORGE
                         Oh � Welch. That's what I get for 
                         praying.
                                     MARTINI
                         The last time he come in here. You 
                         hear that, Nick?
                                     NICK
                         Yes, you bet.
                                     GEORGE
                         Where's my insurance policy?
                              (finds it in pocket)
                         Oh, here...
               He starts for the door.
                                     MARTINI
                         Oh, no, Please, don't go out this 
                         way, Mr. Bailey.
                                     GEORGE
                         I'm all right.
               Nick and Martini try to stop him, but he shrugs them off.
                                     MARTINI
                         Oh, no � you don't feel so good.
                                     GEORGE
                         I'm all right.
                                     MARTINI
                         Please don't go away � please!
               George opens the door and exits to the street.
                                                                   WIPE TO:
               EXT. RESIDENTIAL STREET � NIGHT
               MEDIUM SHOT
               George's car comes along the empty street, through the falling 
               snow, suddenly swerves and crashes into a tree near the 
               sidewalk of a house.  George gets out to look at the damage, 
               and savagely kicks at the open door of the car, trying to 
               shut it. The noise brings the owner of the house running 
               out.
                                     OWNER
                         What do you think you're doing?
               CLOSE SHOT
               George stands unsteadily near the car, shaken by the accident. 
               The front lights are broken and the fender is ripped. George 
               stands dully looking at the damage. The owner comes up, 
               looking at his tree. He leans over to examine the damages.
                                     OWNER
                              (with indignation)
                         Now look what you did. My 
                         greatgrandfather planted this tree.
               George staggers off down the street, paying no attention to 
               the man.
                                     OWNER
                         Hey, you... Hey, you! Come back here, 
                         you drunken fool! Get this car out 
                         of here!
               EXT. BRIDGE OVER RIVER � NIGHT
               MEDIUM LONG SHOT
               George is crossing the approach to the bridge when a truck 
               swings around the corner and nearly hits him.
                                     DRIVER
                         Hey, what's the matter with you?  
                         Look where you're going!
               The truck turns onto the bridge, and George takes a narrow 
               catwalk at the railing.
               CLOSE SHOT
               George has stopped by the railing at the center of the bridge. 
               The snow is now falling hard.
               EXT. RIVER � NIGHT
               MEDIUM CLOSE SHOT
               CAMERA SHOOTING DOWN from George's angle TO the water, dotted 
               with floating ice, passing under the bridge.
               EXT. BRIDGE AT RAILING � NIGHT
               CLOSEUP � GEORGE
               He stares down at the water, desperate, trying to make up 
               his mind to act. He leans over looking at the water, 
               fascinated, glances furtively around him, hunches himself as 
               though about to jump.
               MEDIUM CLOSE SHOT
               From above George a body hurtles past and lands in the water 
               with a loud splash. George looks down, horrified.
                                     VOICE
                              (from river)
                         Help! Help!
               George quickly takes off his coat and dives over the railing 
               into the water.
               CLOSER ANGLE
               George comes up, sees the man flailing about in the water, 
               and CAMERA PANS WITH him as he swims toward the man.
                                     MAN
                         Help! Help! Help!
               EXT. TOLL HOUSE ON BRIDGE � NIGHT
               CLOSE SHOT
               The toll house keeper, hearing the cries for help, comes 
               running out on the bridge with a flashlight, which he shines 
               on the two figures struggling in the water below.
               EXT. RIVER � NIGHT
               CLOSE SHOT
               The man in the water is Clarence, the angel whose voice we 
               have heard speaking from Heaven. George reaches him, grabs 
               hold of him, and starts swimming for shore.
                                                                   WIPE TO:
               INT. TOLL HOUSE ON BRIDGE � NIGHT
               MEDIUM SHOT � GEORGE, CLARENCE, AND THE TOLLKEEPER
               George is seated before a wood-burning stove before which 
               his clothes are drying on a line. He is in his long winter 
               underwear.  He is sipping a mug of hot coffee, staring at 
               the stove, cold, gloomy and drunk, ignoring Clarence and the 
               tollkeeper, preoccupied by his near suicide and his unsolved 
               problems.  Clarence is standing on the other side of the 
               stove, putting on his undershirt. This is a ludicrous 
               seventeenth century garment which looks like a baby's night 
               shirt � with embroidered cuffs and collar, and gathered at 
               the neck with a drawstring. It falls below his knees.  The 
               tollkeeper is seated against the wall eyeing them 
               suspiciously. Throughout the scene he attempts to spit, but 
               each time is stopped by some amazing thing Clarence does or 
               says.  Clarence becomes aware that his garment is amazing 
               the tollkeeper.
                                     CLARENCE
                         I didn't have time to get some stylish 
                         underwear. My wife gave me this on 
                         my last birthday. I passed away in 
                         it.
               The tollkeeper, about to spit, is stopped in the middle of 
               it by this remark. Clarence, secretly trying to get George's 
               attention, now picks up a copy of "Tom Sawyer" which is 
               hanging on the line, drying. He shakes the book.
                                     CLARENCE
                         Oh, Tom Sawyer's drying out, too. 
                         You should read the new book Mark 
                         Twain's writing now.
               The tollkeeper stares at him incredulously.
                                     TOLLKEEPER
                         How'd you happen to fall in?
                                     CLARENCE
                         I didn't fall in. I jumped in to 
                         save George.
               George looks up, surprised.
                                     GEORGE
                         You what? To save me?
                                     CLARENCE
                         Well, I did, didn't I? You didn't go 
                         through with it, did you?
                                     GEORGE
                         Go through with what?
                                     CLARENCE
                         Suicide.
               George and the tollkeeper react to this.
                                     TOLLKEEPER
                         It's against the law to commit suicide 
                         around here.
                                     CLARENCE
                         Yeah, it's against the law where I 
                         come from, too.
                                     TOLLKEEPER
                         Where do you come from?
               He leans forward to spit, but is stopped by Clarence's next 
               statement.
                                     CLARENCE
                         Heaven.
                              (to George)
                         I had to act quickly; that's why I 
                         jumped in. I knew if I were drowning 
                         you'd try to save me. And you see, 
                         you did, and that's how I saved you.
               The tollkeeper becomes increasingly nervous. George casually 
               looks at the strange smiling little man a second time.
                                     GEORGE
                              (offhand)
                         Very funny.
                                     CLARENCE
                         Your lip's bleeding, George.
               George's hand goes to his mouth.
                                     GEORGE
                         Yeah, I got a bust in the jaw in 
                         answer to a prayer a little bit ago.
                                     CLARENCE
                              (comes around to George)
                         Oh, no � no � no. I'm the answer to 
                         your prayer. That's why I was sent 
                         down here.
                                     GEORGE
                              (casually interested)
                         How do you know my name?
                                     CLARENCE
                         Oh, I know all about you. I've watched 
                         you grow up from a little boy.
                                     GEORGE
                         What are you, a mind reader or 
                         something?
                                     CLARENCE
                         Oh, no.
                                     GEORGE
                         Well, who are you, then?
                                     CLARENCE
                         Clarence Odbody, A-S-2.
                                     GEORGE
                         Odbody... A-S-2. What's that A-S-2?
                                     CLARENCE
                         Angel, Second Class.
               The tollkeeper's chair slips out from under him with a crash. 
               He has been leaning against the wall on it, tipped back on 
               two legs.  Tollkeeper rises and makes his way warily out the 
               door. From his expression he looks like he'll call the nearest 
               cop.
                                     CLARENCE
                              (to tollkeeper)
                         Cheerio, my good man.
               George rubs his head with his hand, to clear his mind.
                                     GEORGE
                         Oh, brother. I wonder what Martini 
                         put in those drinks?
               He looks up at Clarence standing beside him.
                                     GEORGE
                         Hey, what's with you? What did you 
                         say just a minute ago? Why'd you 
                         want to save me?
                                     CLARENCE
                         That's what I was sent down for. I'm 
                         your guardian angel.
                                     GEORGE
                         I wouldn't be a bit surprised.
                                     CLARENCE
                         Ridiculous of you to think of killing 
                         yourself for money. Eight thousand 
                         dollars.
                                     GEORGE
                              (bewildered)
                         Yeah... just things like that. Now 
                         how'd you know that?
                                     CLARENCE
                         I told you � I'm your guardian angel. 
                         I know everything about you.
                                     GEORGE
                         Well, you look about like the kind 
                         of an angel I'd get. Sort of a fallen 
                         angel, aren't you? What happened to 
                         your wings?
                                     CLARENCE
                         I haven't won my wings yet. That's 
                         why I'm an angel Second Class.
                                     GEORGE
                         I don't know whether I like it very 
                         much being seen around with an angel 
                         without any wings.
                                     CLARENCE
                         Oh, I've got to earn them, and you'll 
                         help me, won't you?
                                     GEORGE
                              (humoring him)
                         Sure, sure. How?
                                     CLARENCE
                         By letting me help you.
                                     GEORGE
                         Only one way you can help me. You 
                         don't happen to have eight thousand 
                         bucks on you?
                                     CLARENCE
                         Oh, no, no. We don't use money in 
                         Heaven.
                                     GEORGE
                         Oh, that's right, I keep forgetting. 
                         Comes in pretty handy down here, 
                         bub.
                                     CLARENCE
                         Oh, tut, tut, tut.
                                     GEORGE
                         I found it out a little late. I'm 
                         worth more dead than alive.
                                     CLARENCE
                         Now look, you mustn't talk like that. 
                         I won't get my wings with that 
                         attitude. You just don't know all 
                         that you've done. If it hadn't been 
                         for you...
                                     GEORGE
                              (interrupts)
                         Yeah, if it hadn't been for me, 
                         everybody'd be a lot better off. My 
                         wife, and my kids and my friends.
                              (annoyed with Clarence)
                         Look, little fellow, go off and haunt 
                         somebody else, will you?
                                     CLARENCE
                         No, you don't understand. I've got 
                         my job...
                                     GEORGE
                              (savagely)
                         Aw, shut up, will you.
               Clarence is not getting far with George. He glances up, paces 
               across the room, thoughtfully.
                                     CLARENCE
                              (to himself)
                         Hmmm, this isn't going to be so easy.
                              (to George)
                         So you still think killing yourself 
                         would make everyone feel happier, 
                         eh?
                                     GEORGE
                              (dejectedly)
                         Oh, I don't know. I guess you're 
                         right. I suppose it would have been 
                         better if I'd never been born at 
                         all.
                                     CLARENCE
                         What'd you say?
                                     GEORGE
                         I said I wish I'd never been born.
                                     CLARENCE
                         Oh, you mustn't say things like that.  
                         You...
                              (gets an idea)
                         ...wait a minute. Wait a minute. 
                         That's an idea.
                              (glances up toward 
                              Heaven)
                         What do you think? Yeah, that'll do 
                         it.  All right.
                              (to George)
                         You've got your wish. You've never 
                         been born.
               As Clarence speaks this line, the snow stops falling outside 
               the building, a strong wind springs up which blows open the 
               door to the shack. Clarence runs to close the door.
                                     CLARENCE
                              (looking upward)
                         You don't have to make all that fuss 
                         about it.
               As Clarence speaks, George cocks his head curiously, favoring 
               his deaf ear, more interested in his hearing than in what 
               Clarence has said.
                                     GEORGE
                         What did you say?
                                     CLARENCE
                         You've never been born. You don't 
                         exist.  You haven't a care in the 
                         world.
               George feels his ear as Clarence talks.
                                     CLARENCE
                         No worries � no obligations � no 
                         eight thousand dollars to get � no 
                         Potter looking for you with the 
                         Sheriff.
               CLOSEUP � GEORGE AND CLARENCE
               George indicates his bad ear.
                                     GEORGE
                         Say something else in that ear.
                                     CLARENCE
                              (bending down)
                         Sure. You can hear out of it.
                                     GEORGE
                         Well, that's the doggonedest thing... 
                         I haven't heard anything out of that 
                         ear since I was a kid. Must have 
                         been that jump in the cold water.
                                     CLARENCE
                         Your lip's stopped bleeding, too, 
                         George.
               George feels his lip, which shows no sign of the recent cut 
               he received from Welch. He is now thoroughly confused.
                                     GEORGE
                         What do you know about that... What's 
                         happened?
                                     MEDIUM CLOSE SHOT
                         George looks around, as though to 
                         get his bearings.
                                     GEORGE
                         It's stopped snowing out, hasn't it?  
                         What's happened here?
                              (standing up)
                         Come on, soon as these clothes of 
                         ours are dry...
                                     CLARENCE
                         Our clothes are dry.
               George feels the clothes on the line.
                                     GEORGE
                         What do you know about that? Stove's 
                         hotter than I thought. Now, come on, 
                         get your clothes on, and we'll stroll 
                         up to my car and get...
               They start dressing. George interrupts himself.
                                     GEORGE
                         Oh, I'm sorry. I'll stroll. You fly.
                                     CLARENCE
                         I can't fly. I haven't got any wings.
                                     GEORGE
                         You haven't got your wings. Yeah, 
                         that's right.
                                                                   WIPE TO:
               EXT. STREET � NIGHT
               MEDIUM SHOT
               This is the same empty street where George's car swerved 
               into the tree near the sidewalk. George and Clarence come 
               into shot and up to the spot where George had left his car 
               smashed against the tree. George looks around, but his car 
               is nowhere to be seen, and the tree is undamaged.
                                     CLARENCE
                         What's the matter?
                                     GEORGE
                              (puzzled)
                         Well, this is where I left my car 
                         and it isn't here.
                                     CLARENCE
                         You have no car.
                                     GEORGE
                         Well, I had a car, and it was right 
                         here.  I guess somebody moved it.
               CLOSE SHOT � AT CURB
               The owner of the house passes with some Christmas packages 
               under his arm.
                                     OWNER
                              (politely)
                         Good evening.
                                     GEORGE
                         Oh, say... Hey... where's my car?
                                     OWNER
                         I beg your pardon?
                                     GEORGE
                         My car, my car. I'm the fellow that 
                         owns the car that ran into your tree.
                                     OWNER
                         What tree?
                                     GEORGE
                         What do you mean, what tree? This 
                         tree.  Here, I ran into it. Cut a 
                         big gash in the side of it here.
               The owner bends down to examine the trunk of the tree, then 
               straightens up and smells George's breath. He backs away.
                                     OWNER
                         You must mean two other trees. You 
                         had me worried. One of the oldest 
                         trees in Pottersville.
                                     GEORGE
                              (blankly)
                         Pottersville? Why, you mean Bedford 
                         Falls.
                                     OWNER
                         I mean Pottersville.
                              (sharply)
                         Don't you think I know where I live?  
                         What's the matter with you?
               The owner proceeds toward his house. George is completely 
               bewildered.
                                     GEORGE
                         Oh, I don't know. Either I'm off my 
                         nut, or he is...
                              (to Clarence)
                         ...or you are!
                                     CLARENCE
                         It isn't me!
                                     GEORGE
                         Well, maybe I left the car up at 
                         Martini's. Well, come on, Gabriel.
               He puts his arm around Clarence, and they start off up the 
               road.
                                     CLARENCE
                              (as they go)
                         Clarence!
                                     GEORGE
                         Clarence! Clarence!
                                                                   WIPE TO:
               INT. NICK'S BAR � NIGHT
               CLOSE SHOT
               It is Martini's place, but almost unrecognizable. The cheerful 
               Italian feeling is gone. It is now more of a hard-drinking 
               joint, a honky-tonk. Same bar, tables have no covers. People 
               are lower down and tougher. Nick the bartender is behind the 
               bar. George and Clarence come in. George does not notice the 
               difference, but Clarence is all eyes and beaming. They go up 
               to the bar.
                                     GEORGE
                              (as they come in)
                         That's all right. Go on in. Martini's 
                         a good friend of mine.
               Two people leave the bar as they approach.
                                     GEORGE
                         There's a place to sit down. Sit 
                         down.
                                     MEDIUM CLOSEUP
                         Nick is wiping off the bar as they 
                         sit down.
                                     GEORGE
                         Oh, hello, Nick. Hey, where's Martini?
                                     NICK
                         You want a martini?
                                     GEORGE
                         No, no, Martini. Your boss. Where is 
                         he?
                                     NICK
                              (impatient)
                         Look, I'm the boss. You want a drink 
                         or don't you?
                                     GEORGE
                         Okay � all right. Double bourbon, 
                         quick, huh?
                                     NICK
                         Okay.
                              (to Clarence)
                         What's yours?
                                     CLARENCE
                         I was just thinking...
                              (face puckers up with 
                              delicious anticipation)
                         It's been so long since I...
                                     NICK
                              (impatient)
                         Look, mister, I'm standing here 
                         waiting for you to make up your mind.
                                     CLARENCE
                              (appreciatively)
                         That's a good man. I was just thinking 
                         of a flaming rum punch. No, it's not 
                         cold enough for that. Not nearly 
                         cold enough...  Wait a minute... 
                         wait a minute... I got it. Mulled 
                         wine, heavy on the cinnamon and light 
                         on the cloves. Off with you, me lad, 
                         and be lively!
                                     NICK
                         Hey, look mister, we serve hard drinks 
                         in here for men who want to get drunk 
                         fast.  And we don't need any 
                         characters around to give the joint 
                         atmosphere. Is that clear?  Or do I 
                         have to slip you my left for a 
                         convincer?
               As he says this, Nick leans over the counter and puts his 
               left fist nearly in Clarence's eye. Clarence is puzzled by 
               this conduct.
                                     CLARENCE
                              (to George)
                         What's he talking about?
                                     GEORGE
                              (soothingly)
                         Nick � Nick, just give him the same 
                         as mine. He's okay.
                                     NICK
                         Okay.
               Nick turns away to get the drinks.
                                     GEORGE
                         What's the matter with him. I never 
                         saw Nick act like that before.
                                     CLARENCE
                         You'll see a lot of strange things 
                         from now on.
                                     GEORGE
                         Oh, yeah. Hey, little fellow � you 
                         worry me. You got someplace to sleep?
                                     CLARENCE
                         No.
                                     GEORGE
                         You don't huh? Well, you got any 
                         money?
               Nick is listening suspiciously to this conversation.
                                     CLARENCE
                         No.
                                     GEORGE
                         No wonder you jumped in the river.
                                     CLARENCE
                         I jumped in the river to save you so 
                         I could get my wings.
               Nick stops pouring the drinks, bottle poised in his hand.
                                     GEORGE
                         Oh, that's right.
               A cash register bell rings off stage. Clarence reacts to the 
               SOUND of the bell.
                                     CLARENCE
                         Oh-oh. Somebody's just made it.
                                     GEORGE
                         Made what?
                                     CLARENCE
                         Every time you hear a bell ring, it 
                         means that some angel's just got his 
                         wings.
               George glances up at Nick.
                                     GEORGE
                         Look, I think maybe you better not 
                         mention getting your wings around 
                         here.
                                     CLARENCE
                         Why? Don't they believe in angels?
                                     GEORGE
                              (looking at Nick)
                         A... Yeah, but... you know...
                                     CLARENCE
                         Then why should they be surprised 
                         when they see one?
                                     GEORGE
                              (to Nick)
                         He never grew up. He's...
                              (to Clarence)
                         How old are you, anyway, Clarence?
                                     CLARENCE
                         Two hundred and ninety-three...
                              (thinks)
                         ...next May.
               Nick slams the bottle down on the counter.
                                     NICK
                         That does it! Out you two pixies go, 
                         through the door or out the window!
                                     GEORGE
                         Look, Nick. What's wrong?
                                     NICK
                              (angrily)
                         And that's another thing. Where do 
                         you come off calling me Nick?
                                     GEORGE
                         Well, Nick, that's your name, isn't 
                         it?
                                     NICK
                         What's that got to do with it? I 
                         don't know you from Adam's off ox.
                              (sees someone come in)
                         Hey, you! Rummy! Come here! Come 
                         here!
               CLOSE SHOT
               A small wreck of a man, with weak, watery eyes. Obviously a 
               broken-down panhandler, his hat in his hand.
               CLOSEUP � GEORGE
               He can hardly believe his eyes. It is Gower the druggist.
               BACK TO SHOT � NICK AT THE BAR
                                     NICK
                              (to Gower)
                         Didn't I tell you never to come 
                         panhandling around here?
               Nick picks up a seltzer bottle, and squirts Gower in the 
               face with it. The crowd laugh brutally. Gower smiles weakly 
               as the soda runs off his face.
               CLOSE SHOT
               George, horrified, leaps up and goes over to Gower.
                                     GEORGE
                         Mr. Gower! Mr. Gower! This is George 
                         Bailey! Don't you know me?
                                     GOWER
                         No. No.
                                     NICK
                              (to his bouncers)
                         Throw him out. Throw him out.
               The bouncers throw Gower out the front door. George rushes 
               back to the bar.
                                     GEORGE
                              (bewildered)
                         Hey, what is... Hey, Nick, Nick... 
                         Isn't that Mr. Gower, the druggist?
                                     NICK
                         You know, that's another reason for 
                         me not to like you. That rumhead 
                         spent twenty years in jail for 
                         poisoning a kid. If you know him, 
                         you must be a jailbird yourself.
                              (to his bouncers)
                         Would you show these gentlemen to 
                         the door.
                                     BOUNCER
                         Sure. This way, gentlemen.
               EXT. NICK'S BAR � NIGHT
               CLOSE SHOT
               George and Clarence come flying through the door and land in 
               the snow.
               INT. NICK'S BAR � NIGHT
               CLOSE SHOT
               Nick at the cash register, busily ringing the bell.
                                     NICK
                         Hey! Get me! I'm giving out wings!
               EXT. NICK'S BAR � NIGHT
               CLOSE SHOT
               George and Clarence lying in the snow. George has a strange, 
               puzzled look on his face. They remain for a moment as they 
               landed, looking at each other.
                                     CLARENCE
                         You see, George, you were not there 
                         to stop Gower from putting that poison 
                         into the...
                                     GEORGE
                         What do you mean, I wasn't there? I 
                         remember distinctly...
               George catches a glimpse of the front of the building with 
               the neon sign over the door. It now reads "NICK'S PLACE" 
               instead of "MARTINI'S."
               George and Clarence get to their feet.
                                     GEORGE
                              (exasperated)
                         What the... hey, what's going on 
                         around here?  Why, this ought to be 
                         Martini's place.
               He points to the sign, and looks at Clarence. Clarence sort 
               of hangs his head. George fixes him with a very interested 
               look.
                                     GEORGE
                         Look, who are you?
                                     CLARENCE
                              (patiently)
                         I told you, George. I'm your guardian 
                         angel.
               George, still looking at him, goes up to him and pokes his 
               arm.  It's flesh.
                                     GEORGE
                         Yeah, yeah, I know. You told me that. 
                         What else are you? What... are you a 
                         hypnotist?
                                     CLARENCE
                         No, of course not.
                                     GEORGE
                         Well then, why am I seeing all these 
                         strange things?
                                     CLARENCE
                         Don't you understand, George? It's 
                         because you were not born.
                                     GEORGE
                         Then if I wasn't born, who am I?
                                     CLARENCE
                         You're nobody. You have no identity.
               George rapidly searches his pockets for identification, but 
               without success.
                                     GEORGE
                         What do you mean, no identity? My 
                         name's George Bailey.
                                     CLARENCE
                         There is no George Bailey. You have 
                         no papers, no cards, no driver's 
                         license, no 4-F card, no insurance 
                         policy...
                              (he says these things 
                              as George searches 
                              for them)
                         George looks in his watch pocket.
                                     CLARENCE
                         They're not there, either.
                                     GEORGE
                         What?
                                     CLARENCE
                         Zuzu's petals.
               George feverishly continues to turn his pockets inside out.
                                     CLARENCE
                         You've been given a great gift, 
                         George. A chance to see what the 
                         world would be like without you.
               George is completely befuddled.
                                     GEORGE
                              (shaking his head)
                         Now wait a minute, here. Wait a minute 
                         here. As, this is some sort of a 
                         funny dream I'm having here. So long, 
                         mister, I'm going home.
               He starts off. Clarence rises.
                                     CLARENCE
                         Home? What home?
                                     GEORGE
                              (furious)
                         Now shut up! Cut it out! You're...  
                         you're... you're crazy! That's what 
                         I think... you're screwy, and you're 
                         driving me crazy, too! I'm seeing 
                         things. I'm going home and see my 
                         wife and family. Do you understand 
                         that? And I'm going home alone!
               George strides off hurriedly. Clarence slowly follows him, 
               glancing up toward Heaven as he goes.
                                     CLARENCE
                         How'm I doing, Joseph. Thanks.
                              (pause)
                         No, I didn't have a drink!
                                                                   WIPE TO:
               EXT. STREET � NIGHT
               MEDIUM SHOT � GEORGE MOVES INTO THE SCENE
               The sign bearing the name of the town reads: "Pottersville." 
               George looks at it in surprise, then starts up the street 
               toward the main part of town. As he goes, CAMERA MOVES WITH 
               him. The character of the place has completely changed. Where 
               before it was a quiet, orderly small town, it has now become 
               in nature like a frontier village. We see a SERIES OF SHOTS 
               of night clubs, cafes, bars, liquor stores, pool halls and 
               the like, with blaring jazz MUSIC issuing from the majority 
               of them. The motion picture theatre has become a burlesque 
               house. Gower's drugstore is now a pawnbroker's establishment, 
               and so on.
               CLOSE SHOT
               George stops before what used to be the offices of the 
               Building and Loan.  There is a garish electric sign over the 
               entrance reading: "Welcome Jitterbugs." A crowd of people 
               are watching the police, who are raiding the place, and 
               dragging out a number of screaming women, whom they throw 
               into a patrol wagon. George talks to one of the cops:
                                     GEORGE
                         Hey... hey. Where did the Building 
                         and Loan move to?
                                     COP
                         The Building and what?
                                     GEORGE
                         The Bailey Building and Loan. It was 
                         up there.
                                     COP
                         They went out of business years ago.
               MEDIUM CLOSEUP
               George sees the struggling figure of Violet Bick, arrayed as 
               a tart, being dragged into the patrol wagon.
                                     GEORGE
                         Hey, Violet!
                              (to the cop)
                         Hey, listen � that's Violet Bick!
                                     COP
                         I know. I know.
                                     GEORGE
                         I know that girl!
               The cop shoves George to one side. He looks around and sees 
               Ernie's taxi cruising slowly by.
                                     GEORGE
                         Hey, Ernie � Ernie!
               EXT. STREET � NIGHT
               CLOSE SHOT
               Ernie stops the cab, and George enters it.
                                     GEORGE
                         Ernie, take me home. I'm off my nut!
                                     ERNIE
                              (a much harder Ernie)
                         Where do you live?
                                     GEORGE
                         Aw, now, doggone it, Ernie, don't 
                         you start pulling that stuff. You 
                         know where I live. Three-twenty 
                         Sycamore. Now hurry up.
                                     ERNIE
                         Okay. Three-twenty Sycamore?...
                                     GEORGE
                         Yeah � yeah � hurry up. Zuzu's sick.
                                     ERNIE
                         All right.  He pulls down the flag 
                         on the meter and starts the cab.
               INT. CAB � NIGHT
               MEDIUM CLOSEUP � GEORGE AND ERNIE
               Ernie is puzzled by the stranger.
                                     GEORGE
                         Look here, Ernie, straighten me out 
                         here.  I've got some bad liquor or 
                         something.  Listen to me now. Now, 
                         you are Ernie Bishop, and you live 
                         in Bailey Park with your wife and 
                         kid? That's right, isn't it?
                                     ERNIE
                              (suspiciously)
                         You seen my wife?
                                     GEORGE
                              (exasperated)
                         Seen your wife? I've been to your 
                         house a hundred times.
                                     ERNIE
                         Look, bud, what's the idea?  I live 
                         in a shack in Potter's Field and my 
                         wife ran away three years ago and 
                         took the kid...  And I ain't never 
                         seen you before in my life.
                                     GEORGE
                         Okay. Just step on it. Just get me 
                         home.
               Ernie turns to driving, but he's worried about his passenger. 
               As he passes the burlesque house he sees Bert the cop standing 
               beside his police car. Attracting his attention, he motions 
               to Bert to follow him, indicating he has a nut in the back. 
               Bert gets into his car and follows.
                                                                   WIPE TO:
               EXT. GEORGE'S HOUSE � NIGHT
               MEDIUM LONG SHOT
               The taxi pulls up to the curb and stops.
               MEDIUM CLOSE SHOT
               The cab is parked. George gets out and looks at the house.
                                     ERNIE
                         Is this the place?
                                     GEORGE
                         Of course it's the place.
                                     ERNIE
                         Well, this house ain't been lived in 
                         for twenty years.
               EXT. HOUSE � NIGHT
               MEDIUM SHOT
               George is stopped momentarily by the appearance of the house.  
               Windows are broken, the porch sags, one section of the roof 
               has fallen, doors and shutters hang askew on their hinges. 
               Like a doomed man, George approaches the house.
               EXT. CAB � NIGHT
               MEDIUM CLOSE SHOT
               The police car has pulled up beside the cab, and Bert and 
               Ernie stand watching George's actions.
                                     BERT
                         What's up, Ernie?
                                     ERNIE
                         I don't know, but we better keep an 
                         eye on this guy. He's bats.
               Ernie switches on the spotlight on his cab, and turns the 
               beam toward the old house.
               INT. HALLWAY GEORGE'S HOUSE � NIGHT
               CLOSE SHOT
               The interior of the house is lit up here and there, ghostlike, 
               by Ernie's spotlight. No furniture, cobwebs, wallpaper hanging 
               and swinging � stairs are broken and collapsed. In a voice 
               that sounds like a cry for help, George yells out:
                                     GEORGE
                         Mary! Mary! Tommy! Pete! Janie! Zuzu!  
                         Where are you?
               Clarence suddenly appears leaning against a wall.
                                     CLARENCE
                         They're not here, George. You have 
                         no children.
                                     GEORGE
                              (ignoring him)
                         Where are you?
                              (then, to Clarence)
                         What have you done with them?
               INT. DOORWAY � NIGHT
               CLOSE SHOT
               Bert is standing in the entrance, with his gun in his hand. 
               Ernie is a few feet behind him, ready to run.
                                     BERT
                         All right, put up your hands. No 
                         fast moves. Come on out here, both 
                         of you.
                                     GEORGE
                         Bert! Thank heaven you're here!
               He rushes toward Bert.
                                     BERT
                         Stand back.
                                     GEORGE
                         Bert, what's happened to this house?  
                         Where's Mary? Where's my kids?
                                     ERNIE
                              (warningly)
                         Watch him, Bert.
                                     BERT
                         Come on, come on.
                                     GEORGE
                              (bewildered)
                         Bert � Ernie! What's the matter with 
                         you two guys? You were here on my 
                         wedding night. You, both of you, 
                         stood out here on the porch and sung 
                         to us, don't you remember?
                                     ERNIE
                              (nervously)
                         Think I'd better be going.
                                     BERT
                         Look, now why don't you be a good 
                         kid and we'll take you in to a doctor.  
                         Everything's going to be all right.
               Bert tries to lead George away by the arm, but George 
               struggles with him, trying to explain.
                                     GEORGE
                         Bert, now listen to me. Ernie, will 
                         you take me over to my mother's house? 
                         Bert, listen!
                              (gesturing to Clarence)
                         It's that fellow there � he says 
                         he's an angel � he's tried to 
                         hypnotize me.
                                     BERT
                         I hate to do this, fella.
               Bert raises his gun to hit George on the head. As he does 
               so, Clarence darts in and fixes his teeth in Bert's wrist, 
               forcing him to let George go.
                                     CLARENCE
                         Run... George! Run, George!
               George dashes out of the house and down the street, as Bert 
               grapples with Clarence, and they fall to the ground, 
               wrestling. We see Bert kneeling, trying to put handcuffs on 
               Clarence.
                                     CLARENCE
                         Help! Joseph, help!
                                     BERT
                         Oh, shut up!
                                     CLARENCE
                         Help, oh Joseph, help! Joseph!
               Suddenly Clarence disappears from under Bert's hands. Bert 
               gets up, amazed by his vanishing.
                                     BERT
                         Where'd he go? Where'd he go? I had 
                         him right here.
               Ernie's hair is now standing on end with fright.
                                     ERNIE
                              (stammering)
                         I need a drink.
               He runs out of the scene.
                                     BERT
                         Well, which way'd they go? Help me 
                         find 'em.
               EXT. BAILEY HOME � NIGHT
               MEDIUM SHOT
               George runs up the path to the front door of the house and 
               raps on the door. He rings the bell and taps on the glass, 
               when his attention is caught by a sign on the wall reading: 
               "Ma Bailey's Boarding House."
               MEDIUM CLOSEUP � GEORGE AT THE DOOR
               The door opens and a woman appears. It is Mrs. Bailey, but 
               she has changed amazingly. Her face is harsh and tired. In 
               her eyes, once kindly and understanding, there is now cold 
               suspicion. She gives no sign that she knows him.
                                     MA BAILEY
                         Well?
                                     GEORGE
                         Mother...
                                     MA BAILEY
                         Mother? What do you want?
               It is a cruel blow to George.
                                     GEORGE
                         Mother, this is George. I thought 
                         sure you'd remember me.
                                     MA BAILEY
                              (coldly)
                         George who? If you're looking for a 
                         room there's no vacancy.
               She starts to close the door, but George stops her.
                                     GEORGE
                         Oh, Mother, Mother, please help me.  
                         Something terrible's happened to me. 
                         I don't know what it is. Something's 
                         happened to everybody. Please let me 
                         come in. Keep me here until I get 
                         over it.
                                     MA BAILEY
                         Get over what? I don't take in 
                         strangers unless they're sent here 
                         by somebody I know.
                                     GEORGE
                              (desperate)
                         Well, I know everybody you know. 
                         Your brother-in-law, Uncle Billy.
                                     MA BAILEY
                              (suspiciously)
                         You know him?
                                     GEORGE
                         Well, sure I do.
                                     MA BAILEY
                         When'd you see him last?
                                     GEORGE
                         Today, over at the house.
                                     MA BAILEY
                         That's a lie. He's been in the insane 
                         asylum ever since he lost his 
                         business.  And if you ask me, that's 
                         where you belong.
               She slams the door shut in George's face.
               EXT. HOUSE � NIGHT
               MEDIUM CLOSE SHOT
               George stands a moment, stunned. Then he turns and runs out 
               to the sidewalk, until his face fills the screen. His features 
               are distorted by the emotional chaos within him. We see 
               Clarence leaning on the mail box at the curb, holding his 
               volume of "Tom Sawyer" in his hand.
                                     CLARENCE
                         Strange, isn't it?  Each man's life 
                         touches so many other lives, and 
                         when he isn't around he leaves an 
                         awful hole, doesn't he?
                                     GEORGE
                              (quietly, trying to 
                              use logic)
                         I've heard of things like this. You've 
                         got me in some kind of a spell, or 
                         something.  Well, I'm going to get 
                         out of it. I'll get out of it. I 
                         know how, too. I... the last man I 
                         talked to before all this stuff 
                         started happening to me was Martini.
                                     CLARENCE
                         You know where he lives?
                                     GEORGE
                         Sure I know where he lives. He lives 
                         in Bailey Park.
               They walk out of scene.
                                                                   WIPE TO:
               EXT. CEMETERY � NIGHT
               MEDIUM SHOT
               George and Clarence approach the tree from which the "Bailey 
               Park" sign once hung. Now it is just outside a cemetery, 
               with graves where the houses used to be.
                                     CLARENCE
                         Are you sure this is Bailey Park?
                                     GEORGE
                         Oh, I'm not sure of anything anymore. 
                         All I know is this should be Bailey 
                         Park. But where are the houses?
               The two walk into the cemetery.
                                     CLARENCE
                              (as they go)
                         You weren't here to build them.
               CLOSE MOVING SHOT
               George wandering like a lost soul among the tombstones, 
               Clarence trotting at his heels. Again George stops to stare 
               with frightened eyes at:
               CLOSE SHOT � A TOMBSTONE
               Upon it is engraved a name, Harry Bailey. Feverishly George 
               scrapes away the snow covering the rest of the inscription, 
               and we read: "IN MEMORY OF OUR BELOVED SON � HARRY BAILEY � 
               1911-1919"
               CLOSE SHOT � GEORGE AND CLARENCE
                                     CLARENCE
                         Your brother, Harry Bailey, broke 
                         through the ice and was drowned at 
                         the age of nine.
               George jumps up.
                                     GEORGE
                         That's a lie! Harry Bailey went to 
                         war! He got the Congressional Medal 
                         of Honor! He saved the lives of every 
                         man on that transport.
                                     CLARENCE
                              (sadly)
                         Every man on that transport died. 
                         Harry wasn't there to save them 
                         because you weren't there to save 
                         Harry. You see, George, you really 
                         had a wonderful life.  Don't you see 
                         what a mistake it would be to throw 
                         it away?
               CLOSEUP � GEORGE AND CLARENCE
                                     GEORGE
                         Clarence...
                                     CLARENCE
                         Yes, George?
                                     GEORGE
                         Where's Mary?
                                     CLARENCE
                         Oh, well, I can't...
                                     GEORGE
                         I don't know how you know these 
                         things, but tell me � where is she?
               George grabs Clarence by the coat collar and shakes him.
                                     CLARENCE
                         I...
                                     GEORGE
                         If you know where she is, tell me 
                         where my wife is.
                                     CLARENCE
                         I'm not supposed to tell.
                                     GEORGE
                              (becoming violent)
                         Please, Clarence, tell me where she 
                         is.
                                     CLARENCE
                         You're not going to like it, George.
                                     GEORGE
                              (shouting)
                         Where is she?
                                     CLARENCE
                         She's an old maid. She never married.
                                     GEORGE
                              (choking him)
                         Where's Mary? Where is she?
                                     CLARENCE
                         She's...
                                     GEORGE
                         Where is she?
                                     CLARENCE
                              (in self-defense)
                         She's just about to close up the 
                         library!
               George lets Clarence go, and runs off. Clarence falls to the 
               ground, where he rubs his neck.
                                     CLARENCE
                              (to himself)
                         There must be some easier way for me 
                         to get my wings.
                                                                   WIPE TO:
               EXT. LIBRARY � NIGHT
               CLOSE SHOT
               Mary comes out the door, then turns and locks it. We see 
               George watching her from the sidewalk. Mary is very different 
               � no buoyancy in her walk, none of Mary's abandon and love 
               of life.  Glasses, no make-up, lips compressed, elbows close 
               to body. She looks flat and dried up, and extremely self-
               satisfied and efficient.
               CLOSEUP
               George, as he watches her.
               CLOSE SHOT
               George and Mary, on the sidewalk.
                                     GEORGE
                         Mary!
               She looks up, surprised, but, not recognizing him, continues 
               on.
                                     GEORGE
                         Mary!
               Mary starts to run away from him, and he follows, desperately.
                                     GEORGE
                         Mary! Mary!
               He catches up to her, grabs her by the arms, and keeps a 
               tight grip on her. She struggles to free herself.
                                     GEORGE
                         Mary, it's George! Don't you know 
                         me?  What's happened to us?
                                     MARY
                              (struggling)
                         I don't know you! Let me go!
                                     GEORGE
                         Mary, please! Oh, don't do this to 
                         me.  Please, Mary, help me. Where's 
                         our kids? I need you, Mary! Help me, 
                         Mary!
               Mary breaks away from him, and dashes into the first door 
               she comes to, the Blue Moon Bar.
               INT. BLUE MOON � NIGHT
               CLOSE SHOT
               Small tables, booths, perhaps a counter. It is crowded. Many 
               of the people are the same who were present during the run 
               on the Building and Loan. Mary comes running in, screaming. 
               The place goes into an uproar. George comes in, practically 
               insane. Some of the men grab and hold on to him.
                                     GEORGE
                              (shouting)
                         Mary...
                              (to men holding him)
                         Let me go! Mary, don't run away!
                                     MAN
                         Somebody call the police!
                                     ANOTHER MAN
                         Hit him with a bottle!
                                     ANOTHER MAN
                         He needs a strait jacket!
                                     MARY
                              (from back of room)
                         That man � stop him!
                                     GEORGE
                              (recognizing some of 
                              them)
                         Tom! Ed! Charlie! That's my wife!
               Mary lets out a final scream, then faints into the arms of a 
               couple of women at the bar.
                                     GEORGE
                         Mary!
                                     MAN
                         Oh, no you don't!
                                     GEORGE
                              (screaming)
                         Mary!
               George can't fight through the men holding him. Desperately 
               he thinks of Clarence, and heads for the door.
                                     GEORGE
                         Clarence! Clarence! Where are you?
               EXT. SIDEWALK � NIGHT
               CLOSE SHOT
               Just as George breaks through the door, Bert arrives in his 
               police car. He gets out and heads for the door, to run into 
               George as he comes out.
                                     BERT
                         Oh, it's you!
               He grabs for George, who lets him have one square on the 
               button, knocking him down, then continues running down the 
               street yelling for Clarence. Bert gets up, takes out his gun 
               and fires several shots after the fleeing figure.
                                     BERT
                              (to crowd)
                         Stand back!
               Bert gets into the police car, and, siren screaming, sets 
               off in pursuit of George.
                                                                   WIPE TO:
               EXT. BRIDGE OVER RIVER � NIGHT
               MEDIUM SHOT
               The same part of the bridge where George was standing before 
               Clarence jumped in. The wind is blowing as it has all through 
               this sequence. George comes running into shot. He is 
               frantically looking for Clarence.
                                     GEORGE
                         Clarence! Clarence! Help me, Clarence. 
                         Get me back. Get me back. I don't 
                         care what happens to me. Only get me 
                         back to my wife and kids. Help me, 
                         Clarence, please!  Please! I want to 
                         live again!
               CLOSEUP
               George leaning on the bridge railing, praying.
                                     GEORGE
                         I want to live again. I want to live 
                         again. Please, God, let me live again.
               George sobs. Suddenly, toward the end of the above, the wind 
               dies down. A soft, gentle snow begins to fall.
               CLOSE SHOT � GEORGE SOBBING AT THE RAILING
               The police car pulls up on the roadway behind him, and Bert 
               comes into scene.
                                     BERT
                         Hey, George! George! You all right?
               George backs away and gets set to hit Bert again.
                                     BERT
                         Hey, what's the matter?
                                     GEORGE
                              (warningly)
                         Now get out of here, Bert, or I'll 
                         hit you again! Get out!
                                     BERT
                         What the Sam Hill you yelling for, 
                         George?
                                     GEORGE
                         Don't... George?
               George talks hopefully � George touches Bert unbelievingly � 
               George's mouth is bleeding again.
                                     GEORGE
                         Bert, do you know me?
                                     BERT
                         Know you? Are you kiddin'? I've been 
                         looking all over town trying to find 
                         you.  I saw your car piled into that 
                         tree down there, and I thought 
                         maybe... Hey, your mouth's bleeding; 
                         are you sure you're all right?
                                     GEORGE
                         What did...
               George touches his lips with his tongue, wipes his mouth 
               with his hand, laughs happily. His rapture knows no bounds.
                                     GEORGE
                              (joyously)
                         My mouth's bleeding, Bert! My mouth's 
                         bleed...
                              (feeling in watch 
                              pocket)
                         Zuzu's petals! Zuzu's... they're...  
                         they're here, Bert! What do you know 
                         about that? Merry Christmas!
               He practically embraces the astonished Bert, then runs at 
               top speed toward town.
                                     LONG SHOT
                         George runs away from camera yelling
                                     GEORGE
                         Mary! Mary!
                                                                   WIPE TO:
               EXT. RESIDENTIAL STREET � NIGHT
               CLOSE SHOT
               George's wrecked car is smashed against the tree. He comes 
               running into shot, sees the car, lets out a triumphant yell, 
               pats the car, and dashes on.
               EXT. MAIN STREET BEDFORD FALLS � NIGHT
               CLOSE SHOT
               George sees that the "POTTERSVILLE" sign is now replaced by 
               the original "YOU ARE NOW IN BEDFORD FALLS" sign.
                                     GEORGE
                         Hello, Bedford Falls!
               He turns and runs through the falling snow up the main street 
               of the town. As he runs, he notices that the town is back in 
               its original appearance. He passes some late shoppers on the 
               street
                                     GEORGE
                         Merry Christmas!
                                     PEOPLE
                              (ad lib)
                         Merry Christmas! Merry Christmas, 
                         George!
               EXT. THEATRE � NIGHT
               PAN SHOT � AS GEORGE RUNS BY:
                                     GEORGE
                         Merry Christmas, movie house!
               EXT. BEDFORD FALLS EMPORIUM � NIGHT
               PAN SHOT � AS GEORGE RUNS BY:
                                     GEORGE
                         Merry Christmas, emporium!
               EXT. BUILDING AND LOAN OFICES � NIGHT
               PAN SHOT � AS GEORGE RUNS BY:
                                     GEORGE
                         Merry Christmas, you wonderful old 
                         Building and Loan!
               EXT. BANK � NIGHT
               CLOSE SHOT
               George notices a light in Potter's office window, and races 
               across the street.
               INT. POTTER'S OFFICE � NIGHT
               CLOSE SHOT
               Potter is seated working at his desk, his goon by his side. 
               George pounds on the window.
                                     GEORGE
                              (from outside)
                         Merry Christmas, Mr. Potter!
               George runs off as Potter looks up from his work.
                                     POTTER
                         Happy New Year to you � in jail! Go 
                         on home � they're waiting for you!
               INT. GEORGE'S HOME � NIGHT
               The lights are on. There is a fire in the fireplace. The 
               Christmas tree is fully decorated with presents stacked 
               around.
               INT. ENTRANCE HALL � NIGHT
               CLOSE SHOT
               Carter, the bank examiner, a newspaper reporter and 
               photographer, and a sheriff, are waiting in the hall for 
               George. George comes dashing in the front door.
                                     GEORGE
                              (excitedly)
                         Mary...
                              (sees the men)
                         Well, hello, Mr. Bank Examiner!
               He grabs his hand and shakes it.
                                     CARTER
                              (surprised)
                         Mr. Bailey, there's a deficit!
                                     GEORGE
                         I know. Eight thousand dollars.
                                     SHERIFF
                              (reaching into pocket)
                         George, I've got a little paper here.
                                     GEORGE
                              (happily)
                         I'll bet it's a warrant for my arrest.  
                         Isn't it wonderful? Merry Christmas!
               The photographer sets off a flash bulb.
                                     GEORGE
                         Reporters? Where's Mary?
                              (calling)
                         Mary!
               George runs to the kitchen. He gets no answer. As he goes:
                                     GEORGE
                         Oh, look at this wonderful old drafty 
                         house! Mary! Mary!
               He comes running back to the hall.
                                     GEORGE
                         Have you seen my wife?
                                     CHILDREN'S VOICES
                         Merry Christmas, Daddy! Merry 
                         Christmas, Daddy!
               INT. STAIRS � NIGHT
               MEDIUM SHOT
               The three children are at the top of the stairs. They are in 
               their pajamas.
                                     GEORGE
                         Kids!
               George starts to run up the stairs, and the old familiar 
               knob on the banister comes off in his hand. He kisses it 
               lovingly and puts it back, then continues up the stairs.
                                     GEORGE
                         Pete � kids � Janie � Tommy.
                              (takes them in his 
                              arms)
                         I could eat you up!
               INT. TOP OF STAIRS � NIGHT
               CLOSE SHOT
               George and the kids. He is hugging them.
                                     GEORGE
                         Where's your mother?
                                     JANIE
                         She went looking for you with Uncle 
                         Billy.
               Zuzu comes running out of her bedroom. George crushes her to 
               him.
                                     ZUZU
                         Daddy!
                                     GEORGE
                         Zuzu � Zuzu. My little gingersnap! 
                         How do you feel?
                                     ZUZU
                         Fine.
                                     JANIE
                         And not a smitch of temperature.
                                     GEORGE
                              (laughing)
                         Not a smitch of temp...
               INT. HALL � NIGHT
               CLOSE SHOT
               As Mary comes through the door, breathless and excited. The 
               four men are watching with open mouths.
                                     GEORGE'S VOICE
                         Hallelujah!
                                     MARY
                              (to the men)
                         Hello.
                              (sees George)
                         George! Darling!
               INT. STAIRS � NIGHT
               CLOSE SHOT
               Mary races up the stairs, where George meets her in a fierce 
               embrace.
                                     GEORGE
                         Mary! Mary!
                                     MARY
                         George, darling! Where have you been?
               George and Mary embrace tearfully.
                                     MARY
                         Oh, George, George, George.
                                     GEORGE
                         Mary! Let me touch you! Oh, you're 
                         real!
                                     MARY
                         Oh, George, George!
                                     GEORGE
                         You have no idea what's happened to 
                         me.
                                     MARY
                         You have no idea what happened...
               He stops her with a kiss. She leads him excitedly down the 
               stairs.
                                     MARY
                         Well, come on, George, come on 
                         downstairs quick. They're on their 
                         way.
                                     GEORGE
                         All right.
               INT. LIVING ROOM � NIGHT
               CLOSE SHOT
               Mary leads George, who is carrying a couple of the kids on 
               his back, to a position in front of the Christmas tree.
                                     MARY
                         Come on in here now. Now, you stand 
                         right over here, by the tree. Right 
                         there, and don't move, don't move. I 
                         hear 'em now, George, it's a miracle! 
                         It's a miracle!
               She runs toward front door and flings it open. Ad lib SOUNDS 
               of an excited crowd can be heard. Uncle Billy, face flushed, 
               covered with snow, and carrying a clothes basket filled with 
               money, bursts in. He is followed by Ernie, and about twenty 
               more townspeople.
                                     MARY
                         Come in, Uncle Billy! Everybody! In 
                         here!
               Uncle Billy Mary and the crowd come into the living room. A 
               table stands in front of George. George picks up Zuzu to 
               protect her from the mob. Uncle Billy dumps the basketful of 
               money out onto the table � the money overflows and falls all 
               over.
                                     UNCLE BILLY
                         Isn't it wonderful?
               The rest of the crowd all greet George with greetings and 
               smiles.  Each one comes forward with money. In their pockets, 
               in shoe boxes, in coffee pots. Money pours onto the table � 
               pennies, dimes, quarters, dollar bills � small money, but 
               lots of it. Mrs. Bailey and Mrs. Hatch push toward George. 
               More people come in. The place becomes a bedlam. Shouts of 
               "Gangway � gangway" as a new bunch comes in and pours out 
               its money. Mary stands next to George, watching him. George 
               stands there overcome and speechless as he holds Zuzu. As he 
               sees the familiar faces, he gives them sick grins.  Tears 
               course down his face. His lips frame their names as he greets 
               them.
                                     UNCLE BILLY
                              (emotionally at the 
                              breaking point)
                         Mary did it, George! Mary did it! 
                         She told a few people you were in 
                         trouble and they scattered all over 
                         town collecting money.  They didn't 
                         ask any questions � just said: "If 
                         George is in trouble � count on me." 
                         You never saw anything like it.
               Tom comes in, digging in his purse as he comes.
                                     TOM
                         What is this, George? Another run on 
                         the bank?
               Charlie adds his money to the pile.
                                     CHARLIE
                         Here you are, George. Merry Christmas.
               Ernie is trying to get some system into the chaos.
                                     ERNIE
                         The line forms on the right.
               Mr. Martini comes in bearing a mixing bowl overflowing with 
               cash.
                                     ERNIE
                         Mr. Martini! Merry Christmas! Step 
                         right up here.
               Martini dumps his money on the table.
                                     MARTINI
                         I busted the juke-box, too!
               Mr. Gower enters with a large glass jar jammed full of notes.
                                     ERNIE
                         Mr. Gower!
                                     GOWER
                              (to George)
                         I made the rounds of my charge 
                         accounts.
               Violet Bick arrives, and takes out the money George had given 
               her for her trip to New York.
                                     GEORGE
                         Violet Bick!
                                     VIOLET
                         I'm not going to go, George. I changed 
                         my mind.
               Annie, the colored maid, enters, digging money out of a long 
               black stocking.
                                     ANNIE
                         I've been saving this money for a 
                         divorce, if ever I get a husband.
               Mr. Partridge, the high school principal, is the next donor.
                                     PARTRIDGE
                         There you are, George. I got the 
                         faculty all up out of bed.
                              (hands his watch to 
                              Zuzu)
                         And here's something for you to play 
                         with.
                                     MAN
                              (giving money)
                         I wouldn't have a roof over my head 
                         if it wasn't for you, George.
               Ernie is reading a telegram he has just received.
                                     ERNIE
                         Just a minute. Quiet, everybody. 
                         Quiet � quiet. Now, this is from 
                         London.
                              (reading)
                         Mr. Gower cables you need cash. Stop. 
                         My office instructed to advance you 
                         up to twenty-five thousand dollars. 
                         Stop. Heehaw and Merry Christmas. 
                         Sam Wainwright.
               The crowd breaks into a cheer as Ernie drops the telegram on 
               top of the pile of money on the table.
                                     MARY
                              (calling out)
                         Mr. Martini. How about some wine?
               As various members of the family bring out a punch bowl and 
               glasses, Janie sits down at the piano and strikes a chord. 
               She starts playing "Hark! The Herald Angels Sing," and the 
               entire crowd joins in the singing. We see a SERIES OF SHOTS 
               of the various groups singing the hymn, and some people are 
               still coming in and dropping their money on the table. Carter, 
               the bank examiner, makes a donation; the sheriff sheepishly 
               looks at George and tears his warrant in small pieces. In 
               the midst of this scene, Harry, in Naval uniform, enters, 
               accompanied by Bert, the cop.
                                     HARRY
                         Hello, George, how are you?
                                     GEORGE
                         Harry... Harry...
                                     HARRY
                              (as he sees the money)
                         Mary � looks like I got here too 
                         late.
                                     BERT
                         Mary, I got him here from the airport 
                         as quickly as I could. The fool flew 
                         all the way up here in a blizzard.
               Mrs. Bailey enters scene.
                                     MRS. BAILEY
                         Harry, how about your banquet in New 
                         York?
                                     HARRY
                         Oh, I left right in the middle of it 
                         as soon as I got Mary's telegram.
               Ernie hands Harry a glass of wine.
                                     HARRY
                         Good idea, Ernie. A toast... to my 
                         big brother, George. The richest man 
                         in town!
               Once more the crowd breaks into cheering and applause. Janie 
               at the piano and Bert on his accordion start playing "Auld 
               Lang syne," and everyone joins in.
               CLOSE SHOT
               George, still holding Zuzu in his arms, glances down at the 
               pile of money on the table. His eye catches something on top 
               of the pile, and he reaches down for it. It is Clarence's 
               copy of "Tom Sawyer." George opens it and finds an inscription 
               written in it: "Dear George, remember no man is a failure 
               who has friends. Thanks for the wings, Love Clarence."
                                     MARY
                              (looking at book)
                         What's that?
                                     GEORGE
                         That's a Christmas present from a 
                         very dear friend of mine.
               At this moment, perhaps because of the jostling of some of 
               the people on the other side of the tree, a little silver 
               bell on the Christmas tree swings to and fro with a silvery 
               tinkle. Zuzu closes the cover of the book, and points to the 
               bell.
                                     ZUZU
                         Look, Daddy. Teacher says, every 
                         time a bell rings an angel gets his 
                         wings.
                                     GEORGE
                              (smiling)
                         That's right, that's right.
               He looks up toward the ceiling and winks.
                                     GEORGE
                         Attaboy, Clarence.
               The voices of the people singing swell into a final crescendo 
               for the
                                                                   FADE OUT
                                         THE END
                                          "LIFE"
                                      Screenplay by
                             Robert Ramsey and Matthew Stone
                                      SHOOTING DRAFT
                                           1999
                
               FADE IN:
               EXT. PRISON CEMETERY -- DAY
               A handful of people are gathered in an open field under a 
               fierce Mississippi sun. A couple of young inmates, JAKE and 
               LEON, lean on their shovels. They are waiting to bury two 
               identical CASKETS with inmate numbers stenciled on the 
               pinewood lids.
               A GUARD rests the butt of his rifle on the ground and takes 
               a long, healthy pull from his canteen. He offers it to the 
               PRISON CHAPLAIN, who is much obliged. SUPERINTENDENT BILL 
               BURKE, a 40-year-old black man, glances at his watch and 
               loosens his tie. Sure is hot.
               MARY HUMPHRIES, an elderly white woman in a nurse's uniform, 
               stands behind WILLIE LONG, an ancient inmate sleeping 
               peacefully in a wheelchair. She readjusts an umbrella to 
               shield the old black man from the blistering sun.
               Burke dabs his forehead with a handkerchief. He gives the 
               nod to the chaplain, who steps forward and cracks his bible. 
               The men remove their hats.
                                     CHAPLAIN
                         In accordance with the regulations 
                         of the State of Mississippi, we gather 
                         here today to lay to rest the remains 
                         of inmates R. Gibson, number 4316, 
                         and C. Banks, number 4317. Ashes to 
                         ashes, dust to dust. May God have 
                         mercy on their souls.
                                     BURKE
                         Go ahead, fellas.
               The young inmates plunge their shovels into the dirt. One by 
               one, the mourners head back toward a prison van parked on a 
               nearby dirt road.
                                     NURSE HUMPHRIES
                         I'll come back for you in a little 
                         while, Willie...
               She leaves Willie alone with Jake and Leon. He rolls his 
               chair up to the edge of the graves and gazes at the pinewood 
               caskets.
                                     JAKE
                         These two guys friends of yours, old 
                         man?
                                     WILLIE
                         We spent some time together.
                                     LEON
                         Why do I get the feeling when you 
                         say some time, you mean some time.
                                     WILLIE
                         I was already here a good many years 
                         when they came in in 1932.
                                     LEON
                         1932? That's like, that's like...
                                     WILLIE
                         Sixty-five years ago. They always 
                         said the farm couldn't hold 'em 
                         forever. Looks like you're finally 
                         free, boys.
               Willie pulls a bottle of moonshine from his jacket and takes 
               a swig in their honor.
                                     JAKE
                         Hey, the dude's holdin'.
                                     LEON
                         Come on, old-timer, hook the brothers 
                         up.
               Willie passes the bottle to Leon, who takes a swig and winces 
               from the unexpected kick.
                                     LEON
                         Hell of a way to get out. Heard they 
                         burned up in that fire yesterday.
                                     JAKE
                         I seen the bodies before they sealed 
                         'em up. Them fellas sizzled up good. 
                         Looked like some shit from the X-
                         Files.
                              (taking a swig from 
                              the bottle)
                         Damn, that shit's nasty.
                                     WILLIE
                         Ray's special recipe. He always had 
                         exacting standards where the hooch 
                         was concerned.
                                     LEON
                         What were they, bootleggers?
               Willie holds up the bottle, checking the clarity of the 
               liquor.
                                     WILLIE
                         Something like that.
                                                              MATCH CUT TO:
               EXT. SPANKY'S BACK ALLEY (1932) -- NIGHT
               RAY GIBSON holds up a similar bottle of liquor to a light 
               over a door. Music comes from within. He takes a swig and 
               stashes the bottle in his belt. He adjusts his tie, polishes 
               his shoes on the back of his pants and raps on the door.
               INT. SPANKY'S -- NIGHT
               The speakeasy is jumping, jammed with people. Up on stage a 
               hot JAZZ BAND is playing backup for a seductive CHANTEUSE. 
               Well-heeled PATRONS enter through doors near the stage.
               In the back, at the end of a long hallway, a BOUNCER cracks 
               open the door and Ray squeezes inside.
                                     BOUNCER
                         Oh, no, Ray. Not tonight. Spanky's 
                         not happy with you.
                                     RAY
                         Is Spanky here?
                                     BOUNCER
                         No, but...
                                     RAY
                         Then what's the problem?
                                     BOUNCER
                         Do yourself a favor and find another 
                         place where they let you in the front 
                         door.
                                     RAY
                         But this is where the action is and 
                         I have to be where the action is. 
                         Look, when your old lady wanted those 
                         alligator shoes, didn't I come through 
                         for you? Ain't she stepping in style 
                         now?
                                     BOUNCER
                         Yeah...
                                     RAY
                         Well, alright then. What do you think 
                         about this new tie?
                                     BOUNCER
                         Sharp.
                                     RAY
                         I look good tonight. And I feel lucky, 
                         too.
               Ray heads inside.
                                     BOUNCER
                         Anyone asks, it wasn't me who let 
                         you in.
               Ray slides through the crowd, pausing at the bar to nibble 
               on the neck of a COCKTAIL WAITRESS.
                                     COCKTAIL WAITRESS
                         Don't even try it.
                                     RAY
                         When do you get off?
                                     COCKTAIL WAITRESS
                         I get off at two, but you ain't never 
                         getting off.
               She carries a tray of drinks into the crowd. Ray shakes his 
               head in wonderment at her departing form. The BARKEEP steps 
               up as Ray pulls out his bottle.
                                     BARKEEP
                         You can't drink that in here, Ray.
                                     RAY
                         I sure can't drink that watered-down 
                         swill you're serving. Give me a glass 
                         of ice.
                                     BARKEEP
                         I can't give you a glass of ice. I 
                         can't give you anything until you 
                         pay your damn tab.
               Disregarding the warning, Ray tilts the bottle back. Shaking 
               his head, the barkeep moves on to a paying customer. Ray's 
               eyes follow a bottle of French Champagne as it is delivered 
               to a nearby table.
               Here sits the straight-laced CLAUDE BANKS with his girlfriend, 
               DAISY. She's enjoying the show. He's polishing the silverware. 
               The WAITER pours two glasses of champagne and leaves the 
               bottle on ice. Claude regards his glass skeptically.
                                     CLAUDE
                         For the kind of money they charge 
                         here, you'd think they could hire 
                         somebody to actually wash the dishes.
                                     DAISY
                         Claude. Here's to your new job down 
                         at the bank. I always knew you'd 
                         make something of yourself.
                                     CLAUDE
                         Know what I'm going to buy with my 
                         first pay check?
               Daisy thinks she does. She leans in, eyes twinkling.
                                     CLAUDE
                         Season tickets to the Yankees. Right 
                         there on the first base line.
                              (off her disappointment)
                         What's wrong, baby?
                                     DAISY
                         I was hoping you were gonna say an 
                         engagement ring, Claude.
               French Champagne shoots out of Claude's nose.
                                     CLAUDE
                         Engagement ring!
                                     DAISY
                         That's what respectable folks do. 
                         Get a job, get married, start having 
                         babies. That's what you want, isn't 
                         it?
                                     CLAUDE
                         Sure it is. I just don't see any 
                         reason to rush into things. Damn, 
                         look at this shirt. I'll be right 
                         back.
               Claude leans in to kiss Daisy on the lips. She offers her 
               cheek. He departs.
               OVER BY THE BAR
               Ray watches Claude make a beeline for the men's room.
               INT. MEN'S ROOM -- NIGHT
               Claude steps into the bathroom and approaches the sink. A 
               big hand falls on his shoulder and yanks him backwards into 
               a stall...
               INT. STALL -- NIGHT
               Claude is shoved down on the toilet by two BAG MEN in suits. 
               Suddenly, it's crowded in here.
                                     BAG MAN #1
                         Congratulations, Claude. We understand 
                         you finally got yourself a job.
                                     BAG MAN #2
                         Guess that means you can pay Mr. 
                         Riley the fifty bucks you owe him.
               They rifle through Claude's jacket and quickly find his 
               wallet.
                                     CLAUDE
                         Now wait a second, guys. I've got a 
                         bill to pay out there.
                                     BAG MAN #1
                         Twenty-two dollars. Not bad for a 
                         start.
               They toss back his empty wallet.
                                     CLAUDE
                         Come on, fellas, that's two weeks 
                         pay. I'm here with my girl. You gotta 
                         leave me something.
                                     BAG MAN #2
                         How about your legs?
                                     CLAUDE
                         My legs? Those are good, I'll keep 
                         the legs...
               The stall door swings shut as the bag men depart.
               INT. SPANKY'S -- NIGHT
               On his way into the Men's Room, Ray squeezes past the bag 
               men on their way out.
               INT. MEN'S ROOM -- NIGHT
               Glancing around, Ray spots Claude's feet under the stall 
               door. He steps up to the sink, washes his hands and takes a 
               towel from the ATTENDANT. Scanning the assortment of grooming 
               products, he selects a bottle of cologne and takes a sniff.
                                     RAY
                              (displeased)
                         You have any of that French stuff?
               As the attendent bends down to retrieve a bottle of the good 
               stuff, Ray palms a coin from the tip basket.
                                     ATTENDENT
                         Here you go.
               Ray offers the quarter, a gesture of uncommon generosity.
                                     RAY
                         Keep the change.
                                     ATTENDENT
                         Why, thank you, sir!
               Ray pats the cologne on his face. A toilet flushes and Claude 
               steps over to the sink. Ray catches his eye in the mirror.
                                     RAY
                         Don't I know you?
                                     CLAUDE
                         I don't think so.
                                     RAY
                         Sure I do. What's your name again?
                                     CLAUDE
                         Claude Banks.
                                     RAY
                         Claude Banks. How could I forget 
                         that? You've got to remember me. Ray 
                         Gibson. We went to high school 
                         together.
                                     CLAUDE
                         You went to Monroe?
                                     RAY
                              (beaming)
                         That's right! Good old Monroe...
               Ray throws his arms around Claude, deftly snatching his 
               wallet. Claude extracts himself from Ray's embrace.
                                     CLAUDE
                         Well, I went to Jefferson, so you 
                         must have a different Claude Banks 
                         in mind.
               Claude straightens his jacket and heads for the door. Ray 
               stashes the stolen wallet in his jacket.
                                     RAY
                         Sorry, man. My mistake.
               INT. SPANKY'S -- NIGHT
               On the stage, the chanteuse has downshifted into a sultry 
               number about back-door lovers and broken dreams.
               Ray steps out of the men's room and is instantly collared by 
               BULLETHEAD, a man who makes his living being large and 
               threatening.
                                     RAY
                         Watch the threads, Bullethead. If 
                         this is about my tab, I've got it 
                         covered.
               Pressed up against the wall, Ray reaches into his jacket and 
               produces Claude's wallet. Bullethead snatches it, inspects 
               it and is not impressed.
                                     BULLETHEAD
                         This ain't about your tab, Ray. You've 
                         got bigger problems than that.
               He stuffs the wallet back into Ray's jacket and hustles Ray 
               out the back door past the bouncer who let him in.
                                     BOUNCER
                         Is that Ray Gibson? Who the hell let 
                         him in here?
               BACK AT CLAUDE'S TABLE
               Claude returns to the table where Daisy is sipping champagne. 
               He takes the glass out of her hand.
                                     CLAUDE
                         Come on, honey, let's get out of 
                         here.
                                     DAISY
                         But I'm having a good time...
                                     WAITER
                         Excuse me, sir, I believe you forgot 
                         this.
               The waiter presents Claude with the bill.
                                     CLAUDE
                         The bill. Of course, the bill. We 
                         couldn't leave without paying the 
                         bill. Especially such an incredibly 
                         large bill.
               INT. VAN -- NIGHT
               Claude is shoved into the back of the van and the doors are 
               slammed behind him. He bangs and shouts, but it's no use.
                                     RAY
                         Save your energy, Claude. You're 
                         gonna need it.
               Ray is stretched out against the back wall. Claude is knocked 
               to the floor as the van lurches into motion.
                                     RAY
                         Here, this belongs to you.
                              (tossing Claude his 
                              wallet)
                         It was empty when I found it.
                                     CLAUDE
                         Good old Monroe.
               Ray swigs from his bottle and offers it to Claude, who isn't 
               interested.
                                     RAY
                         What I want to know is what happened 
                         to your cush between the time that 
                         you got up from the table and when I 
                         caught up with you in the Johnny?
                                     CLAUDE
                         I don't see where that's any of your 
                         business.
                                     RAY
                         Did those two muscle heads shake you 
                         down? Swear I've seen them down at 
                         the track with Sure-shot Riley. That's 
                         it, ain't it? A gambling debt.
               Busted, Claude snatches the bottle and carefully wipes off 
               the neck before tilting it high. Ray gets a good chuckle out 
               of this straight cat in the bow tie.
                                     CLAUDE
                         Where they taking us, anyway?
                                     RAY
                         Probably to Spanky's headquarters 
                         down at the pier.
                                     CLAUDE
                         Good, I'm looking forward to meeting 
                         this Spanky. Give me a chance to 
                         straighten out this whole mess.
                                     RAY
                         I can't wait to see that. You slay 
                         me, man.
               EXT. PIER -- NIGHT
               The van pulls into a the loading bay of a warehouse at the 
               end of a short pier on the Harlem River.
               INT. WAREHOUSE -- NIGHT
               Bullethead and a HENCHMAN pull Ray and Claude from the back 
               of the van. They find themselves in a dark warehouse filled 
               with crates of contraband.
                                     CLAUDE
                              (sotto)
                         What are they gonna do to us?
                                     RAY
                         You? Dine and ditch, right?
                              (Claude nods)
                         Over ten bucks?
                              (he nods again)
                         You're probably looking at a thumb.
                                     CLAUDE
                         A thumb? What do you mean, like cut 
                         it off? For ten bucks?
                              (Ray nods)
                         That include the tip?
               Claude shoves his hands under his armpits at the sound of 
               approaching FOOTSTEPS echoing across the vast space. Claude 
               and Ray peer into the darkness.
                                     SPANKY
                              (from the darkness)
                         You picked the wrong night to fuck 
                         with me, Ray. I just lost three men 
                         and a truck full of Canadian whiskey. 
                         You know what that kind of thing 
                         does to my business? It makes me 
                         want to lash out and hurt somebody.
               SPANKY JOHNSON emerges into the light. He uses a small silver 
               spoon to take an ample snort of cocaine into each nostril. 
               He glances at Claude.
                                     SPANKY
                         Who's he? Friend of yours, Ray?
                                     CLAUDE
                         I never saw this man before tonight. 
                         He's a lowlife degenerate who lurks 
                         in bathrooms. I'm a professional 
                         man, an upstanding citizen. I go to 
                         church on Sunday.
                                     SPANKY
                         Then what are you doing here?
                                     BULLETHEAD
                         Failure to pay.
                                     CLAUDE
                              (rattled)
                         Look, Mr. Johnson, you seem like a 
                         reasonable man. I got a good job 
                         starts Monday. I'll pay you back 
                         with my first pay check. With 
                         interest. I don't want to tell you 
                         how to conduct your business, but if 
                         you cut off my finger you won't get 
                         jack. Working an adding machine, I 
                         gotta be whole.
                              (his fingers dancing 
                              over imaginary keys)
                         I need my thumbs and all my fingers 
                         for praying and doing good...
               Spanky holds up a hand, silencing Claude.
                                     SPANKY
                         The choirboy wants to keep his 
                         fingers. Who am I to argue? Drop 
                         him.
                                     CLAUDE
                         Drop him? What does drop him mean?
               Claude protests loudly as Bullethead and the henchman bind 
               his hands and feet. Spanky turns to Ray.
                                     SPANKY
                         You gotta lotta balls showing your 
                         face around my club. If a man's gonna 
                         run numbers on my side of Broadway, 
                         you think he'd have the common sense 
                         to keep a low profile. But not Ray 
                         Gibson.
               The goons hoist Claude up on another pulley and dangle him 
               head first over a hole in the floor. Several feet down, the 
               Harlem River laps against the wooden pylons.
                                     CLAUDE
                         No, not down there! That water's 
                         filthy! Help me out here, man!
               Shrugging, Ray pinches his nose and puffs out his cheeks. 
               The goons release the rope and Claude plunges into the water. 
               Spanky turns back to Ray.
                                     RAY
                         You don't have to drown that fella, 
                         Spanky. You already scared him half 
                         to death. He didn't know who he was 
                         fucking with.
                                     SPANKY
                         But you do. What does that say about 
                         you, Ray? What does that say about 
                         me? I've given you a lot of leeway 
                         over the years on account of your 
                         father. But he didn't last long enough 
                         to teach you the meaning of the word 
                         respect so I guess I'm gonna have to 
                         school you myself.
                                     RAY
                         Come on, Spank, I'm just trying to 
                         get by here. You remember how it was 
                         when you were starting out.
               The henchman yanks on the rope. Claude emerges from the hole, 
               gasping for breath.
                                     CLAUDE
                         I was supposed to wear this suit on 
                         Monday!
               The henchman releases the rope, sending Claude back into the 
               water. Ray reaches into his jacket. Bullethead pulls a gun 
               and presses it into Ray's temple. Ray gives him a look and 
               cautiously pulls out his bottle.
                                     SPANKY
                         What's that, some of your bathtub 
                         brew?
                                     RAY
                         Puerto Rican rum. See for yourself.
               Ray tosses him the bottle. Spanky uncorks, sniffs, samples 
               the goods. He's impressed.
                                     SPANKY
                         Where'd you get this?
                                     RAY
                         Comes up the Mississippi. I can get 
                         more. A lot more. I was thinking 
                         about going into business for myself, 
                         but under the circumstances, I'd be 
                         willing to take on a partner.
               Once again, the henchman yanks on the rope and Claude comes 
               up sucking air desperately. He releases the rope, submerging 
               Claude for a third time.
                                     SPANKY
                         I'm interested. Keep talking.
                                     RAY
                         All I need is the front money and a 
                         truck. I could be back in two, three 
                         days tops if I had somebody to share 
                         the driving.
               Spanky considers the terms. Can he afford to trust Ray? Can 
               he afford not to?
                                     SPANKY
                         If you fuck me on this one, I'll 
                         spare no expense.
                                     RAY
                         Understood.
                                     SPANKY
                         Alright, Ray, you've got a deal. 
                         Pick your man and get going.
               Ray glances around. The pulley rope is still twitching in 
               the water.
                                     RAY
                         I'll take the little choirboy, if 
                         you don't mind.
                                     SPANKY
                         If I was you, I'd want somebody who 
                         can handle himself in a tight spot.
                                     RAY
                         I just want somebody who won't put a 
                         bullet in my back once the truck is 
                         full.
               Spanky sees Ray's point. He nods to the henchman, who hoists 
               Claude's limp body out of the water and onto the cement. 
               Spanky plants a foot on Claude's chest and applies pressure. 
               A geyser of Harlem River water shoots from Claude's mouth as 
               he sputters back to life.
                                     SPANKY
                         For your sake, I hope you can drive. 
                         Somebody give him some dry clothes.
                                                                    CUT TO:
               THE SPINNING WHEEL OF A TRUCK
               The CAMERA MOVES UP the side of the old Ford truck to find 
               Claude sitting pensively in the passenger seat.
               INT. TRUCK (MOVING) -- NIGHT
               Ray palms the wheel.
                                     RAY
                         Tell me about that hot sketch you 
                         were hypin' last night. She was a 
                         choice bit of calico. You two been 
                         seeing each other a long time? Gonna 
                         slap the handcuffs on her and stroll 
                         down the aisle one of these days?
               Tight-lipped, Claude shifts in his seat.
                                     RAY
                         Sometimes I wish I could find me a 
                         sheba to settle down with. Suppose 
                         I'm just a tomcat by nature.
                              (trying to fill the 
                              silence)
                         This little rum run is gonna seriously 
                         improve my relationship with Spanky. 
                         He's a good man to have on your side. 
                         He's got the capital and the 
                         connections. That's what you got to 
                         have in that business. Spanky's place 
                         is pretty plush, but one of these 
                         days I'm gonna open up my own 
                         establishment. Ray's Boom-Boom Room. 
                         You like that? Ray's Boom-Boom Room. 
                         That's in the groove, don't you think?
               If Claude does like it, he's not letting on.
                                     RAY
                         Come on, daddy-o. You haven't said a 
                         word since we started. Least you 
                         could do is make some friendly 
                         conversation.
                                     CLAUDE
                         Look, man, I don't want friendly 
                         conversation. I don't want to be 
                         your friend. I've seen your friends 
                         and I don't like them. I just want 
                         to do this thing and get back to New 
                         York in time to start my job.
                                     RAY
                         Start your job? What kind of job?
                                     CLAUDE
                         Well, if you must know, bank teller 
                         at First Federal of Manhattan. I'm 
                         responsible for keeping track of 
                         hundreds, occasionally thousands of 
                         dollars.
                                     RAY
                         That's some long green.
                                     CLAUDE
                         Damn straight, it is. I got my own 
                         set of keys because I'm supposed to 
                         open up. So if I ain't there 8 a.m. 
                         Monday morning, there's gonna be 
                         hell to pay.
               Beat of silence. Ray laughs to himself.
                                     CLAUDE
                         What?
                                     RAY
                         Nothing.
                                     CLAUDE
                         No, tell me what's so funny.
                                     RAY
                         I don't know. Bank teller. Sounds 
                         like ladies work to me.
                                     CLAUDE
                         Well, maybe I should dig around in 
                         other people's clothes for money. 
                         It's obviously been highly successful 
                         for you.
                                     RAY
                         Hey, you'd be surprised what you 
                         find in other people's pockets. Just 
                         gotta avoid them deadbeat bank 
                         tellers. Get you every time.
                                     CLAUDE
                         I didn't start out to be a bank 
                         teller. I was gonna be a ballplayer. 
                         Even had an offer to play short for 
                         the Newark Eagles.
                                     RAY
                         Why didn't you take it?
                                     CLAUDE
                         The Negro League don't pay so good. 
                         And you're always on the road. That 
                         don't wash with Daisy.
                                     RAY
                         You gave up baseball to be a bank 
                         teller? I can't latch on to that.
                                     CLAUDE
                         At some point a man's got to get 
                         serious about his future. I'm sure 
                         you have no idea what I'm talking 
                         about.
                                     RAY
                         You're talking about giving up 
                         baseball to be a bank teller.
                                     CLAUDE
                         Bank teller's just a start. I got 
                         plans. Real plans. Not opening some 
                         Zoom-Boom Room. This time next year 
                         I'll be a loan officer.
                                     RAY
                         A loan officer?
                                     CLAUDE
                         That's right, a loan officer.
                                     RAY
                         So you mean, if I needed some jack 
                         to get my nightclub up and running, 
                         I'd have to hype some square like 
                         you?
                                     CLAUDE
                         Uh-huh.
               Ray pulls out his pocket watch. A mechanical tune plays as 
               he checks the time.
                                     RAY
                         How would I get a loan, anyway?
                                     CLAUDE
                         You need collateral.
                                     RAY
                              (re: watch)
                         Like this?
                                     CLAUDE
                         That thing? Who'd you steal it from?
                                     RAY
                         My daddy gave me this watch.
                                     CLAUDE
                         Yeah? Who'd he steal it from?
                                     RAY
                         My daddy is dead so watch your mouth. 
                         You can say what you want about me, 
                         but don't be dragging my daddy into 
                         it. This watch means the world to 
                         me. Solid gold. Keeps perfect time.
                                     CLAUDE
                         Looks like a fake to me. Loan denied!
               Ray stuffs his daddy's watch back in his pocket.
                                     RAY
                         Ah, go chase yourself. I'll take my 
                         business elsewhere. And for future 
                         reference, you are no longer welcome 
                         at Ray's Boom-Boom Room.
                                     CLAUDE
                         There is no Boom-Boom Room.
                                     RAY
                         When there is, you can forget about 
                         it. And I swear to God, you ever 
                         talk about my daddy again I'm gonna 
                         kick your bank-telling, loan-denying 
                         ass, you got me?
                                     CLAUDE
                         Oooh...
                                     RAY
                         I think I liked you better when you 
                         kept your trap shut.
               EXT. ROADSIDE DINER -- DAY
               The truck veers off the highway and jerks to a halt in front 
               of the rundown establishment.
               INT. ROADSIDE DINER -- DAY
               A dozen WHITE FOLKS look up as Ray and Claude push through 
               the door.
                                     RAY
                         Man, something smells good in here. 
                         How's everybody doing?
               Nothing but sullen stares from all corners of the room.
                                     CLAUDE
                              (sotto)
                         Maybe we oughta find another place.
                                     RAY
                         Are you kidding? Tell me you don't 
                         want a slice of that pie right over 
                         there.
                                     CLAUDE
                         I must have left my appetite outside, 
                         which is where I think we ought to 
                         be right now.
               Claude tugs Ray towards the door but Ray won't be dissuaded. 
               He boldly addresses a YOUNG MAN in an apron behind the 
               counter.
                                     RAY
                         Good evening, Billy. We'd like some 
                         coffee and a couple of slices of 
                         that homemade pie you've got 
                         advertised.
                                     BILLY
                         How you know my name's Billy?
                                     RAY
                         It says so right there on your shirt.
                                     BILLY
                              (glancing down)
                         That what that says?
               Billy's MAMA sets a piping hot pie on the back counter and 
               steps up next to her son. She casts a disparaging glance at 
               Claude's suit.
                                     MAMA
                         If you boys can read so good, how 
                         come you missed that sign in the 
                         window?
               Claude considers the sign she's pointing to.
                                     CLAUDE
                         You mean this sign? The one that 
                         says "No Coloreds Allowed." That's a 
                         good question. Ray, how come we missed 
                         the sign?
                                     RAY
                         Look, ma'am, we've been driving all 
                         day. We'd just like to purchase one 
                         of those pies and we'll be on our 
                         way.
                                     MAMA
                         Those are whites-only pies.
                                     RAY
                         Got any nigger pies?
               Claude jabs him.
                                     CLAUDE
                         Any fool could see those are whites-
                         only, not-for-blacks, come-on-let's-
                         get-the-fuck-outta-here pies. Thank 
                         you very much.
               Claude starts tugging Ray toward the door.
                                     RAY
                              (sotto)
                         Thanks for backing me up here, Uncle 
                         Claude.
                                     CLAUDE
                              (sotto)
                         Don't Uncle Claude me. You get a 
                         load of those crackers? Couldn't be 
                         a mouthful of teeth among the bunch 
                         of 'em. Why you want to pick a fight 
                         with people like that for?
                                     RAY
                         You're soft.
                                     CLAUDE
                         What'd you say?
               Diner patrons stare.
                                     RAY
                         I said you're soft.
                                     CLAUDE
                         Hey, man, don't ever call me that.
                                     RAY
                         I call it like I see it, and what I 
                         see is definitely soft.
               Claude narrows his eyes.
                                     CLAUDE
                         Alright. You want some pie?
                                     RAY
                         Yeah, I want some pie.
                                     CLAUDE
                         Okay then, I'm gonna walk over to 
                         that counter and get us some fucking 
                         pie.
               Resolved, Claude stomps over to the counter.
                                     CLAUDE
                         Excuse me, ma'am, I bet a brick will 
                         turn that one right there into a 
                         colored pie.
               Claude lays down a dollar bill. Mama casually pulls a shotgun 
               from under the counter.
                                     MAMA
                         And I bet this right here will turn 
                         you into a colored pie.
                                     CLAUDE
                         Okay, Ray, I think we can go now. 
                         Much obliged...
               Ray gives the whole place a cool once-over as Claude pulls 
               him out the door. Mama turns to Billy, still studying the 
               stitching on his shirt.
                                     MAMA
                         Don't be concentrating so hard, baby. 
                         You're liable to seize yourself again.
               EXT. DOCKS -- NIGHT
               The truck rolls up to the waters edge. Ray kills the engine 
               and flashes the lights twice. In the passenger seat, Claude 
               is fast asleep. After a few moments, a FAT MAN appears, 
               shining a flashlight into the cab.
                                     RAY
                         How you doing? We're looking for 
                         Slim.
                                     SLIM
                         You found him.
               Ray cocks an eyebrow.
               EXT. DOCKS -- NIGHT
               Under cover of darkness, a couple of MEN finish loading crates 
               into the bed of the truck. Ray and Claude keep their eyes 
               peeled for the law. Down by the river, they can see lights 
               and hear music from a district of rowdy juke joints. SLIM 
               steps up, wiping his hands.
                                     SLIM
                         That's it, fellas. Thirty six cases 
                         of Puerto Rico's finest. At five 
                         bucks a case, that's $180.
               Ray pulls out a wad and slaps it in Slim's sweaty palm. The 
               fat man starts counting it out.
                                     RAY
                         Man, that music is hot. What goes on 
                         down there, Slim?
                                     SLIM
                         That's Natchez-under-the-Hill.
                                     RAY
                         Blacks welcome there?
                                     SLIM
                         Green's the only color that matters 
                         under the hill. They got gambling, 
                         girls. You oughta check it out.
                                     RAY
                         Maybe we will. Nice meeting you.
               Slim slips into the shadows.
                                     CLAUDE
                         Nice meeting you? You've been here 
                         before, haven't you?
                                     RAY
                         What gave you that idea?
                                     CLAUDE
                         Oh, I don't know, maybe because our 
                         lives depend on it, I just sort of 
                         thought you knew what you were doing!
                                     RAY
                         Don't get all agitated on me. I bought 
                         a bottle of rum from a couple of 
                         dudes, I heard 'em talking...
                                     CLAUDE
                         Let me get this straight. We drove 
                         all the way down to Klan country 
                         'cause you heard a couple of guys 
                         talking?
                                     RAY
                         What are you complaining about? It 
                         worked out. Everything's cool. Now, 
                         come on, let's head down there and 
                         see what's shaking. We deserve a 
                         little reward.
                                     CLAUDE
                              (dubious)
                         Reward?
                                     RAY
                         There are people down there having 
                         fun. I want to be one of them. I 
                         want you to be one of them. On Monday 
                         you can be a bank teller if you want, 
                         but tonight you're a bootlegger with 
                         a truck full of Puerto Rican rum and 
                         a fistful of cash.
               A look of excitement crosses Claude's face, but he quickly 
               shakes it off.
                                     CLAUDE
                         That's gas money.
               Exasperated, Ray stuffs a few bills into Claude's pocket.
                                     RAY
                         There's your gas money. You stay 
                         here and watch the truck. And don't 
                         worry, I've got the keys.
               Left alone, Claude mutters and kicks at the dirt. He leans 
               against the truck.
               UP AHEAD/EXT. JUKE JOINT -- NIGHT
               Ray emerges from the woods and heads down the hill toward 
               the juke joint. Claude hustles up next to him.
                                     CLAUDE
                         I'm just gonna keep an eye on you, 
                         make sure you don't do nothing stupid.
               INT. JUKE JOINT -- NIGHT
               A ramshackle den of iniquity on the banks of the Mississippi. 
               The band is laying down some serious Delta blues, creating 
               an inviting atmosphere for sin and moral corruption.
               On a far side of the room, Ray is playing poker with some 
               LOCALS. He seems to be having a bad night. WINSTON HANCOCK, 
               a formidable black man, sweeps in another big pot and puffs 
               happily on his cigar.
               OVER AT THE BAR
               Perched on a stool, Claude shoots a dark look at Ray and 
               motions for the door. Ray waves him off and returns to his 
               game. Claude becomes aware of a soft, young female hand on 
               his shoulder.
                                     SYLVIA
                         I've never seen you in here before.
                                     CLAUDE
                              (staring at the hand)
                         That's because I've never been here 
                         before.
                                     SYLVIA
                         I'm Sylvia. What's your name?
               Against his better judgement, Claude's gaze follows the long, 
               slender arm up past a bare shoulder and settles on SYLVIA'S 
               angelic face. He is struck dumb.
                                     SYLVIA
                         Can't you remember your own name?
                                     CLAUDE
                         I know it begins with a "C"...
                                     SYLVIA
                         Well, Mr. "C", how about buying a 
                         girl a drink?
                              (to the bartender)
                         Two bourbons.
                                     CLAUDE
                         I really shouldn't. I gotta keep an 
                         eye on my friend.
                                     SYLVIA
                         He looks like he can take care of 
                         himself.
               The drinks arrive. She places a shot glass in Claude's 
               reluctant hand. She winks provocatively and slowly pours the 
               whiskey down her throat. Instinctively, Claude tosses back 
               his shot.
                                     CLAUDE
                         Claude. That's my name. Claude. That's 
                         never happened before.
                                     SYLVIA
                         You're cute. You have any money, 
                         Claude?
                                     CLAUDE
                         Ten dollars. But I need it to get 
                         home.
                                     SYLVIA
                         Why would you want to go home? It's 
                         so early.
               The bartender refills their glasses.
               BACK AT THE POKER TABLE
               Winston considers his cards, hardly looking up as a WAITRESS 
               lays down a cocktail napkin and sets a drink down on top of 
               it. He glances at Ray, who casually considers his cards.
                                     RAY
                         I'll take two.
               The dealer tosses Ray a couple of cards.
               INSERT -- Ray fans his cards to reveal a full house.
               After considering the other players at the table, Ray pushes 
               what's left of his money into the center of the table. The 
               three other PLAYERS fold with disgust. Winston squints long 
               and hard at Ray, then pushes everything he has into the center 
               of the table.
                                     WINSTON
                         I'll see that...
               Winston reaches into his jacket and throws down some more 
               money on the pile.
                                     WINSTON
                         And while we're at it, let's sweeten 
                         the pot.
                                     RAY
                         Looks like my sugar bowl's empty, 
                         Mr. Hancock.
                                     WINSTON
                              (reaching for the pot)
                         That's just too damn bad, ain't it?
                                     RAY
                         Now, hang on, slick. I ain't through 
                         with you yet.
               Ray checks his cards again. He looks at the pot, it's a lot 
               of money. With this hand, there's no way he can lose. He 
               places his daddy's pocket watch on top of the pile. Winston 
               checks the time piece.
                                     WINSTON
                         That'll cover it.
               Ray lays down his hand.
                                     RAY
                         Full boat, ladies doing the paddling.
                                     WINSTON
                         Four threes.
               Ray sits back, stunned. Winston rakes in his winnings. The 
               game is over for the night. The three other players head to 
               the bar.
                                     WINSTON
                         Don't take it too hard, New York. 
                         Have a round on me.
               Winston tosses a silver dollar to Ray, who snatches it out 
               of the air. Winston drops his hat on his head and moves 
               through the crowd and out the door.
                                     WAITRESS
                         Can I get you something?
               Ray shakes his head. Carefully, she begins to clear the table. 
               Suddenly, he grabs her wrist. Winston's glass tips over. Ray 
               flips over the cocktail napkin to reveal an extra pile of 
               cards.
                                     RAY
                         Looks like he had a whole lot of 
                         nothing in his hand until you came 
                         along.
                                     WAITRESS
                              (wrenching free)
                         You're hurting my arm.
               EXT. JUKE JOINT -- NIGHT
               Ray dashes into the street, glancing both ways. No sign of 
               Winston. Damn.
               EXT. BACK ALLEY -- NIGHT
               Winston produces Ray's pocket watch and pops it open. A smile 
               crosses his face as the mechanical tune plays.
               A sheriff's sedan rounds a corner, illuminating Winston in 
               its headlights. The car pulls up and SHERIFF WARREN PIKE 
               steps out. Distinguished by a casual cruelness, he's a young 
               white man who loves his uniform.
                                     PIKE
                         If it isn't Winston Hancock.
               Winston tries to move past Pike, but the sheriff blocks his 
               path with a night stick. As Winston backs off, another squad 
               car pulls up behind him. TWO DEPUTIES step from the car, 
               guns drawn.
                                     PIKE
                         I thought we agreed that you were 
                         gonna leave town.
                                     WINSTON
                         I tried to leave, Sheriff Pike. But 
                         your wife begged me to stay.
               Pike slams Winston with his club, sending the black man to 
               his knees. As Winston struggles back to his feet, a stiletto 
               flashes and he lunges for the sheriff, slashing his cheek. 
               The deputies grab Winston from behind, holding him by both 
               arms. The long knife clatters to ground. Pike touches his 
               face, examining the blood on his fingers.
                                     PIKE
                         You just committed suicide, boy.
               INT. BORDELLO HALLWAY -- NIGHT
               Ray walks slowly down the hallway to Room 13. He is about to 
               knock when he hears the sound of lovemaking from within.
               INT. SYLVIA'S BEDROOM -- NIGHT
               Ray opens the door and peeks in. Sylvia's on top and in 
               charge. Claude is concentrating real hard. Ray smiles to 
               himself and closes the door.
               INT. JUKE JOINT -- NIGHT
               Claude hitches up his suspenders as he comes down the stairs. 
               He finds Ray having a drink at the now-empty bar.
                                     CLAUDE
                         Hey, Ray. I've been looking for you.
                                     RAY
                         Here I am.
                                     CLAUDE
                         Guess we better get going, huh?
                                     RAY
                         Still got that ten dollars?
                                     CLAUDE
                         Well, not exactly. See, I met this 
                         girl. Real nice girl. God-fearing 
                         girl. Her name's Sylvia.
                                     RAY
                         That jelly you were talking to right 
                         here?
                                     CLAUDE
                         She's in a tight spot. Her mama needs 
                         this operation, and they ain't got 
                         the money for it. Their church took 
                         up a collection but they were still 
                         short...
                                     RAY
                         So you made a generous contribution.
                                     CLAUDE
                         What can I say? When the spirit moves 
                         me.
                                     RAY
                         That was mighty charitable of you, 
                         Claude. Looks like we both got fucked 
                         tonight.
                                     CLAUDE
                         What are you talking about?
                                     RAY
                         While you were upstairs doing God's 
                         work, I was getting jack-legged by a 
                         fool with four threes.
                                     CLAUDE
                         You lost all our money in a card 
                         game?
                                     RAY
                         He even got my daddy's watch.
                                     CLAUDE
                         Fuck that cheap-ass watch --
                              (off Ray's glare)
                         I mean, how the hell are we gonna 
                         get home without any money?
                                     RAY
                         We've still got 36 cases of rum. 
                         That's better than money.
               EXT. BACK ALLEY -- NIGHT
               Ray and Claude head down the alley.
                                     CLAUDE
                         You sure the truck's this way?
                              (looking over his 
                              shoulder)
                         I swear it was back that way.
               Suddenly, the bloodied figure of Winston Hancock lurches 
               from the shadows and grabs Claude by the lapels. Claude is 
               too scared to scream, staggering backward. But the man's 
               grip loosens and he slips to the ground.
                                     CLAUDE
                              (croaking)
                         Ray... Yo, Ray...!
               Ray turns back to find Claude trembling with fear and covered 
               in blood. He just points down. Ray eyes widen. He kneels 
               down and turns Winston's body over.
                                     CLAUDE
                         I think he's hurt pretty bad.
                                     RAY
                         He's dead.
                                     CLAUDE
                         Oh, man, I've never seen a dead body 
                         before!
               Much to Claude's horror, Ray starts rifling through Winston's 
               pockets.
                                     CLAUDE
                         What do you think you're doing?! The 
                         man's been dead for two seconds! 
                         Don't you have any respect?
                                     RAY
                         It ain't here.
                                     CLAUDE
                         What ain't there?
                                     RAY
                         My daddy's watch. This is the dude I 
                         was telling you about --
               Suddenly, the glare of two bright headlights from a pickup 
               truck freeze Ray and Claude in a guilty tableau. FIVE WHITE 
               MEN appear at the end of the alley.
                                     MAN WITH LANTERN
                         What's going on here?
               Ray gingerly releases Winston's lifeless body.
                                     MAN WITH LANTERN
                         What's wrong with that one?
                                     RAY
                         Him? He's just drunk.
                                     CLAUDE
                         Yeah, nobody puts 'em away like old 
                         what's-his-name.
                                     RAY
                         Winston. His name's Winston.
                                     CLAUDE
                         Come on, Ray, better get Winston 
                         back to the truck.
               Claude and Ray hoist Winston's body to its feet. The man 
               raises his lantern, takes a closer look at Winston's face.
                                     MAN WITH LANTERN
                         This fella looks dead.
               Ray and Claude check for themselves.
                                     CLAUDE
                         Would you look at that, Ray. Winston 
                         up and died on us.
                                     RAY
                         Hell with him then. If he can't share 
                         the driving, he can't ride in the 
                         truck.
                                     MAN WITH LANTERN
                         He can ride with us.
               Suddenly, the men all have guns. And they're pointed at Ray 
               and Claude.
                                     MAN WITH LANTERN
                         So can you.
               INT. NATCHEZ JAIL -- NIGHT
               In a holding cell, Ray tests the window bars. Solid. 
               Meanwhile, Claude sits on a cot brooding darkly. Through the 
               bars, we see the rednecks laughing and passing around a bottle 
               of bootleg rum with the DEPUTY on duty.
                                     RAY
                         Man, this is gonna delay everything. 
                         Spanky's gonna be pissed.
                                     CLAUDE
                         Spanky's gonna be pissed? Poor Spanky. 
                         Fuck Spanky! What the hell kind of a 
                         name is Spanky, anyway? You're 
                         responsible for this situation. I 
                         blame you for everything. If it wasn't 
                         for you, I'd be home having a hot 
                         meal right now.
                                     RAY
                         If it wasn't for me, you'd be washing 
                         up on the beach at Coney Island right 
                         now.
                              (mocking Claude)
                         "I need all my thumbs and fingers 
                         for praying and doing good."
               The jailhouse door opens and Sheriff Pike walks in. He pauses 
               to give the prisoners the once-over. There's a fresh bandage 
               over the cut on his cheek.
                                     PIKE
                         What do we have here?
                                     DEPUTY
                         Billy Bob and the boys found them 
                         down down under the hill with Winston 
                         Hancock. He was dead. Looks like 
                         murder.
                                     PIKE
                         You don't say.
                                     DEPUTY
                         Looks like they was running rum. Got 
                         thirty six cases of evidence out 
                         back. You want I should call in the 
                         federal prosecutor?
                                     PIKE
                         Let's not drag the feds into this. I 
                         can think of better uses for that 
                         rum than letting it collect dust in 
                         some government warehouse up in 
                         Nashville.
               Pike winks at his deputy, then turns to regard the prisoners.
                                     PIKE
                         Besides, why bother with bootlegging 
                         when we got us a clear cut case of 
                         murder?
                                     RAY
                         Excuse me, sheriff. As we explained 
                         to your associate here, there's been 
                         a mistake. We didn't kill anybody. 
                         Now, as for the bootlegging, we happen 
                         to work for a very important man in 
                         New York.
                                     CLAUDE
                         That's right. Does the name Spanky 
                         Johnson mean anything to you?
                                     PIKE
                         Afraid not.
                                     RAY
                         Mr. Johnson is very well connected. 
                         If you were to let us go, I guarantee 
                         he would show you his appreciation, 
                         if you know what I mean.
                                     PIKE
                         Are you offering me a bribe?
                                     RAY
                         I'm just trying to pay the toll on 
                         the road to justice.
                                     PIKE
                         You may be able to buy your way out 
                         of trouble up in New York City, but 
                         down here we take murder seriously.
                                     CLAUDE
                         Look, man, how many times we gotta 
                         tell you people, we didn't kill that 
                         guy!
                                     PIKE
                         Well, if that's the case, then you 
                         don't have anything to worry about, 
                         do you?
               Pike turns his back on the prisoners and checks the time on 
               a gold pocket watch -- Ray's pocket watch. But from his cell, 
               Ray can't hear the mechanical tune.
                                     PIKE
                         Time to get home to the missus. See 
                         y'all in the morning.
               In the cell, Claude turns to Ray.
                                     CLAUDE
                         The man's gotta point. We're innocent, 
                         after all. I just gotta get a good 
                         night's sleep on this filthy mattress. 
                         Keep our heads on straight, stay 
                         cool, what's the worst thing that 
                         could happen to us?
                                                              SMASH CUT TO:
               INT. COURTROOM -- DAY
               The CAMERA Scorseses in on the JUDGE'S face...
                                     JUDGE
                         Life!
               The gavel comes down with a thundering crash. Stunned, Ray 
               and Claude resist the BAILIFFS' efforts to remove them from 
               the courtroom.
                                     RAY
                         Life?! How long is life? We were 
                         just walking back to the truck. We 
                         didn't do nothing! Fuck life!
                                     CLAUDE
                         Life?! What's life mean? There's no 
                         way I can do life. I got a job starts 
                         Monday morning!
               They continue to protest loudly as they are dragged bodily 
               through the door.
               EXT. COUNTRYSIDE -- DAY
               Blues music kicks in as a prison transport bus rolls down a 
               dirt road cutting through the bleak Mississippi Delta.
               INT. BUS (MOVING) -- DAY
               LONG-CHAIN CHARLIE, a white prison sergeant, sits behind the 
               wheel. A shot gun hangs within easy reach.
               The CAMERA MOVES BACK past grim-faced PRISONERS with their 
               hands and feet shackled. We arrive at Ray and Claude sitting 
               in grim silence as the bus lurches along.
               EXT. PRISON -- DAY
               The bus veers off the country road and passes under a sign: 
               MISSISSIPPI STATE PENITENTIARY. Sgt. Dillard's voice PLAYS 
               OVER.
                                     DILLARD (V.O.)
                         Welcome to the farm. Here you will 
                         be provided with ample opportunity 
                         to repay your debt to society through 
                         the rigors of hard labor...
               Ray and Claude stare out the window, getting their first 
               look at the harsh reality that awaits them. Cotton fields 
               stretch to the horizon in every direction. HOE-GANGS till 
               the earth under the watchful gaze of TRUSTY SHOOTERS...
                                     DILLARD (V.O.)
                         In between harvest and planting season 
                         we got fields need clearing, roads 
                         need building and ditches need 
                         digging. You will eat only what you 
                         can grow. Your crop don't come in, 
                         you'll go hungry. If you die, don't 
                         worry 'bout us none. We'll find 
                         somebody to replace you...
               Along the road, CONVICTS cast hard looks at the new men as 
               the cart passes. A WHITE SERGEANT on horseback shifts his 
               rifle and casually spits tobacco juice in the dirt...
               EXT. CAMP 8 -- DAY
               A low-slung, single-story bunkhouse surrounded by a dirt 
               yard. Two shooter shacks sit at diagonal corners of the yard. 
               In each shack, two trusties with rifles keep vigilant watch 
               over the camp. SGT. FRED DILLARD paces down the line of new 
               men as HOPPIN' BOB, an uncommonly ugly trusty, unlocks their 
               leg irons.
                                     DILLARD
                         This here is Camp 8. Camp 8 is for 
                         incorrigibles, so whatever you've 
                         done to get here, believe me, we're 
                         not impressed. You new men are 
                         probably noticing that we have no 
                         fences here at Camp 8. We don't need 
                         no fences, we have the gun line. It 
                         runs from shack to shack clear around 
                         the yard. You are now inside the gun 
                         line. If you step outside the gun 
                         line without my permission, you will 
                         be shot. If you trip and fall over 
                         the gun line, you will be shot. If 
                         you spit, if you pee, if you stick 
                         your ass out and take a dump over 
                         the gun line, you will be shot.
               Dillard plucks a hat off one of the new prisoners and tosses 
               it over the gun line. SHOTS ring out from the nearest shack. 
               The hat is torn to shreds.
                                     DILLARD
                         One of my trusties puts a bullet in 
                         you when you're trying to run, I'm 
                         liable to give him a pardon for saving 
                         me the trouble of tracking you down, 
                         so you can bet their aim is true.
               Dillard puts a cigarette in his mouth. Hoppin' Bob is right 
               there with the flame.
                                     DILLARD
                         My name is Sgt. Dillard. In the 
                         unlikely event that you need to 
                         address me, you call me boss. You 
                         already met this handsome fella right 
                         here. Hoppin' Bob's my ace boon coon. 
                         You run afoul of Hoppin' Bob, you 
                         run afoul of me.
               Nodding to Bob, Dillard saunters off.
                                     HOPPIN' BOB
                         New men, strip down!
               Ray and Claude share a look. Self-consciously, the men begin 
               to undress.
               INT. BUNKHOUSE -- DAY
               Double bunks line the walls, with a footlocker for each 
               inmate. As usual, there's a poker game going on.
                                     HOPPIN' BOB
                         Okay, ladies, got some fresh meat 
                         for ya!
               All activity comes to a halt as the new men shuffle into the 
               cage wearing their prison-issue "ring-arounds." Hoppin' Bob 
               slams the metal doors shut behind them.
                                     HOPPIN' BOB
                         We ain't got no wallflowers at Camp 
                         8. Everybody gotta dance eventually. 
                         But don't worry, they won't try 
                         nothing tonight. That would take all 
                         of the fun outta the courtship.
               The INCORRIGIBLES hungrily eye the new men in total silence. 
               Claude sticks close to Ray as they shuffle toward their 
               assigned bunks. The CAMERA SETTLES on a much younger WILLIE 
               LONG.
               EXT. COUNTRY ROAD -- MORNING
               The inmates jump down from the mule cart and grab hoes and 
               shovels. Because he can't count, Hoppin' Bob keeps track of 
               the men using a system all his own -- a PEBBLE in his pocket 
               for each man. Dillard stands by with his shotgun.
                                     DILLARD
                         Got three miles of ditch to clear 
                         today. Let's keep it moving!
               EXT. DITCH -- DAY
               The men of Camp 8 labor under the brutal mid-day sun. JANGLE 
               LEG, a handsome, muscular man, sings a verse to set the work 
               tempo. Up and down the line, a mighty chorus responds. The 
               CAMERA FINDS Ray and Claude swinging pick axes, sweating 
               profusely.
                                     CLAUDE
                         I don't believe this before Abe jive. 
                         I didn't go to night school to sing 
                         in no Mississippi Boys Choir!
               Claude stops to catch his breath and take off his shirt.
                                     RAY
                         I wouldn't do that if I was you.
                                     CLAUDE
                         Shut up. It's too damn hot. What do 
                         you know, anyway?
               A SHOT rings out. Claude hits the ground as a bullet kicks 
               up some dust nearby.
                                     RAY
                         Told ya.
               Claude looks up to see Dillard cracking pistachio nuts as 
               Hoppin' Bob puts another round in the chamber of his rifle.
                                     DILLARD
                         Why ain't his pick swinging?
                                     HOPPIN' BOB
                              (echoing)
                         Why ain't that pick swinging?
                                     CLAUDE
                         It's too hot, boss. I'm tired.
                                     HOPPIN' BOB
                         He says it's too hot, boss.
                                     DILLARD
                         Too hot, huh? Well, you tell that 
                         lazy jiggaboo the state of Mississippi 
                         ain't interested in his meteorological 
                         assessments.
                                     HOPPIN' BOB
                         Listen up, jiggaboo! State of 
                         Mississippi ain't interested in 
                         your... in your...
                              (off Dillard's look)
                         metropolitan assets!
                                     DILLARD
                         Tell him the state of Mississippi is 
                         only interested in getting this ditch 
                         cleared by sundown.
                                     HOPPIN' BOB
                         State of Mississippi wants this ditch 
                         cleared by sundown. You got that?!
                                     CLAUDE
                         I got it... boss.
                                     DILLARD
                         He don't sound like he's from 'round 
                         here.
                                     HOPPIN' BOB
                         He's from New York City. That one, 
                         too.
                                     DILLARD
                         New York. That's up north, ain't it? 
                         They'll find we do things different 
                         down here.
                                     RAY
                         We noticed.
               Annoyed, Dillard jabs the butt of his rifle into Ray's solar 
               plexus. Ray sinks to his knees in the dirt.
                                     DILLARD
                         Looks like we got a couple of live 
                         ones. How long these boys in for?
                                     HOPPIN' BOB
                         Judge gave 'em the long ride.
                                     DILLARD
                         Life, huh? They step outta line again, 
                         we'll shorten up that sentence real 
                         fast.
               Dillard swaggers off, dogged at the heels by the ever faithful 
               Hoppin' Bob. Resigned, Ray and Claude return to their labor.
               EXT. DITCH -- DAY
               The men rest in the ditch as BISCUIT, a slight inmate with a 
               red bandanna tied around his head, dispenses water, one ladle 
               per man.
                                     BISCUIT
                         Drink it up!
               Willie exchanges two cigarettes for a second ladle. POKER 
               FACE pulls a crumpled envelope from his shirt. His expression 
               never changes, hence the name.
                                     POKER FACE
                         Either of you new fellas know how to 
                         read? I've had this letter four months 
                         now.
                                     CLAUDE
                         You can't read? None of these guys 
                         can read?
                                     WILLIE
                         Last fella who could read made parole 
                         'round Christmas.
                                     POKER FACE
                         I don't even know who this is from.
                                     RAY
                         Here, gimme that.
               Ray unfolds the letter and scans it.
                                     RAY
                         It's from your mama's neighbor, Mrs. 
                         Tidwell. She thought you oughta know 
                         that your second cousin Bo died.
               The prisoners express their condolences. "Sorry, man." "That's 
               some bad news." "I know you loved Bo like a brother..."
                                     RAY
                         And your other cousin, Sally, on 
                         your daddy's side, she died.
               More sympathy from the men. "Ooh. Twice in one letter." "Rough 
               break, Poker Face..."
                                     RAY
                         Apparently, your sister died.
                                     POKER FACE
                         Jenny?
                                     RAY
                         No, it says Marleen here.
               Relief all around. "Thank goodness."
                                     RAY
                         Oh, wait, looks like Jenny died, 
                         too.
               "Bad luck, man." "That's harsh..."
                                     RAY
                         Then it goes on for a while about 
                         how the crop didn't come in on 
                         accounta the frost.
                              (flips over the page)
                         She finishes up with something about 
                         a tornado and how your mama and your 
                         daddy died in that. But don't worry 
                         none. She'll take care of the dog. 
                         That is, if it gets over the worms.
               The prisoners share dark looks. Ray folds up the letter and 
               hands it back to Poker Face.
                                     POKER FACE
                         Appreciate it.
                                     RAY
                         Anybody else need anything read?
               "No, man, we're good." The men shake their heads and return 
               letters and cards to their pockets. Jangle Leg nods and 
               switches places with one of the convicts, parking next to 
               Claude.
                                     JANGLE LEG
                         How you doin'?
                                     CLAUDE
                         I'm all right.
                                     JANGLE LEG
                         You ever done time before?
                                     CLAUDE
                         You kidding? I've been in and out of 
                         prison my entire life. Mostly in. 
                         I'm hard-core.
                                     JANGLE LEG
                         Then you won't have no problem making 
                         the adjustment. You need anything, 
                         help of any kind, gimme a holler. 
                         Name's Jangle Leg.
                                     CLAUDE
                         'Preciate it. Claude.
               As they shake, Jangle Leg inspects Claude's hand thoroughly.
                                     JANGLE LEG
                         Soft and supple. Like a lady's.
                                     CLAUDE
                              (eyes narrowing)
                         I try to moisturize regularly.
                                     HOPPIN' BOB
                              (over his shoulder)
                         Hey, Jangle Leg, what'd I tell you 
                         about pitching woo on the job?
                                     JANGLE LEG
                         Sorry, Cap'n.
               Claude snatches back his hand and gives Jangle Leg a hard 
               look.
                                     HOPPIN' BOB
                         Break's over! Back to work!
               As the men grab their tools and return to work, Claude leans 
               over to Ray.
                                     CLAUDE
                         Why do you think they call him Jangle 
                         Leg?
                                     RAY
                         Somebody just told me he wins the 
                         three-legged race every year.
                                     CLAUDE
                         So?
                                     RAY
                         He does it all by himself.
               INT. MESS HALL -- DUSK
               Wincing with each movement and covered in grime from the 
               day's labors, the new men bring up the back of the chow line. 
               COOKIE, the grub-slinger, slaps a large dollop of an 
               unidentifiable substance onto Ray's tray.
                                     RAY
                         What is that?
                                     COOKIE
                         Creamed chip beef on toast. Except 
                         we're outta beef, so I had to 
                         improvise.
                                     RAY
                         Can't I get one of those steaks you 
                         got grilling back there?
                                     COOKIE
                         Those are for trusties, unless you 
                         got thirty cents or two packs of 
                         cigs.
               Another prisoner lays down some tobacco and gets a juicy 
               steak. Ray grabs a hunk of corn bread and makes his way to 
               the back of the room. Claude steps up, holds out his tray 
               for Cookie.
                                     CLAUDE
                         Excuse me, I don't like it when the 
                         food touches each other, so if you 
                         could just --
                              (SPLAT!)
                         -- keep everything separate.
               Disappointed, Claude turns to discover that the only seat 
               left is next to Ray. Scowling, he limps toward it.
               Jangle Leg's eyes follow Claude as he approaches the table. 
               Biscuit smacks him.
                                     BISCUIT
                         Eyes front, mister!
               Claude sits down and promptly goes to work scraping his burnt 
               toast with his knife. The irritating sound slowly brings the 
               entire room to dead silence. All eyes fall on Claude. Scratch, 
               scratch, scratch...
                                     COOKIE
                              (stepping up)
                         Problem with the toast?
                                     CLAUDE
                         It's fine now.
               Cookie glowers and takes a seat.
                                     RAY
                         Stop aggravating people. Just eat 
                         your food.
               As the room returns to normal, Claude starts polishing his 
               fork with his shirttail. Irritated, Ray shoots him a look.
                                     CLAUDE
                         This fork is filthy.
                                     RAY
                         The fork is the least of your worries, 
                         Claude.
               Undeterred, Claude breathes on his fork and polishes it some 
               more. Disgusted, Ray pushes aside his plate.
                                     RAY
                         What's your name?
                                     WILLIE
                         Me? Willie Long.
                                     RAY
                         What are you in for, Willie?
                                     WILLIE
                         That's a long story...
                                     RADIO
                         When he was 13 years old he killed a 
                         son-of-a-bitch with a claw hammer.
                                     WILLIE
                         They never proved that.
                                     CLAUDE
                         What a second, you've been in here 
                         since you were thirteen?
                                     RAY
                         What about you, Radio?
                                     RADIO
                         Armed robbery.
                                     JANGLE LEG
                         Damn liar. Bitch killed his sister 
                         with an axe.
                                     RADIO
                         She was my half-sister. Shit, I ain't 
                         the son-of-a-bitch who poisoned my 
                         own parents.
                                     BISCUIT
                              (protective)
                         They deserved it. Very strict.
                                     POKER FACE
                         What about you, Biscuit? You nearly 
                         skinned your poor old landlady alive.
                                     COOKIE
                         At least he didn't kill Santa Claus 
                         with his bare hands.
                                     RAY
                         You killed Santa Claus?
                                     BISCUIT
                              (scolding)
                         On Christmas Eve.
                                     POKER FACE
                         He wasn't the Santa Claus, he was 
                         just wearing the suit and ringing a 
                         bell.
                                     WILLIE
                         What did you guys do?
               The whole table waits expectantly for their reply.
                                     RAY
                         I kinda lost track of how many people 
                         we killed that night. Must have been 
                         15 or twenty -- not counting women 
                         and children. It was a real bloodbath. 
                         All that screaming...
                                     CLAUDE
                         Pack of lies. Don't listen to him. 
                         We didn't kill nobody. We were 
                         railroaded. And we gonna prove that.
                                     RAY
                         He just blocked it out. Nigger's 
                         crazy. He's the one who did all the 
                         stabbing. He's capable of some heinous 
                         shit.
                              (thumbing down the 
                              table)
                         How 'bout him down there?
               At the end of the table, GOLDMOUTH, a hulking specimen, snarls 
               menacingly, flashing a glittering set of teeth.
                                     WILLIE
                         Goldmouth? They say he was born out 
                         back behind the shithouse. That's 
                         what they say.
                                     RAY
                         You all been here a long time. Doesn't 
                         anybody ever escape from this place?
                                     WILLIE
                         They run but they never get too far.
                                     RADIO
                         Couple years back, Cookie made it 
                         clear to Greenville.
                                     RAY
                         Greenville, that the nearest town?
                                     WILLIE
                              (nodding)
                         It's a two-day walk if you don't get 
                         lost. Take a mighty cagey country 
                         boy to navigate the woods and bayous 
                         between here and there.
                                     BISCUIT
                         Those dogs they got can sniff a skid 
                         mark in your underpants from a half-
                         mile off.
                                     RAY
                         Alright, well, let's say you make it 
                         to Greenville. What's there, anyway?
                                     COOKIE
                         Grandma Dodi's Pork Rib Joint.
                                     POKER FACE
                         That's where they nabbed him.
                                     COOKIE
                         Didn't even get to have my peach 
                         cobbler.
                                     WILLIE
                         The most important thing they got in 
                         Greenville is a train that heads up 
                         north.
               Just then, Goldmouth stands up, casting a shadow over Claude.
                                     GOLDMOUTH
                         Hey, girl, you gonna eat your corn 
                         bread?
               Claude looks up, considering his options.
                                     CLAUDE
                         No, man. I want you to have it.
                                     RAY
                         Wait up there, Claude. You give that 
                         guy your corn bread and the next 
                         thing you know you'll be ironing his 
                         shirts and clipping his toenails.
                                     GOLDMOUTH
                         Maybe I oughta eat your corn bread.
                                     RAY
                         My corn bread? Oh no, my friend. I 
                         love corn bread.
               Ray picks up his corn bread and takes a huge bite out of it, 
               rolling his eyes with enthusiasm.
                                     RAY
                         I thought my mama made good corn 
                         bread but this is really something 
                         special.
               Ray looks at the faces around the room, smiles broadly. 
               Goldmouth is getting embarrassed.
                                     RAY
                         Who knew I'd have to come all the 
                         way down to this here prison, deep 
                         in the asshole of the great state of 
                         Mississippi, to find such a tasty 
                         piece of corn bread?
               The prisoners begin to laugh. Ray's got them now.
                                     RAY
                         And who knew that in this great corn 
                         bread-making institution I'd come 
                         face to face with the biggest, 
                         ugliest, stinkiest, ugliest gold-
                         mouthed negro in the entire world. 
                         Now get out of my face before I lose 
                         my appetite!
               EXT. CAMP 8 YARD -- DUSK
               A punch sends Ray sprawling in the dust. Goldmouth looms 
               over him. The incorrigibles form a circle around the 
               combatants. Poker Face, the camp bookie, is taking all bets.
                                     GOLDMOUTH
                         How you like your corn bread now, 
                         New York?
               Goldmouth and Ray square off. Goldmouth swings, Ray ducks 
               and counters with a swift jab to the gut. Goldmouth just 
               flashes a shiny grin and clobbers Ray with a fist the size 
               of a Thanksgiving turkey. Ray sinks to the dust. Radio drops 
               down near him.
                                     RADIO
                         Come on, New York, you can do better 
                         than that! Get up and show him how 
                         they do it in Harlem!
               Ray shakes his head and staggers back to his feet. He circles 
               the big man and gets in a couple of good shots, much to the 
               crowd's approval. Goldmouth shakes his head and wipes the 
               blood from his nose. Now he's mad. He grabs Ray by the shirt 
               and delivers a crushing blow. Ray reels backward into Cookie's 
               arms.
                                     COOKIE
                         I appreciate you going to all this 
                         trouble over my corn bread. I don't 
                         get a lot of compliments in my line 
                         of work.
               Cookie shoves Ray back into the ring for more punishment. 
               Claude emerges from the mess hall, munching on a piece of 
               corn bread. He squeezes in between Poker Face and Willie.
                                     WILLIE
                         Your pal's getting the tar whipped 
                         out of him on your account.
                                     CLAUDE
                         How many times I got to tell you? He 
                         ain't my pal. Besides, he looks like 
                         he knows what he's doing.
               Just then Claude winces as Goldmouth delivers a jaw-crushing 
               uppercut that knocks Ray on his back. Claude bristles under 
               the incriminating looks coming at him from all directions.
                                     CLAUDE
                         Alright, alright...
               Claude crouches down as Ray rolls over on his stomach and 
               pushes himself up onto all fours. His eyes are swollen shut, 
               his face covered with blood.
                                     CLAUDE
                         Hey, Ray, I think you made your point, 
                         whatever that is. Maybe now's a good 
                         time to throw in the towel. You know 
                         what I'm saying?
               Ray manages a smile and staggers to his feet.
                                     RAY
                              (slurring)
                         Shit, Goldmouth. Back in New York, I 
                         know bitches who hit harder than 
                         you.
               Goldmouth pulls back his fist and lets it fly. Ray hurtles 
               through the crowd, collapsing in the dust. Willie steps in.
                                     WILLIE
                         The man's taken enough of a beating. 
                         Let's get him inside.
               Cookie, Radio and Poker Face raise Ray to his feet. Goldmouth 
               slings him over his shoulder and carries him toward the 
               bunkhouse. Dazed, Ray catches Claude's eye.
                                     RAY
                         Got him good, huh, Claude? He won't 
                         be bothering us anytime soon.
               A quick elbow jab from Goldmouth and Ray is out for good. 
               Disgusted with himself, Claude tosses what's left of the 
               corn bread to the mangy dog, who makes short work of it.
                                     BISCUIT
                              (wagging a finger)
                         Shame, shame, that's your name.
                                                             FADE TO BLACK:
               INT. MESS HALL -- DAY
               On Sundays, the mess hall also serves as a chapel. From a 
               makeshift pulpit, the blind REVEREND CLAY and his DAUGHTER 
               lead the congregation of convicts in a rousing chorus of 
               "Down by the Riverside."
               EXT. CAMP 8 YARD -- DAY
               The gospel music filters into the yard, where the prisoners 
               mingle with kinfolk.
               EXT. SGT. DILLARD'S HOUSE -- DAY
               MRS. DILLARD hums along with the gospel music as she places 
               a couple of freshly-baked pies on the window sill to cool.
               EXT. CAMP 8 YARD -- DAY
               The CAMERA FINDS Claude and Daisy walking hand in hand toward 
               a simple shack just beyond the gun line. This is the TONK 
               HOUSE and Dillard is the gate keeper.
                                     CLAUDE
                         Request permission to go to the tonk, 
                         boss.
               Dillard considers Daisy.
                                     DILLARD
                         I don't see no wedding ring, Banks. 
                         Conjugal visits are for married 
                         prisoners only.
                                     CLAUDE
                         You think you could make an exception 
                         just this once, boss? She came all 
                         the way down from New York.
                                     DILLARD
                         I don't need the Baptists on my back, 
                         but I suppose I could issue a 
                         temporary marriage license for a 
                         nominal fee.
               Daisy gets the picture. She reaches into her purse and hands 
               Dillard a couple of dollars.
                                     DILLARD
                         I now pronounce you man and wife.
                              (calling to the shooter 
                              shack)
                         Claude Banks going to the tonk!
               Claude takes Daisy's hand and leads her over the gun line.
               ACROSS THE YARD
               Ray watches Claude and Daisy step into the tonk house. Then 
               he returns to a game of horseshoes, tossing a ringer. Nearby, 
               Biscuit gives Jangle Leg a haircut.
                                     RAY
                         Biscuit, when you're done with Jangle 
                         Leg, you think you could squeeze me 
                         in?
                                     BISCUIT
                         Thought you'd never ask. Biscuit 
                         needs some gravy.
                                     RAY
                         I'm talking about a haircut.
                                     BISCUIT
                         Cost you a pair of nylons.
                                     POKER FACE
                         Hey, Ray, Goldmouth don't believe 
                         me. Ain't it so they got trains up 
                         in New York City that run under the 
                         streets?
                                     RAY
                         They're called subways. A nickel 
                         will take you from one end of 
                         Manhattan to the other. Helluva ride, 
                         too.
               Radio looks up from a vacuum tube receiver he's busy 
               repairing.
                                     RADIO
                         Hey, Ray, you ever been to the Cotton 
                         Club?
                                     RAY
                         Sure I've been to the Cotton Club. 
                         It's pretty sweet. But it don't hold 
                         a candle to the Boom Boom Room. That's 
                         where the real action is.
                                     WILLIE
                         What's the Boom Boom Room?
                                     RAY
                         That's my joint. The swinginest 
                         nightclub in town.
                                     COOKIE
                         You got your own nightclub?
                                     RAY
                         Well, not yet. It's still in the 
                         planning stages.
                                     GOLDMOUTH
                         So it don't exist.
                                     RAY
                         Just because it's in my mind, 
                         Goldmouth, don't mean it ain't real. 
                         Everything worth anything starts 
                         with a dream.
               Hoppin' Bob calls to Ray from the gun line.
                                     HOPPIN' BOB
                         Gibson! Got yourself a visitor!
               Ray turns to find his MOTHER, a handsome woman in a floral 
               dress, coming toward him.
                                     RAY
                         Mama?
                                     MAMA GIBSON
                         Rayford!
               The incorrigibles elbow each other and repeat the name 
               "Rayford" as Mama Gibson envelops her son in a fleshy embrace, 
               smothering him with kisses.
                                     RAY
                         What are you doing here, mama?
                                     MAMA GIBSON
                         I heard some things so I went to see 
                         Spanky Johnson. He told me what 
                         happened and gave me some money to 
                         get down here. What happened to your 
                         face?
                                     RAY
                         Don't worry about that. Hey, fellas, 
                         this here is my mama. These are some 
                         of my friends. That's Willie, there's 
                         Poker Face, Radio, Cookie, Goldmouth, 
                         Biscuit, Jangle Leg.
               The motley crew gathers around, nodding politely. Goldmouth 
               flashes a golden grin. Willie gallantly doffs his cap.
                                     WILLIE
                         Mrs. Gibson. Shame on Rayford here 
                         for failing to mention that he had 
                         such a beautiful mama.
               Mama manages a half-hearted smile, clutching her bag.
                                     MAMA GIBSON
                         Nice to meet you all.
                                     GOLDMOUTH
                         How was your train ride?
                                     MAMA GIBSON
                         Quite comfortable, thank you.
                                     COOKIE
                         Them cookies in there?
                                     MAMA GIBSON
                         Yes, oatmeal.
                                     RADIO
                         'Scuse me, you got any batteries on 
                         you?
                                     MAMA GIBSON
                         No. No I don't.
               Biscuit sides up, fingering her dress.
                                     BISCUIT
                         That's a lovely dress. Make it 
                         yourself?
                                     MAMA GIBSON
                              (vaguely unsettled)
                         Yeah...
               EXT. PORCH -- DAY
               Ray and his mama sit in the shade.
                                     RAY
                         This is a big surprise, mama. I sure 
                         didn't expect to see you down here.
               A long, uncomfortable beat. Mama's lip starts to tremble.
                                     MAMA GIBSON
                         Rayford, I wanted so much more for 
                         you than this.
                                     RAY
                         Don't cry, mama. This place ain't so 
                         bad as it looks. Sure, we work hard, 
                         but there's plenty fresh air and 
                         sunshine... And you know something 
                         else, I've taken to going to church 
                         regular. They got services every 
                         Sunday right there in the mess hall.
                                     MAMA GIBSON
                         Don't you lie to me, Rayford.
                              (composing herself)
                         You still have your daddy's watch?
                              (Ray shakes his head)
                         Well, this is all I can give you. I 
                         wish it was more.
               She puts some money in his hand.
                                     RAY
                         I can't take that, mama.
                                     MAMA GIBSON
                         Don't argue with me. You need it 
                         more than I do. I know how a little 
                         money can help in a place like this.
               Reluctantly, Ray stashes the money in his pocket.
                                     RAY
                         I can't believe this. I always said 
                         I'd never end up like this. I thought 
                         I'd make something of myself, do 
                         something with my life. You know, be 
                         successful. Have a big house, a 
                         family. Now I'm gonna end up just 
                         like daddy.
                                     MAMA GIBSON
                         Don't say that, Rayford. Don't ever 
                         say that. He gave up hope. That's 
                         where you gotta be different.
                                     RAY
                         They gave me life, mama.
                                     MAMA GIBSON
                         I gave you life. And they can't take 
                         it away from you. Remember that. 
                         You'll get outta here someday. I 
                         believe that. You gotta believe it, 
                         too.
               INT. TONK HOUSE -- DAY
               Reclining on a straw mattress, Claude watches intently as 
               Daisy gets dressed. The rickety door reverberates with a 
               loud pounding.
                                     HOPPIN' BOB
                              (off)
                         Time's up, Banks! We got a crowd 
                         gathering out here!
               Claude leaps from the bed and slams his fist against the 
               door.
                                     CLAUDE
                         Woman came all the way from New York, 
                         goddamnit! We'll come out when we're 
                         good and ready!
               Daisy quickly buttons up her dress.
                                     CLAUDE
                         Did you go see my cousin Maynard 
                         like I asked you in my letter?
                                     DAISY
                         Of course I did. He said he'd file 
                         an appeal right away. You didn't 
                         tell me he was so good looking.
                                     CLAUDE
                         Yeah, that side of the family has 
                         all the looks and none of the brains. 
                         I hope he don't mess things up.
                                     DAISY
                         He seemed like a pretty good lawyer 
                         to me. His offices take up an entire 
                         floor of that big, new building on 
                         125th Street, and he was using all 
                         these words I never heard before. He 
                         even offered me a job.
                                     CLAUDE
                         A job, huh? Well, that's nice, real 
                         nice. You won't have to work long. 
                         I'll be back soon enough. After I 
                         start work at First Federal Bank of 
                         Manhattan, I'll be keeping you in 
                         style. Everything will get back to 
                         normal again. That's a promise.
               Daisy smiles weakly and looks away. She doesn't have much 
               faith in this promise.
                                     DAISY
                         Listen, Claude, Maynard wanted to 
                         know if he should file the appeal on 
                         behalf of your friend, too.
                                     CLAUDE
                         Ray Gibson?
                              (thinks about it)
                         No, no. He's the reason I'm in here, 
                         Daisy. For all I know, he's got a 
                         record a mile long. I got a better 
                         shot of getting out of here on my 
                         own. You tell Maynard to think about 
                         me, concentrate on me. Understand?
                                     DAISY
                         Sure, Claude, whatever you say.
               EXT. COUNTRY ROAD -- DAY
               The prisoners jump down from the cart and grab hammers and 
               pick axes as Hoppin' Bob keeps count with pebbles.
                                     DILLARD
                         We lost yesterday on accounta the 
                         rain. That means we gotta make up 
                         for it today, so put your backs to 
                         it.
                                     HOPPIN' BOB
                         You heard the boss! Let's move!
               Ray and Claude jump down after Willie.
                                     WILLIE
                              (squinting at the sun)
                         Looks like a scorcher.
                                     RADIO
                         I bet the son of a bitch goes over a 
                         hundred and ten.
                                     POKER FACE
                         I'll take that action.
               EXT. FIELD -- DAY
               The long line levels a road to a work tune being sung by 
               Jangle Leg.
               Dillard checks the thermometer on the truck -- 90 degrees 
               and rising. Mopping his brow, he starts down the line.
               The sun arcs overhead, a blazing inferno... Heat rises off 
               the road... The men sweat profusely... "Taking it off here, 
               boss!" echoes up and down the line.
               Biscuit has his work cut out for him, lugging a water bucket 
               from man to man, offering the ladle.
               The sun... the hammer... the ladle... the axe... the sun... 
               the hammer... the ladle... the axe... The mercury hits 110 
               degrees...
               A NEW GUY lets his hammer slip from his fingers, collapses 
               in the dirt. Radio nods to Poker Face, who hands him a pack 
               of cigs.
                                     WILLIE
                         Man down, boss!
               Dillard uses his foot to roll the stricken man over. He's 
               still alive. Barely.
                                     DILLARD
                         You two, put him on the truck!
               Ray and Claude drop their tools, grab the man by his arms 
               and legs and lug him up to the road. Once out of earshot, 
               Ray whispers to Claude.
                                     RAY
                         Cookie drew me a map to Greenville.
                                     CLAUDE
                         So?
                                     RAY
                         You know what I'm saying.
                                     CLAUDE
                         Yeah, I know what your saying. And 
                         I'm saying if you made it that far, 
                         they'd be watching every train that 
                         pulls out of that station.
                                     RAY
                         That's why we won't take the train. 
                         Cookie showed me where there's a 
                         farm house. They got a boat there.
                                     CLAUDE
                         What do you know about boats? I bet 
                         you can't even swim.
               They reach the truck. With effort, they swing the man back 
               and forth and launch him into the back of the truck.
                                     RAY
                         What I know about boats is they take 
                         you to freedom. Come on, man. I think 
                         we can do this.
                                     CLAUDE
                         Why are you always talking about we? 
                         There is no we. There is a me, there 
                         is a you. But there is no we between 
                         us.
                                                               HARD CUT TO:
               INT. BUNKHOUSE WASHROOM -- DAY
               Ray and Claude continue their conversation as they lather up 
               for a shave.
                                     RAY
                         You want out of this place, don't 
                         you? Don't tell me you're starting 
                         to like it here.
                                     CLAUDE
                         No, I don't like it here. Look around. 
                         There's nothing but ass. Male ass! 
                         Balls and ass! Believe you me, I'm 
                         getting out of here.
                                     RAY
                         What does that mean?
                                     CLAUDE
                         Forget it.
                                     RAY
                         I'm not gonna forget it. What does 
                         that mean? If you've got a plan, I 
                         think I have a right to know about 
                         it. I told you my plan.
                                     CLAUDE
                         Getting a map from a chubby chef 
                         named Cookie? Dragging our asses 
                         through the swamps in search of some 
                         worm-eaten boat? That ain't a plan, 
                         that's a vacation for two in the 
                         hole. When you've got a map to New 
                         York City, you get back to me.
               Claude splits. Scowling, Ray finishes up his shave.
               INT. BUNKHOUSE -- NIGHT
               Moonlight streams through the barred windows of the cage. 
               Exhausted from the day's work, each man stretches out 
               painfully in his bunk.
                                     JANGLE LEG
                         Sure was hot out there today.
                                     COOKIE
                         Still too hot to sleep.
                                     RADIO
                         Every bone in my body feel like a 
                         big son-of-a-bitch dog got hold of 
                         it.
                                     GOLDMOUTH
                         I can't wait 'til Sunday.
                                     CLAUDE
                         What's so great about Sunday? Monday's 
                         right after it.
               Restless, Radio rolls over.
                                     RADIO
                         Hey, Ray, what's the name of that 
                         nightclub of yours?
                                     RAY
                         You mean the Boom-Boom Room?
                                     RADIO
                         That's it. The Boom-Boom Room. Sure 
                         would like to see that place when 
                         you get it up and running.
                                     RAY
                         You should have come by last night, 
                         Radio. You woulda had yourself some 
                         fun.
                                     WILLIE
                         Last night? What are you talking 
                         about, Ray?
                                     RAY
                         I'm talking about old Satchmo nearly 
                         blew the roof off the joint.
                                     POKER FACE
                         Who?
                                     RAY
                         Satchmo.
                                     GOLDMOUTH
                         You mean Louis Armstrong?
                                     RAY
                         He's a good friend of mine. Drops by 
                         the club whenever he's in town.
                                     CLAUDE
                         Hey, do we have to listen to this 
                         bullshit? I'm trying to get some 
                         sleep around here.
               "Shut up, Claude!" echoes around the room. Irritated, Claude 
               thumps his pillow and turns his back on the room.
                                     RAY
                         Yeah, things were hot last night, 
                         but you'll never guess who's playing 
                         tonight.
               BLAM! A high horn note sounds.
                                                                 SMASH CUT:
               CLOSE-UP -- Biscuit, all dolled up and flashing a million-
               dollar smile. She begins to sing.
                                     BISCUIT
                         A tisket a tasket...
               Biscuit is up on a makeshift platform in the bunkhouse, 
               lipsyncing to Ella Fitzgerald. But its not the depressing 
               bunkhouse anymore, it has transformed into Ray's Boom-Boom 
               Room. PULL OUT SLOWLY as Ray, decked out in a sleek tuxedo 
               steps in front of the CAMERA. He speaks into the CAMERA as 
               he walks...
                                     RAY
                         That's right, fellas. Catch any cab 
                         heading uptown. All the drivers know 
                         Ray's Boom-Boom Room.
                                     GOLDMOUTH (O.S.)
                         Hey, Ray...
               Ray looks to his left, sees Goldmouth in the old bunkhouse.
                                     GOLDMOUTH
                         Where am I at, man?
                                     RAY
                              (in nightclub)
                         C'mon, Goldmouth, somebody's gotta 
                         watch the front door.
               The CAMERA PANS off Ray to Goldmouth, in a tuxedo, at the 
               front door of the nightclub with two lovely ladies. He waves 
               to himself, sitting on his bunk. Himself waves back, smiling 
               like a kid in a candy store.
               Willie is behind the bar, serving drinks to three gorgeous 
               SKIMMIES.
                                     WILLIE
                         Hey, Ray, I could get used to this!
               CLOSE ON Cookie sitting a table eating a huge porterhouse. 
               The CAMERA DOLLIES around to find Ray eating with him.
                                     COOKIE
                         Ray, my man, this steak is like 
                         butter!
                                     RAY
                         Made just for you, Cookie.
                                     COOKIE
                         How about some steak sauce?
                                     RAY
                         No problem. Oh, boy!
               Ray motions to a busboy clearing a table. It's Claude.
                                     RAY
                         How about some Worchestershire sauce! 
                         And clean that damn table.
               Claude grimaces.
                                                                    CUT TO:
               Willie laughing, Goldmouth laughing, Poker Face in the bunk 
               laughing.
                                     POKER FACE
                         Hey, Ray, I know you got some 
                         gambling!
                                                                    CUT TO:
               Ray at a craps table holding a pair of dice. He looks at 
               Poker Face on his bunk.
                                     RAY
                         C'mon, Poker Face, what's a club 
                         without some dice?
               The CAMERA PULLS BACK as Ray throws the dice. A perfect seven. 
               The CAMERA PANS UP to Poker Face in a tux clutching a fistful 
               of cash.
                                     POKER FACE
                         Lucky seven! My nigger! Let it ride!
               Across the room, Jangle Leg, in a tux, sits at the piano. 
               Radio, also in a tux, beats on the drums.
                                     JANGLE LEG
                         Sing, girlfriend!
               Biscuit sings the song, smiling lovingly at her man. Everyone 
               is having a great time in Ray's Boom-Boom Room, until...
               Whistles blow. At the front door, Hoppin' Bob appears with 
               FIVE TRUSTIES dressed in police outfits. The incorrigibles 
               scatter.
                                     RADIO
                         Hey, Ray, looks like trouble!
               A hard white light from Hoppin' Bob's flashlight shines 
               directly into the CAMERA.
               CLOSE ON Ray, in his bed, back in the old bunkhouse. The 
               music stops abruptly. He shields his eyes from the harsh 
               light. Hoppin' Bob is looming over him. It's back to reality.
                                     HOPPIN' BOB
                         You don't shut up, you're gonna spend 
                         the rest of the night in the hole, 
                         Gibson! That goes for the rest of 
                         you girls, too. I don't want to hear 
                         another peep about no Boom-Boom 
                         fucking Room!
               A loud burst of flatulence cuts through the darkness. Hoppin' 
               Bob turns his flashlight on Cookie.
                                     COOKIE
                         Sorry, Cap'n.
               Scowling, Hoppin' Bob steps out of the cage and locks the 
               door behind him. The men slowly settle back in.
                                     RADIO
                              (whispering)
                         Pretty good story, Ray. Didn't much 
                         care for the ending though.
               Lights out at Camp 8.
               EXT. CAMP 8 -- YARD -- DAY
               Claude's playing pepper with Radio, Jangle Leg and Poker 
               Face.
                                     DILLARD
                         Mail call!
               The incorrigibles quickly gather around as he calls off names, 
               passing cards and letters through the crowd.
                                     DILLARD
                         Craddock!... Williams... Henshaw!... 
                         Banks!
                                     CLAUDE
                         Here!
               Dillard hands the letter to Ray, who glances at it before 
               passing it back to Claude.
                                     RAY
                              (reading)
                         Maynard Banks, Esquire. Attorney at 
                         law.
                                     CLAUDE
                         Gimme that. That doesn't concern 
                         you.
                                     RAY
                         I'm sure it don't.
               INT. CAMP 8 BUNKHOUSE -- DAY
               Claude rips open the letter. A profound disappointment settles 
               over him as he reads the news from cousin Maynard. Bitterly, 
               he crumples up the letter and tosses it down.
               EXT. FIELD - DAY
               Dillard strolls down the line with his rifle over his 
               shoulder. Under his watchful gaze, hoes rise and fall. After 
               he passes, Claude moves a little closer to Ray.
                                     CLAUDE
                         What's up, Ray?
                                     RAY
                              (cool)
                         Claude.
                                     CLAUDE
                         Sure is hot today. Think it'll rain 
                         later?
                                     RAY
                         What do you want, Claude?
                                     CLAUDE
                         What do I want? What makes you think 
                         I want something?
                                     RAY
                         My daddy always said when a man starts 
                         talking about the weather keep you 
                         hand on your wallet.
                                     CLAUDE
                         Your daddy must have been a helluva 
                         guy, a deep man, a wise man. Sure 
                         wish I could have met him --
                                     RAY
                         Cut the bullshit. What do you want, 
                         Claude?
                                     CLAUDE
                              (clearing his throat)
                         You still got that map?
                                     RAY
                         Yeah.
                                     CLAUDE
                         Well, if you're still thinking about 
                         booking it, I want in. I think we 
                         can make it.
                                     RAY
                         We? Did I hear you say we? As I 
                         recall, you're the one who said there 
                         is no we. Guess we got some bad news 
                         in that letter, huh?
                                     CLAUDE
                         Look, my cousin Maynard is a lawyer. 
                         He filed an appeal on my behalf --
                                     RAY
                         On your behalf. What happened to we?
                                     CLAUDE
                         The appeal was denied. Then Daisy 
                         went and fell for Maynard. They're 
                         engaged to be married, can you believe 
                         that?
                                     RAY
                         Well, let's just think about that 
                         for a moment. He's a successful lawyer 
                         up in New York City and you're down 
                         here with a bright future in the 
                         cotton picking business. Eeny, meeny, 
                         miney, Maynard.
                                     CLAUDE
                         Come on, man. Don't shut me out. I'm 
                         telling you, you and me, that map, 
                         we can go places.
                                     RAY
                         You know what, Claude? This whole 
                         time we've been down here, you've 
                         done nothing but think about yourself, 
                         acting like this whole thing is my 
                         fault. That plan with your cousin, 
                         did that include me?
               A long beat.
                                     CLAUDE
                         No.
                                     RAY
                         At least you're honest for once. So 
                         now you want to be my friend? Well, 
                         let me tell you something, Claude-my-
                         shit-don't-stink-Banks. You got a 
                         lot to learn about friendship.
                                     CLAUDE
                         Does that mean I'm in?
                                     RAY
                         I don't think so, Claude. You'd just 
                         slow me down. We'd have to stop every 
                         five minutes so you could polish 
                         your silverware. There's no way around 
                         it, you're soft.
                                     CLAUDE
                         What'd you say?
                                     RAY
                         I said you're soft.
                                     CLAUDE
                         Don't call me that. You know I hate 
                         it when you call me that.
               Ray gets in Claude's face and silently mouths the word -- 
               "soft." Claude throws down his hoe and sinks his fist deep 
               into Ray's gut.
                                     CLAUDE
                         Damn, that felt good. I should have 
                         done that the first time I met you.
               Ray touches the blood coming from his nose. Eyes blazing, he 
               tackles Claude, dragging him to the ground. The two men roll 
               around, trying to strangle each other.
               Hoppin' Bob hustles down the hill and drags Ray off of Claude. 
               But Claude comes back for more. Hoppin' Bob finds himself in 
               the middle of the fray.
               That's when the cavalry arrives. Two trusties use their rifles 
               to crack Ray and Claude over the backs of their heads, sending 
               them both down for the count.
               Hoppin' Bob empties his canteen over their faces. They sputter 
               back to consciousness.
                                     HOPPIN' BOB
                         Now you girls set aside your 
                         differences and get back to work or 
                         I'll see to it --
                                     RAY
                         -- we'll spend a night in the hole. 
                         We heard this shit before.
               Ray and Claude stagger to their feet and pick up their tools. 
               Hoppin' Bob and the trusties head back up the hill. Ray starts 
               to chuckle.
                                     CLAUDE
                         What the fuck are you laughing about?
               Ray opens his palm to reveal TWO PEBBLES. Claude regards Ray 
               with new-found respect.
               EXT. COUNTRY ROAD -- SUNDOWN
               One by one, the prisoners of Camp 8 climb into the mule carts 
               under the watchful eye of Hoppin' Bob. As each man passes, 
               he removes a pebble from his pocket. The last one in is 
               Willie. Hoppin' Bob's pocket is now empty.
                                     HOPPIN' BOB
                         All in, boss!
                                     DILLARD
                         Move it out.
                                     HOPPIN' BOB
                         Movin' it out, boss.
               Dillard spurs his horse, escorting the mule carts back to 
               camp.
               EXT. FIELD -- SUNDOWN
               As the carts fade into the distance, Ray and Claude pop up 
               from a roadside ditch and take off for a grove of trees in 
               the opposite direction.
               EXT. WOODS -- SUNDOWN
               Running for all they're worth, Ray and Claude crash through 
               the bramble. Claude trips over a root and sprawls face first 
               in the bushes. Ray turns around and helps him to his feet. 
               Claude is still laughing giddily. He throws his arms around 
               Ray.
                                     CLAUDE
                         You did it, man! You got us out! 
                         Next stop, New York City!
                                     RAY
                         New York's a long way's off. Let's 
                         just keep moving, okay?
               As Ray and Claude disappear into the woods...
                                                               DISSOLVE TO:
               INT. BUNKHOUSE -- NIGHT
               Radio's pulling in some jazz music out of New Orleans. 
               Prisoners hit their bunks as the floorwalker does the nightly 
               head count. He stops at Claude and Ray's empty bunks, glancing 
               around, puzzled.
               EXT. DILLARD'S PORCH -- NIGHT
               Dillard smokes a cigarette on the swing. His wife steps out 
               with a fresh bourbon and ice. Suddenly, SIRENS start to wail 
               and emergency floodlights blaze to life at Camp 8.
               EXT. FIELD -- NIGHT
               Hounds scramble down from the back of a truck and gather 
               around the DOG BOY. He holds out a handful of soiled laundry 
               and a dozen snouts sniff it thoroughly.
               Nearby, Dillard gathers a DOZEN MEN with rifles and 
               flashlights into a posse. He puts a cigarette in his mouth. 
               Hoppin' Bob lights it for him.
               EXT. WOODS -- NIGHT
               Trees rise ominously around Ray and Claude as they push 
               through dense underbrush.
                                     CLAUDE
                         I know these trees all look the same, 
                         but I'm getting an awful familiar 
                         vibration from this one right here. 
                         You sure you know where we're going?
                                     RAY
                         Absolutely. The map is very clear.
                                     CLAUDE
                         Let me take a look at that map.
               Claude considers it from various angles.
                                     CLAUDE
                         You call this a map? What was Cookie 
                         smoking when he drew this?
                                     RAY
                         Cookie didn't draw it. I did.
                                     CLAUDE
                         You drew this?!
                                     RAY
                         I knew you wouldn't come if I didn't 
                         have a map.
                                     CLAUDE
                         That gripes my soul, man. We're out 
                         here in the middle of nowhere. There 
                         is shit nibbling at my balls! Don't 
                         tell me you don't know where we're 
                         going!
               Ray shrugs and presses on. Dumbfounded, Claude considers the 
               map again, then tears it to shreds. The braying of hounds 
               echoes through the trees.
                                     CLAUDE
                         Hey, wait up!
               EXT. THE WOODS -- NIGHT
               Ray and Claude race through the underbrush.
               EXT. THE WOODS -- NIGHT
               Dillard and his men follow the dogs through the woods, hot 
               on the scent.
               EXT. THE WOODS -- NIGHT
               Ray and Claude race up to a chain-link fence. On the other 
               side, an old Ford is parked on a dirt road. Hearing the posse 
               closing in behind them, Ray and Claude fling themselves onto 
               the fence.
               EXT. THE WOODS -- NIGHT
               The posse is gaining ground. Dillard takes two men off to 
               the left, sending the rest of the men straight ahead.
               EXT. THE WOODS -- NIGHT
               Claude clears the fence first and scrambles for the old Ford. 
               Ray's shirt snags on a piece of wire as he drops down from 
               the fence. Stuck, he dangles helplessly a few feet off the 
               ground.
               INT. FORD -- NIGHT
               Claude yanks open the door and jumps behind the wheel. TWO 
               WHITE TEENAGERS bolt up in the backseat where they were 
               necking. After a beat -- group scream. The half-dressed 
               teenagers dive from the car and scramble off down the road. 
               Claude twists the key in the ignition and the engine roars 
               to life.
                                     CLAUDE
                         Come on, Ray, time to go!
                                     RAY
                         I'm stuck!
               Claude sees Ray caught up on the fence, then hears the sounds 
               of the approaching posse. If he floored it right now, he 
               might make it. But he can't just leave Ray hanging there.
               EXT. FENCE -- NIGHT
               Claude runs up and grabs Ray's legs, pulling for all he's 
               worth. The shirt rips free, sending Ray and Claude tumbling 
               to the ground. They leap to their feet and turn toward the 
               car -- running smack into the barrel of Dillard's shotgun.
               EXT. SUPERINTENDENT'S MANSION -- DAY
               An OLD BLACK PRISONER delivers a frosty mint julep to 
               SUPERINTENDENT ABERNATHY who rocks slowly in his chair. At 
               his feet, his 10-year-old daughter MAE ROSE is playing jacks. 
               Her long blonde hair makes her look like a little angel.
                                     MAE ROSE
                         Look, daddy. They caught those two 
                         men who escaped last night.
               Mae Rose is pointing down the drive, where Dillard and a 
               couple of trusties march Ray and Claude toward the house.
                                     ABERNATHY
                         They ain't men, Mae Rose. They're 
                         convicts. And nigger convicts to 
                         boot. Can you say nigger?
                                     MAE ROSE
                         Nagger?
                                     ABERNATHY
                         No, nigger.
                                     MAE ROSE
                         Nigger.
                                     ABERNATHY
                         That's my girl.
               Bound by leg irons and handcuffs, Ray and Claude are deposited 
               at the bottom of the stairs.
                                     DILLARD
                         Here they are, Superintendent. We 
                         tracked 'em all the way to the 
                         Tallahachie.
                                     ABERNATHY
                         That's quite a ways. I'm glad you 
                         New York boys could see some of our 
                         lovely countryside while you're down 
                         here. What do you say, Mae Rose? How 
                         should we teach these two a lesson?
               Mae Rose considers their faces. Ray and Claude look like 
               they've been to hell and back.
                                     MAE ROSE
                         A night in the hole?
                                     ABERNATHY
                         Better make it a week.
               Dillard nods and turns Ray and Claude around. As they march 
               back down the drive, Abernathy takes sip of his mint julep 
               and affectionately pats Mae Rose on the head.
               EXT. CAMP 8 -- DAY
               The incorrigibles of Camp 8 gather at the gun line, watching 
               silently as Dillard and a couple of trusties march Ray and 
               Claude toward the hole.
               EXT. THE HOLE -- DAY
               The trusties shove them each into a small, dank cell and 
               slam the doors behind them. Dillard secures both doors with 
               an iron bar.
                                     DILLARD
                         See you in a week, boys.
               OMITTED
               Sequence omitted from original script.
               INT. RAY'S CELL -- DAY
               Ray slumps to the floor, propping his feet against the wall.
                                     RAY
                         Hey, Claude. I just want to say thanks 
                         for coming back for me.
               INT. CLAUDE'S CELL -- DAY
               Claude considers his bleak surroundings. It's a small, 
               uncomfortable space, not even big enough to lie down. Just a 
               tin bucket for a toilet.
                                     CLAUDE
                         Don't mention it.
                                     RAY
                              (off)
                         Hell, you'd probably be half way to 
                         New York by now...
                                     CLAUDE
                         I'm serious, man. Don't mention it. 
                         Ever.
               EXT. THE HOLE -- DAY
               The sun beats down on the tin roofs...
               INT. BUNKHOUSE -- CAGE -- NIGHT
               The prisoners are gathered around a table, laying out money. 
               As usual, Poker Face is keeping tabs.
                                     COOKIE
                         I'll take Claude to die on Wednesday 
                         for fifty cents.
                                     POKER FACE
                         Wednesday for two bits. And don't 
                         forget you already owe me a steak.
                                     BISCUIT
                         I'll take Claude for Friday. That's 
                         my birthday.
               With an ear to his receiver, Radio slaps his money on the 
               table.
                                     RADIO
                         Weatherman says a heat wave's coming. 
                         I say neither one of 'em son of 
                         bitches gonna last past Thursday.
                                     POKER FACE
                         I told you before, I don't take 
                         pennies. Two cigarettes or one nickel 
                         minimum. What about you, Willie? 
                         Gonna get in on this action?
                                     WILLIE
                         I got a crispy new dollar bill says 
                         both of them gonna make it.
               This gives the men pause. Willie tosses his money on the 
               table.
                                     POKER FACE
                         Now that's what I call a bet.
                                     GOLDMOUTH
                         It's a mighty long shot, Willie. 
                         Nobody ever made it a week in the 
                         hole.
                                     JANGLE LEG
                         Not in August, anyway.
               But Willie leaves the money where it is.
                                     POKER FACE
                         Who else has some guts around here?
               Poker Face makes notations as the betting resumes.
               EXT. FIELD -- DAY
               Work goes on as usual for the prisoners of Camp 8. Trusties 
               keep their eyes peeled for slackers.
               EXT. THE HOLE -- DAY
               The brick shacks bake in the noonday sun.
               EXT. FIELD -- DAY
               Biscuit moves down the line offering the ladle to the men as 
               they struggle under a crushing heat wave.
               EXT. THE HOLE -- DAY
               Superintendent Abernathy strides up and gives the nod to 
               Dillard, who unlocks the doors. Huddled in their respective 
               cells, Ray and Claude shrink from the bright sunlight. Then, 
               slowly and painfully, they rise to their feet.
               In the background, the incorrigibles gather at the gun line 
               as word spreads that the fellows are still alive. Abernathy 
               glances at the crowd with annoyance.
                                     ABERNATHY
                         I don't think these boys have learned 
                         their lesson. Let's give 'em another 
                         week for good measure.
                                     DILLARD
                         Sure you want to do that, sir?
                                     ABERNATHY
                         Don't you ever question me, Sgt. 
                         Dillard. When I give an order, you 
                         jump to it, or I'll kick you and 
                         that first-cousin you call a wife 
                         outta that pretty little house so 
                         fast it'll make your pin-head spin. 
                         You got that?
                                     DILLARD
                         Yes, sir.
               Dillard slams the doors on Ray and Claude and clamps shut 
               the padlocks. Abernathy smiles at the incorrigibles, who 
               regard him with undisguised hatred.
               AT THE GUN LINE
               A somber Poker Face offers Willie a wad of bills.
                                     POKER FACE
                         Well, they made it a week. Looks 
                         like you win, Willie.
                                     WILLIE
                         Let it ride.
               INT. CLAUDE'S CELL -- NIGHT
               A slot at the bottom of the door opens. A tin plate of mush 
               slides through and the slot closes. Slumped in the corner, 
               Claude reaches for the food -- but a RAT beats him to it, 
               scampering out of the shadows and leaping onto the dish.
               INT. RAY'S CELL -- NIGHT
               A commotion and wild screams come from Claude's cell. Ray 
               leaps to his feet, shouting through the wall.
                                     RAY
                         Claude? You alright?!
               INT. CLAUDE'S CELL -- NIGHT
               Claude continues to stomp the rat.
                                     CLAUDE
                         Can't take it no more, Ray! Die, 
                         motherfucker! Gotta get the fuck 
                         outta here!
               Claude pounds against the door, raising a holy racket. We 
               continue to cut back and forth between cells as needed.
                                     RAY
                         Keep it together, Claude. You wake 
                         up the man, he'll shoot you for sure.
                                     CLAUDE
                         He'd be doing me a favor. I'm getting 
                         outta here one way or the other! 
                         Goddamn rats and shit! Fuck!
               Claude continues shouting and pounding.
                                     RAY
                         All right, man, just settle down. 
                         We'll get outta here, Claude. We'll 
                         get outta here real soon.
                                     CLAUDE
                         How the fuck are we gonna do that, 
                         Ray?!
               Ray looks around his cell. Claude's pounding is bound to 
               wake up somebody soon.
                                     RAY
                         We'll just get off at the next stop.
                                     CLAUDE
                              (stops pounding, 
                              confused)
                         Say what?
                                     RAY
                         That's right, we'll get off at the 
                         next stop. The train's pulling into 
                         the station right now.
                                     CLAUDE
                         The hell you talking about? What 
                         train?
                                     RAY
                         We're in the Bronx, my man. Hundred 
                         and Sixty First Street.
               Claude focuses on what Ray is saying and starts to breathe 
               easier.
                                     CLAUDE
                         Hundred and Sixty First Street? That's 
                         Yankee Stadium.
                                     RAY
                         Hell, yes, Yankee Stadium. Bombers 
                         are playing a double-header against 
                         the Red Sox.
                                     CLAUDE
                         Red Sox... Who's on the mound?
                                     RAY
                         I don't know. Who do you want?
                                     CLAUDE
                         Allie Reynolds. He's my boy.
                                     RAY
                         Sure, it says Allie Reynolds right 
                         here in the program. He's warming up 
                         right now. Man, we're so close to 
                         the field I need cleats. How'd you 
                         get such good seats?
                                     CLAUDE
                         I know people.
                                     RAY
                         They must be the right people. Whoa, 
                         there goes the hot dog man. Let's 
                         get a couple. Damn, that smells good. 
                         Nothing like a ballpark hot dog, 
                         huh?
                                     CLAUDE
                         You get ketchup?
                                     RAY
                         Ketchup? Who eats ketchup on a hot 
                         dog? Mustard's what you want.
                                     CLAUDE
                         I can't eat it with mustard.
               EXT. THE HOLE -- NIGHT
               Dillard strides toward the hole, shotgun in hand. He pauses 
               to listen to the argument, cocking an eyebrow in befuddlement.
                                     RAY
                              (off)
                         Give me back that hot dog. I'll eat 
                         it myself.
                                     CLAUDE
                              (off)
                         What am I gonna eat?
                                     RAY
                              (off)
                         You can starve to death for all I 
                         care. Now shut up, the game's about 
                         to start.
                                     CLAUDE
                              (off)
                         Hey, man, is Babe Ruth in the lineup 
                         today?
                                     RAY
                              (off)
                         Of course, he's in the lineup. There 
                         he goes right there. Hey, Babe...!
               Dillard shakes his head, shoulders his gun and heads back 
               toward his house.
               EXT. THE HOLE -- DAY
               Abernathy gives the nod to Dillard, who unlocks the doors. 
               Two trusties drag Ray and Claude out of their cells.
               INT. BUNKHOUSE -- DAY
               The men crowd around the windows.
                                     RADIO
                         What's going on? Are they alive or 
                         dead?
                                     GOLDMOUTH
                         Don't look too good.
                                     POKER FACE
                         They're not moving.
               EXT. THE HOLE -- DAY
               Slowly, Claude opens his eyes, squinting in the harsh light 
               of day. Summoning his strength, he staggers to his feet.
                                     CLAUDE
                         Hey, Ray...
               Ray's eyes blink open. Claude holds out a hand and helps him 
               stand up. They share a look. They made it.
                                     ABERNATHY
                              (scowling)
                         Sergeant Dillard, make sure these 
                         two are out in the fields first thing 
                         in the morning.
               Abernathy turns on his heels. Dillard considers the two tough 
               guys standing before him.
                                     DILLARD
                         Go on, get inside.
               Ray and Claude stagger toward the bunkhouse as the 
               incorrigibles gather on the porch and help them in out of 
               the sun.
                                                               DISSOLVE TO:
               INSERT -- TIME PASSAGE
               (Note: This montage is mixed with 16mm and Super 8 footage. 
               A beautiful 1940s song plays over.)
               A. King Kong is machined-gunned off the top of the Empire 
               State Building...
               B. FDR introduces his New Deal...
               C. The incorrigibles chop weeds...
               D. With Willie and Claude standing guard, Ray samples a batch 
               of moonshine from a secret still in his footlocker...
               E. At the height of the depression, poor people line up in 
               front of a soup kitchen...
               F. Ray and the crew sit around the poker table playing cards 
               and laughing...
               G. Ray opens a letter and pulls out a snapshot of his mama 
               which he places over his bunk.
               H. The incorribles level a road...
               I. Jesse Owens wins the 100 meter race at the 1936 Olympics 
               in Berlin...
               J. Benny Goodman sets the kids dancing with wild abandon in 
               the aisles of the Paramount Theater...
               K. The Hindenburg bursts into flames...
               L. Claude writes a letter, "Dear Sylvia"...
               M. In the juke joint, Sylvia reads the letter and smiles. 
               She shows it to a few other WORKING GIRLS...
               N. Adolf Hitler stabs the air in front of a foreboding sea 
               of Nazis...
               O. The 1939 World's Fair opens in New York...
               P. Ray nails a sign to the side of the bunkhouse: RAY'S BOOM 
               BOOM ROOM. He steps back to admire the effect. Behind him, 
               Sylvia and her friends mingle with the incorrigibles in the 
               yard... Dillard takes his cut as Claude and Sylvia head for 
               the tonk house. Ray and his date step up...
               Q. Lou Gehrig is honored at Yankee Stadium. "Today I consider 
               myself the luckiest man on the face of the Earth..."
               R. With a pillow stuffed under a home-made Santa outfit, Ray 
               distributes chocolate to the incorrigibles while Claude and 
               Willie decorate the saddest little Christmas tree you ever 
               saw.
               S. The 1940 Oldsmobile is introduced...
               T. Japanese Zeros bomb Pearl Harbor...
               U. FDR declares "a day that will live in infamy."...
               V. A WWII newsreel shows American G.I. s storming a beach in 
               the South Pacific...
               INT. MESS HALL (1943) -- NIGHT
               The inmates of Camp 8 cheer for the American soldiers up on 
               a makeshift movie screen. Instead of black and white stripes, 
               the prisoners now wear blue twill. In an audience of new 
               faces, the CAMERA FINDS some familiar ones. Ray and Claude 
               are surrounded by their crew -- Willie, Radio, Poker Face, 
               Cookie, Biscuit, Jangle Leg and Goldmouth. A decade has 
               passed.
               EXT. CAMP 8 YARD -- DAY
               A line of NEW PRISONERS stands before Dillard, now 10 years 
               older.
                                     DILLARD
                         ...Camp 8 is for incorrigibles, so 
                         whatever you've done to get here, 
                         believe me, we are not impressed. 
                         You new men are probably noticing 
                         that we have no fences here at Camp 
                         8. We don't need no fences, we have 
                         the gun line. It runs from shack to 
                         shack clear around the yard --
               Dillard pauses in front of a big country boy who can't be 
               more than 18 years old. The kid is bouncing a rubber ball.
                                     DILLARD
                         What the hell you think you're doing?
               The kid don't answer. An OLD GUY steps forward.
                                     OLD GUY
                         Excuse me, boss. That kid don't talk. 
                         Something wrong with his head, just 
                         can't get right, boss.
                                     DILLARD
                         Can't get right, huh? We'll see how 
                         long he last. Now, where was I?
                                     HOPPIN' BOB
                         We don't need no fences at Camp 8, 
                         boss.
                                     DILLARD
                         That's right. We don't need no fences, 
                         we have the gun line. It runs from 
                         shack to shack clear around the yard. 
                         You are now inside the gun line...
               INT. BUNKHOUSE -- DAY
               Ray and some of the fellas are playing poker. Dillard's voice 
               drifts in through the open window.
                                     RAY
                              (mouthing along)
                         If you step outside the gun line 
                         without my permission, you will be 
                         shot. If you trip and fall over the 
                         gun line, you will be shot. If you 
                         spit, if you pee, if you stick your 
                         ass out and take a dump over the gun 
                         line, you will be shot...
               He lays down his cards and rakes in the pot.
               EXT. BASEBALL FIELD -- DAY
               Jangle Leg pitches to Radio, who swings and misses. Behind 
               the plate, Goldmouth tosses the ball back to Jangle Leg. On 
               the sideline, Ray teaches three-card monte to CAN'T GET RIGHT. 
               Claude paces nearby.
                                     CLAUDE
                         I try to teach 'em the finer points 
                         of the game, share my wisdom, but I 
                         don't know why I bother. They don't 
                         listen, they sure don't learn...
               Another pitch, another strike.
                                     RAY
                         What you're dealing with here is a 
                         complete lack of talent.
                                     CLAUDE
                         I'm sick of watching Camp 12 win the 
                         championship. Every year they get to 
                         roast the victory pig and we get 
                         dick. This year I want that pig.
               Radio knocks a grounder up the middle.
                                     CLAUDE
                         Alright, Radio, there you go. Who 
                         wants to hit next?
               Can't Get Right looks at Ray.
                                     RAY
                         You want to hit?
                              (to Claude)
                         Yo, Claude. Give Can't Get Right a 
                         shot.
                                     CLAUDE
                              (skeptical)
                         Him?
                                     RAY
                         Can't be worse than any of these 
                         other fools.
                                     CLAUDE
                         All right, grab the bat. Let's see 
                         what you can do.
               Can't Get Right shuffles to the plate. Goldmouth hands him 
               the bat.
                                     CLAUDE
                         Jangle Leg's gonna throw the ball 
                         nice and easy. You just go ahead and 
                         take a swing.
               Jangle Leg tosses the ball. Can't Get Right swings and 
               connects with a mighty CRACK! The incorrigibles crane their 
               necks as the ball disappears into the sky. They turn to look 
               at Can't Get Right. Ray gives Claude a significant look, 
               then tosses another ball out to Jangle Leg on the mound.
                                     CLAUDE
                         Okay. Let's try that again. This 
                         time give it a little juice.
               Jangle Leg nods, winds up and delivers a whistling fast ball. 
               Can't Get Right clobbers it. Once again, the incorrigibles 
               track the departing projectile.
                                     RAY
                         Told ya.
               Can't Get Right smiles for the first time.
               EXT. SUPERINTENDENT'S MANSION -- DAY
               The men of Camp 8 paint a fence along the drive leading up 
               to the big house.
                                     RADIO
                         I heard Camp 12 got themselves a son-
                         of-a-bitch used to pitch for the Mud 
                         Hens.
                                     GOLDMOUTH
                         That boy got a year for jay-walking.
                                     RAY
                         Judge must have money riding on the 
                         championship.
                                     CLAUDE
                         Don't matter who Camp 12 puts on the 
                         mound. All I know is when this 
                         season's over Camp 8's gonna have 
                         pork chops.
               Just then a U. S. Army Jeep swerves past the men and parks 
               in front of the mansion. Young CAPT. TOM BURNETTE helps MAE 
               ROSE out of the car. The prisoners stare furtively at her 
               long legs and curly blonde tresses.
                                     POKER FACE
                         Looks like little Mae Rose has grown 
                         up.
                                     BISCUIT
                         And out.
                                     COOKIE
                         Mmm-mm, that girl's got gams.
                                     CLAUDE
                         She's got it all. And it's firm and 
                         round and fully packed.
                                     RAY
                         You shred it, wheat. That there is 
                         fresh water.
               Next to them, Can't Get Right stares openly, mesmerized by 
               her beauty. Ray nudges him.
                                     RAY
                         Be cool, man. You can look, just 
                         don't drool.
               Up at the mansion, Abernathy and his WIFE come out onto the 
               porch, all smiles.
                                     ABERNATHY
                         How was the honeymoon? Am I gonna be 
                         a grandaddy soon?
                                     MRS. ABERNATHY
                         Don't pay attention to the 
                         superintendent, Tom. You're going to 
                         stay for supper, aren't you?
                                     TOM
                         Afraid not. I'm shipping out this 
                         afternoon.
               The prisoners steal glances as Mae Rose kisses her new husband 
               goodbye. She gives them quite a show, raising her leg behind 
               her just like Betty Grable. Then Tom climbs into the Jeep 
               and pulls away.
               Mae Rose takes a long glance at the prisoners. The men all 
               look away -- except Can't Get Right who stands there smiling 
               innocently. Mae Rose gives him a little wink, then turns her 
               back and bounces up the steps.
               EXT. BASEBALL FIELD -- DAY
               A plump PIG roots about in a small pen. A sign dangles from 
               a post -- "First Prize." The incorrigibles of Camp 8 limber 
               up for the big game with the inmates of Camp 12 across the 
               field.
                                     POKER FACE
                         Think you can handle something that 
                         big, Cookie?
                                     COOKIE
                         I handled your mama, didn't I? Don't 
                         y'all worry. I got plans for that 
                         bad boy. Ain't none of him going to 
                         waste.
               Beyond the fence, a late-model sedan rolls up. STAN BLOCKER, 
               in a straw hat and a rumpled suit, climbs out and stretches 
               his legs. Irritated, he smacks a mosquito and exchanges a 
               few words with Dillard.
                                     DILLARD
                         Banks! Get over here!
               Claude hustles over, removing his hat.
                                     DILLARD
                         This is Stan Blocker. Scout for the 
                         Nigger Leagues.
                                     BLOCKER
                         Negro Leagues, actually. Pittsburgh 
                         Crawfords. Ever hear of us?
                                     CLAUDE
                         We get the games on the radio 
                         sometimes.
                                     BLOCKER
                         We played down in Jackson yesterday. 
                         Heard a rumor you've got a boy up 
                         here who can hit the ball a ton.
                                     CLAUDE
                         You probably mean Can't Get Right. 
                         That's him over there.
                                     BLOCKER
                         Can't Get Right? That's the kid's 
                         name? Can I talk to him?
                                     CLAUDE
                         You can try, but you won't get too 
                         far. Why you interested?
                                     BLOCKER
                         Crawford's are always looking for 
                         new talent.
                                     CLAUDE
                         Maybe you didn't notice, but this is 
                         a prison.
                                     BLOCKER
                         There are ways around that. Right 
                         sergeant?
               Blocker winks at Dillard, then glances at the incorrigibles 
               practicing in the field. Goldmouth, Cookie, Poker Face, 
               Biscuit -- they don't exactly inspire confidence.
                                     BLOCKER
                         Nice looking squad. See you after 
                         the game.
               Blocker takes a seat on the bench.
               EXT. BASEBALL FIELD -- DAY
               The inmates of Camp 12 are in the field. Our boys from Camp 
               8 cheer for Cookie digging in at the plate. Ray taunts the 
               opposition from the third base line.
               The PITCHER winds up and releases a fast ball. Cookie swings 
               and connects for a base hit up the middle.
               IN THE STANDS
               Mrs. Abernathy and Mrs. Dillard share a box of Cracker Jack.
                                     MRS. ABERNATHY
                         Of course, the superintendent's hoping 
                         for a boy, but personally, I'd prefer 
                         a girl.
                                     MRS. DILLARD
                         Whatever it is will be a little gift 
                         from heaven. Look at the way she 
                         glows.
               Mae Rose sits next to them. She is SIX MONTHS PREGNANT. She 
               removes her sunglasses and coyly bites a fingernail when she 
               spots Can't Get Right in the on-deck circle.
               DOWN ON THE FIELD
               Can't Get Right smiles shyly. Sensing trouble, Claude ushers 
               Can't Get Right toward the plate, massaging his shoulders.
                                     CLAUDE
                         You're my boy, just keep what little 
                         mind you have focused on the game. 
                         If you hit that ball the way I know 
                         you can, you might just be our ticket 
                         off this farm.
               Can't Get Right digs in. Claude returns to the sidelines and 
               appeals to the gods. The pitcher winds up and releases a 
               fast ball. Can't Get Right connects with that familiar CRACK! 
               Blocker stands up and watches the ball clear the fence and 
               just keep going.
               With his team cheering him on, Can't Get Right trots around 
               the bases. But he's still looking at Mae Rose.
               EXT. CAMP 8 YARD (LATER) -- DAY
               Cookie slowly turns the pig on a spit over an open fire. The 
               incorrigibles are savoring a victory feast. As always, trusty 
               guards keep an eye on things.
               Off to the side, Blocker is laughing with Ray and Claude. He 
               takes a hit off Ray's bottle of shine. It's not his first, 
               either.
                                     BLOCKER
                         Mark my words, within five years 
                         there's gonna be a colored man playing 
                         in the majors.
                                     RAY
                         Come on, the world hasn't changed 
                         that much.
                                     BLOCKER
                         Maybe not yet. But it will. And I'll 
                         be out of a job. Damn, that's some 
                         tasty hooch.
                                     CLAUDE
                         It's amazing what Ray here can do 
                         with a couple of pounds of potato 
                         skins and some molasses.
                                     RAY
                         So, Blocker, what do you think of 
                         our boy?
                                     BLOCKER
                         I think that boy could be the next 
                         Josh Gibson. I'm gonna talk to the 
                         front office about him, you can bet 
                         on that. Damn, it's getting late. We 
                         got a game in Memphis tomorrow.
               Blocker starts for his car, parked just beyond the gun line.
                                     CLAUDE
                         What about us? Don't forget to mention 
                         us.
                                     RAY
                         We're like his handlers. He can't 
                         function without us.
                                     BLOCKER
                         I'll put in a good word for you. 
                         You've done a good job with that 
                         boy. Thanks for your hospitality.
               Ray and Claude's eyes gleam with hope as Blocker's car rumbles 
               off down the road.
               EXT. SUPERINTENDENT'S MANSION -- NIGHT
               Inside, a woman screams in agony. Then, the HEALTHY CRIES of 
               a new-born baby.
               INT. MAE ROSE'S BEDROOM -- NIGHT
               Superintendent Abernathy paces anxiously in front of a white 
               curtain surrounding Mae Rose's bed. Suddenly, Mrs Abernathy 
               staggers out from behind the curtain with a stricken look on 
               her face. She tries to speak, but words fail her. Her legs 
               go wobbly and she faints dead away.
                                     ABERNATHY
                         Uh, doctor...
               The DOCTOR steps from behind the curtain, drawing it behind 
               him. He checks Mrs. Abernathy's pulse.
                                     DOCTOR
                         She'll be fine. She just had a bit 
                         of a shock.
                                     ABERNATHY
                         Is Mae Rose okay?
                                     DOCTOR
                         She's doing just fine.
                                     ABERNATHY
                         And the baby?
                                     DOCTOR
                              (vague)
                         He's a big one.
                                     ABERNATHY
                         It's a boy! Well, let's get a look 
                         at him.
               Abernathy pushes past the doctor and yanks open the curtain. 
               Mae Rose is propped up in bed, looking exhausted.
                                     ABERNATHY
                         Well, where is he? Where's my new 
                         grandson?
               The NURSE turns around, cradling the baby in her arms. 
               Abernathy gently pulls back the soft blanket. His eyes widen 
               with horror upon discovering that the newest member of the 
               Abernathy family is black.
               EXT. CAMP 8 YARD -- DAY
               Can't Get Right bounces his rubber ball off the wall, catching 
               it on the rebound.
               INT. BUNKHOUSE CAGE -- DAY
               Ray passes around his latest batch of buck as the men discuss 
               Can't Get Right's professional prospects. The thump-thump of 
               the ball on the wall outside plays over.
                                     POKER FACE
                         You really think they'll let him out 
                         of here just to play baseball?
                                     WILLIE
                         Why not? Boy's got God-given talent.
                                     CLAUDE
                         God may have given it, but Claude 
                         Banks spotted it and nurtured it.
                                     RAY
                         Damn straight. I expect those 
                         Pittsburgh Crawdads to remember that.
                                     CLAUDE
                         Crawfords.
                                     RAY
                         Whatever.
                                     COOKIE
                              (glancing out the 
                              window)
                         Heads up, here comes trouble.
               EXT. CAMP 8 YARD -- DAY
               Abernathy drives his sedan up to the bunkhouse. All of his 
               worldly possessions are strapped to the roof. It appears 
               that the Abernathys are leaving town. In the back seat, Mae 
               Rose cradles her baby. Her mother sits next to her. Dillard 
               steps out into the yard to confer with the Superintendent, 
               then turns to address the inmates.
                                     DILLARD
                         Alright, listen up! I want every man 
                         lined up out here in the yard on the 
                         double! Let's move it!
                                     HOPPIN' BOB
                         You heard what the man said! Move 
                         it!
               EXT. CAMP 8 YARD -- DAY
               Abernathy holds his newborn grandson up next to Ray's face. 
               Hmm. Scowling, he moves a little further down the line, 
               scrutinizing the features of each man. He pauses in front of 
               Claude, holds up the baby. Maybe. Abernathy stops in front 
               Goldmouth. Holds up the baby. The possibility makes him 
               shudder. He moves on to Can't Get Right. His eyes narrow.
                                     ABERNATHY
                         I know it was somebody from this 
                         camp. I can feel it in my bones.
               Disgusted, Abernathy hands the baby back to Mae Rose. Then 
               he turns, walks back to Can't Get Right and places a revolver 
               against his head.
                                     ABERNATHY
                         Do you know who the father of that 
                         little chocolated baby is?
               Can't Get Right nods slowly. Abernathy smiles.
                                     ABERNATHY
                         Well, then, who is it?
               Up and down the line, the men brace themselves for the worst. 
               Can't Get Right just grins. Enraged, Abernathy cocks the 
               revolver. That's when Ray steps forward.
                                     RAY
                         The baby's mine, boss.
               Stunned, Abernathy lowers the gun and approaches Ray. Then 
               Claude steps forward.
                                     CLAUDE
                         He's lying, boss. I'm the father of 
                         that baby.
               Confused, Abernathy looks back and forth between the two 
               men. Then Willie steps forward.
                                     WILLIE
                         Actually, it was me, boss. I know I 
                         may look old...
                                     BISCUIT
                         Any fool could see that baby's mine, 
                         boss.
                                     COOKIE
                         I beg to differ. That cute little 
                         rascal belongs to me...
                                     POKER FACE
                         I'm the father...
                                     RADIO
                         I'm the father, boss...
                                     GOLDMOUTH
                         I'm the father...
                                     JANGLE LEG
                         I'm the father...
               And so it goes down the line, until every last man of Camp 8 
               has stepped forward to claim kinship with the Superintendent. 
               Even hard-ass Dillard can't help cracking a smile. Disgusted, 
               confused and thoroughly fed up, Abernathy jams the revolver 
               into his belt and climbs into the car. As he guns the engine, 
               Mae Rose gazes out the back window, smiling one last time at 
               the father of her baby. Can't Get Right smiles back.
                                                               DISSOLVE TO:
               EXT. CAMP 8 YARD -- DAY
               It's visiting Sunday and Ray's Boom Boom Room is in full 
               swing. Sylvia's girls are everywhere. Down at the gunline, 
               Dillard takes his cut from inmates lined up for their turn 
               in the tonk. A FIVE-PIECE PRISON BAND is playing the blues. 
               Nearby, Willie is dispensing Ray's moonshine from a bunkhouse 
               window. He raises a jar in a toast.
                                     WILLIE
                         To Superintendent Abernathy. May he 
                         have many more grandchildren!
               The incorrigibles erupt in boisterous agreement. Claude grabs 
               Can't Get Right and shakes him.
                                     CLAUDE
                         What I want to know is where? When? 
                         How?
                                     WILLIE
                         Wasting your breath, Claude. He ain't 
                         the type to kiss and tell.
               Just then, Rev. Clay and his daughter emerge from the mess 
               hall and start across the yard. It's a good thing the old 
               man is blind because he wouldn't want to see how far his 
               flock has strayed. The Reverend inhales deeply as one of 
               Sylvia's girls passes nearby.
                                     REV. CLAY
                         There's a sweet fragrance in the air 
                         today.
                                     CLAY'S DAUGHTER
                         The magnolias are blooming early 
                         this year, daddy.
               Blissed out incorrigibles enjoy a last dance as the band 
               downshifts into a slow, sultry number. In the midst of the 
               dancers, Claude clings to Sylvia. Nearby, Jangle Leg dances 
               intimately with a YOUNG WOMAN.
               Up on the porch, Ray refreshes Biscuit's drink. Biscuit has 
               been crying and it shows. The liquor probably isn't helping.
                                     RAY
                         Don't take it so hard, Biscuit. She 
                         don't mean nothin' to him.
                                     BISCUIT
                         Hell with him. It ain't that.
               He pulls some folded sheets of paper from his pocket, passes 
               them to Ray.
                                     RAY
                         These are free papers.
                                     BISCUIT
                              (devastated)
                         What am I gonna do out there, Ray? I 
                         can't go home to my mama like this. 
                         I'll get the strap for sure.
                                     RAY
                         Come on, Biscuit, this is good news. 
                         Your mama's gonna break down in tears 
                         when you show up on her doorstep.
               Poker Face leans in.
                                     POKER FACE
                              (sotto)
                         I'll give you three to one she gives 
                         him the strap.
               Ray gives Poker face a shove, then turns back to Biscuit.
                                     RAY
                         It's 1945. It's a different world 
                         now.
                                     BISCUIT
                         Not for me, it ain't.
                                     RAY
                         Well you can't stay here, Biscuit. 
                         This ain't no life for a man. Any 
                         one of these fellas would give their 
                         right arm to be in your shoes. I 
                         sure know I would.
               Ray hands back the papers and heads off to dance with a PRETTY 
               YOUNG WOMAN lingering nearby. Left alone, Biscuit polishes 
               off his moonshine and checks his reflection in the bunkhouse 
               window.
                                     BISCUIT
                         No life on the inside, no life on 
                         the outside...
               He crumples the discharge papers and drops them. Then he 
               steps down from the porch and walks calmly past the dancing 
               prisoners toward the gun line.
               Ray lifts his head off his date's shoulder. Something about 
               the way Biscuit is walking suggests that he isn't going to 
               stop.
                                     RAY
                         Hey, Biscuit...!
               But it's too late. Biscuit crosses the gun line and keeps 
               walking, his eyes focused on the horizon.
                                     TRUSTY
                         Man over the line!
               The band stops playing, the dancers grow still. Dillard turns 
               around and squints.
                                     DILLARD
                         Goddamnit, Biscuit, get back here!
               But Biscuit isn't paying attention. He breaks into a run. 
               Dillard nods to Hoppin' Bob who raises his rifle and draws a 
               bead. But he can't pull the trigger. He lowers his gun.
               Shots ring out from the shooter shacks. Biscuit reels from 
               the impact of the bullets and looks down sadly at the blood 
               spreading across his ring-arounds...
               Prisoners silently gather at the gunline. Jangle Leg pushes 
               his way through the crowd and crosses the gunline without 
               hesitation. Dillard indicates for the shooters to hold their 
               fire. They train their rifles on Jangle Leg as he strides 
               toward his fallen companion. Jangle Leg gently lifts Biscuit's 
               lifeless body into his big arms and somberly carries him 
               back toward the camp. The CAMERA RISES HIGH OVERHEAD as the 
               prisoners make way for Jangle Leg to cross back over the 
               gunline.
               INT. BUNKHOUSE -- DAY
               A dark mood hangs over the men. Jangle Leg sits stoically as 
               Radio fiddles with his receiver. Nearby, Poker Face and Ray 
               play a listless game of gin rummy. Claude is thumbing 
               distractedly through a dog-eared copy of Baseball Digest.
                                     RADIO
                         Hey, fellas, I got Chicago.
               But nobody can muster much enthusiasm for this news. Radio 
               shrugs and drops down on his bunk.
               Just then, Can't Get Right walks past heading for the door. 
               He's dressed in civilian clothes, his bindle slung over his 
               shoulder.
                                     CLAUDE
                         Hey, Can't Get Right, where you going? 
                         Why you dressed like that?
               Can't Get Right holds out a piece of paper which Ray 
               scrutinizes.
                                     RAY
                         It's a pardon from the governor.
                                     CLAUDE
                         Let me see that.
               The incorrigibles gather around for a glimpse at Can't Get 
               Right's ticket to freedom.
                                     CLAUDE
                         Where'd you get this?
               Can't Get Right nods out the window. Stan Blocker is waiting 
               by his car.
               EXT. CAMP 8 YARD -- DAY
               Claude storms across the yard and stops at the gun line. Ray 
               is a few steps behind.
                                     CLAUDE
                         Yo, Blocker, what's going on here?
                                     BLOCKER
                         Kid's getting out. I got him a pardon.
                                     CLAUDE
                         Yeah, but what about me and Ray? I 
                         didn't see our names on that pardon. 
                         You said you were gonna put in a 
                         good word for us.
                                     BLOCKER
                         I did, Claude. I mentioned you. I 
                         mentioned you both. But the fact is, 
                         pardons don't come cheap. The kid 
                         can hit. What can you do?
               This hits Claude hard.
                                     RAY
                         Let it go, Claude.
                                     CLAUDE
                         I'm not gonna let it go. The man 
                         needs to explain himself. Makin' 
                         promises.
                                     BLOCKER
                         Look, I am truly sorry about this. 
                         I'd like to help you...
                                     CLAUDE
                         But you can't.
                                     BLOCKER
                         At least the kid's getting out. Isn't 
                         this what you wanted?
               Claude looks around as the incorrigibles begin to gather. 
               He's on the spot. Dillard approaches with Can't Get Right. 
               Claude looks into the big kid's eyes.
                                     CLAUDE
                              (resigned)
                         Yeah. Of course it is.
               Steeling himself to the reality of the situation, Claude 
               gives Can't Get Right a hug.
                                     CLAUDE
                         You show them Crawfords how to play 
                         ball.
                                     RAY
                         Make 'em throw strikes.
               Can't Get Right nods. He steps up to the gun line and looks 
               at both shooter shacks.
                                     DILLARD
                         It's alright. You're a free man now.
               Can't Get Right steps across the gun line. Blocker opens the 
               car door for him. But before he climbs in, Can't Get Right 
               reaches into his pocket and pulls out his rubber ball. With 
               a smile, he tosses it to Claude, who snatches it out of the 
               air.
                                     BLOCKER
                         Don't worry, we'll take good care of 
                         him.
               Blocker tips his hat and climbs behind the wheel. Claude and 
               Ray watch Blocker's car drive off under a red Mississippi 
               sunset. Slowly, the inmates drift back toward the bunkhouse 
               until Ray an Claude are left alone at the gun line.
                                     RAY
                         One of the new kids said they're 
                         farming those acres just north of 
                         the swamp. He said he saw a crop 
                         duster flying around the place.
                                     CLAUDE
                         I'm not in the mood right now, Ray.
                                     RAY
                         He said they keep it parked out behind 
                         the barn. Can't be that hard to fly 
                         a plane. Lots of people do it.
                                     CLAUDE
                         They're called pilots! I'm serious, 
                         Ray. I'm not in the mood for one of 
                         your stupid, fucked-up plans right 
                         now.
                                     RAY
                         I don't see you coming up with any 
                         plans.
                                     CLAUDE
                              (getting mad)
                         My plan is on his way to Pittsburgh 
                         right now. That congenital idiot 
                         just got himself a pardon signed by 
                         the governor thanks to us, but we 
                         can't seem to do nothing for 
                         ourselves. Don't you feel a little 
                         disgusted right now?
                                     RAY
                         Crop duster.
                                     CLAUDE
                         I ain't getting in no airplane with 
                         you. I'm finally wrapping my mind 
                         around the concept. They threw us in 
                         this shithole for life. Don't you 
                         get it, Ray? We're gonna die here! 
                         Might as well head up to the cemetery, 
                         pick a plot and start digging.
               Suddenly enraged, Ray hauls off and knocks Claude down with 
               a solid right. Surprised, Claude touches his bloody lip.
                                     RAY
                         My daddy died in prison. He gave up 
                         hope and hung himself. What you're 
                         talking about is the same damn thing. 
                         That ain't how I'm going.
                                     CLAUDE
                         Maybe you're fooling yourself, Ray. 
                         Maybe you're just a chip off the old 
                         block.
                                     RAY
                         Take that back or we ain't friends 
                         no more, Claude Banks.
                                     CLAUDE
                         Here's a news flash, Ray. We never 
                         were friends. We've just been stuck 
                         together for 12 years. It's been 
                         nothing but bad luck since the moment 
                         I ran into you. Every time I look at 
                         you I get sick to my stomach thinking 
                         about what my life could have been 
                         if I'd never bumped into Ray Gibson.
               A hard look comes to Ray's eyes as Claude rises to his feet.
                                     RAY
                         Better watch yourself Claude, before 
                         you say something you regret.
                                     CLAUDE
                         The only thing I regret is the day I 
                         met you.
                                     RAY
                         Well, if that's the way it is...
                                     CLAUDE
                         That's the way it is.
                                     RAY
                         Then I have nothing left to say to 
                         you.
               Ray walks away, leaving Claude to nurse his split lip.
                                     CLAUDE
                         You never said nothing of value 
                         anyway.
               INSERT -- TIME PASSAGE
               A. In his Pittsburgh Crawfords uniform, Can't Get Right lays 
               into a fast ball, sending it soaring into the bleachers...
               B. People dance in the street in Time Square, marking the 
               end of WWII...
               C. Hoppin' Bob drops a package on Ray's bunk. Ray rips off 
               the brown paper to reveal a book: "So You Want to Learn to 
               Fly..."
               D. Claude and Sylvia make love in the tonk house...
               E. In the mess hall, Ray pointedly carries his tray past a 
               table where Claude sits with Willie...
               F. An A-bomb explodes in the Bikini Atolls...
               G. Jimmy Stewart hugs his wife and children at the end of 
               "It's a Wonderful Life"...
               H. Jackie Robinson slides across home plate at Ebbets Field...
               I. Ray runs full tilt across a field toward a barn. Sure 
               enough, there's the single engine crop duster parked right 
               where he said it would be...
               J. Claude and another INMATE repair a hole in the bunkhouse 
               roof. They dive for cover as Ray's crop duster swoops low 
               overhead and dips out of sight beyond the trees. A puff of 
               smoke rises into the sky...
               K. Soot-stained, Ray is marched to the hole and shoved 
               inside...
               L. Newly elected president Harry Truman holds up a copy of 
               the Chicago Tribune baring the headline "Dewey Defeats 
               Truman"...
               M. RCA unveils the first color television...
               N. Cars pull up next to speaker poles in front of a drive-in 
               movie screen...
               O. In the bunkhouse, early rock and roll plays on a modern 
               1950s radio that sits where the old vacuum tube receiver 
               used to be. A YOUNG TOUGH now occupies Radio's old bunk...
               P. At the poker table, Poker Face slumps forward onto his 
               pile of chips, revealing a straight flush. The other men 
               quickly fold...
               Q. With a TRUSTY standing guard, Claude and Ray silently 
               shovel dirt into Poker Face's grave. The CAMERA MOVES past 
               gravemarkers -- Biscuit, Jangle Leg, Radio...
               R. Marilyn Monroe's skirt rises on a blast of subway air in 
               "The Seven-Year Itch"...
               S. Rosa Parks is arrested for refusing to sit in the back of 
               the bus...
               T. Elvis Presley creates a sensation on the Ed Sullivan 
               Show...
               U. School children learn to "duck and cover" in the event of 
               nuclear attack...
               V. The inmates of Camp 8 work to level a road. Ray's on one 
               side, Claude's on the other...
               W. Prisoners mingle with friends and family on visiting 
               Sunday. Claude waits on the bunkhouse steps. His face 
               brightens when Sylvia appears...
               X. Blacks sit-in at lunch counters in Greensboro, N.C...
               Y. Kennedy is elected...
               Z. OMITTED...
               AA. Martin Luther King delivers his "I have a dream" speech 
               at the Lincoln Memorial...
               BB. The Zapruder footage of Kennedy being shot...
               CC. American soldiers jump down from helicopters and run for 
               the jungles in Vietnam...
               DD. Ford introduces the 1965 Mustang...
               EE. The assassination of Malcolm X...
               FF. Muhammad Ali looms over Sonny Liston, asking "What's my 
               name?"...
               GG. The CAMERA MOVES past more gravemarkers -- Hoppin' Bob, 
               Goldmouth -- to find Claude and Ray silently shoveling dirt 
               over another casket. Ray pounds a simple marker into the 
               ground: Cookie. Briefly, they lock eyes. But neither one 
               speaks and the moment passes...
               HH. Go-Go dancers...
               II. Mao Tse Tung...
               JJ. Jimi Hendrix at the Monterey Pop Festival...
               KK. TV's Batman and Robin battle the forces of evil in Gotham 
               City...
               LL. Black Panthers...
               MM. Peace Protesters...
               NN. The death of Martin Luther King...
               OO. Robert Kennedy...
               PP. Neil Armstrong sets foot on the moon...
               QQ. Vida Blue rears back and fires a pitch in the 1972 World 
               Series...
               EXT. CAMP 8 YARD -- DAY
               On the porch, Willie, now in his 70s, sits in a wheelchair 
               watching the ball game on a black-and-white television. A 
               TRUSTY waits nearby. Ray, now in his mid-60s, emerges from 
               the bunkhouse lugging a duffle bag.
                                     RAY
                         Alright Willie, I think I got 
                         everything. I'll talk to Dillard, 
                         see if I can get up to the infirmary 
                         and check up on you. Make sure they're 
                         changing your diapers regular.
                                     WILLIE
                         They'll be sending you up there soon 
                         enough. And not just for a visit, 
                         neither.
                                     RAY
                              (leaning in)
                         I slipped in a couple of bottles of 
                         my latest batch. Help wash down all 
                         them pills they'll be giving you.
               He gives Willie a slap on the back and nods to the trusty. 
               The trusty wheels the old man across the yard where YOUNG 
               PRISONERS mingle with WIVES and FAMILY MEMBERS sporting the 
               fashions of the early '70s -- Afros, mutton chops, paisley 
               prints and bell-bottom pants.
               ACROSS THE YARD
               Looking old-style, Claude sits on the mess hall steps waiting 
               for Sylvia. He catches Willie's eye. The two men nod to each 
               other, an unspoken farewell. Then Claude turns to find Ray 
               looking at him from the bunkhouse steps. Ray and Claude hold 
               each others gaze for a moment. Then Ray heads back into the 
               bunkhouse.
                                     YVETTE
                              (off)
                         Are you Claude Banks?
               Claude turns to face YVETTE, a pretty young woman.
                                     CLAUDE
                         Yeah.
                                     YVETTE
                         My name's Yvette. Sylvia sent me. 
                         You look just like she said.
                                     CLAUDE
                         She's alright, isn't she?
                                     YVETTE
                         Oh, she's fine. She's just not coming 
                         today.
                                     CLAUDE
                         Why not?
                                     YVETTE
                         She got married last month.
                                     CLAUDE
                         Married?
                                     YVETTE
                         Real nice guy, too. Trumpet player. 
                         They moved down to New Orleans.
               Claude takes this in, staring off into space.
                                     YVETTE
                         She always said that if you were on 
                         the outside...
                                     CLAUDE
                         But I'm not on the outside. I'm in 
                         here.
                                     YVETTE
                         I know she's sorry she won't be seeing 
                         you anymore. Anyway, she wanted me 
                         to take care of you.
                                     CLAUDE
                         Take care of me?
                                     YVETTE
                         You know, go to the tonk or whatever.
                                     CLAUDE
                         I'm too old for you. Besides, I'm 
                         not much in the mood.
                                     YVETTE
                         Want me to come back some other time?
                                     CLAUDE
                              (shaking his head)
                         Nice girl like you don't belong in a 
                         place like this. But if you talk to 
                         Sylvia, tell her old Claude said 
                         congratulations.
               EXT. CAMP 8 YARD -- DAY
               Claude stands at the gun line, staring across at the Dillard 
               house. Mrs. Dillard places a couple of pies on the windowsill 
               to cool.
                                     CLAUDE
                         Whites-only pies...
               Suddenly, he makes a break for the Dillard house.
                                     TRUSTY
                         Man over the line!
               Ray turns to see Claude dashing across no-man's land. Shots 
               ring out from the shooter shack, kicking up dirt around 
               Claude's feet as he serpentines across the field.
               EXT. DILLARD'S HOUSE -- DAY
               Breathless, Claude makes it to the kitchen window and digs 
               his hand into the golden-brown crust, shoving a sloppy fistful 
               of pie into his mouth. More shots ring out. Bullets PING all 
               around him. Grabbing the pie, he darts around the side of 
               the building, out of range. Back against the wall, he drops 
               down on his haunches, snarfing pie like a hungry wolf.
               EXT. CAMP 8 YARD -- DAY
               A case of empty Coke bottles sits in the middle of the yard, 
               glinting in the hot sun. His face smeared with boysenberry, 
               Claude finishes taking off his boots and socks and steps 
               barefoot onto the bottles.
                                     DILLARD
                         Comfortable?
                                     CLAUDE
                         As a pair of fur-lined bedroom 
                         slippers, boss.
                                     DILLARD
                         We'll see what those slippers feel 
                         like after, say, 24 hours. And if 
                         you step down off them bottles -- if 
                         one toe so much as touches the dirt -- 
                         one of these boys is gonna shoot you 
                         dead. Let's see. We need a special 
                         man for this job.
               He takes a trusty's rifle and moves among the inmates, who 
               have gathered around. He stops when he gets to Ray.
                                     DILLARD
                         How about it, Ray?
               Ray glances at Claude, then back at Dillard.
                                     DILLARD
                         I'll make you trusty right now. If 
                         that pie-eatin' son of a bitch falls 
                         off those bottles and you have to 
                         shoot him, I'll see to it you get a 
                         pardon. Hell, I'll personally escort 
                         you out the gate.
               Dillard offers the rifle to Ray, who doesn't have to think 
               too long.
                                     RAY
                         You don't want to give me a gun, 
                         boss. I'm liable to use it on you.
               EXT. CAMP 8 YARD -- SUNDOWN
               Ray's been given the same treatment as Claude. Barefoot, 
               balanced on Coke bottles, the two men stand a few feet apart 
               facing each other. A trusty with a rifle keeps an eye on 
               them. After years of silence, the tension reaches the breaking 
               point...
                                     CLAUDE
                         You're a sucker. I'd have taken that 
                         deal.
                                     RAY
                         Excuse me? Are you talking to me?
                                     CLAUDE
                         I'd have knocked you off those 
                         bottles, put a bullet in your ass 
                         and be half way to New York right 
                         now.
                                     RAY
                         After all these years of blissful 
                         silence, I almost forgot how annoying 
                         the sound of your voice can be.
                                     CLAUDE
                         I hope you don't think I owe you 
                         anything. Because I don't owe you a 
                         damn thing.
                                     RAY
                         I didn't do if for you, anyway. I 
                         just ain't no boot-licking trusty, 
                         that's all.
               The trusty tightens his grip on his rifle. He'd love the 
               opportunity.
                                     CLAUDE
                         I was sorry to hear about your mama 
                         passing.
                                     RAY
                         That was five years ago.
                                     CLAUDE
                         I know, but since we're talking, I 
                         thought I'd mention it.
                                     RAY
                         We're not talking, you're talking, 
                         and doing too damn much of it, if 
                         you ask me.
               They stand in stony silence. Then Ray starts to laugh. A 
               long, low belly laugh.
                                     CLAUDE
                         What?!
                                     RAY
                         You sure looked funny running for 
                         those pies, bullets flying all around 
                         you.
                                     CLAUDE
                         Bullets weren't the problem. That 
                         pie was too hot. Burned my tongue.
               The two men start to laugh. Really laugh. Nearly a decade's 
               worth of laughter comes welling up out of them, and they 
               nearly lose their balance, which only makes them laugh harder.
               EXT. CAMP 8 YARD -- DAY
               A trusty bangs the rap iron. Young prisoners pour from the 
               bunkhouse and line up for breakfast. Claude and Ray bring up 
               the rear, the elder statesmen of the bunch. By a long shot.
                                     DILLARD
                         Fourteen acres today and only 12 
                         hours of daylight! Eat up and move 
                         it out! Gibson! Banks! Get your sorry 
                         asses over here!
               Claude and Ray step out of line and approach Dillard.
                                     DILLARD
                         Every morning I wake up praying that 
                         Ray Gibson and Claude Banks have 
                         died in their sleep and every morning 
                         you disappoint me.
                                     RAY AND CLAUDE
                         Sorry, boss.
                                     DILLARD
                         I stand before you a defeated man. 
                         Try as I might, I can't seem to break 
                         you. I swear, if they dropped a 
                         nuclear bomb on this camp, you and 
                         the cockroaches would be the only 
                         things left. But starting today at 
                         least I won't have to endure your 
                         presence any longer. You've got 
                         fifteen minutes to clear out your 
                         footlockers. You're both being 
                         reassigned to the Superintendent's 
                         mansion. And I, for one, will not 
                         miss you.
               Ray and Claude share a look. Then Ray embraces Dillard, who 
               stoically endures the breach of his personal space.
                                     RAY
                         I always wanted to do that.
                              (sighing)
                         There is so much love inside of this 
                         man.
               EXT. SUPERINTENDENT'S MANSION -- DAY
               Up on the porch, Claude brings a tray of minted iced tea to 
               Superintendent Wilkins, who sets aside his bible and washes 
               down a couple of pills.
               Before going back inside, Claude can't resist taunting Ray, 
               busy trimming a hedge out in the hot sun.
                                     CLAUDE
                         Oh, yard boy, these pansies could 
                         use some attention over here. Perhaps 
                         some fertilizer would restore their 
                         exuberance.
               EXT. MARSH -- DAY
               Claude and Ray beat the bulrushes with switches, rustling a 
               couple of pheasants from their hiding spot. As the birds 
               take wing, Wilkins aims his shot gun and fires twice in rapid 
               succession. Both birds fall from the sky in a flutter of 
               feathers.
               OMITTED
               Sequence omitted from original script.
               OMITTED
               Sequence omitted from original script.
               INT. SUPERINTENDENT'S MANSION -- DAY
               Claude fills Wilkins' water glass as the Superintendent takes 
               a bite of lamb chop and winces in pain.
                                     WILKINS
                         Damn dentures slipping again. 
                         Everything falls apart when you grow 
                         old, eh, Claude? Time sure marches 
                         on.
                                     CLAUDE
                         Yes, boss.
                                     WILKINS
                         You know, I'm fixing on retiring at 
                         the end of the summer, gonna try to 
                         enjoy what few years I have left. 
                         What do you think of this place? 
                         It's one of those new retirement 
                         communities down on the Gulf.
               Claude glances at a glossy brochure. From outside, Ray peers 
               suspiciously through the dining room window as he hacks at a 
               rose bush.
                                     CLAUDE
                         Ocean views, palm trees, two heated 
                         swimming pools and a golf course -- 
                         sounds a damn sight better than that 
                         infirmary across the way where I'm 
                         gonna end up.
               Claude returns the brochure.
                                     WILKINS
                         I apologize, Claude. That was rude 
                         of me.
                                     CLAUDE
                         That's alright, boss. Takes a lot 
                         more than a colorful brochure to 
                         hurt my feelings.
                                     WILKINS
                         You been on the farm for quite a 
                         spell, haven't you?
                                     CLAUDE
                         Over forty years now. Me and Ray 
                         Gibson out there.
               Wilkins glances over at the window. Ray ducks out of view.
                                     WILKINS
                         Forty years. That's a long time for 
                         any crime, even murder.
                                     CLAUDE
                         It's a hell of a lot longer when 
                         you're innocent.
                                     WILKINS
                         Half the men in this prison swear 
                         they're innocent. Don't you think 
                         that's kinda funny?
                                     CLAUDE
                         You have to forgive me if I don't 
                         laugh.
               Claude pushes back into the kitchen, leaving Wilkins to think 
               this one over.
               INT. SERVANTS' QUARTERS -- NIGHT
               Ray and Claude are getting ready for bed.
                                     RAY
                         You and Wilkins sure are getting 
                         chummy. You two planning on going 
                         steady, or something?
                                     CLAUDE
                         He's just a lonely old man. He likes 
                         to talk.
                                     RAY
                         Hey, I'm a lonely old man. I like to 
                         talk, too. So why don't we start by 
                         talking about what kind of a plan 
                         you're working on?
                                     CLAUDE
                         I'm not working on a plan.
                                     RAY
                         You can't fool me, Claude. I know 
                         you got something brewing.
                                     CLAUDE
                         Goodnight, Ray.
               Claude punches his pillow and turns off the light.
               EXT. SUPERINTENDENT'S MANSION -- DAY
               Ray hacks a rose bush down to the nub. From the garage comes 
               the sound of an engine turning over. Wilkins' 1973 Lincoln 
               Continental convertible lurches down the drive with Claude 
               at the wheel. He screeches to a halt inches from Ray's legs 
               and climbs from the car.
                                     RAY
                         What the hell are you doing?
                                     CLAUDE
                         Don't touch that car.
               Claude pulls out a hanky and buffs Ray's finger print off 
               the hood.
                                     CLAUDE
                         Wilkins' driver's got the flu, so he 
                         asked me to fill in for him.
                                     RAY
                         You haven't driven in 40 years, you 
                         ain't even got a license. Man's taking 
                         his life in his hands, putting you 
                         behind the wheel! Where you taking 
                         him?
                                     CLAUDE
                         Greenville. We're picking up the new 
                         Superintendent at the bus station.
               Ray scowls as Claude straightens his chauffeur uniform and 
               heads up the path to the mansion.
               EXT. GREENVILLE BUS STATION -- DAY
               Claude pulls up in front of the station, steps out of the 
               car and holds the door for Wilkins, who checks his watch.
                                     WILKINS
                         You know I trust you, Claude.
                                     CLAUDE
                         Yes, sir.
                                     WILKINS
                         I'll be right back.
               Wilkins heads into the station, leaving Claude alone with 
               the Continental. All around him are the sights, sounds and 
               smells of the free world. A woman rushes into the arms of a 
               man as he climbs off a bus. Across the street is Grandma 
               Dodi's Pork Rib Joint where Cookie never made it to the peach 
               cobbler. A young brother with a boom box walks by. In the 
               street, kids crowd around the back of an ice cream truck. 
               Then Claude catches his reflection in the car window and 
               frowns. When did he get this old? Unnerved, he moves around 
               to the back of the car and pops open the trunk.
                                     RAY
                              (sitting up)
                         Damn, it was getting hot in there.
                                     CLAUDE
                         What the hell are you doing in that 
                         trunk?!
                                     RAY
                         You didn't think I was gonna let you 
                         escape alone, did you?
                                     CLAUDE
                         I ain't escaping! We're picking up 
                         the new super just like I told you.
                                     RAY
                         Then you're lucky I came along. 
                         Doesn't take a visionary to spot a 
                         golden opportunity like this. Now 
                         help me out of this trunk.
                                     CLAUDE
                         You ain't getting out of that trunk.
                                     RAY
                         Come on, man, I'm starting to cramp 
                         up here.
                              (Ray struggles out of 
                              the trunk)
                         We have the chance right here, right 
                         now, I say we go!
                                     CLAUDE
                         Go where, Ray?
                                     RAY
                         Back to New York for starters.
                                     CLAUDE
                         And what will we do when we get there? 
                         I'm sixty-five years old, Ray. So 
                         are you. What are we gonna do out 
                         here? Get married, have kids, settle 
                         down? That boat sailed without us, 
                         man.
                                     RAY
                         This boat's gonna sail without you, 
                         too. I don't care if I last one day 
                         out here. At least it's one day of 
                         freedom. Now gimme those keys.
                                     CLAUDE
                         Forget about that. You run if you 
                         want to, but you're not taking this 
                         car.
                                     RAY
                         Claude, man, I'm serious. Give me 
                         those keys.
                                     CLAUDE
                         I ain't spending a month in the hole 
                         so you can take a joy ride.
                                     RAY
                         Don't make me take them away from 
                         you.
                                     CLAUDE
                         Hey, there's Wilkins!
               Ray looks, Claude clocks him. Ray slumps back into the trunk. 
               Claude stuffs Ray's legs back into the trunk and slams the 
               lid.
                                     CLAUDE
                         Who's driving now, bitch?
               He looks up just as Wilkins and the new superintendent exit 
               the bus station. Warren Pike's hair has gone grey and he's 
               40 years older, but there's no mistaking the former sheriff 
               of Natchez County. He still bears a nasty scar on his cheek 
               from a wound inflicted long ago.
               CLAUDE'S POV -- Pike appears as a young man in his sheriff's 
               uniform striding slowly toward him.
               Claude blinks and looks again. Pike has returned to his old 
               self as he and Wilkins step up.
                                     PIKE
                              (dropping his bags)
                         There you go, boy.
               Oblivious, Pike climbs into the back seat. Wilkins nods to 
               Claude.
                                     WILKINS
                         Come on, Claude, time to go.
               Claude snaps to it, grabbing the bags. He considers opening 
               the trunk, but decides to carry them around to the front 
               seat with him.
               EXT. KITCHEN PORCH -- DUSK
               Backs to the CAMERA, Ray and Claude urinate, presumably off 
               the porch.
                                     RAY
                         You sure it was him?
                                     CLAUDE
                         Some faces you just don't forget. 
                         Warren Pike's is one of 'em.
                                     RAY
                         I don't like it, I don't like it one 
                         bit. We shoulda taken that car when 
                         we had the opportunity. We'd be half 
                         way to New York by now.
                                     CLAUDE
                         We'd be in the hole by now. Hey, 
                         man, you're peeing on my shoe.
                                     RAY
                         I know. Simultaneously, they shake 
                         and zip. Claude bends down and picks 
                         up a bowl of gumbo, placing it on a 
                         tray next to an identical one.
               INT. DINING ROOM -- NIGHT
               Wilkins pours a frosty drink and offers it to Pike.
                                     WILKINS
                         Lemonade?
                                     PIKE
                         I prefer bourbon.
                                     WILKINS
                         I'm sorry, I don't keep any liquor 
                         in the house.
                                     PIKE
                         Well, fortunately, I carry my own.
               Pike pulls a flask from his jacket and tilts it high. Claude 
               enters from the kitchen with the two steaming bowls of gumbo.
                                     WILKINS
                         Hunting's been pretty good on the 
                         farm the last few years. It's one of 
                         the perks of the job. If you're 
                         interested, tomorrow I could show 
                         you some of my favorite spots.
                                     PIKE
                         You don't have to twist my arm.
                              (digging in)
                         Say now, that gumbo has quite a kick.
                                     WILKINS
                         Thank you, Claude. That'll be all 
                         for tonight.
                                     CLAUDE
                         Goodnight, Mr. Wilkins. Mr. Pike.
                                     WILKINS
                         Goodnight, Claude.
               Pike nods coldly. Claude steps back into the kitchen.
                                     PIKE
                         If you don't mind my saying, you 
                         seem mighty familiar with your house 
                         boy.
                                     WILKINS
                         I believe in treating the convicts 
                         with respect, if that's what you 
                         mean.
                                     PIKE
                              (sarcastic)
                         Respect? Well, isn't that progressive.
                                     WILKINS
                         If somebody deserves respect, Mr. 
                         Pike, they receive it from me, convict 
                         or no convict.
               Pike curls his lip with disdain before taking a healthy 
               spoonful of gumbo.
               EXT. MARSH -- DAY
               Claude and Ray beat the bullrushes with switches. Amid a 
               flutter of wings, three pheasants take to the air. Wilkins 
               fires first, knocking one out the sky. Pike pulls off two 
               rounds, playing clean up.
               EXT. FIELD -- DAY
               Ray and Claude dump their game bags into the back of a pickup 
               truck. Nearby, Pike drains his flask while Wilkins scrapes 
               mud off his boots. The breeze picks up, clouds fill the sky.
                                     WILKINS
                         Well, that's a pretty good haul. 
                         What do you say, Mr. Pike? Ready to 
                         call it a day?
               Pike pulls a gold watch from his pocket and releases the 
               face plate. A familiar mechanical tune floats on the gathering 
               breeze. Ray turns around slowly. His eyes fall on the watch 
               in Pike's hand. His daddy's watch. In Pike's hand.
                                     PIKE
                         Yeah, it's getting late. I could 
                         sure use a bath.
                                     RAY
                         That's a real nice watch you got 
                         there, sir. Fancy old thing even 
                         plays a little tune.
                                     PIKE
                         Yeah, it's special. They don't make 
                         'em like this anymore.
                                     RAY
                         Sure don't. Mind if I ask where you 
                         got it?
                                     PIKE
                         Why, my wife gave it to me on our 
                         anniversary some years back.
               Claude looks at the watch, then at Ray. Uh oh.
                                     RAY
                         Must have been some time ago. Maybe 
                         forty years?
                                     PIKE
                              (eyes narrowing)
                         Something like that, yes.
                                     RAY
                         She give you that scar, too?
               Pike thrusts the barrel of his gun up under Ray's chin.
                                     PIKE
                         I oughta shoot you for that comment, 
                         boy.
                                     RAY
                         Like you shot Winston Hancock?
               Wilkins turns to see Pike holding Ray at gunpoint.
                                     WILKINS
                         What's going on here?
                                     PIKE
                         I'm afraid I'm gonna have to teach 
                         this uppity nigger a lesson in 
                         manners.
                                     RAY
                         That's Mr. Uppity Nigger to you.
               Ray grabs the barrel of the shotgun and slams it into Pike's 
               face. Pike rolls over and freezes, staring down the barrel 
               of his own gun now in Ray's hands. Confused, Wilkins points 
               his gun at Ray.
                                     CLAUDE
                         Cool it, Ray. You're gonna get us in 
                         a lot of trouble.
                                     WILKINS
                         He's right, Gibson. Put down the gun 
                         and we'll work this out.
                                     RAY
                         I'm gonna work this man's brains out 
                         the back of his head.
                                     PIKE
                         Shoot him, Wilkins!
                                     CLAUDE
                         Don't shoot, sir. I can deal with 
                         this.
                              (cautiously)
                         Ray, buddy, you don't want to shoot 
                         this white man. See, you do that, 
                         they'll kill you for sure. And it's 
                         not that I like you or anything, but 
                         I've kinda gotten used to having you 
                         around.
                                     RAY
                         He's got my daddy's watch, Claude. I 
                         always knew whoever took that watch 
                         killed Winston Hancock. And that was 
                         you, Mr. Pike.
                                     PIKE
                         He's crazy. Don't listen to him, 
                         Wilkins.
                                     WILKINS
                         Do you realize what your saying, 
                         Gibson?
                                     RAY
                         That watch was the only thing my 
                         daddy ever gave me. It meant the 
                         world to me.
                                     PIKE
                         Goddamn it, Wilkins, would you please 
                         just shoot the nigger!
                                     RAY
                         He shoots me, I swear I'll take you 
                         with me! I just want to hear you say 
                         it.
                                     WILKINS
                         Is there any truth to what he's 
                         saying, Pike?
                                     PIKE
                         What difference does it make? Natchez 
                         was better off without Winston 
                         Hancock! Who cares if a couple of no-
                         account bootleggers went to jail for 
                         his killing? At least the state of 
                         Mississippi got 40 years of cheap 
                         labor out of the deal!
                                     CLAUDE
                         Forty years of cheap labor! Gimme 
                         that gun.
               Claude grabs for the gun.
                                     RAY
                         No, I'm gonna kill him --
                                     CLAUDE
                         No, believe me, I'm gonna kill him!
               Claude yanks the gun free and points it right in Pike's face. 
               Wilkins trains his gun on Claude. But the moment passes. 
               Claude lowers the gun. Bewildered, Wilkins does the same.
                                     CLAUDE
                         I can't do it.
                                     RAY
                         That's because you're soft. Gimme 
                         the gun.
                                     CLAUDE
                         What'd you say?
                                     RAY
                         I said you're soft.
                                     CLAUDE
                         Don't call me soft, I hate it when 
                         you call me that.
               Ray mouths the word -- "soft." Claude clenches his jaw, points 
               the gun and pulls the trigger. Click.
               Pike smirks and pulls a small gun from his boot. But as he 
               raises it -- BLAM! Pike is hurled backward by a shotgun blast. 
               Shocked, Ray and Claude look at Wilkins, his gun still smoking 
               in his hands.
               After a significant beat, Ray reaches down and gingerly 
               retrieves his daddy's gold pocket watch.
                                     RAY
                         I believe this is mine.
               EXT. SUPERINTENDENT'S MANSION -- DAY
               A gurney carrying Pike's body is lifted into the back of a 
               van by two COUNTY CORONERS. Nearby, a distraught Wilkins 
               tells his story to a couple of SHERIFF'S DEPUTIES.
                                     WILKINS
                         ...I was drawing a bead on a bird 
                         when Mr. Pike just stepped into my 
                         line of fire.
                                     DEPUTY #1
                         Where were the two convicts when the 
                         shot was fired?
                                     WILKINS
                         They were busy loading up the truck. 
                         We got him back here as quick as 
                         possible, but... I just feel terrible 
                         about this...
               INT. MANSION -- DAY
               Ray and Claude watch through the window as Wilkins talks to 
               the deputies.
                                     CLAUDE
                         Why don't he just tell 'em the truth?
                                     RAY
                         He knows nobody wants to hear the 
                         truth.
               One of the deputies pats Wilkins sympathetically on the back. 
               Then he and his partner put away their notebooks and head 
               for their vehicle. Wilkins heads up the steps and into the 
               house.
                                     WILKINS
                         Well, I think they bought it. One of 
                         the deputies belongs to my church.
               Visibly shaken, Wilkins takes a seat, wiping the sweat from 
               his brow with a handkerchief.
                                     WILKINS
                         I realize there's no way... There's 
                         nothing I can say to make up for 
                         forty years... I'll have Charlotte 
                         prepare those pardon papers right 
                         away.
               Wilkins winces and swallows a couple of pills from his box.
                                     WILKINS
                         Claude, mind helping me to the 
                         bathroom?
                                     CLAUDE
                              (giving him a hand)
                         Sure, boss.
                                     WILKINS
                         I'm not your boss. Not anymore.
               EXT. PRISON CEMETERY (PRESENT) -- DAY
               Jake looks at Willie expectantly.
                                     JAKE
                         So Ray and Claude got their pardons, 
                         right?
                                     LEON
                              (smacking him)
                         No, they didn't get their pardons, 
                         you dumb shit! If they'd got their 
                         pardons way back then, we wouldn't 
                         be burying them today, would we?
                                     JAKE
                              (chewing on it)
                         Oh, right. Well, why didn't they get 
                         those pardons?
                                     WILLIE
                         Old man Wilkins' never came out of 
                         that bathroom. Died right there on 
                         the crapper.
                                     LEON
                         Just like Elvis.
                                     WILLIE
                         Of course nobody believed Ray and 
                         Claude.
                                     JAKE
                         That musta messed 'em up pretty bad.
                                     LEON
                         What happened to 'em after that, 
                         Willie?
                                     WILLIE
                         After that? Well, let's see. After 
                         that they got old. We all got old.
               EXT. INFIRMARY -- DAY
               Ray and Claude, now in their nineties, sit under a tree in 
               the courtyard listening to a Yankees game on a transistor 
               radio.
                                     RAY
                         Nurse Humphries was checking my 
                         prostate this morning. I got an 
                         erection.
                                     CLAUDE
                         An erection, huh? Haven't had one of 
                         those in a while.
                                     RAY
                         Tell me about it. Scared me at first. 
                         Then, before I could figure out what 
                         to do with it, it was gone. Imagine 
                         my disappointment.
               On the radio, the announcer voice rises in pitch as the 
               Yankees score. Ray and Claude share a satisfied look.
                                     CLAUDE
                         Sure would like to see the house 
                         that Ruth built one more time.
                                     RAY
                         Well, Ruth shoulda built it a little 
                         better. Damn thing's falling to 
                         pieces. Gonna hurt somebody.
                                     CLAUDE
                         What do you expect? It's almost as 
                         old as we are.
                                     RAY
                         They oughta tear that shit down and 
                         ship them Yankees cross the river to 
                         Jersey.
                                     CLAUDE
                         Remember what that place looked like 
                         on a sunny spring day? More beautiful 
                         than any church I was ever in.
               TWO ORDERLIES push a DEAD BODY past on a squeaking gurney.
                                     CLAUDE
                         Looks like old Jonesy finally got 
                         his walking papers.
               Ray tips his flask in a simple salute.
                                     RAY
                         Over to the morgue and up the hill 
                         to the cemetery. Never thought I'd 
                         admit it, Claude, but you were right.
                                     CLAUDE
                         'Course I was right. About what?
                                     RAY
                         You're the one who said that 
                         boneyard's the only way we're getting 
                         out of here. We're gonna join all 
                         the rest of 'em soon enough. Jangle 
                         Leg, Biscuit, Goldmouth, Poker Face, 
                         Cookie, Radio -- yes sir, pick a 
                         plot and start digging...
               Ray closes his eyes and settles in for a nap. Claude turns 
               to watch Jonesy squeaking away. Something about what Ray 
               just said has given him an idea.
               INT. INFIRMARY -- DAY
               "Oprah" blares on the television. Old convicts linger about 
               in various states of repose and decay. A young ORDERLY pops 
               to the music on his Walkman as he pushes a cart through the 
               ward.
               Over at a table, Ray and Claude play poker with Willie, a 
               SHAKY OLD JUNKIE and TWO YOUNG GANG BANGERS. The currency on 
               the table isn't poker chips, it's pills of various sizes and 
               colors.
                                     GANG BANGER #1
                         Two Percodan.
                                     CLAUDE
                         I'll raise you.
                                     GANG BANGER #1
                         What the fuck are those?
                                     CLAUDE
                         Keeps your cholesterol down.
                                     GANG BANGER #1
                         I look like I give a shit about my 
                         cholesterol?
               GANG BANGER #2 takes a quick hit of cocaine from a bullet. 
               He notices Ray staring at him.
                                     GANG BANGER #2
                         You want a bump, G?
                                     RAY
                         I wouldn't be putting that shit up 
                         my nose. That came in in somebody's 
                         ass. It's like you're sniffin' ass. 
                         Maybe that's your thing, but it ain't 
                         mine.
               Ray pushes his bet to the center of the table. The shaky 
               junkie folds. Willie tosses in some pills and turns to Gang 
               Banger #2.
                                     WILLIE
                         Looks like it's up to you, stinky 
                         ass sniffer.
               Glaring, Gang Banger #2 flips a big pill into the pot.
                                     CLAUDE
                         Thorazine? Well, that's a little 
                         rich for my blood.
               He tosses down his cards. The shaky junkie attempts to light 
               a cigarette. The match slips from his trembling fingers and 
               falls into his lap.
                                     CLAUDE
                         Damn fool gonna set this place on 
                         fire one of these days.
               Gang Banger #1 folds. It's back to Ray.
                                     RAY
                         I got three stool softeners left.
                              (to Gang Banger #2)
                         That oughta be right up your alley.
               The remaining players match the pot. Gang Banger #2 reveals 
               his cards. Willie frowns. Ray lays down his cards and 
               victoriously sweeps his winnings into a paper cup. Across 
               the room, Nurse Humphries enters with a tray of snacks. She, 
               too, is showing the years.
                                     NURSE HUMPHRIES
                         Who wants Jell-O?
               The magic word. The poker players join a stampede of oldsters 
               in a clatter of canes, walkers and artificial limbs. Ray and 
               Claude are left alone at the table.
                                     RAY
                         Hey, where you going? We got money 
                         on the table here!
               Claude glances around to ensure that he's not overheard.
                                     CLAUDE
                         You know, Ray, I've been chewing on 
                         what you said this afternoon. I think 
                         I got a plan.
               Ray gives Claude a long look.
                                     RAY
                         Are you trying to tell me after all 
                         this time you finally have a plan 
                         for busting out of here?
                                     CLAUDE
                         Shh! Is that so hard to believe?
                                     RAY
                         Don't tell me, I don't want to hear 
                         it. It's probably all fucked up, 
                         anyway.
                                     CLAUDE
                         You don't want to hear it, you don't 
                         want to hear it. There's no shame in 
                         that.
                                     RAY
                         It's too late for plans.
                                     CLAUDE
                         Never thought I'd hear Ray Gibson 
                         say that. Hell with you then. You'd 
                         only slow me down anyway.
               Ray turns away as Claude walks off. A DODDERING INMATE stands 
               nearby slurping on Jell-O. His robe hangs open.
                                     RAY
                         Hey, man, cover that shit up!
               Disgusted, Ray discards his own Jell-O. He pulls out his 
               daddy's pocket watch and checks the time. The little 
               mechanical tune nags at him. He snaps the lid shut and 
               considers the watch resting in the palm of his hand.
               OMITTED
               Sequence omitted from original script.
               EXT. INFIRMARY -- NIGHT
               The building is dark. But then, through a first-floor window, 
               we see the unmistakable orange glow of a fire.
               INT. INFIRMARY -- NIGHT
               An ALARM BLARES as the place fills with smoke. Wearing a 
               robe and slippers, Nurse Humphries runs among the prisoners, 
               helping them out the door.
               EXT. INFIRMARY -- NIGHT
               Coughing and disheveled, Ray emerges onto the lawn pushing 
               Willie in the wheelchair. As other prisoners evacuate the 
               building, Ray looks around for Claude, but he doesn't see 
               him. Nurse Humphries takes a quick head count.
                                     NURSE HUMPHRIES
                         Is everyone here?
                                     RAY
                         Hey, where's Claude? I don't see 
                         Claude!
                                     NURSE HUMPHRIES
                         Stay calm, Ray. We'll find him. 
                         Claude! Has anyone seen Claude?
                                     RAY
                         He must still be in there.
               Grimly, Ray starts toward the burning infirmary. Nurse 
               Humphries holds him back.
                                     NURSE HUMPHRIES
                         Wait for the firemen!
                                     RAY
                         It'll be too late.
                                     NURSE HUMPHRIES
                         You can't go in there, Ray! You'll 
                         never make it!
                                     RAY
                         I'm going in for him. He'd do the 
                         same for me.
               Ray shakes her off and runs up the steps, disappearing into 
               the burning building.
               INT. INFIRMARY -- NIGHT
               Ray dodges flames as he presses into the inferno.
               EXT. INFIRMARY -- NIGHT
               Nurse Humphries, Willie and the rest of the inmates watch 
               grimly as flames engulf the building. Nobody could survive 
               this blaze. From the highway comes the siren wail of 
               approaching fire engines. But it's too late. Sparks erupt 
               into the night sky as the roof collapses...
               EXT. INFIRMARY -- DAWN
               Fire trucks pull away from the smoldering ruins. A local 
               REPORTER interviews witnesses. INVESTIGATORS comb through 
               the wreckage, making notes. COUNTY CORONERS pull a couple of 
               gurneys from the back of their van.
               EXT. INFIRMARY RUINS -- DAY
               Superintendent Bill Burke is led through the destruction by 
               a FIRE INSPECTOR. They approach the coroners as they finish 
               zipping up two body bags.
                                     BURKE
                         How did it start?
                                     FIRE INSPECTOR
                         Probably old wires. The place was a 
                         tinderbox just waiting to go.
                                     BURKE
                         I guess we should have torn this old 
                         building down a long time ago.
                                     FIRE INSPECTOR
                         Gibson made it this far before he 
                         was probably overcome by smoke. From 
                         the look of things, Banks never even 
                         made it out of bed.
               Burke watches solemnly as the coroners wheel the bodies past 
               him.
               EXT. PRISON CEMETERY -- DAY
               Jake and Leon shake their heads and look at the two fresh 
               graves.
                                     LEON
                         Man, you really bummed me out. That's 
                         a terrible story.
                              (looking at Jake)
                         Nigger, you crying?
                                     JAKE
                         Hell, no! I just got something in my 
                         eye.
                                     WILLIE
                         It's alright for a man to cry once 
                         in awhile. Just don't make a habit 
                         of it.
                                     LEON
                         Hey, Willie, what was Claude's plan, 
                         anyway?
                                     WILLIE
                         Nothing to it, really. Claude figured 
                         they could steal a couple of bodies 
                         from the morgue. They got a couple 
                         of crackers working there don't know 
                         their asses from their elbows. Then 
                         they was gonna set fire to the 
                         infirmary and make it look like those 
                         bodies was them that got stuck inside. 
                         Claude figured during the commotion, 
                         it wouldn't be too hard to slip onto 
                         one of the fire trucks and hang tight 
                         until it rolled right on out of here 
                         in the morning.
               The young inmates share a look, then glance into the graves, 
               then look back at Willie.
                                     JAKE
                         What makes you think it didn't work?
                                     WILLIE
                         I never said it didn't work.
               Leon and Jake do the arithmetic. You can almost hear the 
               gears grinding under the strain.
                                     LEON
                         You trying to tell us that's not Ray 
                         and Claude in those boxes?
               Willie starts to chuckle and sets his electric wheel chair 
               on auto-pilot, leaving the young inmates to guess at the 
               truth.
                                     JAKE
                         What do you think about that?
                                     LEON
                         I think that old man lost his marbles 
                         about a hundred years ago. Come on, 
                         let's get this over with.
               They pick up their shovels and go back to work burying the 
               caskets.
               INT. GREENVILLE FIRE STATION -- DAY
               The CAMERA MOVES PAST a FIREMAN hosing down the truck, past 
               another group of soot-stained FIREMEN eating breakfast, and 
               pauses in front of two lockers. A couple of FIREMEN emerge 
               from the showers wrapped in towels and open their lockers. 
               They share a look.
                                     FIREMAN #1
                              (to the room)
                         Alright, which of you hambones took 
                         our clothes?
               EXT. YANKEE STADIUM -- DAY -- WIDE SHOT
               Scalpers sell tickets. Vendors hawk souvenirs. Fans stream 
               up from the subway and through the gates. Somebody is singing 
               "The Star-Spangled Banner."
               EXT. STANDS -- DAY
               In the middle of a capacity crowd, a VENDOR fixes two hot 
               dogs and passes them to a KID at the end of an aisle. The 
               kid passes them to the MAN next to him, and so on down the 
               line.
               The CAMERA FOLLOWS the hot dogs from face to face, some old, 
               some young, some black, some white -- it's New York City, 
               after all -- and finally the hot dogs arrive in a pair of 
               old, calloused black hands. Ray passes one of the dogs to 
               Claude.
                                     CLAUDE
                         I can't eat this.
                                     RAY
                         Why the hell not?
                                     CLAUDE
                         I saw that hot dog guy in the bathroom 
                         urinating. He didn't wash his hands.
               Ray and Claude glance around confused as the wave rolls 
               through their section of the bleachers. What the fuck? Claude 
               inspects his hot dog.
                                     RAY
                         Just put some mustard on it and eat 
                         it.
                                     CLAUDE
                         You didn't get ketchup?
                                     RAY
                         Gimme that damn thing.
               Ray snatches back the hot dog.
                                     CLAUDE
                         What am I gonna eat?
               Ray is suddenly young again.
                                     RAY
                         Have my ice cream.
               Claude takes the ice cream. He, too, is suddenly young again.
                                     CLAUDE
                         Thanks.
               They look at each other and share a laugh.
                                     RAY
                         Hell of a day for a ballgame, huh, 
                         Claude?
                                     CLAUDE
                         Hell of a day, Ray. Yankees are on 
                         fire.
               Claude pops the top on his ice cream. Suddenly, they are 
               both old again.
                                     CLAUDE
                         No, this ain't gonna work either. 
                         It's half chocolate, half vanilla.
                                     RAY
                         So?
                                     CLAUDE
                         They're touching.
               The CAMERA begins to pull back.
                                     RAY
                         If you don't eat that ice cream right 
                         now, I'm gonna strangle you until 
                         you are completely dead.
                                     CLAUDE
                         Yeah? You and what army?
                                     RAY
                         Next thing, you're gonna be 
                         complaining about the seats.
                                     CLAUDE
                         Well, if you must know, they could 
                         be closer.
                                     RAY
                         Damn, I shoulda let Spanky Johnson 
                         drown you in the river when I had 
                         the chance.
               "Pipe downs" etc. from the people around them.
                                     CLAUDE
                              (glancing around)
                         I know you're not talking to me...
                                     RAY
                         I'm sorry, he's on medication...
               The CAMERA PULLS BACK as the arguing continues, just like 
               the old days. MUSIC UP.
                                         THE END
                                     SEXUAL LIFE
                                     Written by
 
                                     Ken Kwapis
   
                                                                   Draft: 08/03
                                
               FADE IN:
               EXT. CITY SKYLINE - DAY
               From an AERIAL VIEW we see the outline of a city.  Any city will 
               do.  Mirrored high rises.  Sprawling apartment complexes.  A 
               lot of people live here...whoever they are.
 
               As we move closer we discover that this is not a real city at 
               all, but a scale model of one.
 
               Everything is in miniature -- the buildings, parks, and freeways. 
                GLIDING over this tabletop metropolis, we find that none of 
               the buildings have roofs, allowing us to peak inside.
 
                                     VARIOUS CLOSE ANGLES
               We FLOAT through miniature coffee shops, offices, and bedrooms, 
               where toy figures are arranged in tableau of everyday life
 
               
               A man dines alone.  A woman walks her dog.  Two kiss on the street. 
                One waits for a bus.
 
               Over this we HEAR Marianne Faithful's smoky-voiced cover of the 
               standard "When We're Alone"
 
               Just picture a penthouse Way up in the sky, With hinges on chimney 
               For stars to go by, A sweet slice of heaven For just you and 
               I, When we're alone.
 
               From all of society We'll stay aloof, And live in propriety There 
               on the roof, Two heavenly hermits We'll be in true, When we're 
               alone.
 
               As the song ends we find a miniature girl who lies on a miniature 
               bed.
 
                                     CUT TO:
               INT. LORNA'S APARTMENT BEDROOM - DAY
               A cramped one-room studio.  Asleep on a futon is a slender girl 
               of nineteen -- LORNA.  Her blood red toenails give the place 
               its only color. An alarm clock rings it's twelve noon.  Lorna 
               uses her foot to turn it off.
 
                                     LORNA
               Terri.  Why did you let me sleep so late?
               Lorna looks over to an empty pull-out sofa, its only occupant 
               a skinny kitten.
 
               LORNA (CONT'D) (cont'd)
               Terri?
               (to the cat)
               She must already be at work, huh?
               The cat meows -- very non-committal.
                                     CUT TO:
               INT. LORNA'S KITCHEN - DAY
               Still in her T-shirt and panties, Lorna opens a can of cat food 
               as the kitten looks on.
 
                                     LORNA
               She probably forgot what day it is, right Arthur?  Some friend 
               she turned out to be.  Not like you.  You remember what day it 
               is, don't you?
 
               (off the cat's blank stare)
               I'm not giving you any food until you tell me.
               Arthur the cat responds with a pitiful meow.  Lorna smiles and 
               sets down the food.
 
               LORNA (CONT'D) (cont'd)
               That's right.  I knew you'd remember.
                                     CUT TO
                                     OMITTED
               EXT. STREET - DAY
               Lorna, dressed casually, walks to the bus stop.  Reading the 
               crossword puzzle in the paper, she doesn't see the curb and trips, 
               spilling her purse.  
 
               Embarrassed, she gathers her things, then takes a seat next to 
               a Latino Woman.  Lorna smiles and resumes work on the puzzle. 
                
 
               Stumped by a clue, she turns to the Woman.
                                     LORNA
               Hmm.  Simon and Garfunkel hit.  Eight letters.  Any thoughts?
 
               
               The Woman shrugs and looks off.
               Suddenly, Lorna's phone rings.  She reaches into her purse but 
               it's not there.  Then, she spots it...in the street.  But the 
               moment she goes to get it, a truck roars past and smashes it 
               to smithereens.
 
               LORNA (CONT'D) (cont'd)
               Oh my god.
               But as she scoops up the pieces in her hand a smile creeps across 
               her face.
 
               LORNA (CONT'D) (cont'd)
               No, this is right.  This is exactly right.
                                     CUT TO
               INT. COFFEE SHOP - DAY
               A few notches up from a greasy spoon.  Lorna sits at the counter, 
               stirring her coffee.  A WAITRESS approaches.
 
                                     LORNA
               Excuse me, whatever happened to that sign, the one that used 
               to hang next to the pies?
 
               The Waitress looks over her shoulder.
                                     WAITRESS
               What sign?
                                     LORNA
               The one that said, "Today is the first day of the rest of your 
               life."
 
                                     WAITRESS
               That thing?  We got rid of it.
                                     LORNA
               Oh.
                                     WAITRESS
               Have you decided?
               Before Lorna can speak, we hear--
                                     WOMAN
               She'll have the steak and egg special.
               Lorna turns as TERRI, her roommate, joins her at the counter. 
                A little older than Lorna, Terri is cute but a little dangerous.
 
               
                                     TERRI
               Look at her, she needs protein.  Lots of protein.
                                     LORNA
               (to the Waitress)
               White toast.  Dry.
               The Waitress leaves.
                                     LORNA
               Working early today, huh?
                                     TERRI
               No, I had something important to do...
               Terri opens her bag and pulls out a small, gift-wrapped box.
 
               
                                     TERRI
               ...Miss nineteen.
                                     LORNA
               I knew you'd remember.
               Terri gives Lorna a kiss on the lips.
                                     TERRI
               Of course I remembered.  Go on, open it.
                                     LORNA
               No, no.  I wasn't born until ten minutes before midnight.  And 
               that's when I'll open it.
 
                                     TERRI
               You better like it.  I don't want to tell what I had to do to 
               pay for it.
 
                                     LORNA
               Ooh.  It must be good.
                                     TERRI
               So what's the plan, Stan?  Something special today?  Other than 
               splurging on toast.
 
                                     LORNA
               Yes.  There is something.
                                     TERRI
               Good.  Count me in.
                                     LORNA
               No.  Something big.  Something I've been thinking about for a 
               long time.
 
               Terri sighs -- she knows exactly where this is going.
                                     LORNA
               I can't do this forever, Terri.  Look...
               Lorna points to the corner of her eye.
                                     LORNA
               Crow's feet!  I'm nineteen!  Crow's feet!  I know I keep talking 
               about it, but this time I'm going to do it.  In fact, I did it. 
                This is my last day.
 
                                     TERRI
               Okay...
                                     LORNA
               I called them.  I told them I was out.
                                     TERRI
               You did not.
                                     LORNA
               Uh-huh.  I have one more appointment.  Then, I'm...free.
                                     TERRI
               Give me your cell phone.  I'm calling them back right now.
               Lorna smiles and pours the shattered remnants of her phone on 
               the counter.
 
                                     LORNA
               A bus ran over it.  Isn't that perfect?  It's a perfect sign.
 
               
               Terri pops a cigarette in her mouth as the Waitress delivers 
               the toast.
 
                                     WAITRESS
               (to Terri)
               Can't do that here, Miss.
                                     TERRI
               I know, I know.  I'm not going to light the damn thing.
               (beat)
               Fuck me.
                                     LORNA
               Look, I'm good for next month's rent.
               This takes Terri by surprise.
                                     TERRI
               What, you're leaving too?
                                     LORNA
               Maybe.  Get out of town for a while.  I really feel good about 
               this.
 
               (beat)
               I appreciate everything you've done for me this year, Terri.
 
               
                                     TERRI
               I wish you'd talked to me first.
                                     LORNA
               I didn't because...I knew you'd try to talk me out of it.
                                     TERRI
               That's because I'm looking out for you.  It's because there is 
               so much opportunity here.
 
               (beat)
               And it's because I'm your friend.
               Lorna fiddles with her toast.
                                     LORNA
               I know.
               (beat)
               Listen, I'm late.
               Lorna leaves some change on the counter, picks up her gift and 
               gives Terri a hug.
 
                                     LORNA
               Thanks.
                                     TERRI
               Well...Happy Birthday.
               As Lorna goes, the Waitress reappears.
                                     WAITRESS
               Your friend comin' back?
                                     TERRI
               Hard to say.
                                     CUT TO
               INT. TODD'S APARTMENT - DAY
               Someone is flipping through a stack of wedding photos.  Festive 
               shots of various couples.  At the altar.  Cutting the cake.  
               Posing with relatives.
 
                                     CUT TO
               We're in --
               A living room, Lorna sits on the couch browsing the wedding photos. 
                She has a quizzical look, as if the photos were of some incomprehensible 
               alien culture. The apartment is cluttered but not dirty.  The 
               decor suggests an occupant of modest means and bohemian taste.
 
               
               The occupant is TODD, who ENTERS counting a wad of money.  Late 
               twenties.  Unshaven.  By turns, cocky and nervous.
 
               He sets the money in front of Lorna.
                                     TODD
               Seventy-five, right?  For the half-hour.
                                     LORNA
               Not including tip.
               She smiles.  Todd paces uneasily.
                                     TODD
               And, typically, the size of the tip is...
                                     LORNA
               Depends on how generous you feel.
                                     TODD
               Of course.
                                     LORNA
               Is...this your first appointment?
                                     TODD
               No.  I've done this before.
               Lorna thinks otherwise.  She pats the seat next to her.
                                     LORNA
               Come over here, you're making me nervous.
               He plops down next to her.
                                     LORNA
               So, how much extra do you feel like spending?
                                     TODD
               I don't know.  Another fifty dollars?
                                     LORNA
               Uh-huh.
               She thumbs through the wedding photos.
                                     LORNA
               So, this is what you do.  Weddings.
                                     TODD
               It pays the rent.
                                     LORNA
               These are good.  You're really a good photographer.
                                     TODD
               Well, somebody thinks so.  I get a lot of work.
                                     LORNA
               And you can only spend another fifty on me?
               Todd walked right into that one.
               LORNA (CONT'D) (cont'd)
               Maybe you'll feel more generous once you get to know me.
               Lorna smiles.  Her face has an open, unguarded beauty.
                                     TODD
               You have a great smile, do you know that?
                                     LORNA
               Yeah, I've heard.
                                     TODD
               And I like your name.  Lorna.  Like the cookie.
                                     LORNA
               Gee, I've never hear that one before.
               She laughs at him.  But it's not unkind.
               LORNA (CONT'D) (cont'd)
               I have a friend who makes photos.  She's had some stuff in magazines. 
                Really dirty stuff, though.  Worse than dirty.  Sick, really. 
                You probably wouldn't like it.
 
                                     TODD
               Hey, I'm not afraid of sick images.  In fact, it's what I aspire 
               to do, create pictures that are edgy, that really assault you, 
               that reach out and slap you in the face.
 
               Lorna considers this.
                                     LORNA
               Why?
                                     TODD
               Well...I don't know.  Shake people out of their...complacency. 
                Your friend would understand.  What's her work like?
 
                                     LORNA
               She photographs people pissing on each other.
                                     TODD
               Uh-huh.
                                     LORNA
               Yeah...disgusting.
                                     TODD
               Maybe that's the point.
                                     LORNA
               But who would want to look at that?  I mean, bathrooms have doors 
               for a reason.
 
                                     TODD
               What do you like?
                                     LORNA
               I like things that make me happy.  Like this.
               Lorna holds up a photo of a beautiful, smiling bride.
                                     LORNA
               I bet she's going to have a very happy life.
               She lingers over the photo.
                                     LORNA
               I don't think I'm the marrying kind, though.
                                     TODD
               Me, neither.  Marriage, it's so...medieval.  Sometimes when I'm 
               doing a wedding I look at the bride and groom and think, "What 
               a couple of lemmings."
 
                                     LORNA
               I'm not sure people can be true, that's all.
                                     TODD
               Right.  That, too.
               Lorna puts down the photos.
                                     LORNA
               Well...Now that we've gotten to know each better, maybe we should 
               get started.
 
                                     CUT TO
               INT. TODD'S BATHROOM - DAY
               Alone, Lorna prepares.  She tears open a condom wrapper, stares 
               into the mirror and runs her lines.
 
                                     LORNA
               Oh, you really have a big cock...My, you really have a big cock...God, 
               what a big cock you have.
 
                                     CUT TO
               INT. TODD'S BEDROOM - DAY
               Lorna and Todd are having sex.  She's on top, her movements slow 
               and hypnotic.  Occasionally, Lorna offers a moan, some are more 
               convincing than others.
 
               NOTE: Throughout the scene, our ANGLES generally exclude Todd 
               from view.  We may HEAR him, but our focus is on --
 
                                     LORNA
               As she goes about her work, Lorna wears a vaguely puzzled expressions. 
                In fact, puzzles are on her mind.
 
                                     LORNA
               Forty-two across...Simon & Garfunkel hit...eight letters...begins 
               with 'I'...I...I'm A Loser...Did they sing that?...Susie used 
               to play Mom's Simon & Garfunkel records all the time...I scratched 
               one once and she pulled my hair...I haven't spoken to her for 
               almost a year...Her little kid must be walking by now...Maybe 
               I should give Susie a call...Nah, fuck that!  She's perfectly 
               capable of calling me...I mean, I'm listed...I'm...I am a rock...that's 
               it!...I Am A Rock, that's the answer...I am a--
 
               Suddenly, Lorna remembers the job at hand.
                                     LORNA
               (flatly)
               God, you really have a big cock.
               Like Pavlov's proverbial dog, Todd MOANS and the whole thing 
               is quickly over.
 
               Lorna gives Todd a look -- it's an astonishing impersonation 
               of tenderness.
 
                                     LORNA
               Wow.  That was something.
                                     TODD
               Yeah...was it?
                                     LORNA
               Let me tell you...that was something.
                                     TODD
               Really.
                                     LORNA
               Cut the modesty.  You really know what you're doing.
                                     CUT TO
               INT. TODD'S KITCHEN - DAY
               Lorna, dressed, is dialing the kitchen phone.  From the kitchen 
               window she can see a school playground across the way.  It's 
               recess.  Girls in uniforms perform a jump rope cadence.
 
                                     LORNA
               (into phone)
               Hey, it's Lorna...I'm clocking out for the last time...No, I'm 
               not done for the day, I'm done...Wait, I don't think you heard 
               me...Well, just give it to one of the other girls.  Give it to 
               Terri...I don't care if he's an important client, I told you 
               I'm...Well, you'll just have to cancel it, won't you?...I don't 
               care what it pays, it's not my fuckin'--
 
               She turns to find Todd in the doorway, listening.
                                     LORNA
               (into phone)
               Hold on...
               (to Todd)
               What?
                                     TODD
               Nothing.  Are you alright?
                                     LORNA
               I'm fine.  The cab fare will be another twenty.
                                     TODD
               You never said anything about cab fare.
                                     LORNA
               Of course I did.  Are you calling me a liar?
                                     TODD
               No.  I swear, you didn't say a word about it.
               Lorna slowly brings the phone to her ear.
                                     LORNA
               (into phone)
               Alright.  Where is it?
                                     CUT TO
               INT. TODD'S CAR - MOVING - DAY
               Todd is at the wheel of his vintage Buick.  Lorna sits on the 
               passenger side.  She looks off, distracted.  On the seat between 
               them is the gift from Terri, still unopened.
 
                                     TODD
               You haven't told me where we're going yet.
                                     LORNA
               Make a right at the light.
               He does.
                                     TODD
               Can I ask you a question?
               (without a beat)
               No, forget it...it's stupid.
                                     LORNA
               Go on, ask.
                                     TODD
               Well, after we...after we did it, you didn't really mean what 
               you said, did you?  About me being so good.
 
               Lorna looks at him like he's the biggest fool in the world.  
               This is not lost on him.
 
                                     TODD
               (back-peddling)
               I'm only asking because I'm fascinated by this whole scene you're 
               in.  So, don't worry about sparing my feelings or anything.  
               I'm just curious.
 
                                     LORNA
               Pull over.
                                     TODD
               What?
                                     LORNA
               Pull over here.
               He does.  Up the block is a high-rise, luxury hotel.  Limos and 
               cabs line the driveway.  Uniformed doormen guard the entrance.
 
               
                                     LORNA
               You see that hotel?  In one of those rooms, there's a man waiting...he's 
               waiting for me.  I don't know what his name is or what he looks 
               like.  He may have bad skin.  He may be really ugly.  But no 
               matter how he looks, or how bad he smells, or whether he makes 
               weird wheezing sounds when he comes, I tell him the same thing...the 
               same thing I told you.
 
                                     TODD
               Right...Well, that's what I thought.  I mean, a guy would have 
               to be pretty lame to think that...
 
               Todd knows better than to even finish.
                                     LORNA
               To think what?
                                     TODD
               Nothing.
               Quite out of the blue, she leans over and kisses him on the cheek.
 
               
                                     LORNA
               It's Todd, right.
                                     TODD
               Yeah.
                                     LORNA
               Well, Todd, you're alright.
               (beat)
               And that I don't say that to everyone.
               She opens the door, starts out--
                                     TODD
               If I wanted to see you again--
                                     LORNA
               No. You can't.  You can't see me again.
               (beat)
               But thanks for asking.
                                     OMITTED
               INT. TODD'S CAR - DAY
               Lorna closes the door and starts for the hotel.  Todd drives 
               past, watching her recede in the rear-view mirror.
 
               The moment she disappears, Todd looks down and sees the gift 
               box from Terri -- Lorna left it on the seat.
 
               Without missing a beat, Todd slams on the brakes, jumps out and 
               races back to where he left her.  Looking everywhere--
 
                                     TODD
               Lorna!  Lorna!
               But Lorna is gone.
                                     CUT TO
                                     OMITTED
                                     CUT TO
               INT. PHOTOGRAPHY STUDIO - DAY
               A business that specializes in sentimental portraits -- weddings, 
               graduations, anniversaries...even beloved pets.
 
               A photo shoot in progress.  Todd and his colleague PHIL -- mid-30s, 
               are doing an engagement portrait.  
 
               The couple -- very straight and suburban -- are just of out Todd 
               and Phil's earshot.
 
                                     PHIL
               (to the couple)
               Beautiful, just beautiful.
               (to Todd)
               You used a rubber, I hope.
                                     TODD
               Of course.
                                     PHIL
               And how much did this afternoon delight set you back?
                                     TODD
               Oh.  About a buck and a quarter.
               (to the couple)
               We just need to reload.
               As they do--
                                     PHIL
               Since when do you have a hundred and twenty-five dollars to throw 
               away?
 
                                     TODD
               I'm sure you spend just as much on porn rentals.
                                     PHIL
               There's no comparison.  Here, I'll do the math for you.
               Phil pulls a calculator out of his camera bag.
               PHIL (CONT'D) (cont'd)
               (punching in numbers)
               A video rents for $2.65.  That's a two-day rental.  That means 
               you can get off at least a couple times before it's due.  $125 
               divided by $2.65 equals approximately 47.  47 X 2 = 94.  I can 
               get off ninety-four times for the same amount you paid to get 
               off once.  Now tell me who gets the better deal.
 
                                     TODD
               You're right.  I can't argue with that.
                                     PHIL
               Anyway, I stopped watching porno.
                                     TODD
               You did?  Why?
                                     PHIL
               They kinda depress me.
               (beat)
               When I want to get off now, you know what I use?
                                     TODD
               What?
               Phil taps his forehead.
                                     PHIL
               My imagination.
               (to the couple)
               Okay, folks.  It's magic time.
                                     LATER.
               The couple is gone.  Phil and Todd wrap some equipment.
               Phil (cont'd)
               What I don't understand is, aren't you getting enough action 
               from that Sarah?
 
                                     TODD
               What's Sarah got to do with it?
                                     PHIL
               You're seeing her, aren't you?
                                     TODD
               Sarah...that's a whole different situation.
                                     PHIL
               But you're doing it with her, right?
                                     TODD
               I like Sarah a lot.  And I don't want to blow it by pushing too 
               hard.
 
               Phil stares.
                                     PHIL
               You mean, you haven't...
                                     TODD
               Technically?  No.
                                     PHIL
               She won't put out?
                                     TODD
               No, no, no.  You don't get it.  You can't equate the two.  What 
               I did with Lorna--
 
                                     PHIL
               Lorna?
                                     TODD
               That's her name.  Lorna.  I mean, that's the name she gave me. 
                What I did with her...that was like going to some exotic place. 
                For a visit.    Haven't you ever wondered what that kind of 
               person is like?  What that world is like?  I was just...doing 
               research.  The lower depths...
 
               (beat)
               You think I'm full of shit, don't you?
                                     PHIL
               I didn't say anything.
                                     CUT TO:
                                     OMITTED
                                     CUT TO
               EXT. MOVIE THEATER - NIGHT
               A revival house in a college neighborhood.  The ticket seller 
               hangs a "Sold Out" sign in the box office window, just as Todd 
               and SARAH come running down the sidewalk.
 
                                     SARAH
               Shit!  Sold out!
               Sarah, at twenty-five, is cute, brainy, articulate, and hopelessly 
               insecure.
 
               They lean against the wall and catch their breath.
                                     SARAH
               I am so sorry.
                                     TODD
               That's alright.  I hear it's really overrated.  And long.
                                     SARAH
               I could just kill him!  This is not the first time he's done 
               this, either.
 
                                     TODD
               Done what?
                                     SARAH
               Cooked up some phony emergency, right as I'm getting on the elevator.
 
               
                                     TODD
               He's your boss.  Being an asshole is part of the job description.
 
               
                                     SARAH
               We're talking about the most self-centered man I have ever met. 
                God forbid I should have a life, right?
 
               (beat)
               But I'm not going to let him do it.
                                     TODD
               Do what?
                                     SARAH
               Ruin my evening.  Our evening.
               (without a beat)
               You know, he also thinks he's God's gift to women.  I'm surprised 
               he hasn't been sued by now...Okay, okay.  Stop me.
 
               He takes her by the shoulders.
                                     TODD
               Sarah.  Take a breath.
                                     SARAH
               Okay.  I'm taking a breath.
               And she does.
                                     TODD
               Now, take another one.
                                     SARAH
               I like you.  Have I told you that?
                                     TODD
               Not today.
                                     SARAH
               You know what I want to do?  I want to go shopping.
                                     TODD
               Shopping?  For what?
                                     SARAH
               For a house.
                                     TODD
               (completely thrown)
               Just what I was thinking.
                                     CUT TO
               INT. TODD'S CAR - MOVING - NIGHT
               Todd drives Sarah through a neighborhood full of beautifully-maintained 
               old homes.  She is a kid in a candy store--
 
                                     SARAH
               Look at the detail on that one.  Wow.  Every one of these is 
               a gem.  Makes the stuff I work on look pretty shabby by comparison.
 
               
               She shifts to get a better look.  In doing so, her foot hits 
               an object on the floor.
 
                                     SARAH
               What's this?
               She lifts up Lorna's birthday gift -- still unwrapped.Todd reacts 
               -- he forgot to get rid of it -- and Sarah reacts to Todd.
 
               
                                     SARAH
               Obviously, not for me.
                                     TODD
               Something...somebody left in front the studio.  I just picked 
               it up.
 
               Sarah nods -- she seems to buy it -- and promptly opens the box.
 
               
                                     TODD
               What are you doing?
                                     SARAH
               Maybe we can find out whose it is.
               Inside is a silver bracelet, and a hand-written note.
                                     SARAH
               (reading)
               "Lorna.  Remember, I'm in your corner.  Love, Terri."  Pretty 
               cool bracelet.  You just found this.
 
                                     TODD
               Stupid of me...I should've left it.
                                     SARAH
               Lorna.  That's a name you don't hear very much.  Lorna.  Like 
               the cookie.
 
               (off Todd's look)
               What?  You've never had a Lorna Doone?
                                     TODD
               No.
                                     SARAH
               Terri and Lorna.  Sisters, maybe?  Lovers, more like it.  Or...witches. 
                And this bracelet is some sort of talisman.
 
                                     TODD
               You have a perverse mind.
               (beat)
               ...which I like, by the way.
                                     SARAH
               Or...perhaps Terri killed Lorna, and this "gift" provides her 
               with an alibi.
 
                                     TODD
               Maybe you should put it back.
                                     SARAH
               What, aren't you a little curious?
               Todd pulls over and stops.
                                     TODD
               Sarah...I don't know how to put this.  This is our fourth night 
               out, and I feel a lot of pressure...for this to work.
 
                                     SARAH
               I want it to work, too.
               (off his look)
               Oh.  Is this about sex?
                                     TODD
               Don't you think we're being a little...methodical about the whole 
               thing?  Maybe we should just...
 
                                     SARAH
               What?  Get it over with?
                                     TODD
               Not exactly.
                                     SARAH
               Don't you think it's better to be sure of each other first?  
               To have a little bit of trust?
 
               Sarah absently fingers the bracelet that's not hers.
                                     TODD
               You can trust me.
                                     SARAH
               I know, I know.
               (beat)
               But you're not sleeping with anyone else, right?
                                     TODD
               Of course not.
                                     SARAH
               It's not such a strange thing to ask.  Sometimes relationships...overlap. 
                I just need to feel--
 
                                     TODD
               I told you.  I'm not.
               Beat.
                                     SARAH
               You haven't asked me if I'm seeing anyone.
                                     TODD
               Is that bad?
                                     SARAH
               It's silly, I know, but it makes me feel like you couldn't imagine 
               anyone being interested in me.
 
                                     TODD
               What?  You should be flattered I don't ask.  I respect you enough 
               to assume you'd tell me if you're involved with someone.
 
               Sarah considers this.
                                     SARAH
               Hmm.  Ask me, anyway.
                                     TODD
               Are you serious?
               (off her look)
               Alright.  Are you seeing anyone?
                                     SARAH
               Absolutely not.
               Todd takes the bracelet, puts it on the dash, then leans to kiss 
               Sarah.
 
                                     SARAH
               I do want to make love tonight.
                                     TODD
               I'm just worried that all this talk is going to kill the spontaneity--
 
               
               She presses her finger to his lips--
                                     SARAH
               I think spontaneity is overrated.
                                     CUT TO
               INT. SARAH'S APARTMENT BEDROOM - NIGHT
               Todd and Sarah are making out in her bedroom.  To expedite matters, 
               they're also trying to undress.  It's not very practical.  Todd 
               can't quite kick off his shoes.  Sarah can't quite get her blouse 
               unbuttoned.
 
               Finally--
                                     SARAH
               Todd, the light.
               He switches it off.  They sit side by side and undress down to 
               their underwear.   They look at each other.
 
                                     SARAH
               Wait.  Don't say anything.
                                     TODD
               Okay.
               Beat.
                                     SARAH
               What were you going to say?
                                     TODD
               I wasn't going to say anything.
                                     SARAH
               Oh.
                                     TODD
               You look beautiful--
                                     SARAH
               No, don't say that.  Let's get under the covers.
               They climb into bed and move into each other's arms.
                                     SARAH
               Let's go slowly.
               They kiss, caress, shedding their inhibitions. Then--
                                     SARAH
               Oh.  Oww!
                                     TODD
               What happened?
                                     SARAH
               Dammit...my foot.  I've got one of those...what's the word?
 
               
                                     TODD
               A bunion
                                     SARAH
               Not a bunion.  A spasm.
                                     TODD
               Oh, a foot spasm.  Here let me--
               He throws back the covers and massages her foot.
                                     SARAH
               Oww!  No, stop!  It hurts!  I hate this!
                                     TODD
               What can we do?
                                     SARAH
               Nothing, it's fine, it's fine.  Lemme just walk it off.
               She gets out of bed and hobbles into--
               INT. SARAH'S HALLWAY - NIGHT
               Dressed in bra and panties, Sarah hops up and down the hall, 
               desperate to relieve her pain.
 
               Todd appears in the doorway and watches her mad little dance.
 
               
               His thoughts--
                                     TODD
               She has a better-looking body than I imagined...Breasts are definitely 
               bigger than I thought.  You can just never tell with breasts, 
               can you?...I don't know what to make of this foot problem...Maybe 
               she gets a spasm every time she has sex...I've heard of people 
               with problems like that...People who can't have sex without laughing, 
               or burping...Oh, God, what if she's one of them...
 
               Sarah looks up from her hopping.
                                     SARAH
               I am so embarrassed.  Trust me, this doesn't happen all the time.
 
               
                                     TODD
               The thought never crossed my mind.
                                     CUT TO
               INT. SARAH'S BEDROOM - NIGHT
               Sarah and Todd, back under the covers, making love.  Todd is 
               on top, moving slowly.  Sarah bites her lip and closes her eyes.
 
               
               Todd looks at her and wonders --
                                     TODD
               She won't look at me.  Why won't she look at me?..I'll bet she's 
               preoccupied with her foot.  She's praying she won't get another 
               spasm, another foot freak-out...She's being awfully quiet, too...Why 
               is she so quiet?...Maybe she needs to concentrate...Some women 
               need to concentrate...I read that in a magazine at the grocery 
               store...That blonde check-out girl who works there is really 
               cute...I love the way she says, "Paper or plastic?"...
 
               Todd lets out an excited gasp.  Sarah opens her eyes with alarm.
 
               
                                     SARAH
               Todd!  Shhh...
               Todd stops.  Everything stops.
                                     TODD
               What's the matter?
                                     SARAH
               These walls, they're paper-thin.  This building is so poorly 
               built.  Everyone can hear you.
 
               Todd rolls off of her.
                                     TODD
               Is that why you're so quiet?
                                     SARAH
               Yes, the walls are...What are you saying?
                                     TODD
               It's hard for me to tell if you're enjoying this.
                                     SARAH
               Of course, I am.  I'm sorry if I'm not vocal enough for you.
 
               
                                     TODD
               That's not what I...Sarah, I just want to make sure I'm doing 
               something right here.
 
                                     SARAH
               There's no right or wrong way to do this.
                                     TODD
               I know.  I just want to make sure I'm...you know, in the ballpark.
 
               
               Sarah stares at him.
                                     SARAH
               Todd, I don't expect you to do everything right the first time...Sorry, 
               that didn't come out the way I meant it...
 
               They roll away from each other and stare at the ceiling.  We 
               hear a distant siren -- a fire engine, maybe.  Somewhere there's 
               a five-alarm fire blazing.  Not here.
 
                                     TODD
               You didn't like it.
                                     SARAH
               No, I didn't say that.  I was just...Let's be still for a while. 
                Alright?
 
                                     FADE OUT:
                                     FADE IN:
               INT. SARAH'S BEDROOM - LATER - NIGHT
               Sarah and Todd haven't moved.  It's not clear how much time has 
               elapsed.
 
                                     SARAH
               Everyone expects fireworks the first time you do it.  But that's 
               just a myth.
 
                                     TODD
               A myth.  You're right.
                                     SARAH
               Let's not be too hard on ourselves.
                                     TODD
               I agree.
                                     SARAH
               Our expectations were a little high, that's all.
               Todd nods his agreement.
                                     TODD
               And at the end of the day, sex is only one part of the picture.
 
               
                                     SARAH
               True.  What do you mean?
                                     TODD
               I know this couple. They had nothing in common but good sex. 
                They went at it like a pair of rabbits.  And guess how long 
               it lasted?  A month.  They were hot for each other...but there 
               was nothing else.
 
                                     SARAH
               Right.
               (beat)
               There's got to be something else.
               And they stare at the ceiling.
                                     FADE OUT:
                                     FADE IN:
               INT. SARAH'S BEDROOM - STILL LATER - NIGHT
               They still haven't moved, but unbeknownst to Sarah, Todd has 
               fallen asleep.
 
               She looks at him.  She caresses his face.  Then, her hand slides 
               down under the sheets.  She tries to arouse him, but after a 
               while she stops.  He's very much asleep.
 
               Sarah lies back.  She slides her hand between her legs and begins 
               to touch herself.
 
               Quietly.
                                     FADE OUT:
                                     FADE IN:
               EXT. STREET - DAY
               Early morning.  The air is cool and crisp as Sarah, wearing sweats 
               and a T-shirt, jogs through the neighborhood.
 
               She turns down a side street, heading for--
               EXT. SARAH'S GRANDPARENTS HOUSE - DAY
               A nondescript house with a faded American flag hanging off the 
               front porch.  Sarah climbs the steps where an elderly man -- 
               her GRANDFATHER, sits with the morning paper in his lap, unread.
 
               
               Sarah gives him a kiss.
                                     SARAH
               Morning, Pappy.  How's she doing today?
                                     GRANDFATHER
               Don't pay her any mind, Sarah.  The things she says, they get 
               stranger by the day.
 
               Sarah pays him no mind and heads into the house.
                                     CUT TO
               EXT. BACK PORCH - DAY
               Sarah and her GRANDMOTHER sit on the back porch, which offers 
               a splendid view of...other people's back porches.
 
               Sarah's Grandmother has a sense of mischief that's quite at odds 
               with her deteriorating frame.
 
               The two drink coffee.
                                     GRANDMOTHER
               They keep telling me I'm doing fine, that I'm even improving. 
                Why do they have to lie?  At my age?  What are they trying to 
               protect me from?
 
                                     SARAH
               Maybe they know something you don't.
                                     GRANDMOTHER
               Like hell.
               She pulls out a pack of American Spirit cigarettes and lights 
               one.  Sarah reacts.
 
                                     SARAH
               Nan.
                                     GRANDMOTHER
               What?  One in the morning with coffee.  One at night with cocktails. 
                Where was I?
 
               (beat)
               Oh, yes.  My story is coming to an end, Sarah--
                                     SARAH
               Oh, please.
                                     GRANDMOTHER
               Your story, that's the one I want to hear.
                                     SARAH
               I wish I had a story to tell.
                                     GRANDMOTHER
               Hmm.  The last time there was talk of an admirer.
                                     SARAH
               All you want is dirt, Nan.  Admit it.
                                     GRANDMOTHER
               The world is made of dirt, Sarah.  So, please, dish.  No detail 
               is too small.
 
                                     SARAH
               I...I'm sleeping with two different men.
                                     GRANDMOTHER
               Hmm.  Continue.
                                     SARAH
               One of them is a good man.  He's good for me.
                                     GRANDMOTHER
               Like vitamins.
                                     SARAH
               Sort of.  The other one, he can be a complete ass.  A total jerk.
 
               
                                     GRANDMOTHER
               In other words...he excites you.
                                     SARAH
               He does.  And I hate it.  I hate him.  And, on top of that, I 
               can't have him.
 
                                     GRANDMOTHER
               Can you see your Pappy?
               Sarah looks back over her shoulder.  She catches a glimpse of 
               her Grandfather.  He's still on the front porch.
 
                                     SARAH
               He hasn't moved.
                                     GRANDMOTHER
               Good.  Keep an eye on him.
                                     SARAH
               Why?
                                     GRANDMOTHER
               Because I'm going to tell you something he shouldn't hear.  Something 
               no one knows.  Once, I had two lovers.  One was your grandfather. 
                He had prospects, then.  He had a car and we drove everywhere 
               and people would look at us and say, "Now, there goes a couple." 
                He never pushed me.  He told me he respected my virginity.  
               And I liked that.
 
               They hear a loud creak.
                                     SARAH
               Don't worry.  He's not moving.
                                     GRANDMOTHER
               The other man -- he was a boy, really -- he had no prospects. 
                And he had no car.  And he had no respect...for anything.  He 
               certainly had no respect for my virginity.  And I liked that, 
               too.
 
               She takes a long, luxurious drag.
                                     GRANDMOTHER
               But I had to make a choice.  I chose your grandfather.  The day 
               before the wedding, I went to let the other boy down.  Met him 
               by a river where we used to swim.  Well, one thing led to another, 
               and when I returned home that night, I'd left my virginity back 
               in the tall grass by that river.
 
               Sarah sits on the edge of her chair.
                                     GRANDMOTHER
               But I did bring something back.  A bite mark.  That sonuvabitch 
               left on my neck, the size of a peach pit.
 
                                     SARAH
               Did Pappy see it?
                                     GRANDMOTHER
               He did and he didn't.  On the wedding night -- in this house 
               -- I managed to squeak by.  It was dark.  We were shy.  He took 
               me in his arms and said, "I'm glad you waited for me."  In other 
               words, I lost my virginity twice in the same week.
 
               They both laugh.
                                     SARAH
               No small feat.
                                     GRANDMOTHER
               It's an accomplishment.  But the next morning, your Pappy saw 
               it.  He demanded an explanation.  And, Sarah, do you know how 
               I got out of that pickle?
 
                                     SARAH
               You lied.
                                     GRANDMOTHER
               Damn right.  I said, "What, you don't remember giving me this?" 
               He said, "No."  And I said, "Well, you were so fired up last 
               night, it's a wonder you can remember anything."
 
               (beat)
               And the beast was tamed.
               Sarah considers the story.
                                     SARAH
               And you've never been tempted to...
                                     GRANDMOTHER
               What?  Come clean with your Pappy?  Why should I tell him?  He 
               had nothing to do with it.
 
                                     SARAH
               Right.
                                     GRANDMOTHER
               It's mine.  Not his.
                                     SARAH
               I wonder what became of that boy.
                                     GRANDMOTHER
               Never saw him again.  I don't regret a thing, if that's what 
               you're wondering.
 
                                     SARAH
               I was, in fact.
                                     GRANDMOTHER
               Look what I have.  I have you.
               (beat)
               And you know what else?  I have the tall grass by that river. 
                And those clouds.  From where I was laying the clouds looked 
               really beautiful that day.
 
                                     CUT TO
               INT. THE MODEL CITY/OFFICE - DAY
               The same model we saw at the start of our story.  We glide toward 
               a miniature suburban development.  Row upon row of houses, each 
               no different than the next.
 
               Over this --
                                     SARAH
               I don't believe it.  You're actually asking my opinion.  You 
               really want to know what I think?
 
               We TILT UP to reveal that we're in--
               The well-appointed office of the well-heeled JOSH, an architect 
               in his early 40s.  Josh studies the model like a boy with a train 
               set.  Sarah stands beside him.
 
                                     JOSH
               To tell you the truth, no.  I just wanted to hear your voice. 
                You've barely said "boo" to me all morning.
 
                                     SARAH
               (shrugs)
               Boo.
                                     JOSH
               Alright, what do you think of it?
                                     SARAH
               You'd have to pay me to live in that neighborhood.
               (off his look)
               Hey, what do I know?  I'm just the assistant.
                                     JOSH
               What are they going to think?  That's all that matters.
                                     SARAH
               To paraphrase you, this is going to give them a major hard-on. 
                Not the women, of course.
 
                                     JOSH
               You haven't met these women.
               Sarah laughs, catches herself and stops.
                                     CUT TO
               INT. OFFICE CORRIDOR - DAY
               Sarah and Josh move down a hall toward the elevators.  Josh is 
               in micro-management mode --
 
                                     JOSH
               The champagne order?
                                     SARAH
               Done.  Dom Perignon.  Fifteen cases.
                                     JOSH
               Invitations?
                                     SARAH
               A messenger is meeting us at the site with the proofs.
                                     JOSH
               Good.
               He reaches behind her and pats her butt.
                                     SARAH
               Stop it.
                                     JOSH
               I can't.
                                     SARAH
               Have you never heard of the phrase "impulse control"?
               They reach the elevators.
                                     JOSH
               I love it when you're full of contempt.
               She just glares.
                                     SARAH
               People are starting to notice, Josh.  I work very hard to act 
               completely indifferent toward you.  The least you could do is 
               to keep your hands to yourself.
 
                                     JOSH
               I've got a better idea.
                                     SARAH
               What?
                                     JOSH
               Why don't I distribute a memo, informing everyone that you and 
               I are not sleeping together?
 
                                     SARAH
               Josh, just for the sake of variety, could you take me seriously 
               for a moment?
 
                                     JOSH
               Alright, alright.  I have another idea.
                                     SARAH
               Please, don't...
                                     JOSH
               Let's just end it.
               Beat.
                                     SARAH
               Yes.  I think we should.
               Josh didn't expect this.  The elevator arrives.  He steps aboard 
               and holds the door for her.
 
                                     JOSH
               Coming?
                                     SARAH
               I'm going to take the stairs.
               Josh shrugs and lets the doors close.
               A beat.  Sarah considers the stairs, then hits the down button 
               again.
 
                                     CUT TO
               EXT. OFFICE BUILDING - DAY
               Sarah and Todd eat lunch on a bench in a busy promenade.  Deli 
               sandwiches in wax paper rest on their laps.
 
                                     SARAH
               I can't put my finger on it...I just don't feel it's happening 
               with us.
 
                                     TODD
               You don't want it work out, that's what you're saying.
                                     SARAH
               I do.  I mean, I did.  It's no one's fault.  It's chemistry.
 
               
               Beat.
                                     TODD
               You want your pickle?
                                     SARAH
               Do you want your pickle?!
                                     TODD
               You know what the problem is?  The first night we went out, we 
               should've just fucked.  Right away.  Without thinking.  Two dumb 
               bunnies.  Without any history,  any baggage.  A pair of blank 
               slates.  Fucking.  It could've been perfectly meaningless.  You 
               want chemistry?  The less you think, the better the chemistry. 
                Less talk, more action.
 
                                     SARAH
               I'm sorry.  It's just not happening for me.
                                     TODD
               The least you can do is give me your goddam pickle.
               They look away from each other.  Todd eats in silence.  The pickle 
               sits between them.
 
                                     CUT TO
               EXT. SUBURBAN DEVELOPMENT - DAY
               Josh's model come to life.  A fallow stretch of land lined with 
               unfinished houses, some more skeletal than others.
 
               At one site we find two parked cars.  A gold Lincoln Navigator 
               and an old BMW convertible.
 
                                     CUT TO
               INT. HOUSE - DAY
               A house-in-progress.  The walls are in place, but little else. 
                Stray two-by-fours, saw horses, electrical cable.  And...no 
               roof.
 
               In an upstairs room -- what will soon be the master bedroom, 
               Josh confers with a construction supervisor.  Nearby, Sarah talks 
               on her cell phone.
 
                                     SARAH
               (into phone)
               I don't care if it costs the same, if it's not Dom Perignon tell 
               them we don't want it, alright?...Good.  Anybody else call?  
               Nobody, huh...Okay.
 
               As she hangs up the construction supervisor exits.  Sarah and 
               Josh are alone.
 
                                     SARAH
               Guess I'll be heading back...
                                     JOSH
               Wait.
               (beat)
               About the other day...Are you having any second thoughts?
                                     SARAH
               (shrugs)
               No.  None.
                                     JOSH
               You're angry I called it quits, aren't you?  You can admit it.
 
               
                                     SARAH
               No.  In fact, I want to thank you.
                                     JOSH
               For what?
                                     SARAH
               For sparing me from the most unhealthy relationship I've ever 
               had in my life.  For that, I thank you.
 
               Josh raises his hands in surrender.
                                     JOSH
               Touch�.
                                     SARAH
               Are you having seconds thoughts?
                                     JOSH
               No.  I say, let's make a clean break.  Let's just walk away from 
               it.
 
               Sarah smiles.  She extends her hand.
                                     JOSH
               What are you doing?
                                     SARAH
               Let's seal the deal.  Shake.
               It's a little awkward, but they do.
                                     JOSH
               Alright.  Now that we've put that behind us, there's one problem 
               left.
 
                                     SARAH
               What?
                                     JOSH
               Where do we put the bed?
               Josh gestures to the empty room.  Sarah smiles -- it's a familiar 
               game.
 
                                     SARAH
               Oh, the bed.  Let's put it against this wall.  Away from the 
               morning sun.
 
                                     JOSH
               Wrong.  It's got to go here.  So you can see the hallway.
               They head out.
               As Josh and Sarah leave the house, they "decorate" several rooms.
 
               
               INT. ANOTHER BEDROOM -- DAY
                                     SARAH
               Not enough height for bunk beds.
                                     JOSH
               Why do you assume there will be two children?
                                     SARAH
               There has to be.  They need to keep each other company.
               INT. THE KITCHEN -- DAY
                                     SARAH
               Definitely not enough space for two people to cook.
                                     JOSH
               I prefer to eat out.
               INT. THE LIVING ROOM -- DAY
               They size up the space, enjoying their play.  Sara walks around 
               imaginary furniture.
 
                                     SARAH
               Oh, no.  I wouldn't put the ottoman there.
                                     JOSH
               Where would you put it?
                                     SARAH
               It needs to go over...
               She waves her hand, accidentally brushing against Josh's chest. 
                She lets her hand linger...
 
                                     SARAH
               Hmmm.
                                     JOSH
               What?
               ...and linger.  They both know what's happening.
                                     SARAH
               We have another problem.
                                     JOSH
               And that would be...?
                                     SARAH
               What do we do with the elephant in the room?
                                     JOSH
               You're very clever.
               She rubs his chest.
                                     SARAH
               We shouldn't be rude to an elephant.
               She lets her hand drop to his crotch.
                                     SARAH
               They can get very annoyed...if you ignore them.
               She pulls Josh to her and kisses him.  Josh fairly attacks her, 
               his hands all over her body.
 
               After a few lustful beats, he lifts her and she wraps her legs 
               around him.
 
                                     SARAH
               Josh.  The door.
               It's an absurd request -- the room is completely exposed, but 
               Josh carries her to the front door and kicks it closed.
 
               --as the door slams, obscuring our view.
                                     ON JOSH AND SARAH
               With Sarah's back against the door, Josh enters her.
                                     CLOSE ON SARAH
               She looks up.  With no roof above them, she has a brilliant view 
               of...the clouds.  They float past as she thinks--
 
               SARAH (V.O.) (cont'd)
               ...Let's not put a roof on this house today...let's leave the 
               walls unfinished...it's okay not to know where the sofa goes...The 
               colors?  We can choose them another day...I like it the way it 
               is... undone... undecided...a work in progress...
 
               She moans -- there's nothing quiet about her at all.
               Fade out.
                                     FADE IN:
               INT. THE LIVING ROOM - LATER - DAY
               Josh and Sarah have finished.  He tucks in his shirt.  She puts 
               on a shoe.
 
                                     JOSH
               I have to tell you, that was the best "break-up" sex I've ever 
               had.
 
               Sarah considers this.  Nods.
                                     SARAH
               It was, wasn't it?
               (beat)
               Closure is important.
               jOSH
               Now you can move on.  You can meet someone who...
               sarah
               What?  Someone who's not a prick like you.
               Josh reacts -- slightly offended.
               joSH
               No.  Someone who's...free.
               sarah
               Oh.  Right.
               (beat)
               As if that would have made any difference in this...what is this 
               thing called again?  A relationship?
 
               She's fishing -- she hates herself for it.
               sarah (cont'd)
               It wouldn't have made any difference, right?
               jOSH
               I'm surprised you have to ask.
               sarah
               I'm not asking.
               He'll answer, anyway.
               joSH
               If my hands weren't tied...it might have made all the difference.
 
               
               Beat.
               sarah
               I said I wasn't asking.  And that's the worst answer you could've 
               given.
 
               cUT TO
               EXT. HOUSE - DAY
               Josh and Sarah get into their respective cars -- her BMW, his 
               Navigator.
 
               Josh looks at himself in the rear-view mirror.  He reacts--
 
               
               JoSH
               What the hell is this?
               Sarah looks over.
               joSH (cont'd)
               You bit me on the neck!  I've got a goddam hickey!
               Sure enough, there is a bright red mark on his neck.
               Sarah comes over.  She reacts with shock, embarrassment, then...laughter.
 
               
               joSH (cont'd)
               What's so goddam funny?  You did this on purpose, didn't you?
 
               
               sarah
               I did not.  I was just...I didn't mean to...I was caught up in 
               the moment.
 
               And she laughs again.
               jOSH
               What the hell are we going to do about this?
               sARAH
               Josh, you are a big boy.  You can take care of this on your own.
 
               
               Josh glares at her, starts his engine, and leaves her in the 
               dust.
 
               cUT TO:
               INT. TODD'S APARTMENT - DAY
               Todd is on the kitchen phone.  Lorna's bracelet sits on the counter.
 
               
                                     TODD
               (into phone)
               No, no, no.  You don't understand.  I don't want an appointment, 
               I just need to get in touch with her...She left a package here 
               by mistake, a gift...No, I'd rather give it to her myself...Lorna, 
               but I assume none of you use your real names...What?  But she 
               was working last week?...And you don't have a forwarding number? 
                ...Look, it's really important that I get this back to her, 
               so--
 
               The line goes dead.
                                     TODD
               Dammit.
               He dials again.  Then, a knock at the door.  Todd reacts -- he's 
               not expecting anyone.
 
               He opens the door and finds--
                                     SARAH
               Still dressed in the clothes she wore earlier.  She holds a small 
               paper bag.
 
                                     TODD
               Sarah...
                                     SARAH
               I brought you something.
               She hands him the bag.  He looks inside.
                                     TODD
               Pickles.  Huh.
               (beat)
               What's in your hair?
               She touches her hair.
                                     SARAH
               Oh.  Sawdust.  Lots of sawdust at the job site.
               (beat)
               Can I come in?
               Todd puts the bag of pickles on the kitchen counter.  He sees 
               Lorna's bracelet...and slides it into a trash can.
 
                                     CUT TO
               INT. PHARMACY - NIGHT
               Josh, still sporting his hickey, approaches the humorless teenage 
               GIRL behind the counter.
 
                                     GIRL
               Need some help?
                                     JOSH
               Yes, I have a problem.  I need some...something to cover up a...Hell, 
               just take a look.
 
               Josh shows the Girl his hickey.
                                     GIRL
               Yeah.  You're fucked.
                                     JOSH
               I can do without the attitude, thank-you.
                                     GIRL
               Try concealer.  Aisle three.
                                     JOSH
               (impatient)
               But what do I do with it?
                                     GIRL
               Just put it on.  And call your lawyer.
               She smiles.
                                     CUT TO
               EXT. JOSH'S HOUSE - NIGHT
               In the driveway of his fashionable home are two parked cars. 
                Josh's Mercedes S430 and his wife's Lexus RX300.
 
               In the Mercedes, Josh finishes applying the concealer to his 
               neck.  He checks himself in the mirror -- the hickey is completely 
               gone.
 
               His hands, however, have concealer all over them.
                                     CUT TO
               INT. JOSH'S BATHROOM - NIGHT
               Josh washes his hands in the master bathroom.  He double-checks 
               his neck in the mirror.  From the adjoining bedroom, we hear 
               -- but do not see -- his wife GWEN.
 
                                     GWEN
               Unbelievable.
                                     JOSH
               What?
                                     GWEN
               I'm reading a stupid article in a stupid magazine.
                                     JOSH
               If it's stupid, why read it?
                                     GWEN
               (ignores this)
               The whole issue is devoted to famous couples who are breaking 
               up.  Listen to this...Remember the blonde doctor on that show 
               you hate?
 
                                     JOSH
               Yeah.  She's a bore.
                                     GWEN
               She's breaking up with her husband of twenty years.  Said a friend, 
               "Her show's in syndication, she's thin, she's rich and she wants 
               to play." Josh dries his hands.
 
                                     JOSH
               Some poor tree gave its life so we could know that.
                                     GWEN
               It's comforting, reading about these broken marriages.
               Josh opens the door into the--
               INT. JOSH'S BEDROOM - NIGHT
               Gwen sits under the covers with her magazine.  In her late 30s, 
               she is a refined, patrician beauty.  As Josh undresses for bed--
 
               
                                     JOSH
               Why?
                                     GWEN
               It's not enough for our marriage to succeed.  Everyone else's 
               must fail.
 
                                     JOSH
               Is this going to be one of those nights?
                                     GWEN
               What?
                                     JOSH
               One of those nights we talk.
                                     GWEN
               No.  There's no need to talk, because there's no problem.
               He gets into bed next to her.
                                     JOSH
               I've been under a lot of stress.
                                     GWEN
               You don't have to apologize.  There's nothing wrong with the 
               slump we're going through.  In fact, it's a good thing.
 
                                     JOSH
               How's that?
               He turns off the side light.  We can't see them -- the room is 
               completely dark.
 
                                     GWEN
               Too much passion can ruin a marriage.  Look at Eric and Sylvia. 
                At the beginning, you couldn't pry them apart.  They were joined 
               at the genitals.  And, then...total burn-out.  A marriage cannot 
               sustain that kind of intensity.  It's good for people to grow 
               bored with each other.  That way, they can meet and fall in love 
               again.
 
               She snuggles up to him, strokes his back.
                                     GWEN
               In case you hadn't noticed...I'm trying to seduce you.
                                     JOSH
               I can feel that.
                                     GWEN
               You're welcome to reciprocate.
               Josh turns on the light and sits up.
                                     JOSH
               I can't.
                                     GWEN
               It's alright.
                                     JOSH
               To seduce...to be seduced, there needs to be an element of surprise. 
                I know all your moves.  You know mine.  How can there be any 
               surprise?
 
               Gwen sits up, throws back the sheet.
                                     GWEN
               Rub my feet.
               He does.
                                     GWEN
               I think we should have an affair.
                                     JOSH
               What?
                                     GWEN
               With each other.
                                     JOSH
               That makes no sense.
                                     GWEN
               You pick me up at a bar...
                                     JOSH
               And, what?  Pretend I don't know you?
                                     GWEN
               (ignores him)
               Or we could meet at a hotel.  I'll register under my maiden name. 
                Just like THE GRADUATE.
 
                                     JOSH
               THE GRADUATE is about a married woman having an affair with a 
               college boy.
 
                                     GWEN
               When I met you, you were a college boy.
                                     JOSH
               Gwen, THE GRADUATE is a story about a very unhappy woman who 
               has an affair out of wedlock.  As I recall, it turns out rather 
               badly for her.
 
                                     GWEN
               Alright.  Bad example.
               (rethe foot rub)
               You can stop.
                                     JOSH
               Actors pretend.  That's what they do.  I'm not an actor.  And 
               I love you the way you are.
 
                                     GWEN
               I love you, too.
               And he turns out the light again.
                                     JOSH
               Pretending to be strangers is not going to solve the problem.
 
               
               Beat.
                                     GWEN
               Who said there was a problem?
                                     CUT TO
               INT. OFFICE BUILDING - NIGHT
               A cocktail party at Josh's firm.  Josh is the center of attention, 
               greeting investors, fielding compliments.  Gwen stands beside 
               him, drinking champagne -- Dom Perignon, after all.
 
                                     JOSH'S POV
               Through the crowd he spots Sarah, entering with her date -- Todd.
 
               
                                     GWEN
               Your lovely assistant is here.
               (reTodd)
               You didn't tell me she had a new boyfriend.
                                     JOSH
               I don't ask her about her personal life.
               Sarah and Todd arrive.
                                     SARAH
               Hey, you two.  Todd, this is my boss Josh, and his wife Gwen.
 
               
               Todd and Josh shake hands.
                                     TODD
               Sarah's told me a lot about you.
               Josh is not sure how to take that.
                                     GWEN
               Sarah, you look great.  You've been keeping my boy on his best 
               behavior?
 
                                     SARAH
               It's a dirty job, but somebody's got to do it.
                                     GWEN
               I know he asks to go above and beyond the call of duty.
                                     SARAH
               He can be tough.
                                     JOSH
               But fair.
                                     GWEN
               Josh, I'm trying to thank Sarah for all the extra attention she 
               gives you.
 
                                     SARAH
               You're welcome.
                                     GWEN
               We should really have you over for dinner, Sarah.  It's been 
               too long.  You can bring...
 
                                     TODD
               Todd.
                                     GWEN
               Sorry.  I'm hopeless when it comes to names.
                                     JOSH
               Especially after two glasses of champagne.
                                     GWEN
               Hey, I'm still working on the first, thank you.
               (to Todd)
               So, are you two living together?
                                     TODD
               Living together?  No.
               Sarah and Todd both laugh.
                                     SARAH
               We've only known each other a few weeks.
               Josh reacts -- he knew nothing of this.
                                     GWEN
               You two seem to fit.  It only took me a few days to know with 
               Josh.  In fact, I knew after the first date.
 
                                     SARAH
               You knew what?
                                     GWEN
               That he was the one for me.
                                     JOSH
               (to Sarah)
               She loves to embarrass me.
                                     SARAH
               (to Gwen)
               Don't stop.  I want to hear about this first date.
                                     GWEN
               Well, it was the cheapest date I've ever been on.
                                     JOSH
               I was broke.
                                     GWEN
               Do you know the Chinese place on Third?  That little hole-in-the-wall?
 
               
                                     TODD
               I know it.  Used to be a cool dive.  Now it's ultra-hip and overpriced.
 
               
               This news gives Gwen pause.
                                     GWEN
               Really?  I think our first dinner cost a grand total of ten dollars.
 
               
                                     JOSH
               Gwen loves to dissect our first date.
                                     GWEN
               It was a momentous night.  Babe, we should really go back there.
 
               
               Josh gestures to the bar.
                                     JOSH
               Gwen, why don't you continue your stroll down memory lane while 
               I drink?  Todd, you up for it?
 
                                     TODD
               Sure.
               They move away toward--
               INT. OFFICE BUILDING - THE BAR - NIGHT
               As Josh and Todd sidle up--.
                                     JOSH
               (to bartender)
               Gin.  Straight up.  Olives.
               (Todd)
               What are you having?
                                     TODD
               I'm fine, thanks.
                                     JOSH
               So...Sarah's an attractive girl.
                                     TODD
               Very.
                                     JOSH
               You two serious?
                                     TODD
               (shrugs)
               Hard to say.
                                     JOSH
               She wants to play the field, right?
                                     TODD
               No, that's not it.
                                     JOSH
               I see.  You want to fuck around.
               Todd reacts.
                                     JOSH
               C'mon, we're guys.  I know the drill.
               Todd considers his audience, then decides to open up--
                                     TODD
               We dated a few times, and to be honest, I was on the fence about 
               Sarah.  I liked her, but I didn't think we were in a good groove. 
                Then, a couple weeks ago, her grandmother died.  Things changed.
 
               
                                     JOSH
               I didn't know.
               (beat)
               She didn't say a thing about it.
                                     TODD
               It wasn't unexpected, but Sarah took it really hard.  So where 
               did that leave me?  I was ambivalent about things, right?  But 
               then my ambivalence had to take a back seat.  I had to be there 
               for her.  Completely.  And, ready or not, our relationship became...a 
               real relationship.
 
               Josh simply listens.
                                     TODD
               You know, I wasn't ready to be that involved with anybody.  I 
               don't know...Death has a funny way of making you get outside 
               yourself.
 
               Josh looks past Todd--
                                     JOSH'S POV
               Gwen is still chatting with Sarah.  Gwen makes eye contact with 
               Josh and sends him a warm smile.
 
                                     CUT TO
               INT. JOSH'S CAR - MOVING - NIGHT
               Josh and Gwen drive home in silence.  Gwen notices something 
               out the window.
 
                                     GWEN
               You missed the on-ramp.
                                     JOSH
               I know.
                                     GWEN
               Why?
                                     JOSH
               Somewhere we need to go first.
                                     CUT TO
               EXT. CHINESE RESTAURANT - NIGHT
               The Mercedes pulls up to the "Happiness Chinese Restaurant." 
                Josh and Gwen get out and take in the sight--
 
                                     GWEN
               We don't have to do this tonight.
                                     JOSH
               Yes, we do.
               She peers in the window.
                                     GWEN
               We can't go in here.  Everything's different.
               He opens the door for her.
                                     JOSH
               That's okay.  We're different, too.
                                     CUT TO
               INT. CHINESE RESTAURANT - NIGHT
               Upscale lighting.  Modern, non-Chinese decor.  Anything but a 
               hole-in-the-wall.
 
               Josh and Gwen are in a booth--
                                     GWEN
               Sarah's a very interesting girl.  Did you know she's training 
               for the marathon?
 
                                     JOSH
               I don't want to talk about Sarah.
                                     GWEN
               What do you want to talk about, then?
                                     JOSH
               I want to talk about me...
               A beat.
                                     JOSH
               ...and what a fool I've been.
               Gwen is not prepared for this.
                                     JOSH
               I thought if we came here tonight we could...start again.
                                     GWEN
               (flustered)
               But I thought you were over this place.  And, look...There's 
               nothing left.  Not one remnant of our first date...anywhere.
 
               
               Josh sees a plate of fortune cookies on the next table -- somebody 
               left without eating them.
 
                                     JOSH
               (brightens)
               The fortune cookies haven't changed.
               He brings over the plate.
                                     GWEN
               You're supposed to wait--
                                     JOSH
               I can't wait.  I have to know.
               He opens the first.
                                     JOSH
               (reading)
               "You are on the verge of success"...in bed.
               Gwen laughs, opens one herself.
                                     GWEN
               (reading)
               "You will have a change of plans"...in bed.
               Josh reacts, opens a third.
                                     JOSH
               (reading)
               "You are very creative"...in bed.
                                     GWEN
               Hmm.  That's what I've heard.
                                     JOSH
               The last cookie.  Go ahead.
                                     GWEN
               No.  You open it.
               He slowly cracks in open.
                                     JOSH
               It's blank.
               (checks both sides)
               I got a blank.
                                     GWEN
               Blank...in bed.  That's disappointing.
                                     JOSH
               No, it's perfect.  Blank...no problems, no history, nothing...in 
               bed.
 
               He takes her hand.
                                     CUT TO
               EXT. CHINESE RESTAURANT - NIGHT
               Josh and Gwen approach their car.  It's late.  Behind them, the 
               restaurant is closing.
 
                                     JOSH
               By the way, I didn't get your name.
                                     GWEN
               What?
               (off his smile)
               Oh, my name.
               She glances across the street.  A shop window sign reads, "Bail 
               Bonds."
 
                                     GWEN
               My name is Gail.  Gail Bonds.
                                     JOSH
               Well, Gail, I'm not usually this forward on a first date, may 
               I take you to my car and ravish you?
 
                                     GWEN
               Hmm.  On one condition.
                                     JOSH
               What's that?
                                     GWEN
               That you tell me your name.
                                     JOSH
               Oh, I thought everyone knew my name.  I'm Bill Gates.  Billionaire.
 
               
               She laughs.
               INT. JOSH'S CAR -- NIGHT
               They get into the back seat and begin to kiss.
                                     GWEN
               Is it true what they say, Bill, about billionaires?  That all 
               the wealth is just a way to compensate...for size?
 
                                     JOSH
               People are jealous.
                                     GWEN
               I can imagine.  It must be so lonely at the top.
               He reaches between her knees.
                                     GWEN
               What are you doing?
                                     JOSH
               What do you think I'm doing?
               (beat)
               The fortune cookie said you're on the verge of success...in bed.
 
               
                                     GWEN
               We're not in a bed.
                                     JOSH
               You shouldn't read fortune cookies too literally.
               Josh swings Gwen onto his lap.  They go at each other like...a 
               couple of college kids.
 
                                     CLOSE ON JOSH
               As he makes love to his wife, he thinks--
                                     JOSH
               ...Can anyone see us?...Is anyone looking?...Why should it bother 
               you?  You're alone...with your wife...That's the way it's supposed 
               to be...You know every inch of her...every smell...every sigh...every 
               freckle...the shape of her ass...the mole under her nipple...the 
               whole history of her body...And, you know that if you really 
               concentrate, you can succeed...in imagining...she's someone you 
               don't know...
 
               He puts his mind to it--
                                     FADE OUT:
                                     FADE IN:
               INT. GWEN'S HOUSE - DAY
               Gwen and her mother JOANNE are in the living room looking at 
               samples of fabric.  At sixty, Joanne is robust and shrewd.
 
               
                                     GWEN
               Color.  That's the problem with this room, it needs color.  Think 
               of...the vibrant colors of Haiti.
 
                                     JOANNE
               Personally, Haiti does nothing for me.  When your father and 
               I were there -- this was before you were born, I almost died 
               from a piece of lettuce, and I wouldn't want anything to remind 
               me of that trip.
 
               (beat)
               Anyway, quit changing the subject.
               Gwen puts down the swatches.
                                     GWEN
               Alright.  I didn't say anything.
                                     JOANNE
               Because you're not sure?
                                     GWEN
               No, I'm sure.  I'm sure he's sleeping with her.
               (beat)
               And I may have to kill him.
                                     JOANNE
               Hmm.
                                     GWEN
               What?  You think I should just forget about it?
                                     JOANNE
               Yes, I do.
                                     GWEN
               Mother, don't you think honesty is essential in a marriage?
 
               
                                     JOANNE
               It depends.  It can be quite detrimental.
               Gwen begins to pace in exasperation.
                                     JOANNE
               Alright.  Confront him.  You know where it will get you.  Your 
               whole marriage will unravel, and you'll have nothing.  All the 
               things you take for granted -- month-long vacations in St. Lucia 
               -- they'll disappear.  You'll be a divorced woman in her late 
               30s.  Lonely.
 
                                     GWEN
               Why did I invite you over?  You make me feel like shit.
                                     JOANNE
               That's my job.
               The phone rings.
                                     GWEN
               The machine can get it.
                                     JOANNE
               I don't monitor calls.  It makes me feel like I'm hiding in my 
               own home.
 
               BEEP.  From the answering machine--
                                     VOICE
               Gwen, this is David Warren.  Hopefully, a welcome voice from 
               your past.  My show's on hiatus and I'm in town for the weekend. 
                I'd love to catch up.  Are you free for coffee...or something?
 
               
                                     JOANNE
               Pick up the phone.
               Gwen just stares at the machine.
                                     VOICE
               I have no idea what you're up to...I hope life is treating you 
               well.  I heard through a friend of a friend of a friend that 
               you're still married.  Congratulations.  If you want, give me 
               a call.  I'm crashing at my sister's.  The number is -- hold 
               on-- the number is 235-4511.  Hope to hear from you.
 
                                     CLICK.
                                     GWEN
               Wow.
                                     JOANNE
               How long has it been?
                                     GWEN
               College.
                                     JOANNE
               Have you ever seen his show?  It's absolutely dreadful.  I never 
               miss it.
 
                                     GWEN
               If Josh isn't home, I'll watch it.
                                     JOANNE
               Hmm.  It's Kismet, then.
                                     GWEN
               What?
                                     JOANNE
               A brief liaison with an old flame.  The perfect way to deal with 
               your anger.
 
                                     GWEN
               You're insane.  You're an insane mother.
                                     JOANNE
               It'll be good for your self-esteem.
                                     GWEN
               Did it occur to you that maybe he just wants to have coffee?
 
               
               Joanne crosses to the answering machine.  Rewinds the tape.  
               Hits play.
 
                                     DAVID'S VOICE
               ...on hiatus and I'm in town for the weekend.  Are you free for 
               coffee...or something?
 
               She hits stop.
                                     JOANNE
               "Coffee...or something."  He's flirting, admit it.  Coffee...or 
               something.
 
                                     GWEN
               He's stammering.  He's nervous.  He's calling out of the blue!
 
               
               Joanne gathers her purse.
                                     JOANNE
               You're wrong.  I'm right, and I'm going.  But take a tip from 
               someone who's been there.  Opportunity is knocking, Gwen.  You 
               have a chance to level the playing field.
 
               (beat)
               You have a chance to do something good for your marriage.
               Joanne exits.
                                     CUT TO
               INT. GWEN'S BATHROOM - DAY
               Morning.  Gwen, fresh from the shower, studies her face in the 
               mirror as Josh -- unseen, in the bedroom -- dresses for work.
 
               
                                     JOSH
               You're right.  We could use some more color in the living room.
 
               
               (beat)
               Gwen?
                                     GWEN
               Yes?
                                     JOSH
               I said you're right.
                                     GWEN
               About what?
                                     JOSH
               About more color in the living room.
                                     GWEN
               Oh.  I'm glad you think so.
               She leans closer to inspect a new wrinkle.
                                     CUT TO
               INT. HOTEL LOBBY - DAY
               An upscale hotel.  Gwen, in a sheer blouse and a slim leather 
               skirt, fills out the registration card at the front desk.  The 
               DESK CLERK looks up from his computer.
 
                                     DESK CLERK
               And how many nights will you be staying with us?
                                     GWEN
               One.
                                     DESK CLERK
               We do have a two-night minimum.
                                     GWEN
               Then...two.
               She hands him the card.
                                     GWEN
               I'd like to pay in cash.
                                     DESK CLERK
               That won't be a problem.  We just need a credit card imprint 
               for your incidentals...
 
               Gwen reacts.  The Desk Clerk puts her at ease.
                                     DESK CLERK
               ...which we tear up when you check out.
               Gwen smiles.
                                     DESK CLERK
               Will you be needing more than one key?
                                     GWEN
               Two, please.
                                     CUT TO
               INT. HOTEL RESTAURANT - DAY
               Gwen and DAVID lunch in the hotel's elegant dining room.  David 
               is quite the draw, turning heads across the room.  And, it's 
               no wonder.  He has real magnetism.
 
                                     DAVID WARREN
               I'm still reeling.  It was the most humbling experience of my 
               life.  Getting raked over the coals by a bunch of sixteen-year 
               old drama students!  At my own alma mater!
 
                                     GWEN
               I'm surprised they weren't all over you.
                                     DAVID WARREN
               They were, with knives drawn.
                                     GWEN
               What did they say?
                                     DAVID WARREN
               Basically, why am I working on a piece of shit like MALIBU NIGHTS 
               when I should be doing Shakespeare or Chekhov?
 
               (beat)
               It was brutal.
               A WAITER delivers a bottle of champagne to David.
                                     WAITER
               Compliments from the table in the corner.
               The Waiter gestures.  David and Gwen turn.  In the corner three 
               middle-aged women are smiling.
 
               David mouths a gracious "thank you" their way.
                                     GWEN
               See?  Those women are happy you're not doing Shakespeare.
               Beat.
                                     DAVID WARREN
               Gwen.  You look great.  You haven't changed a bit.
                                     GWEN
               I don't think I'm MALIBU NIGHTS material.
                                     DAVID WARREN
               Those women!  Walking boob jobs.  They're appalling.
                                     GWEN
               You look like you enjoy kissing them.
                                     DAVID WARREN
               It's very simple.  I close my eyes and imagine I'm kissing someone 
               else.
 
                                     GWEN
               Hmm.  Someone else in particular?
                                     DAVID WARREN
               Yes.
                                     GWEN
               If she's as tan as you, I don't want to hear about it.
               David reaches for his wallet.
                                     DAVID WARREN
               Here, take a look...
               He hands her a photo.  In it, we see David standing with a distinguished 
               man in his mid-40s.  With them is a smiling boy, about eleven.
 
               
               Gwen is nonplussed.
                                     DAVID WARREN
               What's wrong with this picture, huh?
               She smiles.
                                     GWEN
               Well...Let's start with the man, upper left.
                                     DAVID WARREN
               Andy.  My partner.  And the best thing that's ever happened to 
               me.
 
                                     GWEN
               Okay.  And the boy?
                                     DAVID WARREN
               Eric.  He's Andy's son from a marriage that -- needless to say 
               -- didn't work.  Andy came out when Eric was just five.  Great 
               kid.
 
                                     GWEN
               And when did you...?
                                     DAVID WARREN
               Come out?  About fifteen years ago.
               (off Gwen's look)
               Is this too much information?
                                     GWEN
               No.  But fifteen years ago...That was right after--
                                     DAVID WARREN
               You and me.
                                     GWEN
               Was I the last woman?
               David nods.
                                     GWEN
               Was I that bad?
               David laughs.
                                     DAVID WARREN
               No, you were fantastic.  I was completely confused.
               Gwen quickly gulps down some champagne.
                                     DAVID WARREN
               What's the matter?
                                     GWEN
               Nothing.  I'm very happy for you.  And, I have to confess, I'm 
               relieved.
 
                                     DAVID WARREN
               Why?
               Beat.
                                     GWEN
               Oh -- what the hell -- we're friends, right?
                                     DAVID WARREN
               I'm listening.
                                     GWEN
               I had this ridiculous idea that you wanted to get together to 
               have a...
 
                                     DAVID WARREN
               Oh.
                                     GWEN
               You know...for old time's sake.
                                     DAVID WARREN
               Uh-huh.
                                     GWEN
               And, frankly, I wasn't looking forward to turning you down.  
               Which I would have, of course.  Had you...asked.  Which you're 
               not, because you're...you're...
 
                                     DAVID WARREN
               Married.
                                     GWEN
               Right.
                                     DAVID WARREN
               Happily.
                                     GWEN
               Right.
               She slides her empty glass toward him.
                                     GWEN
               Would you pour me a little more, David?
                                     CUT TO
               INT. HOTEL LOBBY -DAY
               Gwen leans against the front desk.  Tipsy.  The Desk Clerk approaches.
 
               
                                     DESK CLERK
               Can I help you, ma'am?
               Gwen looks lost.
                                     DESK CLERK
               Are you okay?
                                     GWEN
               I'd like to check out.
                                     DESK CLERK
               Was there a problem?
                                     GWEN
               Yes.  I was stood up...by the past.
               Beat.
                                     DESK CLERK
               I'm sorry.  We won't charge you for the room.
                                     GWEN
               No, you don't understand.
                                     DESK CLERK
               Yes.  I do.
               (beat)
               More than you might think.
               Gwen stares at him.
                                     DESK CLERK
               Shall I close out the account?
                                     GWEN
               No.  I need the room after all.
               (beat)
               Will you show me the way there?
               The Desk Clerk looks at her with no apparent interest.
                                     DESK CLERK
               You're in luck.  I was just about to take my break.
                                     CUT TO
               INT. ELEVATOR - DAY
               The Desk Clerk and Gwen ride in the elevator.  Silently.  There 
               is no discernible connection between them.
 
                                     CUT TO
               INT. HOTEL HALLWAY - DAY
               The Desk Clerk leads Gwen to the room.  It couldn't look more 
               business-like.
 
                                     CUT TO
               INT. HOTEL ROOM - DAY
               They enter.  He locks the door.  She surveys the room.
                                     DESK CLERK
               Something from the mini-bar?
                                     GWEN
               No.
                                     DESK CLERK
               How's the air conditioning?
                                     GWEN
               Fine.
                                     DESK CLERK
               Shall I pull down the covers?
                                     GWEN
               I suppose.
                                     DESK CLERK
               Do you want to know my name?
                                     GWEN
               No.
               He takes her in his arms.
                                     DESK CLERK
               You're shaking.
                                     GWEN
               I'll be fine.
               (beat)
               This could get you in trouble.  You could lose your job, right?
 
               
                                     DESK CLERK
               I don't care.
                                     GWEN
               You don't even know me.
                                     DESK CLERK
               You're right.
                                     GWEN
               We have nothing in common.
               Beat.
                                     DESK CLERK
               That's where you're wrong.
               He begins to unbutton her blouse.  Without touching.  Without 
               affection.  After a beat, she begins to unbutton his shirt.
 
               
                                     CUT TO
               INT. HOTEL HALLWAY - DAY
               A little later.  A maid vacuums the carpet as the Desk Clerk 
               emerges, followed by Gwen.  They cross to the elevator, as business-like 
               as before.
 
                                     DESK CLERK
               (to the Maid)
               Buenas tardes, se�ora.
                                     CUT TO
               INT. ELEVATOR - CONTINUOUS
               Gwen and the Desk Clerk board the elevator.  He presses "L" for 
               lobby.  She presses "P" for parking.
 
                                     GWEN
               Thank you for taking care of the room.
                                     DESK CLERK
               Your welcome.
               And they ride in silence.
               In Gwen's mind--
                                     GWEN
               ...And now the score is tied...Oh my God, what will I tell my 
               mother?  I did it with a desk clerk.  Hardly the affair to remember...Of 
               course, she will disapprove.  "Is English even his first language? 
                This is your idea of a liaison?  Your idea of leveling the playing 
               field?  You don't even know the boy's name--" 
 
               Gwen touches the Desk Clerk's arm.
                                     GWEN
               What's your name?
                                     DESK CLERK
               David.
                                     GWEN
               What?  You're kidding me.
               Gwen laughs -- she can't help it.
                                     DAVID
               No.  What's so funny?
                                     GWEN
               Nothing, it's just--
               She laughs even harder.  The elevator door opens.  David gets 
               out and looks at her oddly.
 
                                     GWEN
               Sorry, I just...I didn't think you'd be named David.
               INT. HOTEL LOBBY - DAY
               The door closes on Gwen, leaving David in the lobby.  A bit befuddled.
 
               
               INT. HOTEL FRONT DESK - DAY
               David resumes his post.  DESK CLERK #2 works beside him.  He 
               leans to David--
 
                                     DESK CLERK #2
               There's a woman waiting to see you.  She's been here for half 
               an hour.
 
               He points to a lobby chair, where we find ROSALIE -- 22, spunky, 
               mercurial.  In short...trouble.
 
               She and David made eye contact.  She springs up and advances 
               toward him.
 
                                     DAVID
               Why are you here?
                                     ROSALIE
               You weren't going to return my calls.
                                     DAVID
               Don't you have more important things to do?  Picking flowers, 
               honeymoon reservations...
 
                                     ROSALIE
               Is there somewhere we can talk?
               The desk phone rings.  David picks it up.
                                     DAVID
               (into phone)
               Front desk, David speaking...No, sir.  Tap water is very drinkable 
               in this city...Of course, sir.  We'll send up some bottled water 
               right away.
 
               He hangs up.
                                     ROSALIE
               Is there somewhere we can talk?
                                     DAVID
               What's wrong with here?
                                     ROSALIE
               Privately.
                                     DAVID
               But here, I won't be tempted to raise my voice or do something 
               rash.  That's the first lesson of hotel management.  Never lose 
               your cool, no matter how annoying the guest is.  Not that I plan 
               to go into hotel management.  I don't have ambitions in that 
               direction.  Or any direction, if I recall you correctly.
 
               The desk phone rings again.  Exasperated, David grabs it.
                                     DAVID
               (into phone)
               Front desk, David speaking...Yes, ma'am, the restaurant has a 
               smoking section...Well, I didn't make the policy...If it's any 
               consolation, the smokers are seated in a little corner of the 
               patio, and they feel very bad about themselves.
 
               He hangs up.  And gives Rosalie a very deliberate look.
                                     DAVID
               Rosie, you'd better leave.  Before I get myself fired.
               She starts to protest.  Thinks better of it, and exits.
                                     CUT TO
               INT. EMPLOYEE BREAK ROOM - DAY
               David hangs his uniform shirt in his locker.  He gathers his 
               personal things.  A jacket, a knapsack, and...a violin case.
 
               
               The HOTEL MANAGER approaches.
                                     HOTEL MANAGER
               Yo, fiddler on the roof.
               David reacts -- this is the last person he wants to deal with.
 
               
                                     HOTEL MANAGER
               (regards the violin)
               Wish I could play an instrument.  Chicks really dig that stuff. 
                Tried the guitar in high school.  What can I say?  No discipline.
 
               
                                     DAVID
               Discipline.  Always a struggle.
                                     HOTEL MANAGER
               I hear you.  For instance, it takes a certain discipline to know 
               that when you're working at the hotel, when you're on the clock...
 
               
               (shrugs)
               ...you shouldn't fuck the guests.
               David was not expecting this.
               HOTEL MANAGER (cont'd)
               You want to bring your girlfriend here on your day off?  That's 
               a different story.  I'll even give you the corporate rate on 
               a room.
 
               (beat)
               Just don't do it while you're on the clock.  You hear me?
                                     DAVID
               It won't happen again.
                                     HOTEL MANAGER
               Good.
               David marches away.
                                     CUT TO
               INT. MUSIC CONSERVATORY - DAY
               In a sun-lit practice room, a string quartet rehearses.  Four 
               men -- David included, perform an energetic movement from a Beethoven 
               quartet.
 
               NOTE: Throughout the film, we've heard this string quartet as 
               underscore.  Now...we meet the soundtrack.
 
               David plays with emotion and a physicality we haven't seen in 
               him -- truly, this is where he lives.
 
                                     CUT TO
               INT. CONSERVATORY HALLWAY - DAY
               After the rehearsal.  Violin at his side, David trudges through 
               the exit.  Music emanates from every room.  He turns a corner, 
               runs smack into--
 
                                     ROSALIE.
               She's been waiting.
                                     DAVID
               Jesus!
               She simply picks up where they left off--
                                     ROSALIE
               I want you to be there on Sunday.
                                     DAVID
               No.
                                     ROSALIE
               You told me we'd always be friends.
                                     DAVID
               I lied.
                                     ROSALIE
               You're an important part of my life, David.  There's so much 
               history between us.  I don't want to trash it simply because--
 
               
                                     DAVID
               Because what?  Because you're getting married?
               Beat.
                                     DAVID
               Rosie, I want you to be happy.  I do.  And someday, we'll be 
               friends.  Someday, we'll all go out to dinner.  The four of us.
 
               
                                     ROSALIE
               The four of us?
                                     DAVID
               Sure.  Me, you, Jerry, and whatever pale imitation of you I can 
               dig up to be my date.
 
                                     ROSALIE
               Stop it.
               But he's on a roll--
                                     DAVID
               And the check will come and Jerry will pick up the tab and I'll 
               protest, but not too much.  Then, you'll give me a kiss on the 
               cheek, and some dim memory will stir in me, but not for too long. 
                And we'll say, "It was great to see you."  And it will be great 
               to see you...
 
               (beat)
               ...then.  But, until then....good-bye.
               David exits, leaving Rosalie alone in the cacophonous hall.
 
               
                                     CUT TO
               INT. APARTMENT - DAY
               A clean, modern apartment that Rosalie shares with JERRY -- late 
               20s, upstanding, sturdy good looks.
 
               Rosalie and Jerry sit in the living room, meeting with their 
               WEDDING PLANNER -- a highly efficient woman in her mid-50s.
 
               
                                     WEDDING PLANNER
               We've  got a few more things to cover.  The photos.  There's 
               a courtyard behind the church.  It's a popular backdrop.  Our 
               photographer says the light is gorgeous.  We need twenty minutes 
               before the ceremony for singles.
 
               (beat)
               Oh.  Jerry, your father's press secretary insists on sending 
               someone from the papers.  I told him you want to keep this as 
               private as possible, but...What could I do?
 
                                     JERRY
               I know.  It is an election year.
                                     WEDDING PLANNER
               Exactly what he said.
                                     ROSALIE
               It's okay.
                                     WEDDING PLANNER
               Right.  The guest list.  We have a few more no-show's.
               She consults a list.
                                     WEDDING PLANNER
               Mr. and Mrs. Bennett send their regrets.  Also, Ms. Rothman will 
               no be attending.
 
                                     ROSALIE
               Oh.  David Freeman.  He's not coming.
               Jerry reacts.
                                     JERRY
               He's not?
                                     ROSALIE
               No.  He's not.
                                     JERRY
               After all that shit you put me through, now he's not even coming.
 
               
               The Wedding Planner smiles politely.
                                     WEDDING PLANNER
               So, if there are any last-minute--
                                     JERRY
               (ignores her)
               I guess that means you've been talking with him.
                                     ROSALIE
               Yes, I talked to him.  And I...
               (to Wedding Planner)
               Would you excuse us for a minute?
                                     WEDDING PLANNER
               Take your time.
               Rosalie gets up and leads Jerry into--
               INT. APARTMENT KITCHEN -- DAY
               Once they are out of earshot--
                                     ROSALIE
               I talked to David.  And...I uninvited him.
                                     JERRY
               What?
                                     ROSALIE
               I told him it wasn't right.  I told him he shouldn't be at our 
               wedding.
 
                                     JERRY
               When did you decide this?
                                     ROSALIE
               I don't know...I just realized I don't want our wedding to be 
               about where I've been.  I want it to be about where you and I 
               are going.
 
                                     JERRY
               What did he say?
                                     ROSALIE
               Jerry...
                                     JERRY
               I want to know.
                                     ROSALIE
               He was disappointed--
                                     JERRY
               Of course he was.  He's still in love with you.
                                     ROSALIE
               But he understands.  I drew the line, honey.
                                     JERRY
               Thank-you.
                                     ROSALIE
               I did it for us.
               Rosalie gives him a kiss.
                                     CUT TO
               INT. DAVID'S APARTMENT - NIGHT
               Amidst a clutter of unpaid bills, take-out cartons, and laundry, 
               David practices the violin.  He plays a Bach Partita -- not for 
               the easily intimidated.
 
               The phone rings.  He lets it ring a while before picking up.
 
               
                                     DAVID
               (into phone)
               What do you want, Rose?
                                     ROSALIE
               Were you sleeping?
                                     DAVID
               Yes.  I was.
                                     ROSALIE
               Liar.  You're practicing.  I can hear you.
               He moves to the window.
                                     DAVID'S POV
               Rosalie -- on her cell -- waves to him from the sidewalk, three 
               stories below.
 
                                     ROSALIE
               It's so sad.  Why do you always play sad songs?
                                     DAVID
               I don't write 'em, Rose.
               (beat)
               Is our conversation over now?
                                     ROSALIE
               Please let me in.
                                     DAVID
               No.
               She laughs mischievously.
                                     ROSALIE
               You don't trust me?
                                     DAVID
               No.
               (beat)
               Stay there.  I'll be right...Wait a minute.  This is insane. 
                I'm not coming down.  Go home, Rose.  I mean it.
 
                                     ROSALIE
               I'm going to wait here for one minute.  Sixty seconds.
                                     DAVID
               You do that.
                                     ROSALIE
               Then, I'm gone.  You won't see me again.
               She hangs up.  He hangs up.
                                     DAVID'S POV
               Rosalie sits on the front steps.  Stubborn.
                                     DAVID
               (to himself)
               Be my guest.  Sit there all night.
               David turns from the window.  He accidentally knocks his metronome 
               to the floor, setting it off.  Click...click...click...
 
               David shuts it off, goes to the door.
               His hand on the knob--
                                     DAVID
               If I go down those stairs...it will only lead to one place...right 
               back here...the two of us...a short, brilliant moment...one more 
               to add to the gallery...then, empty-handed again, with nothing 
               to show for it but an emotional hangover...I'm not going to open 
               this door... Discipline... Like the man said, don't fuck the 
               guests...
 
                                     CUT TO
               EXT. DAVID'S APARTMENT - NIGHT
               Rosalie is on the front steps.  She smiles as she hears the door 
               open -- it's David.
 
               He joins her.
                                     DAVID
               I've got nothing to say to you.
                                     ROSALIE
               Fine.  I'll talk...
               A beat.
                                     ROSALIE
               The reason I won't just leave you alone is not because I'm "confused." 
                My feelings are perfectly clear.  I know you find it incomprehensible 
               that I can love Jerry and love you.  And that one love has nothing 
               to do with the other.  But it's true.
 
                                     DAVID
               Rose...
                                     ROSALIE
               What?
                                     DAVID
               This is bullshit.  I can't spell it out any more plainly.  It's 
               impossible!
 
                                     ROSALIE
               Why?
                                     DAVID
               Because I can't be this close to you...and not want to touch 
               you.
 
                                     ROSALIE
               That's it?
                                     DAVID
               That's...it.
               And he does touch her.  He puts his hand on her leg.
                                     DAVID
               And if I can't do that, I don't want to be your friend.  Not 
               now.  Not ever.
 
                                     ROSALIE
               Don't be so mean.
               David flashes an angry look.  Then, he pulls Rosalie close to 
               him.
 
                                     DAVID
               The bottom line is...If I'm with you, I have to touch you, to 
               kiss you.  That doesn't work for friends, does it?
 
               She doesn't answer -- she lets him stroke her leg.
                                     DAVID
               When I'm not with you -- this is more than you need to know...If 
               I touch myself, I can only think about one person. You.  No one 
               else.  Just you.
 
               (beat)
               Friends...that's bullshit.
                                     ROSALIE
               What do we do?
                                     DAVID
               What do you mean "we"?  This is your problem.
               (beat)
               My only problem is how to get you out of my mind.  How to erase 
               you...Delete every bit of you...
 
               (presses an imaginary key)
               Into the ether...
                                     ROSALIE
               Stop...
               She kisses him.  He engulfs her in his arms.
                                     DAVID
               You have to say good-bye.
                                     ROSALIE
               I don't know how...
                                     CUT TO
               INT. DAVID'S BEDROOM - NIGHT
               David and Rosalie have sex on the single bed in his spartan room. 
                She's on top of him -- they face each other.
 
               The lovemaking is both fierce and tender -- longing and leaving, 
               rolled into one.
 
               As Rosalie grows more aroused, she begins to cry.  Tears quietly 
               stream down her cheeks.
 
               David reacts--
                                     DAVID
               Should we stop?
               Rosalie is too choked up to answer -- she shakes her head "no." 
                And they continue -- tears and sex.
 
                                     CUT TO
               INT. DAVID'S BEDROOM - LATER - NIGHT
               David sits in bed alone, while Rosalie showers in the adjoining 
               bathroom.
 
                                     ROSALIE
               David, will you hand me my shampoo?  It's in my purse.
               David opens Rosalie's purse and finds a travel-size bottle of 
               shampoo.
 
               He just shakes his head.
                                     CUT TO
               INT. ROSALIE'S CAR - MOVING - NIGHT
               Rosalie drives home.  Checks herself in the mirror -- her hair 
               is still damp.  She rolls down the window to "blow dry" it.
 
               
               She turns on the radio, finds a rock-and-roll station.  Noisy, 
               mindless, perfect.
 
               In her mind--
                                     ROSALIE
               Hail Mary, full of Grace, blessed be the  fruit of thy womb Jesus...Holy 
               Mary, Mother of God, pray for us sinners, now and at the hour 
               of our death, Amen...Hail Mary, full of Grace, blessed be the 
               fruit of...
 
                                     CUT TO
               INT. ROSALIE'S APARTMENT - NIGHT
               After midnight.  Rosalie slips inside the door.  No sign of Jerry. 
                She removes her shoes and tiptoes into--
 
               INT. ROSALIE'S BEDROOM - NIGHT
               The television is on -- the sound is muted.  An infomercial is 
               playing.  Jerry is sleeping.
 
                                     ON ROSALIE
               She nudges him.  He doesn't stir.  Rosalie sits at the foot of 
               the bed.  She grabs the remote and "un-mutes" the sound.
 
               INT. ROSALIE'S BEDROOM - ON TV - NIGHT
               A physical fitness EXPERT is talking.
                                     EXPERT
               ...And the change is not just physical.  You'll be amazed how 
               quickly your whole outlook will--
 
               INT. ROSALIE'S BEDROOM - NIGHT
               She flicks off the TV.
               Rosalie undresses and climbs into bed.  She starts to kiss Jerry. 
                Slowly, he wakes.
 
                                     JERRY
               Hey...
                                     ROSALIE
               Hey...
                                     JERRY
               What time is it?
                                     ROSALIE
               Late.
               He looks at the time.
                                     JERRY
               It is late.  What happened?
                                     ROSALIE
               Oh.  The girls.  Wedding talk.  We could've gone on all night.
 
               
               She rubs his chest.
                                     ROSALIE
               Jerry...
                                     JERRY
               What?
                                     ROSALIE
               We need to make love now.
                                     JERRY
               Okay...why now?
                                     ROSALIE
               I can't explain it.  We just need to make love now.
               He nods.  He kisses her neck, her breasts.
               Suddenly she stops him, taking his face in her hands.
                                     JERRY
               What's the matter?
                                     ROSALIE
               I just need to fix this moment in my mind.
               A long beat.  She studies his face.
                                     ROSALIE
               I love you.  Totally.  Completely.  I don't want to spend another 
               minute of my life without you.
 
               (off his reaction)
               You don't have to say anything.
               She climbs on top of him.
                                     JERRY
               You're forgetting something.
                                     ROSALIE
               No, I'm not.
               He laughs uncomfortably.
                                     JERRY
               Don't you think...
                                     ROSALIE
               No, I don't.  Let's not use it tonight.
               (beat)
               I'm ready.
               A beat.
                                     JERRY
               If you're ready, so am I.
               She straddles him, rocking back and forth.  With grim determination.
 
               
                                     ROSALIE
               Jerry?
                                     JERRY
               What?
                                     ROSALIE
               Talk to me...
                                     FADE OUT:
                                     FADE IN:
                                     OMITTED
               INT. PHOTOGRAPHY STUDIO - DAY
               Jerry and Rosalie -- dressed informally -- pose for a publicity 
               photo.
 
               The photographer is Todd.
               Each click of his camera brings a blinding FLASH.
               todd
               Very good...you both look great...perfect shot for the paper.
 
               
               rOSALIE
               (to Jerry, sotto voce)
               I didn't mean to put pressure on you.
               jeRRY
               Babe, you're making too much out of this.
               (beat)
               It's not like I didn't enjoy making love.
                                     FLASH!
               rOSALIE
               I know.
               (beat)
               But I also know you would've enjoyed it more if I hadn't...
 
               
               jeRRY
               Raised the stakes?
               roSALIE
               I wasn't going to put it that way.
               (beat)
               But it's true.
               jeRRY
               Maybe it is.  But, please don't read too much into it.
                                     FLASH...FLASH!
               rOSALIE
               I won't.  I promise.
               cUT TO:
               INT. CHURCH - NIGHT
               High ceiling.  Stained glass windows.  Dark mahogany pews.
               At the altar, Jerry and Rosalie confer with their PRIEST -- late 
               60s, doctrinaire.  They're rehearsing.
 
                                     PRIEST
               A lot of young couples prefer "husband and wife" to the traditional 
               "man and wife."  Personally, I don't feel the phrase "man and 
               wife" gives the woman a diminutive status.  But I leave the choice 
               in your hands.  Do you have a--
 
                                     ROSALIE
               Husband and wife.  Definitely.
               Jerry simply nods.
                                     PRIEST
               Good.
               (to Jerry)
               After the blessing, I'll instruct you to kiss the bride.  Keep 
               it simple.  No slobbering.
 
                                     ROSALIE
               That could be tough.  For him.
               The Priest feigns amusement.
                                     PRIEST
               Remember, this is God's house.  And there will be prominent people 
               here as well.  Not to mention the press.  So, let's keep things 
               on the up-and-up.
 
               JerRY
               Right.
                                     CUT TO:
               INT. TOBACCO SHOP - DAY
               Jerry accompanies his FATHER -- late 50s, on a cigar-buying expedition. 
                Tobacco enthusiasts relax in leather chairs.  Wafts of smoke 
               hang in the air -- expensive smoke.
 
               Jerry's Father finds a brand he likes.
                                     FATHER
               Here we are.  Bahia Gold.  Two hundred a box.
                                     JERRY
               You don't have to do this, Dad.
                                     FATHER
               If I can't come to the bachelor party, I want to be there in 
               spirit.
 
               (beat)
               The boys will like these.  Classic.
                                     JERRY
               Thank-you.
                                     FATHER
               I remember my bachelor night.  Frankly, I wish I didn't.  Not 
               a night I'm particularly proud of...I'll leave it at that.
 
               
                                     JERRY
               Why are you sharing this?
                                     FATHER
               Reminiscing.  That's all.
                                     JERRY
               Or warning me.
                                     FATHER
               Nonsense.  I know you.  You won't make an ass out of yourself.
 
               
               (beat)
               Oh...A little something from your mother and me.
               He reaches into his pocket, hands Jerry a key.
                                     JERRY
               What's this?
                                     FATHER
               It's a key.
               (smiles)
               There's a new housing development, just west of here.  I've been 
               giving the developer a lot of breaks, and...now he's giving me 
               one in return.  I'm almost embarrassed to say how little this 
               cost me.
 
                                     JERRY
               I can't accept this.
                                     FATHER
               Yes, you can.
               (beat)
               C'mon.  Make your old man happy.
               Jerry says nothing.
                                     FATHER
               Uh-huh.  I get it.  This is Rosalie's domain.  She should have 
               a say in where you two settle down.  But don't worry, you won't 
               be forcing her hand.  Know why?  Because she's going to love 
               it.
 
               Jerry just nods.
                                     FATHER
               Let's ring these babies up.
                                     CUT TO
               INT. TOWNHOUSE - NIGHT
               Bachelor party in progress.  In the living room, a dozen guys 
               smoke Cuban-rolled cigars, drink shots of Tequila, and watch 
               a Stripper perform.
 
               The least boisterous of the group is Jerry, who watches the action 
               with a drunken glow.
 
               The party's host, Jerry's BEST FRIEND, enters and summons Jerry 
               into--
 
               INT. TOWNHOUSE FOYER -- NIGHT
               The Best Friend aims Jerry toward the stairs.
                                     BEST FRIEND
               Alright, my man.  You ready?
                                     JERRY
               Do I have a choice?
                                     BEST FRIEND
               No.
                                     JERRY
               Then, I'm ready.
                                     BEST FRIEND
               The guys pitched in for this...
               He pats Jerry on the back.
                                     BEST FRIEND
               So go up there and get our money's worth.
               Jerry starts up--
                                     CUT TO
               INT. TOWNHOUSE HALLWAY - NIGHT
               Jerry approaches the bedroom door with a fateful air.  He touches 
               the door knob.
 
               In his mind--
                                     JERRY
               Why am I stopping?...There's a hot girl waiting on the other 
               side of the door...Why worry?  Everyone cuts you slack for this 
               kind of thing...This is supposed to happen...It's a tradition, 
               a time-honored ritual...Losing your tooth, losing your virginity, 
               losing the championship...If I walk through this door, what am 
               I losing?  Nothing...My father was here, and his father was here, 
               and his father's father was here, hand on the door...What am 
               I waiting for...
 
               He pushes it open.
                                     CUT TO
               INT. TOWNHOUSE BEDROOM - NIGHT
               Jerry enters.  The room is dark, except for a shaft of moonlight 
               that silhouettes a girl on the bed.
 
               Her foot dangles off the side, the toenails painted blood red. 
                Jerry turns on a lamp to meet --
 
                                     LORNA
               Sitting on the bed in a tank-top and a short skirt.  As fetching 
               as ever.
 
                                     LORNA
               You must be the groom.
               Jerry laughs.
                                     LORNA
               The guys were right.  You're a looker.
                                     JERRY
               Did they also tell you I don't usually do this kind of thing.
 
               
               She pulls off the tank-top, revealing a black brassiere.
                                     LORNA
               All the better.  I like challenges.
               She crosses to face him.
                                     LORNA
               Getting married tomorrow, huh?
                                     JERRY
               Yes, I am.
                                     LORNA
               Love, honor, and obey.  That's the drill, isn't it?
                                     JERRY
               Yes.  Tomorrow, I take the vows.
               Without much ceremony, she starts massaging his crotch.
                                     LORNA
               Tomorrow...So, technically, this doesn't count.
                                     JERRY
               How's that?
                                     LORNA
               You can't break a vow you haven't taken, can you?
                                     JERRY
               You sound like my lawyer.
               Lorna kneels down before him.  She unzips his pants.
                                     LORNA
               I've done my share of lawyers.  They spend most of the hour negotiating 
               the tip.
 
               (beat)
               That's a joke.
                                     JERRY
               I got it.
               She pulls down his pants, looks up at him.
                                     LORNA
               Something bothering you?
                                     JERRY
               I don't know if I should be doing this.
               She starts to stroke him.
                                     LORNA
               Want my philosophy?  If we don't make mistakes now and then, 
               how are we ever going to learn from them?
 
                                     JERRY
               Now you sound like my priest.
                                     LORNA
               I've done a few of them, too.
                                     JERRY
               Priests?
                                     LORNA
               Lousy tippers.  They spend most of the hour feeling bad about 
               what they're doing.  But they do it anyway.  Then, they shortchange 
               you on the tip.  One of them absolved me once, before he left. 
                That's something, I guess.
 
                                     JERRY
               Who are the best tippers?
                                     LORNA
               The guys who can least afford it.  Guys with families.
                                     JERRY
               And the worst?
                                     LORNA
               Hands-down.  Politicians.
               Jerry reacts.
                                     JERRY
               Politicians?
                                     LORNA
               Sure.  Both parties.  I don't discriminate.  Besides, a penis 
               doesn't know from politics.  A penis is the most politically 
               incorrect part of the body.  It has a simple agenda.
 
               (rehis erection)
               He knows what he wants.
               And she proceeds to give him a blow-job.  Jerry guides her with 
               his hands.  He tries to relax.  He tries...
 
               But he can't.  He yanks her away from him.
                                     JERRY
               Stop it.  I can't do it.
                                     LORNA
               Don't worry about it.
                                     JERRY
               I can't...I'm sorry.
               Lorna instinctively puts a little distance between herself and 
               Jerry.
 
                                     LORNA
               Hey, it's no sweat.  I get paid either way.
                                     JERRY
               No, you don't understand.  I can't fucking go through with it!
 
               
               (off Lorna's non-reaction)
               I can't get married!
               All at once, his face fills with rage.  Jerry swings his fist 
               into the wall, punching a hole in it.
 
                                     JERRY
               Jesus!
               Adrenaline pumping, he doesn't even notice the blood on his hand.
 
               
                                     ON LORNA
               She shakes her head --  she's completely nonplussed.
                                     LORNA
               That was smart.   Now, you're bleeding.  Here...
               She takes him by the arm into--
               INT. TOWNHOUSE BATHROOM -- NIGHT
               She runs cold water over his hand -- it's really banged up.  
               Then, she wraps a towel around it.
 
                                     LORNA
               Better?
                                     JERRY
               Yeah...
                                     LORNA
               Do you love her?
                                     JERRY
               I don't know.
                                     LORNA
               C'mon.  Let's sit down.
               They return to--
               INT. TOWNHOUSE BEDROOM -- NIGHT
               Lorna and Jerry sit on the floor, their backs resting against 
               the bed.
 
               Now the mood is intimate.
                                     JERRY
               She wants to have a baby.  That's the way it's supposed to be, 
               right?
 
                                     LORNA
               I wouldn't know.
                                     JERRY
               My parents approve of her.  Her parents approve of me.  Everybody 
               approves...
 
                                     LORNA
               What's wrong with a little approval?
               Jerry gives her a hard look.
                                     JERRY
               That's my whole life.  My whole goddam carrot-and-stick-life. 
                Ever since I can remember, I've been chasing after this person 
               or that person's approval.  Playing one role, then another.  
               Then another!  The good student.  The good son.  The industrious 
               boy.  Good grades.  High ambitions.  Pats on the back.  Handshakes 
               from people who matter!  The good boyfriend, getting on his knees 
               and proposing to the good girlfriend.  The dutiful bachelor, 
               receiving the traditional blow-job from a...
 
               Jerry stops himself.
                                     LORNA
               (lets him off the hook)
               Professional.
                                     JERRY
               I've lost count of all the roles, there's so many of them.
               (beat)
               I have no idea who I'm playing now.
                                     LORNA
               Huh.
               A beat.
                                     LORNA
               I don't see what the big deal is.  I play roles all the time.
 
               
                                     JERRY
               And you want to do that your entire life?  You can't...you...
 
               
               (beat)
               I don't even know your name.
                                     LORNA
               Lorna.  And I'll do whatever the hell I want.
                                     JERRY
               Well, I can't live somebody else's version of my life anymore. 
                Do you understand?
 
                                     LORNA
               Sure.  I do.
               She gets up and crosses to the window.  Lifts it up.
                                     LORNA
               Here's your chance.
                                     JERRY
               What?
                                     LORNA
               It's not too far a drop to the lawn.  You have gas in your car? 
                Then, go.  It's the first day of the rest of your life...Go. 
                I promise you, this opportunity will not come around twice.
 
               
               (beat)
               Go.
               Jerry stands.  He looks out the window--
                                     HIS POV
               The suburbs at night.  Cozy, warm-lit.
                                     JERRY
               I'm going to do it.
               He smiles at Lorna.  Then, he climbs out the window.
                                     LORNA'S POV
               She watches him hit the ground, hobble across the lawn, and get 
               into his car.  And he's gone.
 
               INT. TOWNHOUSE BEDROOM -- NIGHT
                                     LORNA
               See?  Easy.
               She sits on the bed, takes in the room.  It seems ordinary and 
               strange, all at once.
 
               Lorna spots the bloody towel -- Jerry left it on the floor.  
               She folds it neatly, concealing the blood.
 
                                     CUT TO
                                     OMITTED
               INT. COFFEE SHOP - NIGHT
               Later.  The wee hours.  The only person at the counter is Lorna. 
                She pours cream in her coffee, watches it swirl.  Clouds.
 
               
               Something else catches her eye.
                                     LORNA'S POV
               Behind the counter lies a crumpled newspaper.
                                     LORNA
               (to Waitress)
               Mind if I have that?
                                     WAITRESS
               It's yesterday's.  Morning paper should be here any minute.
 
               
                                     LORNA
               I just want the crossword puzzle.
               The Waitress puts the paper in front of her.  It falls open to 
               the Metro section, where Lorna sees a photo of Jerry and Rosalie 
               -- the one Todd shot.
 
               The accompanying headline"Deputy Mayor's Son to Wed Tomorrow."
 
               
                                     LORNA
               Oh my...
               The Waitress cranes her neck to see.
                                     WAITRESS
               There's a catch, alright.
                                     CUT TO
               INT. LORNA'S APARTMENT - DAY
               Morning.  Terri -- still under the covers -- studies the torn 
               clipping from the paper.  Lorna brushes her teeth.
 
                                     TERRI
               Hello...It's the oldest condition known to man.  Cold feet.
 
               
                                     LORNA
               You're wrong.  I'm telling you he's two states away by now.
 
               
               (beat)
               He made a clean break.  I know it.
               Terri shakes her head.
                                     TERRI
               If you're wrong, you're paying for drinks tonight.
                                     CUT TO
               EXT. STREET - DAY
               Lorna and Terri walk briskly down the sidewalk.  They round a 
               corner to see--
 
               EXT. CATHEDRAL -- DAY
               A magnificent Catholic church. A white limousine -- decorated 
               with streamers -- sits in front, surrounded by expensive cars.
 
               
                                     TERRI
               Well, what do you know...
               Lorna can't believe it -- she almost feels betrayed.
                                     TERRI
               Told you we should've dressed up.
                                     LORNA
               C'mon...we're going inside.
                                     TERRI
               What for?  Wait...
               But Lorna is bounding toward the cathedral.
                                     CUT TO
               INT. CATHEDRAL VESTIBULE - DAY
               Lorna and Terri enter.  The vestibule looks empty.  Suddenly, 
               they are startled by a FLASH.
 
               They turn to find a photographer checking a bulb -- it's Todd.
 
               
                                     TERRI
               Lorna, we shouldn't be here.
               Hearing her name Todd looks up.  Then, he gathers his gear and 
               starts inside.
 
               But Lorna intercepts him.
                                     LORNA
               Excuse me, could you tell me who's getting married in...
               (beat)
               Hey, I know you.  The wedding guy.
                                     TODD
               I'm sorry. Have we met?
                                     LORNA
               Yeah.  You don't remember me?
                                     TODD
               You must be thinking of somebody else.
               Lorna reacts.  Stops herself.
                                     LORNA
               Right.  I must be thinking of someone else.  Sorry.
                                     TODD
               Excuse me...
               And he disappears into the church.
                                     TERRI
               What was that all about?
                                     LORNA
               Nothing.
                                     TERRI
               Nothing, my ass.
                                     LORNA
               Alright, alright.  I slipped.
                                     TERRI
               Slipped?  You broke the cardinal rule of the trade.
               (pedantic)
               Never acknowledge a client in public.
                                     LORNA
               What is this?  Hooking For Dummies?  C'mon...
               Lorna grabs Terri by the wrist and slips into--
               INT. CATHEDERAL -- DAY
               They take a seat in the last pew.
                                     LORNA'S POV
               The front pews are packed, all eyes focussed on the wedding party 
               at the altar.  Jerry and Rosalie face the priest, who blesses 
               the ring.
 
                                     PRIEST
               The wedding ring is a powerful symbol.  It is a circle, with 
               no beginning and no end.  It is also the circle that encloses 
               your love for each other--
 
                                     TERRI
               I'll bet that dress is Vera Wang.
                                     LORNA
               Shhh...
               Jerry and Rosalie turn to face each other.
                                     PRIEST
               Do you, Rosalie, take this man, to have and to hold, in sickness 
               and in health, till death do you part?
 
                                     ROSALIE
               I do.
                                     PRIEST
               And do you, Jerry, take this woman, to have and to hold, in sickness 
               and in health, till death do you part?
 
               A beat.
               Lorna studies Jerry's face for any sign, any hint of his real 
               feelings.
 
                                     JERRY
               I do.
                                     PRIEST
               Then, by the power invested in me by Christ, Our Lord, I now 
               pronounce you husband and wife.
 
               (to Jerry)
               You may kiss the bride.
               They kiss.  Lorna leans forward.  She's moved, despite herself.
 
               
               Terri looks over.
                                     TERRI
               You're crying, I can't believe it.
                                     LORNA
               No, I'm not.
               (beat)
               Weddings make me cry.
               The congregation applauds.  Jerry shakes hands with the best 
               man -- his Father.  He gives his son an approving pat on the 
               back.
 
               Suddenly, a SECURITY GUARD appears in Lorna's face.
                                     SECURITY GUARD
               Ladies, this event is strictly for invited guests.
                                     TERRI
               We're with the groom's party.
                                     SECURITY GUARD
               Ma'am...Let's not do this.  You're not with the groom.
               Terri points to Lorna.
                                     TERRI
               She had his cock in her mouth last night.  Doesn't that count?
 
               
               Lorna bursts out laughing.  Laughing through her tears.  The 
               Guard is not amused.
 
                                     CUT TO
               EXT. CATHEDERAL - DAY
               Lorna and Terri race down the church steps, giggling like school 
               girls.
 
               EXT. STREET - DAY
               They turn a corner, lean against a wall.  Catching her breath, 
               Terri lights a cigarette.
 
                                     LORNA
               I don't know why he came back.
               (beat)
               It wasn't love.
                                     TERRI
               Guess you'll never know for sure.
               They start down the sidewalk--
                                     TERRI
               Remember the guy I told you about -- the writer?
                                     LORNA
               Yeah.  He said he wanted to immortalize you.  What a line.
                                     TERRI
               He's been steady work.  Every Tuesday for the past month.  Well, 
               get this.  Yesterday, he called and asked me out.
 
                                     LORNA
               On a date?
                                     TERRI
               Yeah.  A date.
                                     LORNA
               A non-paying date.
                                     TERRI
               No money will be exchanged.  You want to hear the weird part? 
                I said yes.
 
                                     LORNA
               You're right.  That is weird.
                                     TERRI
               You gotta keep an open mind, Lorna.
               (beat)
               You never know with people.
               They wait at the crosswalk.  Lorna idly glances at the window 
               of a brownstone apartment.
 
                                     WHAT LORNA SEES
               A Man finishing a cigarette.  He catches Lorna looking his way. 
                A Woman comes up behind the Man and casually embraces him.  
               The Man gives Lorna a last look before pulling the curtains closed.
 
               
               The light has changed.  Terri starts walking.
                                     TERRI
               C'mon, what are you waiting for?
                                     ON LORNA
               She lingers at the curb for a moment, pondering her next move.
 
               
               FADE OUT:
               THE END
THIS BOY'S LIFE
       Written by
    ROBERT GETCHELL
  Based on the book by
      TOBIAS WOLFF
   March 1992 Draft
   FOR EDUCATIONAL
    PURPOSES ONLY
                           THIS BOY'S LIFE
    FADE IN:
1   EXT. HIGHWAY - DAY                                          1
    It is 1957, and we are in the deserts of Utah. TONY
    BENNETT sings "Rags to Riches" on the SOUNDTRACK.
    Breath-taking scenery stretches out on either side of a
    highway.
    The CAMERA MOVES to reveal a Nash Ambassador as it labors
    up a hill. Twelve cars are caught behind the thirty-mile-
    per-hour pace. Two cars decide to ignore safety and
    cross the solid yellow line to pass the pokey car.
2   INT. NASH AMBASSADOR - PARALLEL TIME                        2
    Two people are in the straining car -- a woman and her
    son. The woman is CAROLINE WOLFF. Somewhere in her 30s,
    she is a pretty woman who can look beautiful if she works
    at it. (Just now, though, her prettiness is marred by a
    fading bruise on her right cheekbone.) She is bright and
    energetic and lively. Even more important than these
    qualities, though, is her humor. And most important of
    all is a sensual quality she exudes. Her sensuality is
    effortless -- as natural to her as the color of her eyes
    and hair. Men turn on the street to stare at her.
    The boy is TOBY WOLFF. A    pleasant-faced boy with won-
    derful eyes, he is 13 --   teetering on the brink of
    adolescence, so that one   moment he seems like a self-
    assured teenager, and the   very next like a ten-year-old
    kid.
    Just now the ten-year-old kid has the upper hand: bored
    and weary with the long trip, Toby has been arguing with
    Caroline, who is ignoring him.
                              TOBY
               ... Well,  I mean it. I'm serious
               -- I do.   You promise and promise,
               and then  you change your mind,
               just like  that.
                             CAROLINE
                      (totally oblivious)
               ... Uh-huh.
                             TOBY
               You wait 'til you ask me for
               something. Just wait. See if you
               get it.
                                                  (CONTINUED)
                                                            2.
2   CONTINUED:                                              2
                            CAROLINE
                     (as above)
              Toby, hush. Let me just...
    So concentrated on her driving she doesn't even finish
    her sentence, she nurses the car upward. Finally the car
    crests the hill and starts down. Caroline sighs with
    relief. She turns to Toby with a smile.
                            CAROLINE
              What'd you say?
                            TOBY
              I said -- for the twentieth time
              -- if a person promises somebody
              something, they can't just turn
              around and take it back.
                            CAROLINE
              Oh, honey, Jesus. Don't start
              with that again.
                             TOBY
              Why not?
                            CAROLINE
              Because I'm the mother, and I
              get to tell you what to do every
              minute of your life 'til you're
              eighteen. Seriously, we've got no
              money. I can't buy you the
              moccasins.
                            TOBY
              I bet if you'd promised Roy some
              moccasins he'd of got 'em.
                            CAROLINE
              No talk about Roy, okay? And ditto
              the moccasins. We, can't, afford,
              them.
                            TOBY
              Yeah, but you did promise...
                            CAROLINE
              Sue me. Take me to court. Oh,
              Toby, I know you're disappointed,
              but...
                             TOBY
              Jack.   Call me Jack.
                                                  (CONTINUED)
                                                           3.
2   CONTINUED:   (2)                                            2
                            CAROLINE
              You're going to drive me to an
              early grave: I'm never going to
              make Salt Lake City.
                            TOBY
              Seriously. If a person can't get
              a stinking miserable pair of
              moccasins, at least he ought to be
              able to choose his own name...
                     (loud)
              ... and I wanna be called Jack!
                            CAROLINE
              Fine.  And you can call me...
                     (she thinks)
              ... Jeanette. Jeanette Marie.
                            TOBY
              Oh, you're so stupid sometimes,
              I...
    The BAWLING of an AIRHORN interrupts him. Both of them
    look through the back window and see a huge tractor-
    trailer truck, out of control, bearing down on them.
    Caroline brakes and steers a hard right, SKIDDING the
    NASH safely onto the side of the road.
    The truck, its HORN BLASTING steadily, shimmies and
    slides past them, and then, hideously, fails to make the
    next curve: it smashes through the guard rails and into
    empty space, its HORN still BLARING.
    Caroline and Toby look at each other, then scramble out
    of the car.
3   EXT. BROKEN GUARD RAIL - DAY                                3
    Other drivers have stopped to look: hundreds of feet
    below, the truck lies on its back among boulders.
    Caroline glances, then turns away. She pulls Toby
    away, one arm around his shoulder.
4   EXT. NASH AMBASSADOR - MINUTES LATER                        4
    Caroline fills the Nash's steaming radiator with a can of
    water.
                             CAROLINE
                     (not much heat)
              Goddamn thing.
                                                (CONTINUED)
                                                        4.
4   CONTINUED:                                          4
    She glances back to where a larger crowd of people stare
    avidly down at the truck. She bites her lip.
                            CAROLINE
              Oh, that poor man.
    There is a pause.   Then Toby speaks:
                            TOBY
              I hope to hell this isn't some
              kind of omen.
    Caroline turns to Toby, her face worried. Then she sees
    the look in Toby's eyes -- he's ragging her. She grins
    and gives his shoulder a light, affectionate shove.
5   INT. NASH AMBASSADOR - NIGHT                               5
    Toby (feet up on the dashboard wearing a brand-new pair
    of Indian moccasins) and Caroline sing "Mood Indigo"
    together. Toby holds  a complicated-looking, black con-
    traption which looks something like an antique flashlight.
                            TOBY
              How's this thing work, anyway?
                            CAROLINE
                     (not confident)
              It makes a black light that, uh,
              causes uranium traces to glow.
                            TOBY
              And we just walk along the street
              and find this glowing uranium?
                            CAROLINE
              Well, it was everywhere in Moab,
              they say -- just like gold in the
              gold-rush days.
                            TOBY
              But we were too late in Moab, and
              that guy at the office said
              nobody'd found any uranium in Salt
              Lake City.
                            CAROLINE
              Well, that means we'll have the
              place pretty much to ourselves,
              huh? Honey, this could be a big
              break for us. If this works out,
              oh, just think: we'll get us a
              house, get rid of this damn Nash
              Ambassador -- no money worries...
              It'll be like heaven on a June day.
                                                        5.
6   INT. CAR - DAWN                                           6
    We hear "MOOD INDIGO" on the car RADIO and see that a
    weary Caroline has driven through the night and Toby is
    slumped against the passenger door. Toby stirs, then
    opens his eyes.
                            CAROLINE
              Ask me how far we are from Salt
              Lake City.
    Toby is instantly awake, excited. Caroline points to a
    small highway sign and both she and Toby yell out.
                            CAROLINE/TOBY
              Forty-seven miles to go!
    Both of them are laughing with excitement. Toby claps
    his hands together once, very hard, and Caroline yells --
7   EXT. HIGHWAY - MORNING                                    7
    Well, hell. The Nash Ambassador sits by the side of the
    road, its hood up, its radiator steaming. Caroline and
    Toby sit in a patch of shade by the car.
                            CAROLINE
              If I could have one wish right
              now -- only one wish -- you know
              what I'd like? I'd like to burn
              this damn Nash Ambassador to a
              crisp.
                     (as Toby laughs)
              I'm serious. I hate it. I hate
              the factory that produced it, and
              I hate the man who invented it.
                            TOBY
              It almost makes me want to see Roy
              -- he was the only one could make
              the thing stop overheating.
                     (a beat)
              My God, he was boring. Boring and
              mean: you sure got crappy taste in
              boyfriends.
    At the mention of Roy's name, Caroline lightly touches
    the bruise on her right cheekbone. Not enjoying the talk
    about Roy, she pours the water into the radiator, and
    speaks directly to the car.
                            CAROLINE
              I'd like to burn you to the ground.
                     (to Toby; big smile)
              Let's go get rich in Salt Lake
              City!
                                                         6.
8    EXT. SALT LAKE CITY (DOWNTOWN) - DAY                       8
     Toby waits beside the Nash Ambassador, looking toward a
     three-story concrete building. He holds a portable
     RADIO, which PLAYS DEAN MARTIN singing "Volare."
9    INT. BUILDING - PARALLEL TIME                              9
     Caroline, holding the imitation Geiger counter, stands
     across the counter from a MAN who is looking at her
     very strangely.
                             MAN
               You're pulling my leg, right?
                             CAROLINE
               No, I came here to look for
               uranium.
                             MAN
               My God, lady. If you're looking
               for uranium, why didn't you go to
               Moab?
                             CAROLINE
               We went there, but everybody'd
               beaten us there. We were too late.
                             MAN
               So you came here just on the
               chance you'd find uranium?
               Listen, you mind me saying
               something to you might sound rude?
               Lady, you got more courage than
               you got common sense.
10   EXT. NASH AMBASSADOR - DAY                                 10
     Caroline exits the building, dumps the Geiger counter in
     a trash can and strides to the car. She gets in, and
     says two words:
                             CAROLINE
               Don't ask.
11   INT. NASH AMBASSADOR - DAY                                 11
     Caroline turns the key in the ignition and gets only a
     maddening RER-RER-RER-RER noise from the ENGINE:
     wearily, she rests her forehead on the steering wheel.
                                                             7.
12   EXT. NASH AMBASSADOR - TWENTY MINUTES LATER             12
     Caroline and Toby have the hood up and are peering into
     the engine.
                              TOBY
               That mechanic in Colorado said it
               needed points.
                             CAROLINE
               I know. Don't tell me what I
               already know. This thing's a
               bottomless pit. I don't know what
               to do. No matter how much money I
               pour into it...
     Suddenly a WOMAN in pedal-pushers and a thin, inexpensive
     sweater stops. She's vaguely low-class, but friendly and
     sympathetic.
                             WOMAN
               I'd rather be whipped with a belt
               than have car trouble. 'Course
               these days I don't have to worry
               about that. My husband got laid
               off at the mill, and they
               repossessed the car, so wherever
               I wanna go, I just have to hoof
               it, you know?
     Caroline smiles, then her face changes.
                                CAROLINE
               You don't have    a car?
                      (as the    Woman
                       shakes    her head)
               You want this    one?
     Shocked, the Woman says --
                             WOMAN
               I... uh... I...
                             TOBY
               You're gonna give our car away?
                             CAROLINE
                      (to the Woman)
               Seriously. It needs points, and
               it overheats constantly, but you
               can have it if you want it,
               because my hand to God, I can't
               look at it one more minute.
                                WOMAN
               Well, sure...
                                                   (CONTINUED)
                                                             8.
12   CONTINUED:                                              12
                             CAROLINE
               Get the bags out. Get the owner's
               slip out of the glove compartment.
               We're rid of this son-of-a-bitch
               pink and white albatross. You
               don't mind taking a car with a big
               dent in the passenger door?
                             WOMAN
               Hell, no.
                      (she looks)
               There's no dent there...
     Caroline draws back her leg and delivers a terrific,
     flat-footed kick to the door, leaving a dent the size
     of a dish-pan.
                             CAROLINE
               Oh, yes there is!
     Toby hands the Woman the owner's slip, Caroline gives her
     the keys.
                             WOMAN
               ... you really just giving me this
               car?
                             CAROLINE
               It's done. It's yours. You got
               yourself a Nash Ambassador!
                      (to Toby)
               Let's go!
     Both of them pick up two bags apiece -- all they have in
     the world -- and off they go, feeling good.
13   EXT. CITY STREET - DAY (FEW MINUTES LATER)                   13
     1957 is all around us: gas is 29.9 cents a gallon; bread
     is 19 cents a loaf; cars are curved and heavily chromed;
     people occasionally nod and smile at strangers; children
     carry hula hoops. In all, a gentler time. Caroline and
     Toby stride along briskly, as if they knew where they
     were going.
                             CAROLINE
               ... find ourselves a cheap room
               someplace, we'll get you into
               school, I'll brush up on my typing
               and get a job, and things'll start
               looking up. I feel it: the good
               times are coming. And at least
               we're rid of that damn Nash
               Ambassador!
                                                (CONTINUED)
                                                              9.
13   CONTINUED:                                                    13
                             TOBY
               Yeah, and like Dad used to say,
               'We may be broke, but we're never
               poor.' And later, if we get a
               house with a big yard, I could
               get a collie, you know? One like
               Lad or Grey Dawn. And someday
               maybe a palomino. And I'm going
               to try harder in school, too...
     The two of them walk on -- a bit foolish, but, in an
     odd way, brave as hell.
14   INT. VICE PRINCIPAL'S OFFICE - DAY                            14
     A subdued Toby sits in front of the VICE PRINCIPAL.
                             VICE PRINCIPAL
               ... like to give new boys the
               benefit of the doubt, but this
               is the second time in two weeks
               that you've been in front of me,
               and I don't like that.
                      (picks up a telephone)
               Now I think you better just call
               your mother and tell her to come
               down here.
                              TOBY
               She works.   She's working.
     Silent, the man continues to hold out the telephone to
     Toby. Finally he takes it and dials.
15   EXT. SCHOOL - AFTERNOON                                       15
     Caroline and Toby exit.   Toby sullen; Caroline angry.
                             TOBY
               It wasn't me broke their stupid
               windows.
                               CAROLINE
               Liar.
                             TOBY
               Gee, thanks a lot, Mom -- believe
               them instead of me.
                             CAROLINE
               If you care anything about me at
               all, you'll shut up.
                                                   (CONTINUED)
                                                              10.
15    CONTINUED:                                              15
                              TOBY
                Yeah, well if you'd stayed married
                to Dad none of this would've ever
                happened.
                              CAROLINE
                Look, don't you put that    on my
                back: I can't make your     father
                call you. I can't make     your
                brother write you. They     dumped
                you. Yes. But it's not      my fault.
16    INT. CAROLINE AND TOBY'S ROOM - AFTERNOON                     16
      The place is pretty bleak: a room and a half, Murphy
      beds, linoleum floors, and a bath down the hall.
      Caroline and Toby enter. She pulls down the Murphy
      bed and falls onto it fully dressed, saying:
                              CAROLINE
                My head is killing me.
      Toby heads for his room.
16A   SAME SCENE - DUSK                                       16A
      Caroline wakes up with a start, then sees Toby sitting
      in a chair, watching her.
                              CAROLINE
                What time is it?
                                TOBY
                Seven.    Almost.
                              CAROLINE
                Why didn't you wake me?
                              TOBY
                I started dinner. The potatoes
                are frying, and I'm heating up the
                hot dogs.
      Caroline sees that he's trying to make it up to her, and
      pats the bed for him to sit down next to her. He moves
      to sit beside her.
                              CAROLINE
                Hold your mother's hand.
                                                    (CONTINUED)
                                                            11.
16A   CONTINUED:                                            16A
                                TOBY
                I'm sorry.
                              CAROLINE
                I know you are, honey. Ah, well
                -- it wasn't fire, and nobody
                bled, so I guess we're okay.
      The TELEPHONE RINGS and she answers it.   When she hears
      the VOICE on the other end she once again  touches her
      right cheekbone with a finger -- the spot  where the
      bruise had been. She sags back against a   wall.
                                CAROLINE
                Yes...
                         (listens)
                Yes...
                       (listens)
                Yes, I know...
                       (listens)
                You're right...
                       (listens)
                All right, yes... in an hour,
                then.
      Caroline hangs up.
                                TOBY
                Who was that?
      She closes her eyes.
                                TOBY
                Who was that?
      Caroline laughs aloud, then slides down the wall until
      she's on the floor still laughing.
                              CAROLINE
                We've got a guest for dinner:
                it's Roy. He tracked us down.
      Toby groans and falls full-length onto the sofa.
17    INT. CAROLINE AND TOBY'S KITCHEN - ONE HOUR LATER           17
      Caroline, Toby and ROY are eating at the tiny table. Roy
      is good-looking in a meaty, hairy-chested sort of way.
      Though he is on his very best behavior just now, there is
      a mean streak in him.
      Toby, delighted, holds a Winchester .22 rifle across his
      lap -- a peace-making gift from Roy.
                                                  (CONTINUED)
                                                              12.
17   CONTINUED:                                               17
                              ROY
               ... I found me a room, but it's
               clear the hell and gone 'cross
               town. And I think I got a job
               lined up doin' tune-ups in a
               Texaco station. How you like it
               at Winstead's?
                             CAROLINE
               How do you know where I work?
                             ROY
               I been here almost a week.
                             CAROLINE
               You followed me around?    For a
               week? Watching?
     Roy doesn't answer.   He just wiggles his eyebrows like
     Groucho Marx.
                             CAROLINE
               And how did you ever find me?
     Again, Roy does the Groucho Marx.    He turns to Toby.
                             ROY
               You like the rifle, Toby?    'Jack,'
               I mean.
                             TOBY
               It's the best present I ever got.
               I just love it.
                      (to Caroline)
               I'm going to pretend I'm shooting.
                             CAROLINE
               Don't point that thing at anybody
               or I won't teach you to shoot.
                             TOBY
               It's not loaded!
                               CAROLINE
               You heard me:    anybody or any
               thing.
                             TOBY
               It's got no bullets, for God's
               sake.
                             CAROLINE
               Don't make me speak to you again.
                                                   (CONTINUED)
                                                            13.
17   CONTINUED:   (2)                                             17
                             TOBY
               I'll point it at the sky, then.
     Caroline sighs. Toby opens a screenless window and
     points the gun up into the night sky, pretending to fire
     it over and over. Caroline starts to clear the table.
     Roy jumps up to help her.
18   INT. LIVING ROOM - TWO HOURS LATER                           18
     Caroline and Roy are   kissing on the sofa, and he is all
     over her: his hands    are on her breasts, her thighs,
     everywhere. Aroused    in spite of herself, Caroline pulls
     away, indicating the   light in the other room.
                              CAROLINE
               Don't.   Toby's still up.
     Roy leans back, smiling, and eyes Caroline.
                             ROY
               You are one sweet thing, baby:
               just the sight of you makes my
               dick hard.
     He pulls her to him, starting to kiss her. She fends him
     off, looking worriedly toward the room where Toby's light
     burns.
                             ROY
               Aw, he won't hear anything.
     Again he pulls her toward him; again she turns her head
     from the kiss.
     Then it happens.
     A spasm of anger passes across his face and he shoves
     Caroline away from him. It's a hard shove, but nothing
     that could really hurt her. Violence has happened before
     between these two, and they recognize it. Caroline is
     immediately on guard, and Roy is apologetic.
                             ROY
               Shit, baby, I'm sorry. I didn't
               mean that. I'm just so glad to
               see you.
     He slides toward Caroline, kisses her. This time she
     accepts the kiss -- feels she has no choice.
                                                             14.
19   INT. KITCHEN - PARALLEL TIME                                  19
     Dressed for bed, Toby stands by an open window. He can
     hear every WORD of ROY'S, who continues to apologize
     between kisses. The room is illuminated by a nearby
     streetlamp. The frosty air from the open window causes
     his breath to steam. He raises two fingers to his lips,
     pretends to take a drag on a cigarette and blows out the
     steam from his breath. The VOICES in the other room grow
     a bit LOUDER, almost to an argument, and then SUBSIDE
     again. Toby takes another drag from his pretend cig-
     arette. He looks very young.
20   EXT. RESIDENTIAL STREET - AFTERNOON                           20
     Toby wanders toward the rooming house. He stops to watch
     TWO fiftyish WOMEN who are working in a garden. One
     Woman looks up.
                               WOMAN #1
               Hi.
                               TOBY
               Hello.
     The Woman stops to take a breather, lights a cigarette,
     pokes her companion.
                             WOMAN #1
               My Lord, look at the eyes on
               him -- won't he be a heartbreaker
               in three, four years?
                               WOMAN #2
               Bedroom eyes.
     Toby smiles.
                             WOMAN #1
               You live in the neighborhood,
               sweetie?
                             TOBY
               Over there.
                      (a beat)
               I won't be here long, though,
               'cause my dad's coming to get me.
                               WOMAN #1
               Oh, yes?
                             TOBY
               Yeah. I'm gonna live on his
               ranch in Phoenix. The "Lazy B,"
               it's called.
                                                   (CONTINUED)
                                                             15.
20   CONTINUED:                                              20
                             WOMAN #2
               That sounds like fun.
                             TOBY
               It is. I've got a palomino horse
               and a collie, and Dad lets us go
               on hunts all by ourselves. He
               gave me this Winchester .22, and
               last year I shot a mountain lion
               with it. And Lad -- that's my
               dog -- found a nest of rattlesnakes
               one time, and killed all twelve
               of them...
     The two Women exchange a glance.     It's obvious the boy
     is lying.
21   INT. CAROLINE AND TOBY'S ROOMS - AFTERNOON (SAME DAY)21
     Toby enters.   Four packed suitcases lie on the bed behind
     Caroline.
                             TOBY
               What're you doing home so --
                      (as he sees
                       suitcases)
               We going someplace?
                               CAROLINE
               We sure are.
                               TOBY
               Where?
                               CAROLINE
               I don't know.    Got any suggestions?
                               TOBY
               Phoenix.
                             CAROLINE
               Good. I was thinking of Phoenix
               or Seattle -- lots of opportunities
               in both those places.
                             TOBY
               What about your fabulous
               boyfriends? What about the
               fabulous, boring Roy? Is he
               coming, too?
                                                   (CONTINUED)
                                                             16.
21   CONTINUED:                                              21
                             CAROLINE
               Not if I can help it. I looked
               out the window at work today, and
               he was parked across the street,
               watching.
                             TOBY
               Roy's so uncool. So boring.
                             CAROLINE
               You liked him well enough last
               night.
                      (imitating Toby)
               'Oh, Roy, I just love my rifle
               so much! It's the bestest present
               ever!'
                              TOBY
               Oh, shut up.
     But he's smiling, completely unbothered.
     Suddenly Caroline laughs, stands up, and begins to close
     the suitcases. Toby laughs, too.
                             TOBY
               Now? We're going now?     What about
               all the food?
                              CAROLINE
               Leave it.
                             TOBY
               Even the canned stuff?
                              CAROLINE
               Leave it!
     They grab the four heavy suitcases and head out the door.
     Both of them are laughing.
22   INT. BUS STATION - AFTERNOON                                  22
     Caroline and Toby stand at a ticket counter,
     disappointed.
                              TOBY
               Well, ask him when the next one
               to Phoenix is.
                             TICKET SELLER
               Tomorrow morning, eleven
               forty-five.
                                                   (CONTINUED)
                                                             17.
22   CONTINUED:                                              22
     Toby and Caroline groan, then Caroline brightens.
                             CAROLINE
               What about Seattle?
                             TICKET SELLER
                      (consults a list)
               Leaves in nine minutes.
     They look at each other.
23   EXT. BOARDING AREA                                            23
     Toby and Caroline hurry onboard a Greyhound bus with
     Seattle as its destination.
                             CAROLINE
               ... I've always had a good head
               for figures, and if I could get
               my C.P.A. license, I believe we
               could make a real go of it in
               Seattle. I'll advertise for
               roommates, and I bet we find us
               a real cute house to rent.
                             TOBY
               If there's a big yard, can I get
               a collie?
                             CAROLINE
               Sure. Oh, honey, I feel a wind
               at my back: I think this is
               going to work out good.
                             TOBY
                      (as they board
                       bus)
               Yeah -- like heaven on a June day.
     The DOORS of the bus close. WHOOSH! The bus begins to
     move. Caroline and Toby's faces are at the window:
     Seattle or bust.
                                                  DISSOLVE TO:
24   EXT. TRACT HOUSE (SEATTLE, WASHINGTON) - AFTERNOON            24
     The house is a nasty little thing with peeling paint.
     From inside we hear:
                                                  (CONTINUED)
                                                          18.
24    CONTINUED:                                          24
                              CAROLINE (O.S.)
                ... and if you cut school again
                I'll just wear you out -- do you
                hear me? I'm tired of it!
                                TOBY (O.S.)
                Yeah, yeah...
      Toby exits the house.
      But, Jesus, what a new Toby: he's turned cool. A few
      months have passed.  He now wears T-shirts and jeans
      which ride way low on his hips. As he walks along, he
      combs his hair into a duck's ass in back, and forward
      into a curl at the center of his forehead. He's 1957 hip
      -- or thinks he is.  He strolls on, feeling cool.
24A   EXT. TRACT HOUSE/FURTHER DOWN STREET - AFTERNOON          24A
      From one of the houses TERRY TAYLOR emerges, falling into
      step with Toby. He's Toby's age, and is almost an exact
      replica of him.
                                TOBY
                Hey, Terry.
                              TERRY TAYLOR
                Hey, Jack. What'd your mom say
                about skipping school today?
                                TOBY
                Who listens?
                              TERRY TAYLOR
                You go over to Wanda's house last
                night?
                       (as Toby nods)
                You make out good?
                       (as Toby nods again)
                How good?
                              TOBY
                I fucked her 'til her nose bled.
                                TERRY TAYLOR
                Sure you did!    Oh, Wolff, you're
                rich.
25    INT. APARTMENT - AFTERNOON                                25
      TERRY SILVER opens the door to admit Toby and Terry
      Taylor. Silver is a clone of both Toby and Terry Taylor.
                                                             19.
26   INT. LIVING ROOM - AFTERNOON                                  26
     As the three boys troop through the room, they pass Terry
     Silver's two SISTERS, who are sprawled sensually on a
     sofa.
                             SISTER #1
               Oh look -- it's Elvis, Elvis,
               and Elvis.
                             TERRY TAYLOR
               Excuse me, but does your face
               hurt? 'Cause it's killing me.
     With that piece of high wit, they're out of the room.
27   INT. TV ROOM - AFTERNOON                                27
     The boys light up three cigarettes (opening a window so
     the smoke will disappear), then throw themselves onto the
     floor in front of a black-and-white TV.
     Superman is ON. When Lois Lane comes on, Terry Taylor
     starts moaning as if sexually aroused; Terry Silver jumps
     to his knees and licks the TV screen repeatedly, also
     moaning. Toby closes his eyes, also as if in sexual
     transport.
                             TOBY
               Oh, Lois. Oh, baby, come here --
               I got six hot inches just waiting
               for you.
                             TERRY TAYLOR
               Man, look at her! Look at that
               body-y-y-y.
                             TERRY SILVER
                      (continues licking
                       screen)
               Um-m-m-m. M-M-M. Oh, Annette, I
               want you. I want you so bad.
                             TOBY
               Oh, babybabybabybabybaby...
               You make my dick hard!
     The three carry on for a few more seconds.
                                THREE OF THEM
               Yum, yum, yum.
                                                   (CONTINUED)
                                                             20.
27    CONTINUED:                                             27
      Making wet kissing noises, or just rocking their heads
      back and forth as if tempted beyond endurance. Then,
      slowly, they shut up and lie back down.
27A   SAME SCENE - LATER                                           27A
      And this is what they really wanted: absolutely silent,
      all three boys stare fixedly at the screen. They are
      totally absorbed, caught up in the sweetness and warmth
      of the show.
      Not one of these boys has ever touched a girl's breast;
      all three are at least two years from their first shave;
      all three are pre-pubescent, and their sexuality is all
      bravado -- now we see them for what they are: three
      skinny-armed 13-year-olds, fascinated by Superman.
28    INT. TOBY AND CAROLINE'S KITCHEN - DUSK                      28
      Caroline pirouettes for her two roommates, KATHY, a
      diffident, sweet-faced young woman, and MARIAN, a
      heavyset, loud, red-faced woman who eats compulsively
      from a package of oatmeal cookies. Both of the women ooh
      and aah over Caroline's dress.
                              KATHY
                That belt just makes it.
                              CAROLINE
                It does pick up the green, doesn't
                it?
                              MARIAN
                And you say he's getting serious
                already?
                              CAROLINE
                Yes, I think. He keeps talking
                about marriage, keeps saying he
                wants to meet Toby.
                              MARIAN
                Well, that's it -- three dates and
                you got 'im good.
                              CAROLINE
                I don't know if I want him --
      She stops as Toby enters the kitchen.
                                                   (CONTINUED)
                                                              21.
28   CONTINUED:                                               28
                             TOBY
               Don't want who?
                             KATHY
                      (about Toby)
               Little pitchers...
                             MARIAN
               Well, it's the tough guy who can't
               be bothered to go to school.
                             CAROLINE
                      (to Toby)
               Oh, it's nothing -- we were
               talking about Dwight. I told you
               about Dwight.
                             TOBY
               He the one drives down from the
               boondocks? The mechanic? Dwight.
               What a stupid name.
                      (he draws the name
                       out)
               Dwiiiight. Duhhhhwight.
               Dwight-tah-h-h-h. Dwighttahhhhh.
     There is a KNOCK    on the front door. Toby sticks his head
     around the door,    looking into the living room. A man is
     outlined against    the sunset, only his black silhouette is
     visible. It is     our first glimpse of DWIGHT.
     Has the man heard him?     Toby doesn't know for sure.
     Caroline brings Dwight into the kitchen.     He is older
     than her, an attractive-enough man. He     is well-built,
     has a full head of brown hair, and very    white teeth.
     Those are his good points. On the minus     side: his over-
     eagerness to please, his nervous smiles    and his clothes.
     He wears two-tone shoes, a hand-painted    tie, and a
     monogrammed handkerchief, folded beyond    perfection, in
     the pocket.
     Caroline introduces him to Marian and Kathy.     Then she
     introduces Dwight to Toby.
     Dwight is all smiles.
                             CAROLINE
               Would you like coffee before we
               go? Or a Coke?
                              DWIGHT
               You know, I believe I could stand
               a cup of java.
                                                   (CONTINUED)
                                                             22.
28   CONTINUED:   (2)                                              28
     As Caroline pours the coffee, Dwight turns to Toby.
                             DWIGHT
               So you're Toby.
                             TOBY
               No.
                             DWIGHT
               You're not Toby?
                             TOBY
               No.
                             CAROLINE
               Oh, he wants to be called 'Jack.'
               It's so silly... ever since he
               read Jack London.
                             DWIGHT
               Well, I'll call him anything he
               wants.
                      (to Toby,
                       confidential)
               I always say people can call me
               anything they want, long as they
               don't call me late for supper!
     Kathy and Marian think it's pretty funny.     They laugh.
     Caroline smiles. Toby just stares.
                             DWIGHT
               So, Jack, you like school?
                             TOBY
               No.
                             MARIAN
               He might like it if he ever went
               there and tried it.
                             TOBY
               Oh, have another cookie, Marian --
               keep your strength up.
                             MARIAN
               I'd like to just yank that nasty
               tongue of yours out by the roots.
                             CAROLINE
                      (to Dwight, light)
               My son's decided to try to drive
               me into an early grave. Truly.
                             (MORE)
                                                   (CONTINUED)
                                                             23.
28   CONTINUED:   (3)                                              28
                              CAROLINE (CONT'D)
                      (to Toby; not so
                       light)
               You straighten up and be polite,
               you hear me?
     Dwight takes a swallow of the coffee.     His eyes widen.
                                DWIGHT
               Who made this?
                                CAROLINE
               I did...
                             DWIGHT
               Well, well, well, all I can say is
               that you people are pretty lucky
               to live in a house where -- oh.
     Marian puts a cigarette into her mouth. Dwight jumps up,
     pulls a velvet case from his pocket and extracts a mono-
     grammed Zippo. He snaps open the top of the lighter
     against his leg, and holds the flame in front of Marian's
     face. She lights her cigarette. Then Dwight perform the
     Zippo drama in reverse.
     What a conversation stopper.     Finally, Kathy speaks to
     Toby.
                             KATHY
               I hear you're invited up to
               Dwight's next week for
               Thanksgiving.
                             DWIGHT
               Aw, you'll love it. Great air,
               great water. For scenery, all you
               have to do is step outside your
               front door and open your eyes.
               And there's a turkey shoot
               Thanksgiving Day. Your mom said
               you might like it, so I signed you
               up.
     Toby sits up, eager.
                             TOBY
               Really? I can shoot my Winchester?
               Great! I bet I could be the one
               to get the turkey.
                                                   (CONTINUED)
                                                              24.
28   CONTINUED:   (4)                                               28
                             CAROLINE
               Well, amazing: it can sit up and
               talk like a normal human being.
                      (notices the time)
               Dwight, we're going to be late.
     She grabs her coat (which Dwight jumps up to hold for
     her) and they exit. As Dwight leaves he kisses his hand,
     then throws the kiss toward Marian and Kathy. The
     instant the front door slams:
         TOBY                MARIAN                      KATHY
      What a geek.      I love a man knows      He's so appealing.
                        how to dress.
29   EXT. RESIDENTIAL STREET - AFTERNOON                            29
     We hear SCREAMING. Toby and Terry Taylor race BY the
     CAMERA on stolen tricycles, yelling as if they're attack-
     ing Indians. Behind them comes Terry Silver, on foot.
     Atop a small hill, both boys jump off, letting the
     TRICYCLES SMASH into a parked car. Then they run like
     hell with Terry Silver bringing up the rear.
30   INT. CAROLINE AND TOBY'S LIVING ROOM - MORNING                 30
     Caroline is dressed casually. Toby has on a shirt and
     sweater. He is pretending that he's buck-toothed.
     Caroline finishes packing a small suitcase.
                             CAROLINE
               I want you to be polite to Dwight
               this weekend.
                               TOBY
                        (buck-toothed speech)
               Okay.
                             CAROLINE
               I mean it, now.
                             TOBY
                      (buck-toothed speech)
               I said 'Okay,' didn't I?
                             CAROLINE
               Hey, c'mon, maybe the weekend'll
               be fun... maybe Concrete will be
               pretty.
                                                    (CONTINUED)
                                                          25.
30   CONTINUED:                                                 30
                             TOBY
                      (buck-toothed speech)
               Oh, Concrete, my favorite town.
               Welcome to beautiful Concrete!
                                CAROLINE
               And stop that.
                             TOBY
                      (buck-toothed speech)
               Stop what?
                             CAROLINE
               Sometimes I could kill you as free
               as I could eat a bite.
                               TOBY
                        (buck-toothed speech)
               Ditto.
     A car stops and through a window, we see Dwight.
     Caroline turns to Toby.
                             CAROLINE
               Please be nice.
     Toby stops the buck-toothed thing and speaks normally.
                                TOBY
               All right.
31   EXT. ROAD - MORNING                                        31
     We see Dwight driving his shiny Buick, Caroline and Toby
     beside him. As the CAMERA TRACKS the car with VARIOUS
     SHOTS, we hear:
                             DWIGHT (V.O.)
               ... air like wine at my place, and
               I don't mind saying I wouldn't
               live anywhere else, and that's the
               God's honest truth. There's good
               schools, honest people, and some
               of the best fishing in the world.
               Ted Williams -- you like baseball,
               Toby? That is, Jack, I mean --
               you like baseball? 'Cause Ted
               Williams, whom I believe is one of
               the all-time greats, is also a
               world-class angler. Many's the
               day he and I've talked over the
               best way to get a fish to say yes
               to a hook.
                             (MORE)
                                                 (CONTINUED)
                                                             26.
31    CONTINUED:                                                   31
                              DWIGHT (V.O.) (CONT'D)
                       (a beat)
                Hunting, too: there's game
                everywhere you look. I don't
                think I flatter myself by saying
                that I'm something of a whiz with
                a rifle, and Concrete gives me
                every opportunity to prove it...
32    EXT. SMALL BRIDGE - DAY                                      32
      The three stand by the edge of the bridge, looking down
      into the water.
      They see salmon fighting the last few yards of their
      yearly battle to spawn. Against the rapid current, they
      leap again and again. Long strips of flesh hang from
      their bodies.
                              DWIGHT
                They always show you salmon
                fighting to get upstream, but they
                never show you what they look like
                when they get there.
      Her face strained, Caroline leans over for a closer look.
      The salmon swim in slow, stunned circles, some with an
      eye missing or hanging by a membrane, a hideous sight.
                                 CAROLINE
                It's pitiful.     Awful.
                              DWIGHT
                They'll spawn, and then they'll
                die. They're dying now.
      As Toby and Caroline move to the passenger side of the
      car, Toby speaks so Dwight can't hear:
                              TOBY
                I hope to hell it's not an omen.
      Caroline has to fight back a smile.
A33   EXT. CONCRETE SILO - DAY                               A33
      The Buick drives into town past an enormous disused
      Concrete silo where "Welcome To Concrete" is painted in
      huge faded letters.
                                                   (CONTINUED)
                                                              26A.
A33   CONTINUED:                                                  A33
                              DWIGHT
                So here we go. Welcome to
                Concrete. Dwight's home sweet
                home. Finest people in the whole
                state of Washington, you ask me.
                Lots of churches, too. A neighbor
                of mine says, "Looking for nice
                churches, come to Concrete.
                Looking for sin, go to hell." I
                think that's funny...
      Caroline and Toby are severely underimpressed with their
      first impression of Concrete.
33    EXT. DWIGHT'S HOUSE - DAY                                   33
      Dwight's Buick pulls to a stop; Dwight, Caroline, and
      Toby get out. The scenery is as beautiful as Dwight said
      it was.
                              DWIGHT
                All the houses are converted Army
                barracks, made into duplexes --
      Three children exit the    house. SKIPPER, a pleasant boy
      who is average in every    way, is 17. NORMA is 18, slow-
      spoken and sensual, Toby    cannot take his eyes off her.
      The third is PEARL, two    years younger than Toby. Pearl
      has a bald spot the size    of a dollar, high on the side of
      her head.
                              DWIGHT
                Well. Let's see here. Kids, this
                is my pretty friend, Caroline
                Wolff, and her boy To...
                              (MORE)
                                                    (CONTINUED)
                                                             27.
33   CONTINUED:                                              33
                             DWIGHT (CONT'D)
                      (he catches himself)
               Jack Wolff. These are my kids:
               Skipper, Norma and my baby, Pearl.
     Everybody says hello, shakes hands, then they all head
     into the house.
34   INT. DWIGHT'S LIVING ROOM - DAY                               34
     They enter and look around: well,     it's not awful, but
     it sure as hell isn't wonderful.     The room is dark, on
     the small side, and shows the lack    of a woman's hand.
     Caroline looks a bit taken aback,    but tries to hide it
     by saying the word "nice" over and    over.
     The CAMERA FOLLOWS them FROM room TO room:
                             DWIGHT
               Okay, so that was the living room;
               over here is the kitchen -- I plan
               on getting all new fixtures in
               here -- and down that hall are the
               three bedrooms and the bath.
     He stops at an extra, no-particular-purpose, nondescript
     room furnished only by two easy chairs and a card table.
                             DWIGHT
               This is sort of a lounging area.
                      (as nobody says
                       anything)
               You know, just in case you want
               to...
     He searches, can't think of how to finish the sentence in
     any impressive way. He gives up, finishes weakly:
                             DWIGHT
               ... lounge.
     Skipper snorts with laughter, but cuts it off when Dwight
     gives him a look. Toby, trying to be good, bites his lip
     to keep from laughing.
35   EXT. BUSINESS STREET - DAY                                    35
     The business area is small and rather forlorn. The six
     of them walk in pairs -- Dwight and Caroline, Skipper and
     Norma, and last, Toby and Pearl. (Toby's eyes are glued
     to the movement of Norma's body.)
                                                   (CONTINUED)
                                                           28.
35   CONTINUED:                                            35
                             DWIGHT
                      (about a gas station)
               And over there's where I work.
                             CAROLINE
                      (to Skipper and Norma)
               How about you guys? You like it
               here?
     They glance at each other.
               SKIPPER                        NORMA
       Fine.                          Yeah, it's fine.
                             NORMA
               It's a little isolated, is all.
                             DWIGHT
               Not that isolated.
                             NORMA
               Well, maybe not that isolated.
               Pretty isolated, though.
                             DWIGHT
               Aw, there's plenty to do in
               Concrete if you kids would take a
               little initiative. When I was
               growing up we didn't have T.V. --
               we used our imaginations. We read
               the classics. We played musical
               instruments. You show me a bored
               kid, I'll show you a lazy kid.
                             CAROLINE
               I didn't know you played an
               instrument, Dwight. What do you
               play?
                              DWIGHT
                       (one-half second's
                        hesitation)
               Sax.   Tenor sax.
     Skipper and Norma glance at each other, then look away.
     Caroline takes a cigarette from her purse. Again Dwight
     jumps to her service: we are once more treated to the
     mini-drama of Dwight unsheathing the Zippo from its
     velvet case, opening the top on his pants leg, etc.
                              CAROLINE
                      (back to Skipper and
                       Norma)
               How's the school here?
                                                 (CONTINUED)
                                                             29.
35   CONTINUED:   (2)                                              35
                             SKIPPER
               There isn't one. We go to
               Chinook.
                               NORMA
               Chinook High.
                             DWIGHT
               It's a few miles downriver.
                               SKIPPER
               Forty miles.
                             DWIGHT
               Come off it -- it's not that far.
                             SKIPPER
               Yeah, I clocked it: thirty-nine
               miles.
     In spite of the fact that he's eager for this day to go
     well, Dwight's bottom teeth begin to show.
                              DWIGHT
               Ah, you'd bellyache if the goddam
               school was in your fugging
               back yard. Just shut your god-
               damn pie-hole.
     They all shut their pie-holes. The six walk in a tense,
     uncomfortable silence for five full beats. Then Pearl
     tries to help out:
                             PEARL
               I'm in fifth grade.
     Nobody seems to care.
36   INT. DWIGHT'S LIVING ROOM - HOUR LATER                        36
     Dwight has recovered his good mood. Dressed in a
     marksman's coat with a padded shoulder, Dwight is laughing
     as he attempts to assemble Toby's Winchester .22.
                                                   (CONTINUED)
                                                             30.
36   CONTINUED:                                              36
                             DWIGHT
               'Turkey shoot' is just a figure of
               speech.
                             TOBY
               There's no real turkey?
                             DWIGHT
               No, it's just regulation paper
               targets. It's a test of skill.
                      (a beat)
               And, Jack, I just found out
               yesterday that they won't let
               kids shoot.
                             TOBY
               But you said I could!
                             DWIGHT
               I know, but they got it all
               screwed up somehow and told me
               wrong at first.
     Toby starts to argue, but Caroline touches his arm.
                             CAROLINE
               Dwight, you did tell him.
                             DWIGHT
                      (an edge)
               I don't make the rules, Caroline.
               If I made the rules, I might make
               different ones, but I don't make
               the rules.
37   EXT. OPEN FIELD - DAY                                         37
     A sullen Toby stands with Pearl. Dwight is giving his
     name and the entry fee to a MAN. As the Man moves away,
     Caroline stops him and holds out some money.
                              CAROLINE
               Wolff.   Caroline Wolff.
                             MAN
               You mean you want to enter? I
               think it's against the rules.
                                                   (CONTINUED)
                                                            31.
37   CONTINUED:                                             37
                             CAROLINE
               Well, that sign says this is an
               N.R.A. club, and I'm a dues-paying
               N.R.A. member. That gives me the
               right to participate in the
               activities of other chapters.
                             MAN
               You'll be the only woman shooting.
     Caroline just smiles. The Man shrugs, takes her money
     and writes down her name.
38   EXT. SHOOTING RANGE - DAY                                    38
     The shooting match has begun. The contestants have ten
     turns to fire ten shots apiece at a large paper bull's-eye
     fifty yards away. The scores and rankings are on a
     portable scoreboard.
     A contestant finishes SHOOTING. There is a pause.
     Everyone watches as his score is raised from behind the
     concrete wall on which the bull's-eye hangs.
     The score comes:     84.
     There is a smattering of applause, and it's Dwight's
     turn.
     From his stance, Dwight looks as if he is a pretty good
     shot. He's nervous, though, because Caroline is going
     to shoot, and he squeezes off his TEN SHOTS in RAPID
     SUCCESSION, hardly pausing to breathe. A pause, and then
     his score is raised: 73. Dwight smiles an inappropriate
     smile and hands the Winchester to Caroline.
     There are a couple of whistles as Caroline takes her
     position, and someone in the crowd yells out, "Oh, Mama,
     shake that thang!" Caroline ignores it, taking her
     shooting stance, which is surprisingly graceful and
     professional-looking.
     She SHOOTS her TEN BULLETS, taking time to breathe once,
     deeply, between each shot. The pause, and her score is
     raised: 93. There is a moment of surprised silence, and
     then the crowd gives Caroline a sincere round of
     applause.
     SAME SCENE - LATER
     Dwight looks stunned, and Toby is almost equally
     surprised.
                                                (CONTINUED)
                                                             32.
38   CONTINUED:                                                    38
     On the scoreboard, we see that Caroline is in second
     place and by only two shots. As the next-to-last round
     finishes, Caroline is surrounded by a few people who are
     complimenting her shooting. Dwight's smile is even
     bigger: Oh, he wanted to be the one to win.
     The last round starts. A MAN, evidently the one in first
     place, heads to the shooting alley for his turn. As he
     passes Caroline, trying to rattle her, he speaks
     confidently.
                             MAN
               That second-place trophy ain't
               bad, honey.
                             CAROLINE
                      (big smile)
               Then you won't feel too bad about
               carrying it home, will you?
     Several people laugh, and the Man, bested, turns away.
     Everyone turns quiet to watch the Man shoot. He is
     evidently the one who's nervous, though, for after he
     SHOOTS and waits, the score is raised: 95. There is
     an immediate stir -- Caroline can win if she shoots a
     virtually perfect round.
     Dwight's name is called. He takes his position, but
     clowns around, SHOOTING first left-handed, then right-
     handed, then with both eyes closed.
     His score is raised: 24. There is scattered laughter,
     and Dwight leads it -- hell, it's all a joke to him, his
     attitude says.
     Caroline takes her stance. Rock-steady, she SHOOTS her
     TEN SHOTS and waits. And then it comes: 98. She's won.
     The second-place Man wheels away angrily, but everyone
     else congratulates the laughing Caroline, as an official
     presents her with a small trophy of a gold rifle on a
     pedestal, and a huge ham.
     In the midst of the hubbub, Toby manages to get close
     enough to congratulate his mother. Caroline glances
     toward Dwight as she whispers to Toby:
                             CAROLINE
               That was for you, honey.
                             TOBY
                      (impressed)
               I didn't know you were a member of
               the N.R.A.
                                                   (CONTINUED)
                                                             33.
38   CONTINUED:   (2)                                              38
                             CAROLINE
               I'm a little behind in my dues --
               Thirty-six years behind.
39   INT. DWIGHT'S KITCHEN - DAY                                   39
     Caroline, Toby and Pearl enter. Norma is cooking
     Thanksgiving dinner. Dwight WALKS HEAVILY down the hall
     to his bedroom and SLAMS the DOOR.
                             NORMA
               What gives?
                             TOBY
               Mom won the turkey shoot.
                             NORMA
               Oh, boy. Now we're in for it --
               he thinks he's some kind of big
               hunter.
                             PEARL
               Well, he killed a deer once.
                             NORMA
               That was with the car.
     They all laugh.
40   INT. DINING ROOM - AFTERNOON                                  40
     Though there are some occasional sentences like    "Could I
     have the potatoes, please?" or "This dressing is    really
     delicious," mostly there is just silence and the    noise
     of SILVERWARE ON PLATES. Dwight is working hard     on the
     wine.
                             DWIGHT
               I got just one thing to say.
                      (as everyone
                       stiffens)
               I'm sitting at the table with the
               best damn shot in the county!
     Everybody relaxes, and general conversation begins.
41   INT. DWIGHT'S LIVING ROOM - NIGHT                             41
     Norma plays "Blue Monday" on an upright piano whilst Toby
     sings it. After finishing the song, Norma launches into
     "On Moonlight Bay." Everybody joins in.
                                                   (CONTINUED)
                                                          34.
41    CONTINUED:                                          41
      Toby and Caroline glance at each other and smile.
41A   SAME SCENE - MIDDLE OF NIGHT                              41A
      Caroline, who is sleeping on the sofa bed, returns from
      the bathroom. She sees that Toby's awake on his pallet
      on the floor. She sits on the floor beside him. (The
      whole conversation is conducted in whispers.)
                              CAROLINE
                So what do you think?
                              TOBY
                They're okay. What's that bald
                spot on Pearl's head? Ugh.
                              CAROLINE
                Some sort of infection.
                                TOBY
                Norma's nice.
                              CAROLINE
                They're all nice, but Dwight keeps
                rushing me, keeps talking about
                marriage. And I don't really want
                to get married -- not now anyway.
                               TOBY
                That's fine with me.
                        (a beat; new tone)
                I wish you would've stayed married
                to Dad.
                              CAROLINE
                Oh, don't wish Duke back on me.
                God.
                              TOBY
                That woman he married?    Is she
                really rich?
                              CAROLINE
                Like King Midas. Okay, look,
                we'll go back to Seattle and see
                how things go. I've been thinking
                about taking a course in
                stenotyping. A court reporter's
                pay is real high. Kathy got
                engaged, so either I find us
                another roommate or I've got to
                make some more money. And this
                stenotyping thing sounds just
                right. This could turn out good,
                honey.
                                                             35.
42   INT. BOYS' BATHROOM AT SCHOOL - DAY                           42
     Toby, Terry Silver and Terry Taylor lounge against the
     wall, smoking.
                             TOBY
               I mean I blew it off, man -- I
               blew his fuckin' turkey's head
               off.
     Terry Silver takes a long slow drag on his cigarette.
     The other boys glance at each other: they don't buy it.
                                TERRY TAYLOR
               With a .22.
                               TOBY
               Fuckin' A.    Winchester .22.   Pump.
                             TERRY TAYLOR
               Wolff, you are so full of shit.
                             TOBY
               Don't believe me -- see if I care.
                             TERRY TAYLOR
               All a .22 bullet would do is make
               a hole in his head.
     Toby takes a drag on his cigarette.
                             TOBY
               One bullet, maybe.
                             TERRY TAYLOR
               Oh. Oh, I see -- you hit the
               turkey more than once. While he
               was flying. In the head.
     Toby nods. Silver     and Taylor howl with laughter.
     Furious, Toby says    "Fuck you" over and over. He pulls
     out a rat-tail and    scratches the words "FUCK YOU" onto
     the soft paint of    the bathroom wall.
43   EXT. RESIDENTIAL STREET - AFTERNOON                           43
     Toby stands at the top of a small hill with Terry Silver
     and Terry Taylor. They are too casual, their faces too
     innocent: something's up.
     They wait until a middle-aged man raking leaves turns
     and disappears around a corner. Then the three of them
     open the door of a car, take off the emergency brake, and
     start it rolling down the hill.
                                                   (CONTINUED)
                                                            36.
43   CONTINUED:                                             43
     The car rolls silently down the hill. It CRASHES into
     another car at the bottom, making a LOUD NOISE.
     The three boys run like the wind out of sight.
44   INT. CAROLINE AND TOBY'S KITCHEN - NIGHT                     44
     Caroline, Toby, Marian and Kathy sit at the table eating
     dinner.
                             KATHY
               ... exactly what I wanted for my
               dress. It's a Simplicity pattern,
               and I'm pretty sure I can make it
               myself. It's got big puff
               sleeves...
     Caroline takes out a cigarette. Then everybody jumps
     as Toby yells and jumps up knocking his chair over
     backwards.
                             TOBY
               Oh!
     Toby grabs Caroline's lighter, and begins to imitate
     Dwight: saying, "Oh!" and "Oh, yes!" and Oh, my!"
     and "Here, let me!" and "I'll do that!"
     It's a mean, accurate imitation of Dwight. All three
     women laugh in spite of themselves. Caroline keeps
     saying "Jack, that's enough," and Marian says, "Dwight's
     not that bad." But they can't help laughing. Toby
     offers the other two women a light, then offers a broom,
     the back door, and the refrigerator a light.
45   INT. PRINCIPAL'S OFFICE - DAY                                45
     The principal, MR. SHIPPY, sits behind his desk. Toby,
     looking scared, sits across from him. A secretary lets
     Caroline into the room. Mr. Shippy rises and introduces
     himself. Caroline doesn't respond to the introduction.
                             CAROLINE
               What did he do?
                             MR. SHIPPY
               He violated the school property
               and flouted the law.
                             CAROLINE
               Can you say that in English?
                                                 (CONTINUED)
                                                           37.
45   CONTINUED:                                                  45
                             MR. SHIPPY
               He wrote obscene words on the
               wall.
                              CAROLINE
                      (to Toby)
               Did you do it?
                      (as he shakes his
                       head "no")
               He didn't do it.
                             MR. SHIPPY
                      (strong)
               He wrote obscene words on the wall.
                             CAROLINE
               What obscene words?
                             MR. SHIPPY
                      (after a beat)
               'Fuck you.'
                             CAROLINE
               That's one obscene word.
     Mr. Shippy looks stymied.   There is a pause.
                              MR. SHIPPY
               Look, Mrs. Wolff, Jack's teachers,
               like him but they think he's fallen
               in with the wrong kind of friends.
                      (peers at Toby's
                        hand)
               Is that nicotine stain on your
               fingers?
                      (as Toby shakes his
                        head "no")
               I hope not. Let me tell you a
               story: I started smoking in
               college. Two packs a day. I ate
               'em.
                      (a beat)
               One night I went to have a
               cigarette and lo and behold, the
               pack was empty. I went downstairs
               and started to rummage through the
               garbage cans. But as I reached
               down -- I mean, right down into a
               garbage can -- I suddenly thought,
               'Whoa. Hold on right there,
               Buster.' I went back to my room
               and to this day I haven't smoked
               another cigarette.
                              (MORE)
                                                 (CONTINUED)
                                                               38.
45    CONTINUED:   (2)                                               45
                              MR. SHIPPY (CONT'D)
                       (a beat)
                After that, every day I saved the
                exact amount of money I would've
                spent on cigarettes. In three
                years, I put it all together, and
                you know what I bought? I bought
                myself...
                       (a dramatic pause;
                        big finish)
                ... a Nash Ambassador.
      Caroline gives a bark of laughter. She brings out a
      handkerchief and coughs, as if she has a cold. Mr.
      Shippy looks puzzled.
                              MR. SHIPPY
                Well, back to the point:   I think
                two weeks' suspension.
46    INT. CAROLINE AND TOBY'S HOUSE - SAME DAY (LATER)              46
      Caroline and Toby enter the house. Caroline goes into
      the bedroom, shuts the door. Toby sits on the couch.
46A   SAME SCENE - NIGHT                                             46A
      Late afternoon sun slants through the venetian blinds.
      Toby sits exactly as he sat before. Then Caroline comes
      out of the bedroom, ominously calm. She sits down.
                              CAROLINE
                So what shall we do?
                              TOBY
                What do you mean?
                               CAROLINE
                Ever since Duke and I got divorced,
                you're a different boy. I know
                he never calls you and I could
                kill him for it -- but that's how
                Duke is. And Gregory's in
                Princeton now, so I guess...
                       (refocusing)
                So what shall we do? Because this
                isn't working.
                       (a beat)
                We barely have enough money,
                Kathy's moving out, and on top of
                it all, you've gone wild. You
                lie...
                                                     (CONTINUED)
                                                              39.
46A   CONTINUED:                                                    46A
                               TOBY
                No I don'...
                              CAROLINE
                Yes, you do. You steal from
                Marian's purse -- I just can't
                handle you anymore, and it scares
                me. I don't know what to do.
                So, you tell me what to do.
                              TOBY
                       (he means it)
                I can be better. I will be.
                       (it bursts out of
                        him)
                And I hate the way I am anymore!
                I don't know why I do it!
                       (a beat)
                What about that stenotyping
                thing you were gonna do?
      With peculiar intensity, Caroline speaks in a soft,
      odd voice:
                              CAROLINE
                It won't happen. It won't happen.
                It won't happen. Things aren't
                going to turn out well, things
                aren't going to start looking up,
                and it's never going to be like
                heaven on a June day. There is
                no uranium. There is no
                stenotyping. There is no C.P.A.
                license. There isn't...
      She stands for a few moments as if listening for a
      far-off sound.
                              CAROLINE
                ... I talked to Dwight: after
                Christmas, he wants you to come
                up to Concrete and live with him
                for a few months -- go to school
                there.
                              TOBY
                What are you going to do, just
                give me away to him?
                              CAROLINE
                If you two can get along, if it
                works out, then I guess he and I
                might get married.
                                                    (CONTINUED)
                                                             40.
46A   CONTINUED:   (2)                                             46A
      The two stare at each other.
                              CAROLINE
                I can't think of anything else to
                do. But first I want your
                approval.
      Again the two stare at each other.
                                   TOBY
                All right.
      Caroline nods, turns away.
47    INT. CAROLINE'S LIVING ROOM - DAY                            47
      Christmas is over: a few scattered pieces of wrapping
      paper lie scattered on the floor, and a small Christmas
      tree with bubble-lights glows in a corner.
      Caroline shuts a suitcase and looks at Toby.
                              CAROLINE
                I put in both your sweaters. You
                wear them now, the nights are so
                chilly up there.
                                   TOBY
                Okay.    I will.
                              CAROLINE
                You don't have to go if you don't
                want to, honey.
                                   TOBY
                No, it's okay.       I'll go.
      O.S. we hear a KNOCKING and Dwight's cheery voice.
                              DWIGHT (O.S.)
                Here I am, you lucky people!
48    EXT. CAROLINE AND TOBY'S HOUSE - DUSK                        48
      Dwights hustles    the bags into the trunk, tells Toby to
      kiss his mother,    and hops into the car, all smiles, all
      cheeriness. The     Buick pulls away, leaving Caroline
      white-faced and    miserable.
                                                               41.
49   INT. BUICK - NIGHT                                              49
     Dwight    takes a pull from a pint bottle of whiskey and
     gives    Toby a sneering, contemptuous look. Toby reaches
     over,    SNAPS ON the RADIO. Immediately Dwight SNAPS IT
     off.     Then, in the headlight's glare, Toby sees a dark
     shape.
                                TOBY
                 Hey, look:   is that a raccoon or
                 a beaver.
     Dwight swerves deliberately to hit the animal. There is
     a sickening THUMP, and Dwight stops. As he backs up:
                               DWIGHT
                 Go get it -- the pelt's worth
                 fifty bucks, minimum.
                               TOBY
                 That thing's probably got rabies...
                                DWIGHT
                        (low)
                 Get it!
50   EXT. ROAD - NIGHT                                         50
     Toby moves to where the dead beaver lies on its back,
     its eyes open, in the red glow of the taillights. Toby
     picks the thing up and lugs it back toward Dwight, who
     has the trunk open.
51   INT. BUICK - NIGHT                                              51
     Dwight is still drinking, between swallows, he gives Toby
     sneering glances. Dwight is driving very fast. The
     road begins a series of curves. Dwight doesn't slow
     down, and the TIRES begin to SCREAM on the curves.
     The road runs along a steep gorge. Dwight increases
     the speed, and the car begins to fishtail.
                               TOBY
                 I'm a little sick to my stomach.
                               DWIGHT
                 Sick to your stomach?   A hotshot
                 like you?
                               TOBY
                 I'm not a hotshot.
                                                     (CONTINUED)
                                                             42.
51   CONTINUED:                                                    51
                             DWIGHT
               That's what I hear. I hear you're
               a real hotshot. Come and go where
               you please, do what you please.
               Isn't that right? Yeah, regular
               man about town. Performer, too.
               That right, Jack? You a performer?
                             TOBY
               No, sir.
                             DWIGHT
               That's a goddamned lie.
     Dwight keeps glancing from the road to Toby, and back
     again.
                             DWIGHT
               If there's one thing I can't
               stomach, it's a liar.
                             TOBY
               I'm not a liar.
                             DWIGHT
               Sure you are. You or Marian. Is
               Marian a liar? She says you're
               quite the little performer. Is
               that a lie? You tell me that's a
               lie and we'll drive back to Seattle
               so you can call her a liar to her
               face. You want me to do that?
                             TOBY
               No.
                             DWIGHT
               Then you must be the one's a liar,
               right?
                      (as Toby nods)
               And you're a performer?
                             TOBY
               I guess.
                             DWIGHT
               You guess? You guess? Let's see
               your act. Go on. Do your act.
                      (when Toby is silent)
               I'm waiting.
                             TOBY
               I can't.
                                                 (CONTINUED)
                                                             43.
51   CONTINUED:   (2)                                              51
                                DWIGHT
               Sure you can.
                                TOBY
               No, sir.
                                DWIGHT
               Do me.     I hear you do me.
     Again Toby shakes his head, and then gasps as the CAR
     SKIDS hideously close to the cliff's edge. Dwight is
     oblivious to the danger.
                             DWIGHT
               Yeah, I hear you're good at doing
               me. Here. Do me with the lighter.
               Go on. Take it.
     Dwight holds out the velvet-covered Zippo, driving with
     one hand, and the car is all over the road. Dwight puts
     the lighter back into his pocket. The car slows a bit.
                              DWIGHT
               Hotshot. You pull that hotshot
               stuff around me and I'll break
               every bone in your body. You
               understand me?
                      (a beat)
               You're in for a change, mister.
               You got that? Huh? You got that
               good?
                      (so scary)
               You're in for a whole 'nother
               ballgame.
52   EXT. DWIGHT'S HOUSE - NIGHT                                   52
     Dwight's Buick pulls to a stop as Norma, Skipper and
     Pearl come out to meet them. Dwight is calmer now.
                             DWIGHT
               Skipper, go get that washtub out
               back, and Pearl, bring the hose
               around and fill it up. Hotshot
               and me hit a beaver. We'll salt
               him down.
     Skipper and Pearl move out on the run. Dwight slits the
     beaver from throat to testicles, guts it, then pulls the
     skin off.
                                                  (CONTINUED)
                                                              44.
52   CONTINUED:                                                     52
                              DWIGHT
                I know you think you're better
                than me. Caroline told me all
                about your rich daddy and your
                prep-school brother, but your
                fancy days are over: you're a
                Concrete boy now. I'm gonna give
                you a big injection of Concrete.
                That's right -- inoculate you.
                Oh, my, yes. You're gonna find
                out that in Concrete we have to
                be able to do more than sing Fats
                Domino songs, we work...
     Skipper and Pearl bring the tub with four blue stars
     painted on its side, Dwight plops the skinned beaver
     into the water. The hairless carcass stands in the
     tub, its chin on the edge. Pearl shudders and turns
     away.
53   INT. DWIGHT'S KITCHEN - SAME NIGHT (LATER)                     53
     Dwight, Toby, Norma, Skipper and Pearl are eating dinner
     at the kitchen table. Norma speaks to Toby.
                              NORMA
                You'll be in Miss Graham's class?
                              TOBY
                Yeah, is she nice?
                               NORMA
                She's okay.   She's pretty.
                              TOBY
                I hate changing schools.
                              DWIGHT
                Speaking of changing, I had a talk
                with Jack on the way up here, and
                he says he wants to be a better
                boy. And that's good, 'cause
                things weren't going well for him
                in Seattle: the police actually
                came to his house to talk to
                Caroline about him. Uh-huh, the
                police.
                              PEARL
                       (very low; to Toby)
                Criminal.
                                                    (CONTINUED)
                                                            45.
53   CONTINUED:                                                   53
                             DWIGHT
               So here's what I think: I think
               idle hands are the devil's
               workshop, and so I found our Jack
               a little something to do.
                      (to Toby)
               I picked up two barrels of horse-
               chestnuts in the park. You can
               spend your evenings hulling 'em.
               And I enrolled you in the Boy
               Scouts, and you've got a paper
               route, starting Monday, every
               afternoon from three to six-thirty
               -- pays fifty-five bucks a month.
               What d'you say?
     Toby glances around the table, he is subdued.
                             TOBY
               I'll do it.
                      (means it)
               I want to be... better.
                             DWIGHT
               That's what I like to hear. Okay,
               you guys get these dishes cleaned
               up. Let's show Jack how we do it
               in Concrete.
54   INT. SCHOOL ROOM - DAY                                       54
     MISS GRAHAM stands in front of the class.    Toby is midway
     back in the room.
                             MISS GRAHAM
                      (reading)
               'Of course I prayed -- and did God
               care? He cared as much as on the
               air a bird had stamped her foot
               and cried, "Give me".' Now. What
               is the tone of this short poem?
                             GIRL
               Is it religious?
                             MISS GRAHAM
               No -- even though it talks about
               God, I wouldn't say it was
               religious.
                              BOY
               It's sad.
                                                  (CONTINUED)
                                                                 46.
54   CONTINUED:                                                        54
                             MISS GRAHAM
               Well, closer, maybe. But no.
     There is a pause.     Finally, Toby raises his hand.
                                MISS GRAHAM
               Jack?
                             TOBY
               It's angry, sort of bitter.
                             MISS GRAHAM
               Very good, Jack. Bull's-eye.
     From the front of    the room, a tall,   thin, effeminate
     boy, ARTHUR GAYLE,    turns to look at   Toby and holds
     the gaze for three    full beats, then   turns around and
     faces the front.     What the hell does   it mean?
55   INT. SKIPPER AND TOBY'S BEDROOM - NIGHT                           55
     The room is dark. Skipper is asleep. Toby lies in a
     cot. Dwight leans against the wall near the head of
     Toby's bed. He speaks in a low, reasonable voice:
                             DWIGHT
               ... 'cause I don't believe that
               crap, you know? I believe there
               is such a thing as a bad boy --
               bad clear through. And it's gonna
               be my job to turn you around, to
               kill or cure. Kill. Or. Cure.
               Understand? And I'm up to the
               job, oh yes, believe me, hotshot,
               I am ready, willing and able to
               take you on -- you and that
               jibagoo music you like to sing.
               I'm just the guy to knock that
               music out of your head and put in
               some respect and obedience.
                      (a pause)
               Now your mother has just about
               washed her hands of you -- that's
               obvious, 'cause she's shipped you
               off up here. I mean, she has had
               it with you. She told me: she
               said 'Dwight, I just can't handle
               him anymore.' So don't go crying
               to Mama, 'cause Mama won't listen.
               Mama is sick to death of her baby
               boy.
                             (MORE)
                                                     (CONTINUED)
                                                             47.
55   CONTINUED:                                                    55
                             DWIGHT (CONT'D)
                      (a beat)
               And your rich Daddy Warbucks and
               your Princeton brother don't give
               a shit about you, 'cause Caroline
               told me they haven't even written
               in over two years. So it looks
               like I'm all you got now -- it's
               just you and me. Feels sort of
               inevitable, doesn't it, hotshot?
               It's like we were fated for each
               other, like I'm the one guy on
               Earth could set you straight.
               And don't you ever think I won't
               enjoy doing it, 'cause...
                                                   DISSOLVE TO:
     SERIES OF SHORT SCENES TO INDICATE TIME PASSING
55   A)   (AFTERNOON) Toby delivers papers in a sack filled        55
          with papers slung over one shoulder which thuds
          against his hip with every step making him tilt
          to one side against the weight.
55   B)   (NIGHT) Toby   sits in a utility porch. The floor     55
          around him is  two feet deep in horse chestnuts. With
          a knife and a  pair of pliers he husks the chestnuts.
          His hands are  covered with scrapes and cuts and the
          chestnut hulls  bleed a juice that has dyed them a
          bright yellow.
                             CAROLINE (V.O.)
               Dear Toby, I sure do miss you,
               honey -- the house is like a tomb
               since you left. So quiet. My
               only entertainment tonight was
               watching Marian eat a whole pint
               of ice cream. I hope you're
               liking it up in Concrete. I just
               know you'll try hard in school and
               be good and mind Dwight. I worry
               about you so much, and I hope this
               will be just what you need.
55   C)   (DAY)   Toby rubs futilely at his yellow hands with      55
          a cloth  and watches Norma, who is drying her hair
          in her  bedroom. She bends over so her head is in
          a patch  of sunlight. Toby is riveted by the girl
          and her  hair gleaming in the sunlight.
                                                   (CONTINUED)
                                                           48.
55   CONTINUED:   (2)                                            55
55   D)   (AFTERNOON) Again see Toby delivering  his papers. 55
          He sees Arthur Gayle coming toward him in the
          street. His hips sway as he walks, and  his head
          tilts to one side. As he and Toby pass  one another,
          he raises one arm and points at Toby.  The he walks
          on.
                             TOBY (V.O.)
               Dear Mom, Thanks for the birthday
               present. It fit fine. You don't
               have to worry so much. I'm okay
               here. The weather is nice, and I
               like Scouts a lot. Dwight took us
               all to see Bridge on the River
               Kwai. I liked it. So things are
               all right with me, except for
               stupid Pearl, who I hate. Don't
               worry all the time...
55   E)   (NIGHT) Dwight introduces Toby at a Scout              55
          meeting. All the other boys have on Scout
          uniforms.
55   F)   (DAY) Toby is on the utility porch  husking the 55
          horse chestnuts. His hands are now  orange. Pearl
          stands in the doorway watching him work. Norma
          appears beside Pearl. Norma's face  turns
          sympathetic.
                             NORMA
               You remind me of that boy in the
               fairy tale who had to spend twenty
               years sifting sand to find a
               golden needle. Remember that one?
          Toby doesn't answer. The two girls move away.    Toby
          sighs, and picks up another chestnut.
55   G)   (DAY) Toby, keeping an eye on the door to make 55
          sure he's unobserved, reaches under the mattress
          of Skipper's bed and pulls out several billfold-sized
          black and white pornographic photographs. The hair
          styles of the women in them are decades old.
          Toby takes the photographs into the bathroom,
          shutting the door behind him.
                             CAROLINE (V.O.)
               Dear Toby, Just a note before
               going to bed. Dwight tells me
               that the two of you are getting
               along like a house afire. I'm
               so glad. I wanted this to work
               out for you. You left your sock
               cap here. Do you need it...?
                                                 (CONTINUED)
                                                            49.
55   CONTINUED:   (3)                                             55
55   H)   (NIGHT) Skipper is asleep in his bed. Across the 55
          room, Toby lies with his portable RADIO against his
          head. We hear, very, very softly, ROSEMARY CLOONEY
          crooning "Hey, There." He's tired. He's lonely.
          He's miserable.
                                                  DISSOLVE TO:
56   INT. DWIGHT'S LIVING ROOM - AFTERNOON                        56
     Toby and Pearl are playing a card game called "Slap-
     Jack." Toby slaps a card down hard, yelling "I win
     again!" and Pearl pouts.
                              PEARL
               That's no fair. You make me sick.
               I don't know why you have to live
               here, anyway. Daddy says we
               should think of it like you were
               a charity kid.
     Toby takes out his comb, combs his hair a bit, then
     holds it out to Pearl, an exaggerated look of innocence
     on his face.
                             TOBY
               Wanna comb your hair, Pearl?
     Pearl covers her bald spot with one hand.
                             TOBY
               Probably you do, since you've
               got such pretty hair.  I know if
               I had hair as pretty as yours,
               Pearl, I'd comb it all the time.
     Pearl is on the verge of tears. There are THREE TREMEN-
     DOUSLY LOUD FLAT-FOOTED KICKS against the front door.
                             DWIGHT (O.S.)
               Open the hell up! I got us a
               treat!
     Pearl opens the door revealing a beaming Dwight holding
     two dishpans piled high with snow. We see through the
     doorway that the sun is shining and there isn't snow
     anywhere.
                             PEARL
               We're gonna have snowcream!
                                                             50.
57   INT. DWIGHT'S KITCHEN - LATER                                 57
     Dwight, Toby, Skipper, Norma, and Pearl are enjoying
     the snowcream.
                             DWIGHT
               ... heard there was a fresh snow
               this morning, so I drove up to
               the mountains. I stopped in a
               field where it was all clean. I
               was finished packing it up high
               when somebody said...
                      (prissy voice)
               This's private property, in case
               you're interested.
                      (normal voice)
               I turned around and there was this
               woman...
                      (he shudders)
               Yechh! Ugliest woman I ever saw
               -- ugly as a madman's ass she was.
               And frowning on top of it.
     Everybody laughs.
                               NORMA
               Oh, Daddy!
                               DWIGHT
               She was!
                              TOBY
                      (to Pearl; soft;
                       happy)
               You're ugly as a madman's ass.
                               PEARL
               No, you are.
                             SKIPPER
               What'd you say to the ugly woman?
                             DWIGHT
               I didn't say nothin' -- I ran.
     Everybody laughs again.    They eat in silence for a beat.
                             DWIGHT
               I'm gonna get you a Scout uniform,
               Jack.
                             TOBY
                      (surprised, pleased)
               Really?
                                                   (CONTINUED)
                                                              51.
57   CONTINUED:                                               57
                             PEARL
               Can I join the Girl Scouts?
                             DWIGHT
               I'm getting one for me, too.
               Don't believe in doing anything
               halfway. If you're serious about
               the Scouts...
                      (as Toby nods)
               ... then I want you to do it right.
               We'll do it right together.
     Dwight takes out a magazine entitled Boy's Life.    He
     hands it to Toby.
                             DWIGHT
               I got you a subscription to this.
               I'll take the price out of your
               paper route money.
                             TOBY
               Boy's Life?
                             DWIGHT
               It's the official Scout magazine.
               Tells about what it means to be a
               Scout, what kind of boy you need
               to be, and, oh, about merit badges
               and stuff like that.
     Toby opens the book at random, reads from it.
                             TOBY
               'Suggested good turns a Scout can
               do: assist a foreign  boy with
               some English grammar.  Help put
               out a burning field.  Give water
               to a crippled dog.'  I could do
               those.
                             DWIGHT
               Hell, yes, you could. You're a
               bright kid. I want this Scout
               thing done right, okay?
     Toby nods, enthusiastic, happy.
58   INT. TOBY AND SKIPPER'S BEDROOM - AFTERNOON              58
     Toby stands in front of a full-length mirror wearing a
     huge Scout uniform that's been unsuccessfully cut down
     for him.
                                                   (CONTINUED)
                                                            52.
58   CONTINUED:                                             58
     The shirt-sleeves have been shortened but the shoulders
     extend two inches beyond the ends of his shoulders. The
     pants legs have been cut off and hemmed but the crotch of
     the trousers hangs down three inches too low, giving him
     a stumpy, dwarfish look. Toby yells to someone O.S.
                                TOBY
               I'm not going.
                             DWIGHT (O.S.)
               The hell you say.
                             TOBY
               I'm not. Cut down Skipper's old
               stuff, and he's twice as big as
               me -- I'm gonna stay home.
                             DWIGHT (O.S.)
               You're gonna shit and fall back in
               it -- that's all you're gonna do.
               Now get out here.
59   INT. DWIGHT'S LIVING ROOM - AFTERNOON                        59
     As Pearl watches Dwight also stands in front of a mirror,
     adjusting his hat. He is resplendent in a brand-new
     Scout uniform. Toby stalks into the room. Pearl laughs
     loudly.
                              DWIGHT
                      (to Pearl)
               Shut your pie-hole.
                      (to Toby)
               You look fine.
                             TOBY
               I look like an idiot.
                             DWIGHT
               You act like an idiot, you look
               fine.
                             TOBY
               You said you'd get me a new
               uniform.
                              DWIGHT
               I said I'd try to get you a new
               uniform. Beside, this one is new
               -- new to you.
                                                  (CONTINUED)
                                                          53.
59   CONTINUED:                                           59
                             TOBY
               But look at the sleeves and how it
               hangs down between my legs!
                             DWIGHT
               Oh piss and moan -- all you can do
               is piss and moan.
                             TOBY
               Yeah, piss and moan -- I notice
               you're all jazzed up in new stuff.
                             DWIGHT
               They didn't have second-hand
               uniforms in my size.
                             TOBY
               Oh, yeah, pull the other leg, it's
               got bells on it!
     Toby throws himself down on the sofa.
                             DWIGHT
               And what're you gonna tell
               Caroline this weekend? You gonna
               say you wouldn't join the Scouts
               because... him didn't wike his
               widdle uniform?
     Dwight picks up the copy of Boy's Life and thumbs through
     it, He reads:
                              DWIGHT
               'No boy given over to dissipation
               or negativity can stand the gaff.
               He quickly tires and gives up. He
               is the type who usually lacks
               courage at the crucial moment. He
               cannot take punishment and come
               back smiling.'
     Dwight looks at Toby expectantly.   Toby hesitates, then
     gives up.
                             TOBY
               All right, but this stinks.
     Toby walks outside.   Dwight follows.
                             DWIGHT
               Hotshot, you don't know it yet,
               but me and Concrete are in your
               blood. We're going to make a
               man of you yet -- and in years to
               come you'll thank me. You'll
               remember me. Me and Concrete.
                                                             54.
60   EXT. CAROLINE'S HOUSE - DAY                                   60
     Dwight's Buick pulls up and Caroline bursts out the front
     door. She runs to the car and hugs Toby.
                             CAROLINE
               Oh, I missed you!
                                TOBY
               Me, too.
                                CAROLINE
               You look good.     How are you?
                               TOBY
               I'm okay.    I'm fine.
     Dwight comes around the car, kisses Caroline, and the
     three head into the house.
                             CAROLINE
               I said to hell with the budget and
               bought a roast. I made dumplings --
               God, what's wrong with your hands?
                             TOBY
               It's just juice from some
               chestnuts -- it'll wear off.
                              CAROLINE
               I hope so.   My, your hair's short.
61   INT. CAROLINE'S LIVING ROOM - DAY                             61
     Dwight, Caroline and Marian are having a drink. Toby
     plays FATS DOMINO'S "Blue Monday" on the RADIO, the
     VOLUME LOW.
                             MARIAN
                      (to Dwight)
               Well, it's done him a world of
               good to be up there with you.
                             DWIGHT
               Oh, we have us some pretty good
               times. Don't we, Jack? Have us
               some good times?
     Toby, not looking away from the radio, nods.
                             DWIGHT
               We go to the Scouts together every
               week. He's got a good start
               already on merit badges...
                             (MORE)
                                                 (CONTINUED)
                                                             55.
61   CONTINUED:                                              61
                             DWIGHT (CONT'D)
                      (to Toby)
               ... though he does concentrate too
               much on the easy ones, like the
               one for dental hygiene...
                      (to Caroline)
               ... and we had snowcream one
               night, and, oh, just lots of
               stuff.
     Caroline glances at Toby, then at Dwight, then back
     again.
62   EXT. CAROLINE'S HOUSE - AFTERNOON                             62
     Toby and Caroline walk slowly, idly down the rail tracks.
     Toby avoids her eyes.
                             CAROLINE
               How is it in Concrete?
                             TOBY
               It's fine.
                             CAROLINE
               School?
                             TOBY
               School's school. My grades are
               okay.
                             CAROLINE
               You haven't been in any trouble?
                      (as he shakes his
                       head)
               Good. How're you and Dwight?
                             TOBY
               He made us all snowcream, like he
               said.
                             CAROLINE
               Stop that, honey.
                             TOBY
               What?
                             CAROLINE
                      (stops walking)
               Well, you've got your eyes out of
               focus. Look at me. Now, are
               things all right?
                                                   (CONTINUED)
                                                              56.
62   CONTINUED:                                               62
                                TOBY
                I'm fine.
                               CAROLINE
                You swear?   You act odd.
                                TOBY
                No, I'm fine.
                              CAROLINE
                Well, good. I'd feel awful if it
                hadn't worked out.
     A pause.
                              CAROLINE
                I told Dwight I'd marry him. In
                two weeks. I don't know what else
                to do. I mean, he's been helping
                me with the rent since Kathy left.
                And you need a father. I think
                it's the best thing all the way
                around -- what d'you think?
     There is a pause as they look at each other.
                              TOBY
                I think it's the best thing.
                              CAROLINE
                I think it's the best thing, too.
     Caroline smiles, smooths his hair, then goes into the
     house. Toby continues to walk. Suddenly, he spins
     around and tears out toward the house. By God, he'll
     tell her just what's been going on. He bangs through the
     front door and up the stairs.
63   INT. LIVING ROOM - DAY                                         63
     Toby stops dead as he sees Dwight and Caroline locked
     in a busy kiss. He stops dead and shrinks back into the
     hallway, defeated.
                                                DISSOLVE TO:
64   INT. SKIPPER AND TOBY'S BEDROOM - NIGHT                        64
     Toby is alone in the room    in his Boy Scout shirt and hat
     in front of a mirror. A     copy of Boy's Life magazine is
     open in front of him with    drawings of Indians performing
     sign language. Watching     himself in the mirror, Toby
     makes a sign.
                                                    (CONTINUED)
                                                            57.
64    CONTINUED:                                            64
                                 TOBY
                Hungry.
      He makes another sign.
                                 TOBY
                Food.
      He makes another sign.
                                 TOBY
                Want.
      He makes another sign.
                                 TOBY
                Great mystery.
      He makes another sign.
                                 TOBY
                Father.
      He stares silently at himself in the mirror.
A65   INT. DWIGHT'S LIVING ROOM - DAY                             A65
      Tarpaulins are everywhere. Toby stands surrounded by
      seven five-gallon cans of paint. Carrying paintbrushes,
      Dwight enters, dressed in old clothes singing "In The
      Still Of The Night."
                              DWIGHT
                Now that's a song. Not all this
                Elvis Presley shit. Elvis sings
                about like I do brain surgery.
      He imitates Elvis -- moves his hips slightly and sings a
      few notes:
                              DWIGHT
                '... uh-huh-huh, my blue suede
                shoes.'
      Dwight gives Toby a flash of his teeth and Toby smiles
      back.
                              DWIGHT
                Let's get this place ready for
                Caroline.
      They begin painting.   After only a few strokes, though,
      Toby looks doubtful.
                                                  (CONTINUED)
                                                               58.
A65   CONTINUED:                                               A65
                                  TOBY
                 It's so white.
                               DWIGHT
                 I got a good deal on this paint.
                        (stands back;
                         appraises)
                 It'll darken up when it dries.
65    SAME SCENE - LATER                                             65
      The walls and ceiling are almost finished, but the paint
      has not darkened.
      As he paints, he absentmindedly sings "Blue Suede Shoes."
      Then he stops painting, as he notices Toby looking at the
      walls.
                                DWIGHT
                 What?   I like it. It looks clean.
                               TOBY
                 Yeah, but it makes everything else
                 look so dark.
      Dwight's face changes.      He has an idea.
      MONTAGE
65    A)   SAME SCENE - LATER                                        65
           On the SOUNDTRACK, ELVIS BLASTS OUT "Blue Suede
           Shoes." Dwight and Toby paint the coffee table and
           lamp base white.
65    B)   SAME SCENE - LATER                                        65
           Dwight and Toby, working faster, are painting the
           end tables white.
65    C)   INT. DINING ROOM - LATER                                  65
           The walls and ceiling are white, Dwight and Toby are
           painting the dining table white.
65    D)   OMITTED                                                   65
                                                    (CONTINUED)
                                                           59.
65   CONTINUED:   (2)                                            65
65   E)   INT. KITCHEN - LATE NIGHT                              65
          Dwight and Toby are painting the cabinets and kitchen
          table white.
65   F)   INT. LIVING ROOM - NEXT MORNING                        65
          Everywhere we look is white, the walls, ceiling,
          furniture -- all of it. Only the old Baldwin upright
          piano has escaped painting. Dwight eyes it
          suspiciously.
                             DWIGHT
               Sort of stands out, doesn't it?
                             TOBY
               Yeah, you could say that.
65   G)   SAME SCENE - LATER                                     65
          They paint the Baldwin white. Dwight hesitates, then
          starts to paint the foot pedals.
65   H)   SAME SCENE - LATER                                     65
          Dwight's face tells us that something still doesn't
          suit him. He glances at Toby, Toby nods, and they
          converge on the piano.
65   J)   SAME SCENE - LATER                                     65
          Very carefully, Dwight and Toby finish painting the
          dark ivory keys to match the rest of the room. ELVIS
          SCREAMS OUT the last line, "You can do anything, but
          stay off of my blue suede shoes!"
          They stand up, look around -- Arctic white is every-
          where. Dwight likes it. Toby is less sure.
     The MONTAGE ENDS.
66   EXT. DWIGHT'S HOUSE - DAY                                   66
     Skipper and Norma are carrying Caroline's suitcases into
     the house from Dwight's Buick. From inside the house we
     hear a WOMAN'S LAUGHTER.
67   INT. DWIGHT'S LIVING ROOM - PARALLEL TIME                   67
     Caroline is trying to stifle her laughter, as she stares
     at the wilderness of white. Dwight and Toby, Skipper,
     Norma, and Pearl all stand watch.
                                                 (CONTINUED)
                                                               60.
67   CONTINUED:                                                67
                             CAROLINE
               Oh! Oh, I'm so sorry... don't
               know what's the matter with me...
               you're right... it does look
               clean...
     But she can't stop laughing.    Her laughter has just a
     tinge of hysteria.
68   INT. SMALL CHURCH - MORNING                                     68
     Dwight and Caroline are being married. Caroline wears
     a pale blue suit, and Dwight looks good in a navy single-
     breasted. Aside from Toby and Dwight's children, the
     only guests are Marian, Kathy, and three people we
     haven't seen before -- friends of Dwight's.
69   INT. DWIGHT AND CAROLINE'S BEDROOM - LATE NIGHT                 69
     The bed is a rat's nest of twisted sheets as Dwight   and
     Caroline make love. He takes his lips away from
     Caroline's breast and moves so that his head is at   the
     bottom of the bed. Holding her foot up, he kisses    the
     instep, then runs his tongue over the same spot and   then
     down under the arch of her foot. A sexy scene.
                             DWIGHT
               M-m-m. There's not a straight
               line on you -- everything's
               curved.
     Caroline draws him up   to her, and they kiss. Then
     Dwight turns Caroline   on her side, away from him, pre-
     paring to enter her.    Caroline makes a small sound of
     protest, turning back   toward him.
                             CAROLINE
               Oh, Dwight, not like that.    Not
               this time -- not tonight.
                             DWIGHT
               It's good this way.
                             CAROLINE
               But I want to see your face while
               we make love.
                              DWIGHT
                      (uncomfortable laugh)
               Oh, no -- I just don't... uh...
               like that way.
                                                   (CONTINUED)
                                                            61.
69   CONTINUED:                                             69
     Dwight continues to stroke Caroline, his hands everywhere,
     but now she is unresponsive.
                             CAROLINE
               You mean you don't like to make
               love face to face?
                             DWIGHT
                      (same laugh)
               No, I don't like it. I can't
               handle it -- I don't like to see
               the face.
                                CAROLINE
               You mean ever?
     Dwight murmurs an assent.    Caroline is appalled.
                             CAROLINE
               But that's grotesque...
                             DWIGHT
                      (stung; flares up)
               Look, you can get it doggie-style
               or you can get it laying on your
               side -- those are your only
               choices. This is my house, and I
               get to say. Wherever McGinty sits
               is the head of the table, you
               know?
     Disgusted, Caroline turns back away from Dwight. He
     shifts down on the bed a few inches, again preparing to
     enter her.
70   INT. KITCHEN - NEXT MORNING                                  70
     Toby is eating toast at the kitchen table. Norma has
     made a big breakfast, and she hurriedly pours the coffee
     when she hears Dwight and Caroline's bedroom DOOR OPEN.
                             NORMA
               Happy Wedding Breakfast!
     Caroline's eyes    are red and swollen. Dwight turns ON a
     RADIO, sips his    coffee, and chats with Norma. Toby gives
     Norma's rear-end    an appreciative glance, then comes up
     behind Caroline,    speaking sotto voce:
                             TOBY
               So how's the bride?
                                                  (CONTINUED)
                                                             62.
70   CONTINUED:                                              70
                               CAROLINE
               Don't.
                             TOBY
               The bride doesn't want to chat?
                               CAROLINE
               Stop it.
                             TOBY
               Well, the bride is sure snotty
               this morning.
     Smiling, Toby waits for some response to his teasing,
     but there is none. She turns away and sits at the table.
71   EXT. RESIDENTIAL NEIGHBORHOOD - AFTERNOON                     71
     Toby, his news bag slung over his shoulder, stands
     talking idly with two boys from school, OSCAR BOOKER and
     JIMMY VOORHEES. One of them says, "Uh-oh," and jerks his
     head to indicate where Toby and the other boy should
     look.
     They look in the direction indicated, and see Arthur
     Gayle coming down the road toward them, followed by a
     small black dog called Pepper. As the boys watch
     Arthur's approach:
                             TOBY
               What's his name again?
                               OSCAR
               Arthur Gayle.
                               JIMMY
               What a homo.
                             TOBY
               He sure walks like a girl.
                             JIMMY
               And runs like one and talks like
               one and throws like one. Probably
               takes a pee like one too -- just
               squats right down.
                             TOBY
               He smarted off to me the other
               day -- told me I was a bourgeois.
                             JIMMY
               What the frig's a bourgeois?
                                                   (CONTINUED)
                                                         63.
71   CONTINUED:                                          71
                             OSCAR
                      (to Toby)
               Call him a sissy.
                              TOBY
               Why?
                             OSCAR
               Just see what he says.
                              JIMMY
               Yeah, do it.
     By this time Arthur is next to them. Smiling a superior
     smile, he stops and glances at all three of them as if
     they were just the oddest things he's ever seen. Then
     his eye falls on Toby's yellow hands.
                             ARTHUR
               Oh, my, my -- look at all that
               yellow: Didn't your mama teach you
               to wash your hands after you pee?
                              TOBY
               Oh, shut up.
                             ARTHUR
                      (rolls his eyes;
                       heavily sarcastic)
               Now that's what I like -- an
               insult with some originality.
               Did you just make that up? Just
               now? So clever.
                             TOBY
               Why don't you take a long walk
               off a short pier?
                             ARTHUR
                      (though he's not
                       nearly close enough
                       to smell Toby's
                       breath)
               Excuse me, but has anyone ever told
               you your breath would gag a maggot?
     Both of Toby's friends laugh.
                             TOBY
               Well, at least I'm not a great
               big sissy!
     Two things happen instantly: the superior smile vanishes
     from Arthur's face, and Toby's friends exchange a single
     expectant look: "Here it comes."
                                                (CONTINUED)
                                                            64.
71   CONTINUED:   (2)                                             71
     Without warning, Arthur swings a fist at Toby, catching
     him on the ear. Arthur's second blow hits him in the
     back of the head.
     The fight is on.
     Arthur throws   punches sidearm, with lots of wrist action,
     but there are   so many of them. Before Toby can react,
     Arthur has hit   him four times, including one wild haymaker
     that puts Toby   on his knees.
     While Toby's still on his knees, Arthur tries to kick
     him in the stomach. The kick is deadened by the papers
     in Toby's bag, Arthur bends over Toby, screaming as if he
     has lost his mind:
                             ARTHUR
               GET UP! GET UP, YOU SON OF A
               BITCHING MAGGOT GAGGER! I'LL
               STOMP YOUR GUTS OUT! I'LL KILL
               YOU!
     Toby gets up, and again Arthur sails in with those wild
     roundhouse swings. Then Toby gets in a solid punch to
     Arthur's face that rocks the bigger boy back on his
     heels. Arthur grabs his head and roars like a wounded
     buffalo. Almost immediately Arthur's eye puffs and
     begins to swell shut. Snot streaming from both nostrils,
     still roaring, Arthur flies at Toby again. Toby closes
     with him, to hold those flailing arms still, and the
     two stagger around the street like drunken dancers.
     They separate, exchange a few blows, then grapple with
     each other again.
     Then Arthur hooks Toby's leg, trips him, and the two
     roll off the shoulder of the road and down an embankment.
     They hit the muddy bottom of the gully still hitting,
     flailing, kicking -- first Toby is on top, then Arthur,
     then Toby, then Arthur. By now they are panting, each
     breath is a heave, a gasp. Then, suddenly, Arthur gives
     out completely -- he falls on top of Toby, pressing him
     deeper into the mud. With his last bit of strength Toby
     throws the bigger boy off him and sits up, while PEPPER
     BARKS FURIOUSLY at him and threatens to nip his leg.
     Toby staggers to his feet and starts to climb the gully.
     He looks relieved -- at least it's over.
     No, it's not.
     From behind him he hears three words.
                               ARTHUR
               Take it back.
                                                  (CONTINUED)
                                                               65.
71   CONTINUED:   (3)                                                71
     Toby turns   to see a bloody-faced, swollen-eyed Arthur
     clambering   up the hill after him, like some monster
     that won't   die. Both boys reach the top and stand
     facing one   another.
                                 ARTHUR
                Take it back.
     Arthur's words are not angry anymore.    Toby's worn out
     too...
                                 TOBY
                Okay.
                                 ARTHUR
                Say it.
                               TOBY
                Okay.   I take it back.
                              ARTHUR
                No, say 'You're not a sissy.'
     Toby glances at Oscar and Jimmy. Their faces are gleeful
     but he doesn't care what the hell they think.
                              TOBY
                You're not a sissy.
     Arthur immediately turns and walks away, but Toby ignores
     them and walks away in the opposite direction, delivering
     his hated newspapers.
72   INT. DWIGHT AND CAROLINE'S LIVING ROOM - LATE AFTERNOON         72
     Caroline is painting the white walls a soothing buff
     color.  On the sofa lie half-finished curtains she's
     making.  She is totally focused. She hears Toby, turns,
     sees his filthy clothes. Her shoulders sag.
                              CAROLINE
                I won't do it, you know. I won't
                be a referee between the two of
                you.
                                 TOBY
                Who asked you?
                              CAROLINE
                You both do. You do. Just by
                coming home like this you ask me
                to take your side when he raises
                hell.
                              (MORE)
                                                   (CONTINUED)
                                                            66.
72   CONTINUED:                                             72
                             CAROLINE (CONT'D)
               Well, the answer's 'No.' I'm going
               to make this marriage work. No
               fights.
                             TOBY
               Oh, the bride is calm.   Who the
               hell cares?
     Caroline refuses to argue. She picks up a piece of
     material and holds it up to the window to see if her
     choice of color was a good one.
                             CAROLINE
                      (to herself)
               ... seems like this place is so
               ugly. Seems like everywhere I
               look there's something... ugly.
73   INT. SKIPPER AND TOBY'S ROOM - EVENING                       73
     A worried Toby sits dreading Dwight's arrival. Behind
     him, on the wall, Toby has pinned the covers of fifteen
     copies of the Scout magazine: so that, above Toby's
     head are the words BOY'S LIFE fifteen times.
     There is a MURMUR of VOICES, and FOOTSTEPS COMING toward
     Toby. Toby expects the worst. But, surprisingly, Dwight
     is beaming.
                             DWIGHT
               Who won?
                             TOBY
                      (surprised)
               Uh, well, uh... he's the one can't
               see out of one eye.
                             DWIGHT
               Hot damn! You actually gave
               little Lord Gayle a black eye?
                             TOBY
               Well, it wasn't black yet.
                             DWIGHT
               But it was all puffed up?
                      (as Toby nods)
               Then it was a shiner.
                                                  (CONTINUED)
                                                             67.
73   CONTINUED:                                              73
     Dwight sits down next to Toby, eager for details.
                             DWIGHT
               How'd it start?
                             TOBY
               I called him a sissy.
     Dwight hoots with laughter and slaps his leg.
                             DWIGHT
               Well, he sure's hell can't sue you
               for slander. That boy fights for
               the pink team. Did you make him
               cry?
                             TOBY
               Well... he was just ready to. I
               called him a big-assed, squat-
               to-pee sissy.
                      (as Dwight slaps his
                       leg again)
               I'd have won bigger except he hit
               me when I wasn't looking.
                             DWIGHT
                      (suddenly serious)
               He dry-gulched you. Now that's
               your fault. You gotta keep your
               guard up. There's no excuse for
               getting dry-gulched. I'll show
               you a couple moves after supper
               that'll leave Miss Arthur Gayle
               wondering what month it is.
74   INT. DINING ROOM - EVENING                                    74
     Still excited, Dwight is holding forth for the whole
     family. (We hear THUNDER of an approaching storm)
                             DWIGHT
               ... so he says, 'You and who
               else's army?' 'Just the three of
               us,' I say. 'Me, myself and I.'
                      (a beat)
               Well, after school he's waiting
               for me and he yells something -- I
               tell you, with people like that,
               you got to hurt 'em, gotta inflict
               pain, or they'll never leave you
               alone.
                             (MORE)
                                                   (CONTINUED)
                                                            68.
74   CONTINUED:                                             74
                             DWIGHT (CONT'D)
                      (a beat)
               So it was real hot out, okay? And
               there were these horse turds laying
               all over the place. I picked one up
               and went up to him, but not acting
               tough, okay? Acting more like, 'Oh
               gee, I'm so scared, please don't
               hurt me.' Sort of like this:
     Dwight slumps his shoulders, drops his chin, and looks up
     through his eyebrows, a simpering expression on his face.
                             DWIGHT
               So I say, 'Excuse me, but what's
               the problem?' And he starts in on
               me again, blah, blah, blah, and I
               jam a horse turd right into that
               big mouth. Then I give him a
               sucker punch in the breadbasket,
               and he goes down like a...
     Dwight goes on, relishing the story.
75   EXT. UTILITY PORCH - NIGHT                                   75
     A steady downpour falls outside the porch. Dwight and
     Toby, both stripped to the waist, are boxing. Dwight is
     totally serious about this, absolutely sincere.
     The sweat streaming off the two, Dwight patiently corrects
     Toby's movements, or catches the boy's fist to suggest
     better form. Their feet shuffle, squeak on the floor.
                             DWIGHT
               No, no. From the shoulder.
               Straight.
                      (demonstrates)
               Like this. This. Otherwise you
               leave yourself wide open.
                      (as Toby tries)
               Yeah, better, better... and keep
               those feet moving, shuffle,
               shuffle, that's right... now try
               for my face... good...
76   INT. LIVING ROOM - PARALLEL TIME                             76
     Caroline is on the telephone, her voice low. (Behind
     her, through a doorway, we can see Dwight and Toby
     boxing.)
                                                  (CONTINUED)
                                                             69.
76   CONTINUED:                                              76
                             CAROLINE
               ... not good, to tell you the
               truth not good at all.
                      (listens)
               No, he's not mean to me...
                      (listens again)
               No, he's good about that: comes
               home right after work every night.
                      (listens again)
               Oh, Marian, I don't know -- maybe
               I just got my hopes too high,
               although I don't think so. All I
               want is a little...
                      (searches)
               ... a little son-of-a-bitching
               sweetness. That's all.
                      (listens; laughs)
               You think so, huh? You always did
               have an eye for Dwight, didn't
               you?
                      (leans back; watches
                       Dwight and Toby)
               The thing is, he's out on the
               porch teaching Jack to box right
               now. I keep thinking if I can
               hang on, things'll settle down.
               If I can just hang on long enough,
               it'll work out and my kid'll have
               a father. You know?
77   EXT. UTILITY PORCH - LATER                                    77
     Both Dwight and Toby sweating heavily.    They lean against
     a wall, resting.
                             TOBY
               You said you'd show me how to
               dry-gulch somebody.
                             DWIGHT
               Okay. Now you can always  kick
               somebody in the balls, but I like
               this one better: What you  do is
               hit 'em in the throat with the
               side of your forearm. You  wait
               'til -- hah!
     Without warning, Dwight lunges at Toby and swings the
     side of his arm toward Toby's throat. Toby dodges
     wildly, falling backward over a box of sports equipment.
                                                   (CONTINUED)
                                                             70.
77   CONTINUED:                                              77
                             DWIGHT
               Now that's dry-gulching. Hit 'em
               in the throat, but do it before
               they're expecting it. Now you try.
                             TOBY
               I'm afraid I'll hurt you.
                              DWIGHT
               You won't.
                              TOBY
               But I might.
     Finally Toby gives a half-hearted "Hah!" and swings the
     side of his forearm toward Dwight's throat. Dwight
     catches the arm easily.
                              DWIGHT
               Come onnn.   You're not trying.
     Again Toby hesitates, again he says "Hah!" and gives a
     lukewarm swing at Dwight's throat.
                             DWIGHT
               Well, don't go all shy and delicate
               on me -- you're as sissy as little
               Miss Arthur Gayle. Yeah -- I'll just
               call you 'Little Miss Jackie Wolff.'
               Ooh, my, yes -- Hello, Jackie.
     Toby's eyes flare up, then he lowers his head, biting
     his lip, sniffling a bit.
                             DWIGHT
               Aw, Jesus Christ, if you're gonna --
     Without warning, Toby lunges at Dwight, screaming "HAH!"
     trying for the man's throat. Caught off guard, Dwight
     stops the main force of Toby's arm, but is slammed onto
     the ground stunned.
                             TOBY
               You just about got dry-gulched, my
               man.
     Dwight manages a grin, but he is not happy to have been
     bested.
78   INT. DWIGHT AND CAROLINE'S BEDROOM - NIGHT                    78
     Dwight and Caroline lie on the bed, kissing passionately.
     It is clear that Caroline is as excited as Dwight.
                                                  (CONTINUED)
                                                          71.
78    CONTINUED:                                          78
                              CAROLINE
                I know you may think this is
                silly, Dwight, but it seems
                like... I don't know, like an
                emblem or something. I want to
                be able to see your face when we
                make love. How else can we be
                cl --
      The rest of the word is jerked out of her as Dwight turns
      her onto her side, away from him, and proceeds to make
      love again in his favorite manner.
                              DWIGHT
                You just don't know what's good,
                Sugar. You're too tense. You
                just relax and Dwight'll take you
                on a little trip. Okay? You'll
                have a good time.
      Caroline closes her eyes.
78A   SAME SCENE - HOURS LATER                            78A
      Dwight leans back against the headboard of the bed.
      Caroline sits between his legs, her back against his
      chest. With one hand, Dwight strokes Caroline's hair.
      The other hand is curled around her throat.
                              DWIGHT
                ... are the prettiest thing I've
                ever seen. I mean it. You are.
                The way your hair curls up right
                there. So pretty. I just love
                you so much. I don't know what
                I'd do if you ever left me. I
                couldn't take it.
                       (smiles)
                Guy I knew in the Navy had a
                saying: 'If you love her, here's
                what to do: Let her go visit
                places new. If she loves you,
                she'll come back to you.   If
                she don't come back... hunt the
                bitch down and kill her.'
                       (laughs)
                That's awful, I guess. I don't
                feel that way, but close. My
                pretty thing...
      We see that Caroline realizes the enormity of her
      mistake.
                                                             72.
79   INT. DWIGHT AND CAROLINE'S LIVING ROOM - MUCH LATER           79
     Smoking a cigarette and wearing a nightgown, Caroline
     walks to the front door.
     She opens the front door and stands looking out. Then
     she puts her finger on the door and slowly pushes it shut
     with one finger. She does this once more. Then she does
     it again. She turns, walks toward Toby's room.
80   INT. SKIPPER AND TOBY'S BEDROOM - NIGHT                       80
     Caroline enters and stands by Toby's bed. She bends over
     the boy and she starts to touch his hair, decides not to.
     She stares at Toby for a few beats.
81   INT. DWIGHT AND CAROLINE'S BEDROOM - NIGHT                    81
     Caroline enters, looks down at the sleeping Dwight. She
     gets back into the bed and Dwight throws a sleepy hand
     over her. Caroline hesitates, but forces herself to put
     a hand over Dwight's.
82   INT. DWIGHT AND CAROLINE'S KITCHEN - MORNING                  82
     THROUGH a window, Dwight, dressed in his coveralls,
     leaves for work. Caroline is sewing on a machine whilst
     Toby leans against the kitchen sink.
                             TOBY
               ... but ask him again, why don't
               you? I hate it so much.
                             CAROLINE
                      (never stops sewing)
               I asked him a week ago, I asked
               him this morning -- he wants you
               to keep the paper route.
                             TOBY
               Then make him give me the money.
               It's mine, I earned it. It's
               $220.00 already.
                             CAROLINE
               He won't. He says he'll keep it
               for when you really need it.
                              TOBY
               That's not fair. I ought to be
               able to have my own money.
                      (as Caroline shrugs)
               But it's mine.
                                                  (CONTINUED)
                                                             73.
82   CONTINUED:                                              82
                             CAROLINE
               You remind me of a baby bird --
               you know those frantic little
               things with their mouths wide
               open, wanting, wanting.
                             TOBY
               Well, at least ask him about my
               gym shoes again. I can practice
               barefoot but for games I gotta
               have shoes.
                             CAROLINE
               I'm not a referee. I won't do
               it.
                             TOBY
               Oh, we know, we know: the bride
               won't argue. The bride won't
               raise her voice.
                             CAROLINE
               Well, I'll tell you what    the bride
               will do: the bride will     get up
               and walk over there and    slap hell
               out of the bride's son.     Now does
               the bride's son want his    face
               slapped?
                             TOBY
               Oh, I hate it here! I wish we
               could just get up and go.
                             CAROLINE
               I don't have another 'get up and
               go' left in me! You understand?
               I'm telling you I've hit a god-
               damn wall. I can't run anymore.
               Now this whole thing isn't perfect
               for me, either... let me impress
               that on you real strong, okay? I
               don't wake up singing every morning.
               But I'm going to make this marriage
               work -- I won't join in any fights,
               you got that? I won't even raise
               my voice!
     Caroline points to the sink.
                             CAROLINE
               See those two roses? He picked
               them for me on his way home last
               night.
                                                   (CONTINUED)
                                                             74.
82   CONTINUED:   (2)                                              82
                             TOBY
               Big deal.
                             CAROLINE
               I'm trying to concentrate on the
               good stuff.
     Norma appears in the kitchen door, wearing her cap and
     gown. She strikes a pose.
                             NORMA
               What d'ya think? I think I look
               like a fool.
                      (shrugs)
               Who cares? Six weeks to graduation,
               and California, here I come!
     Norma snaps her fingers and goes back to her bedroom.
                             CAROLINE
                      (lamely)
               Seriously: you have to
               concentrate on the good stuff.
     Caroline turns her attention back to the curtains.
83   INT. DWIGHT AND CAROLINE'S LIVING ROOM - SAME NIGHT           83
     (LATER)
     "The Lawrence Welk Show" is ON the TELEVISION. Dwight,
     Caroline, Skipper, Norma and Pearl and Toby watch an
     Irish tenor sing a lugubrious ballad. Dwight stands in a
     corner of the room, his saxophone to his lips. He's
     playing along with the MUSIC, but silently.
     Occasionally he gets overcome and accidentally causes
     the saxophone to squawk.
     The Irish ballad ends, and Lawrence Welk's Champagne
     Orchestra strikes up a lively polka. Dwight takes a sip
     of his drink and grabs Caroline, pulls her to her feet,
     and begins to dance with her.
     A polka can be a decorous, contained dance. He dances
     Caroline vigorously around the living room, out into the
     kitchen, around the table, and then back again.
     Dwight is really good, and Caroline matches him every
     step of the way. Skipper turns the  VOLUME UP and Dwight
     kicks the dance into an even higher, wilder gear: The
     kids clap on the beat, the two whirl and stamp and spin.
                                                  (CONTINUED)
                                                             75.
83   CONTINUED:                                              83
     Faster and faster -- Caroline's heel catches an end table
     and sends it spinning and faster they go. Caroline's
     head is thrown back; she's laughing with pleasure.
     As the MUSIC reaches its CLIMAX, Dwight spins Caroline
     back to the sofa, lets her go, and WHAM! she lands back
     where she was seated exactly on the last note of the
     song. Amid the general laughter and applause, Caroline
     smiles at Toby.
                             CAROLINE
                      (breathy)
               Try to find the good stuff, honey.
84   INT. DWIGHT AND CAROLINE'S LIVING ROOM - AFTERNOON            84
     Dwight and Toby face one another in the living room.
     Both wear their Scout uniforms. Dwight holds a box of
     chocolate-coated cherries in one hand.
                             TOBY
               I'm telling you I didn't.
                             DWIGHT
               And I know damn well you did.
                             TOBY
               Well, you're wrong.
                             DWIGHT
               About some things, yeah. Not
               about this. You're a goddam hog,
               and I proved it.
                             TOBY
               How do you know Skipper didn't eat
               it? Or Norma? Or Pearl?
                             DWIGHT
               I told all three of them to stay
               away from this candy for twenty-
               four hours.
                             TOBY
               Well, how do you know I even ate
               any?
                             DWIGHT
                      (a triumphant smile)
               I counted them. You hogged down
               eleven chocolate covered cherries
               since yesterday afternoon.
                                                   (CONTINUED)
                                                            76.
84   CONTINUED:                                             84
                             TOBY
               So what?
                             DWIGHT
               So that makes you a hog. I just
               wanted to establish that fact, and
               now I have.
     Caroline and Skipper enter, carrying throw pillows and
     materials.
                             DWIGHT
                      (to Caroline and
                       Skipper)
               Hey. Mr. Hotshot Hog and I've
               just been establishing some facts,
               and what we come up with is this:
               One, he's a pig who gobbles down
               everybody's candy; two, he lies
               about it; three, he lays around
               on his lazy ass day and night
               reading, reading; and four, he's
               not getting any ten-dollar gym
               shoes. That's about what we've
               come up with so far.
                             SKIPPER
               Oh, Dad...
                               DWIGHT
                      (a high, mincing
                        voice)
               Oh, Dad!
     Skipper leaves the room. Caroline sits down, begins to
     try various materials as coverings for the pillows.
                             TOBY
                      (to Caroline)
               Why don't you ever take up for me?
                             DWIGHT
                      (to Caroline)
               Why don't you ever help me
               straighten that boy out?
     Caroline doesn't even look up. She threads a needle and
     begins to sew. Whilst Dwight paces around the room.
                             DWIGHT
               All he does is read or listen to
               records or sing.
                             (MORE)
                                                  (CONTINUED)
                                                             77.
84   CONTINUED:   (2)                                              84
                             DWIGHT (CONT'D)
                      (he sings five seconds
                       of a grotesque
                       "Blue Monday")
               I'm so sick of that shit! And
               when he isn't singing, he's
               watching T.V.
                      (to Toby)
               And don't say you don't 'cause
               when I come home I always put my
               hand on top of it to see if it's
               warm, and it always is. This is
               the news, kid -- I'm wise to you.
                              TOBY
               Oh, big, big deal, who cares, and
               as long as we're passing out news
               here, I don't want to do my paper
               route anymore.
                             DWIGHT
               I bet you don't -- big lazy candy
               hog like you'd rather lay on his
               ass and read, wouldn't you?
               Let me tell you something: you're
               gonna deliver those papers if I
               have to walk behind you with a
               horsewhip ever' step of the way.
                             TOBY
               Then give me the money I earn!
                             DWIGHT
               Hell, no. I'm putting that in the
               bank for you for when you really
               need it -- cuss me now, thank me
               later.
                              TOBY
               Mom,  won't you at least make him
               let  me have the shoes for gym?
               How  can I play basketball without
               gym  shoes? I'm the only one who --
     Toby stops suddenly. He looks at Dwight for a beat or
     two, and then speaks in a different tone:
                             TOBY
               It's not the shoes, is it? Or the
               candy. It's me, isn't it? You
               just can't stand the fact of me.
     Dwight glances at Caroline, who still looks at her
     sewing.
                                                   (CONTINUED)
                                                                 78.
84   CONTINUED:   (3)                                                  84
                             DWIGHT
               I, well, no, it's not that -- I
               just want you to be well-behaved.
               Your rich daddy 'Duke' doesn't
               care anything about you, and so
               somebody's got to train you, and
               one of the things you've gotta be
               trained about is not to be a hog
               and eat everybody's candy like a --
     Dwight stops short as Caroline says one word.
                               CAROLINE
               Oh.
     Dwight and Toby glance at each other nervously.      What
     is this?
                               CAROLINE
                        (her eyes still on
                         her sewing; soft)
               Oh.
                             DWIGHT
               What's the matter, honey?
                               CAROLINE
                        (louder)
               Oh.
               TOBY                                 DWIGHT
     Are you sick, Mom?                   Don't you feel good?
                               CAROLINE
               OH-H-H-H!
     A furious Caroline raises her head, doubles up both
     fists, and yells.
                                CAROLINE
               I.    Will.   Not. Referee.
                             DWIGHT
                      (taken aback)
               Jack, I think you've made your
               mother nervous, so why don't we
               just go on to Scouts and let her
               rest?
                      (to Caroline)
               You lay down and rest awhile.
     Dwight and Toby grab their caps and hotfoot it out the
     door.
                                                            79.
85    INT. SCOUT MEETING - NIGHT                                  85
      Father and son photographs are being taken. Dwight is
      the only father who wears a complete uniform and cap.
      When Dwight and Toby's turn comes, Dwight puts on a big
      smile and throws an arm around Toby's shoulder.
                              DWIGHT
                Check for the tongue tonight --
                you forgot it last week.
                Otherwise you won't get your
                life-saving badge.
85A   SAME SCENE - LATER                                          85A
      Six boys are lying on the floor pretending unconscious-
      ness. Six other boys, Toby among them, are going through
      several life-saving steps such as turning the bodies
      over, checking for pulses, etc.
      The BOY on whom Toby is working is a heavy, pimple-faced
      lout.
      Toby checks if the Boy's breathing is obstructed.
      Gingerly, he tugs on the Boy's chin, starting to open the
      Boy's mouth.
      Suddenly the Boy opens his mouth wide, exposing a half-
      chewed mass of cheese n' crackers. Toby gives the lout
      a knee in the ribs.
                               TOBY
                Bastard.   Swallow that.
                              BOY
                       (laughing)
                Give my pud a big squeeze while
                you're at it, why don't you?
      Toby and the life-savers on either side of him laugh a
      bit.
86    EXT. SCOUT HALL - NIGHT                                     86
      As Toby kneels down to tie his shoelace, a small black
      dog runs up to him. Toby pets it. Arthur Gayle, his
      black eye healed, stands ten feet away.
                              ARTHUR
                You like my dog?
                              TOBY
                Yeah, he's nice.
                                                  (CONTINUED)
                                                             80.
86   CONTINUED:                                              86
                             ARTHUR
               Smart, too -- he can talk.
                             TOBY
                      (smiles)
               Sure -- I just about believe you.
                             ARTHUR
               Hey, Pepper -- what's on a tree?
     As PEPPER BARKS TWICE:
                             ARTHUR
               Bark! Way to go, Pepper -- pretty
               smart. Oh, I was wondering,
               Pepper -- I wanted to ask you
               something: how's the world
               treating you?
     As PEPPER BARKS ONCE:
                              ARTHUR
               Rough!   Yeah, I know what you
               mean.
                             TOBY
               That's dumb. A little funny,
               though. How come your dad never
               comes to meetings with you?
                             ARTHUR
               I don't have a dad. Never did. I
               sprang full-blown from my mother's
               forehead. You want to walk home
               with me and Pepper?
                              TOBY
               Sure -- compared to a ride home
               with Dwight, it'll be like heaven
               on a June day.
87   EXT. RESIDENTIAL STREET - NIGHT                               87
     Toby and Arthur are eating ice cream cones and smoking
     cigarettes at the same time. They walk slowly,
     desultorily. Though still effeminate, Arthur has dropped
     much of the flounciness that he uses in public.
                             ARTHUR
               ... Tobias? Your real name is
               Tobias? Toby... Tobias... I like
               it -- it's very elegant.
                             (MORE)
                                                   (CONTINUED)
                                                             81.
87   CONTINUED:                                              87
                             ARTHUR (CONT'D)
               My real parents would probably have
               given me an elegant name, too.
               I say 'real parents' because I
               suspect I'm a foundling. Somebody
               royal -- or at least very, very
               beautiful had me and gave me to
               my poor but honest mother.
                      (a beat)
               Tell me more about you.
                             TOBY
                      (shrugs)
               Every day of my life feels like
               a mile on the Bataan Death March.
                             ARTHUR
                      (laughs)
               I knew I'd like you.
                             TOBY
               Why'd you point at me that day?
                             ARTHUR
               Because you're an alien. You don't
               belong in Concrete any more than I
               do. This place would like to kill
               us because we're different.
                             TOBY
               Oh, come on, Arthur.   That's a
               little dramatic.
                             ARTHUR
               Think so? You know what chickens
               do if one chicken's born with a
               little difference? With a few
               black feathers on its head, say?
               They peck at the black spot 'til
               the chicken's dead -- they can't
               stand the fact that it's
               different. Now we're both
               different. Your difference is
               something other than...
                      (husky-voiced
                       actress)
               ... my difference...
                      (normal tone)
               But we're both aliens here.
                             TOBY
               I don't exactly feel like an
               alien. I've got friends here.
                                                   (CONTINUED)
                                                             82.
87   CONTINUED:   (2)                                              87
                             ARTHUR
               Yes, and they're fools. And you
               act like a fool when you're around
               them. A prediction: if you stay
               in Concrete, you'll wind up working
               at the A&P -- either that or you'll
               go on a rampage with a hunting rifle.
                             TOBY
               Yeah, and you'll wind up a recluse
               that everybody says likes to dress
               up in his mama's old clothes.
                             ARTHUR
                      (laughs)
               Maybe, maybe, but no matter how
               many times I have to repeat: my
               primary goal's to get out of
               Concrete.
                              TOBY
               Burma-Shave!
     Arthur and Toby laugh.   As they walk on, though, Toby's
     face is thoughtful.
88   INT. SCHOOL GYMNASIUM - NIGHT                                 88
     Toby and ten other boys are practicing lay-ups. All the
     boys, Toby included, wear basketball uniforms. All the
     other boys wear gym shoes. Toby is barefooted. He is
     however, a smooth, skillful player.
89   EXT. EDGE OF TOWN - AFTERNOON                                 89
     Toby tosses his last newspaper into a yard, folds his
     sack, and stands wearily for a few beats.
90   INT. UTILITY PORCH - EARLY EVENING                            90
     A large, ugly DOG next to the box of baseball bats and
     gloves GROWLS and snaps at Toby as he goes past.
91   INT. DWIGHT AND CAROLINE'S LIVING ROOM - EARLY EVENING        91
     As Toby enters the room, Norma exits, wearing theatrical
     makeup and a gypsy costume. Behind her, drink in hand,
     sits Dwight, wearing a suit and tie, watching the
     TELEVISION NEWS with the SOUND VERY LOW.
                             TOBY
               Whose dog is that on the porch?
                                                 (CONTINUED)
                                                             83.
91   CONTINUED:                                              91
                             DWIGHT
               Yours.
                             TOBY
               Mine?
                             DWIGHT
               You said you wanted a dog.
                             TOBY
               A collie, though. Not this one.
                             DWIGHT
               Well, he's yours. You paid for him.
               Go get ready for Norma's play.
                             TOBY
               What d'you mean I paid for him?
     But Dwight doesn't answer.   Toby waits, then shrugs and
     leaves the room.
92   INT. SKIPPER AND TOBY'S ROOM - AFTERNOON                      92
     Toby gets out his book of Indian signs.    He reaches up
     for his rifle, but it is gone.
93   INT. LIVING ROOM - AFTERNOON                                  93
     Toby walks in, Dwight is petting the dog.
                             TOBY
               My Winchester's gone.
                             DWIGHT
                      (eyes never leaving
                       the TV)
               This dog is pure-bred Weimaraner.
               A champion.
                             TOBY
               I don't want it.
                             DWIGHT
                      (as above)
               Well, you're purely out of luck,
               aren't you, 'cause that rifle's
               on its way to Seattle.
                             TOBY
               I want my rifle!
                                                   (CONTINUED)
                                                                 84.
93   CONTINUED:                                                  93
                             DWIGHT
               Well, want in one hand and shit in
               the other -- see which gets full
               first.
                             TOBY
               But, Dwight, that Winchester was
               mine.
                               DWIGHT
               And Champ's   your dog.     Jesus, I
               trade some   old piece of    crap for
               a valuable   hunting dog,    and all
               you can do   is piss and    moan.
                             TOBY
               I'm not pissing and moaning.
                             DWIGHT
               The hell you aren't. You can just
               make your own deals from now on.
94   EXT. HOUSE - AFTERNOON                                            94
     Toby sits on the front stoop. Caroline approaches
     carrying groceries. She notices Toby's expression.
                                CAROLINE
               What's wrong?
                             TOBY
               Dwight traded my rifle for a dog.
               He says the dog's for me, but it's
               some stupid dog he wanted.
     For a moment Caroline doesn't respond.       Then she nods her
     head.
                               CAROLINE
               All right.    Okay, Dwight. You
               stay here.    Don't come inside.
     Toby nods.   Caroline heads inside, loaded for bear.
95   INT. KITCHEN - AFTERNOON                                    95
     Norma, dressed up    for her play, and Pearl are setting the
     table. Dwight is     fixing himself another drink. Caroline
     enters, puts down    the groceries, and goes to the dish
     cabinet. Calmly,     in total control, she takes a PLATE and
     SMASHES it against    the countertop.
                                                       (CONTINUED)
                                                             85.
95   CONTINUED:                                              95
                             CAROLINE
                      (calm)
               Get his rifle back.
                             DWIGHT
               But that dog's a champion!
     Caroline calmly SMASHES another PLATE on the countertop.
                             CAROLINE
               Get his rifle back.
                             DWIGHT
               Am I supposed to go clear to
               Seattle just to get...
     Before he finishes the sentence, Caroline SMASHES a GLASS
     on the countertop.
                             CAROLINE
               Get his rifle back.
                             DWIGHT
               Jesus Christ, woman, I don't even
               know the guy's last name.
     Caroline picks up a bowl.
                             DWIGHT
               All right, all right. The guy's
               supposed to send the A.K.C. papers.
               When he sends 'em, I'll know his
               name and address, and I'll go get
               the god-damn rifle back. Jesus.
     Caroline exits leaving Dwight, Norma, and Pearl with
     their mouths open.
96   EXT. HOUSE - EVENING                                          96
     Caroline walks to Toby, sits next to him on the stoop.
                             CAROLINE
               Well, I did it -- and the bride
               didn't even raise her voice: he
               says he'll get the rifle back as
               soon as the guy who sold him the
               dog sends the papers.
     Toby nods.   Caroline looks up at the evening sky and then
     shrugs.
                                                   (CONTINUED)
                                                             86.
96   CONTINUED:                                              96
                             CAROLINE
               'Course, having seen that dog, I
               wouldn't suggest you hang by your
               thumbs 'til those papers come. I
               mean, that dog is ugly.
     Toby gives her a dirty look, but Caroline's smile makes
     Toby grin.
                             CAROLINE
               That's nice -- I haven't seen a
               real smile out of you in a month.
                             TOBY
               Oh, Mom, can't we leave here? I
               hate it so much. You don't like
               it either -- all you do is stick
               your head in a sewing machine
               night and day. Let's just leave
               and start over someplace else.
                             CAROLINE
               'Start over.' Do you know how
               many times I've started over,
               sweetheart? I don't want to do
               it anymore. This is as far as I
               want to go. This place. I have
               to make this work somehow. We do.
               You're fourteen now -- you have
               to help me.
                             TOBY
               But if...
                             CAROLINE
               But me no buts, honey. I told
               you: I've hit a wall. And
               besides, it's not so bad here,
               if you just try to --
                             TOBY
               If you say 'look for the good
               stuff,' I'm gonna get Dwight's
               30/30 and shoot myself!
                             CAROLINE
               Seriously, though: give the place
               a chance. Give him a chance.
                             TOBY
               Great. Just great. What a life:
               I gotta live with Dwight... I got
               a sissy for a new best friend...
                             (MORE)
                                                   (CONTINUED)
                                                         87.
96   CONTINUED:   (2)                                           96
                             TOBY (CONT'D)
               I got no rifle... I got no gym
               shoes...
                              CAROLINE
               Well, look on the bright side...
               You got a dog.
     In spite of his disappointment over the rifle, in spite
     of all that Caroline had said about staying with Dwight,
     Toby is happy to see Caroline completely back to her old
     self again, joking with him. He grins and, with the palm
     of his hand, he gives her shoulder a gentle shove. She
     returns the gesture. And the two of them sit on the
     steps, staring into the twilight.
97   INT. ARTHUR GAYLE'S LIVING ROOM - DAY                      97
     Arthur is playing the piano. He and Toby sing an old song
     called "I Wandered Today To the Hill, Maggie." Both of
     them are enjoying it. As they finish the song, Arthur
     says a dry "Will you be able to use your musical
     abilities at the A&P?" Toby laughs and gives him a hard
     elbow in the ribs.
98   INT. TOBY'S ROOM - NIGHT                            98
     Toby is using a nail clipper over a wastebasket when he
     hears:
                                DWIGHT (O.S.)
               Heh Hotshot!
     He looks up just in time to see a flashlight fly through
     the air toward him. He catches it. Dwight stands in
     the doorway.
                             DWIGHT
               If you can tear yourself away from
               your pedicure, I want you to fetch
               me some of that paint from the
               attic.
     Dwight switches the room light off.
                                TOBY
               Yeah.
                             DWIGHT
               Is now too soon.
                                TOBY
               God!
                                                             88.
99    INT. DWIGHT'S ATTIC                                           99
      Dwight and Toby are looking for something. They both
      shine flashlights around the dark attic, illuminating
      old magazines, dolls, etc. Dwight says, "I know I put
      'em up here somewhere." Then Toby's flashlight lands
      on the unusual tub with the four blue stars which had
      held the beaver. Forgotten all this time, the beaver
      has transmogrified into a weird, two-foot high pile of
      what looks like cotton candy. And, hideously enough,
      the cloud-like stuff is still in the shape of the beaver.
      Then Dwight says, "Shit -- the roof must've leaked on
      'em." Toby turns to where Dwight shines his flashlight
      on the ten boxes of chestnuts.
      Also forgotten, the chestnuts are    covered with mold,
      too -- but a different kind: this     is wet, slick-looking
      stuff that rises off the chestnuts    like dough in a
      breadpan. A spasm of rage crosses     Toby's face, and he
      turns and bangs out of the attic.
100   INT. DWIGHT AND CAROLINE'S LIVING ROOM - NIGHT (LATER)        100
      A drink in one hand, idly fondling Champ's ears with the
      other, Dwight is watching the NEWS.
      On the TELEVISION we see a distraught Lana Turner   and
      her daughter, Cheryl Crane, as the teenaged girl   is
      led into a tall building.  While we see this, and   then
      a photograph of a stockily handsome Italian man,   we hear:
                              NEWSCASTER (V.O.)
                ... Cheryl Crane, daughter of Lana
                Turner, was held for questioning
                today in the stabbing death of
                Johnny Stompanato, Miss Turner's
                companion. A spokesman for Miss
                Turner said today that the
                stabbing was an accident, and that
                Miss Turner's daughter will not
                spend even one night in jail for
                what the spokesman called a
                'tragic accident.'
      Suddenly aware of another presence in   the room, Dwight
      turns and sees Toby, who is standing   in the doorway,
      also listening to the NEWSCAST. Toby    is not watching
      the television, though, he is staring   fixedly at
      Dwight.
      Dwight reacts then glances back at the set, where the
      Stompanato murder story continues. He turns slowly back
      to Toby, whose eyes are still locked onto his face. The
      SOUND on the TV FADES.
                                                           89.
101   INT. GYMNASIUM - NIGHT                                     101
      A WHISTLE FADES UP.
      Toby's basketball game against the Van Horn team is
      starting. Alone among all the other players, Toby wears
      his street shoes. Heavy squarish brogans, they CLOMP,
      and THUD as Toby runs up and down the court.
      The leather soles slip like skates on the highly-polished
      floor, and Toby falls repeatedly. At first the crowd is
      silent, collectively embarrassed at the boy wearing these
      strange shoes. Then Toby takes a particularly hard fall,
      and somebody laughs. The crowd in general takes it up,
      and soon there is GENERAL LAUGHTER whenever Toby's shoes
      SQUEAL particularly loudly, or whenever the shoes trip
      him up or cause another boy to stumble.
      Soon one WOMAN'S HIGH-PITCHED LAUGH DOMINATES the
      gymnasium. The laugh is hideous, shrill and mindless,
      like some ringer planted in the audience of a situation
      comedy.
      Toby sees Norma necking with some guy and is horrified.
      Toby slips and slides, falls and rises. All the while
      his expression is hard as stone: he will get through
      this or die. And, like a mantra, he mutters one phrase
      over and over: "gotta get out, gotta get out, gotta get
      out, gotta get out." Finally he makes a basket. One
      VOICE from the audience YELLS out "Okay, kid -- way
      to go!" and then two or three people APPLAUD. Instants
      later, Toby catches a rebound and makes another basket.
      The fickle crowd decides to love an underdog and APPLAUDS
      heartily for the boy in the funny shoes. But Toby's
      expression never changes.
102   INT. DWIGHT'S GARAGE - SAME NIGHT (VERY LATE)              102
      The Buick, rolls silently down the driveway pushed by a
      straining but cautious Toby. Champ runs into the street,
      Toby tries to shoo him away. The DOG BARKS ONCE, and
      Toby quickly opens the car door and lets him in, STARTING
      the ENGINE.
103   INT. BUICK - LATE NIGHT                              103
      Toby drives fast leaving Concrete behind. He turns the
      RADIO ON, and a VOICE bawls out "Oh, Maybelline," Toby
      turns the VOLUME UP, turns it UP AGAIN, so that the MUSIC
      is DISTORTED. Toby begins to accelerate. The needle
      creeps past ninety, and hovers close to one hundred.
                                                 (CONTINUED)
                                                             90.
103    CONTINUED:                                            103
       Trees flash past in the headlights, occasional cars are
       overtaken and passed in an instant. Toby starts laughing
       hysterically and sings loudly along with the THROBBING
       MUSIC.
       The Buick begins to shudder and wobble -- Toby hits the
       brakes but the Buick spins and goes sideways into the
       ditch. SILENCE.
104    EXT. BUICK - LATE NIGHT                                     104
       The car is caught so that two of the wheels are off the
       ground, and can get no purchase. Toby starts walking
       back toward Concrete.
105    EXT. ROAD - LATE NIGHT                                      105
       Toby and Champ have been walking a long time.   A truck
       comes from behind Toby, pulls over.
                               DRIVER
                 That your car in the ditch back
                 there?
                        (as Toby nods)
                 How'd you do that, anyway?
                               TOBY
                 It's hard to explain.
                                 DRIVER
                 Get in.
106    EXT. BUICK - VERY LATE NIGHT                                106
       The man is winching the Buick out of the ditch.
107    EXT. DWIGHT AND CAROLINE'S HOUSE - DAWN                     107
       Toby silently closes the garage door, the Buick
       inside and heads for the house.
107A   SKIPPER AND TOBY'S ROOM - NOON                              107A
       The clock shows noon. Toby is in bed reading Boy's Life,
       holding a sandwich and trying to stay awake. Suddenly
       Dwight appears. Dwight puts his hands into his pockets,
       leans against the doorway.
                                                   (CONTINUED)
                                                                   91.
107A   CONTINUED:                                                  107A
                                DWIGHT
                  Your mother said you were sick.
                  Feeling better?
                                  TOBY
                  Yeah, I am.
                                  DWIGHT
                  Good, good.    Get some sleep, did
                  you?
                                TOBY
                  Yeah, I slept about four hours.
                                DWIGHT
                  Must've needed it.
       A pause:
                                DWIGHT
                  Oh, by the way, you didn't happen
                  to hear a funny pinging noise in
                  the engine, did you?
                                  TOBY
                  What engine?
                                DWIGHT
                  I was downtown with Champ a few
                  minutes ago, and I met a guy who
                  recognized him. Said he'd seen
                  my dog this very morning. Told me
                  an interesting story of how he and
                  the dog happened to meet. What
                  d'you think about that?
                                TOBY
                  I don't know what you --
       Suddenly Dwight is across the floor and onto the bed.
       He straddles Toby and slaps him across the face with the
       left hand then the right, again and again.
       Toby holds a forearm protectively across his face.
       Dwight holds both Toby's hands with one of his and, slaps
       the boy's face again and again.
       Finally Toby manages to get his right hand loose.      He
       slams his forearm across Dwight's throat.
       Dwight rears back, choking and gagging. Toby throws off
       the covers and tries to run. Still choking, Dwight
       grabs the back of Toby's hair and forces the boy's face
       down against the mattress.
                                                       (CONTINUED)
                                                                92.
107A   CONTINUED:    (2)                                              107A
       Then he doubles up his fist and slams it into the back
       of Toby's neck. Toby goes rigid with pain. Dwight
       stumbles up gasping for breath.
                               DWIGHT
                 Only me. On this whole earth, to
                 straighten you out. And I will do
                 it kill or cure. Now get your ass
                 up -- you're going to school.
108    EXT. HIGH SCHOOL - NOON                                        108
       A BELL RINGS as Dwight's BUICK SCREECHES to a stop and
       Toby gets out. As he heads toward the doors. Toby then
       turns to stare at Dwight's car. They lock eyes, then
       Dwight smirks and pulls away. Toby watches the car
       disappear, then spins around and walks into the school.
                                                    FADE OUT.
       FADE UP TO:
108A   SAME SCENE - AFTERNOON                                         108A
       The CAMERA is in the EXACT SAME SPOT.
       The school seems a bit seedier, and two newly-planted
       saplings established in the previous scene are both eight
       feet taller, with wide spreading branches.
       Students pour out    the door. Among them Toby, taller and
       a bit heavier, he    now wears black leather boots, and a
       pack of cigarettes    rolled into the sleeve of his T-shirt.
       His hair is still    pure Elvis.
       Toby comes back out the door with four very different
       friends. CHUCK BOLGER, the most reasonable-looking of
       Toby's companions, is the son of a minister. A second
       boy, known as PSYCHO, is a hulking boy with a tendency
       toward sadism. JERRY HUFF is handsome in a pouty, heavy-
       lidded way. His Elvis pompadour is even higher than
       Toby's. ARCH COOK is an amiable simpleton who sometimes
       talks to himself or laughs for no reason.
       Toby and his four friends pile into Chuck Bolger's '53
       CHEVY, and they PEEL OUT.
109    INT. CHUCK BOLGER'S CAR - NOON                                 109
       As the car barrels through downtown Concrete, we see a
       movie marquee reading...
                                                    (CONTINUED)
                                                              93.
109   CONTINUED:                                              109
      ... The Apartment, and a five foot poster that says,
      "ELECT JOHN KENNEDY, 1960."
      In the back seat, Psycho pours vodka into a half empty
      can of Hawaiian punch, then takes a huge swig.
                              PSYCHO
                       (screams it)
                Ag-Hhh! Gorilla blood.
                              JERRY
                Oh, Psycho, shut up.
                              CHUCK
                       (pointing)
                Oh, look -- there goes Carol
                Baumgarten. Ain't she sweet?
                She's hot for Wolff.
                                TOBY
                I wish.
                              CHUCK
                Won't do her any good, though --
                Jack's saving himself for Rhea
                Clark.
                                TOBY
                Knock it off.
                              JERRY
                You know what he said about Rhea?
                Said even the inside of her arm
                turned him on. You slay me,
                Wolff. She is pretty though.
                              ARCH
                       (after a pause;
                        wistful)
                I'd sure like to eat Rhea Clark's
                pussy.
      There is general laughter, mixed with groans.
           JERRY         PSYCHO CHUCK
        God, here we        Eatin' pussy        Jesus, give it
        go again.           is all that         a rest, Arch.
                            man knows.
                                ARCH
                No, I   mean it. I'd like to get
                down   and really grovel on it.
                Spend   about a week with my face
                right   in it.
                                                    (CONTINUED)
                                                              94.
109   CONTINUED:   (2)                                              109
      There is a pause while all the boys dwell on this thought.
      It sounds good to them.
                                PSYCHO
                Aghhh, pussy!
110   EXT. DWIGHT AND CAROLINE'S HOUSE - LATE AFTERNOON             110
      Chuck Bolger's CAR SCREECHES to a halt, and Toby exits,
      followed by an empty Hawaiian Punch can which someone
      tosses after him. Toby gives a wave, starts toward the
      house, and the CAR LAYS RUBBER, while OVER that we hear
      Psycho SCREAMING, "AGH-H-H!"
111   INT. DWIGHT AND CAROLINE'S KITCHEN - LATE AFTERNOON           111
      Pearl is setting the table and singing the Everly
      Brothers hit, "Bye, Bye, Love." The passage of two years
      has improved Pearl. Her bald spot has grown back in, and
      she has learned to fix her hair and use makeup. She smiles
      and nods to Toby, never stopping her singing for a moment.
      Toby stands next to her and sings harmony for a few notes.
      It is clear that their relationship has improved. Toby
      stops singing.
                                TOBY
                Where's Mom?
      Still singing, Pearl points to the living room.
112   INT. LIVING ROOM - EARLY EVENING                              112
      Caroline is watching a newscast of John Kennedy and Harry
      Truman at a press conference outside Truman's Missouri
      office. She hears Toby, turns to him.
      We see that the last two years have marked her. She's
      changed. Her expression is fixed, almost as if she were
      wearing a mask. Even the words are cheerful, but some of
      the old optimism is gone.
                              CAROLINE
                Oh, honey, good news -- Truman's
                going to campaign for him.
                       (lowers her voice)
                I gave twenty-five dollars to his
                campaign office today. I've been
                thinking I'd like to work...
      She is interrupted by Dwight's voice O.S.
                                                    (CONTINUED)
                                                              95.
112   CONTINUED:                                              112
                              DWIGHT (O.S.)
                Here I am, you lucky people!
      Toby and Caroline exchange a glance.     It speaks volumes.
113   INT. KITCHEN - NIGHT                                          113
      Dwight, Caroline, Toby and Pearl sit at the table, eat-
      ing. Champ sits by Dwight's chair -- obviously his dog.
      Dwight seems unchanged by the two years.
      Just now, Dwight is in the middle of telling another of
      his "Dwight Is The Best" stories. From the bored faces
      around the table, this is another in a long series.
                              DWIGHT
                ... So the S.O.B. had been on my
                back for a week at work, okay?
                Sayin' I stole his wrench, an'
                poured oil all over his tools, as
                if! Anyway, he went just one step
                too far with old Dwight, okay?
                Spat on the floor as I walked by.
                I turned around and walked back
                to him, acting so dainty and
                humble and scared, you know, all
                innocent -- and the minute he took
                his eyes off me, BLAM, I dry
                gulched him! I shut his water off
                good! Never gave me another
                second's grief to this very day.
      There is a pause.   One more story.   Nobody has much of a
      reaction.
                               CAROLINE
                I heard Kennedy on the news again
                tonight -- I don't know: I hate
                the Democrats and the Republicans,
                but then once in a while somebody
                comes along who doesn't seem
                like...
                        (she searches)
                ... a liar.
                              DWIGHT
                Kennedy -- the senator from Rome.
                              CAROLINE
                He gives me hope.
                              DWIGHT
                I know what he gives you, and it
                sure as hell isn't hope.
                                                    (CONTINUED)
                                                            96.
113   CONTINUED:                                            113
                              CAROLINE
                       (laughs)
                It's true he is attractive! And
                it may just be those white teeth
                that I respond to. But I don't
                think so.
                       (a beat)
                I'm going to work for his campaign.
                              DWIGHT
                No. Too many Republicans   in this
                town. They hear my wife's   working
                for the Democrats, they'll  take
                their cars someplace else  to be
                fixed. Bad idea. No.
      There is a brief silence. Suddenly Caroline leans across
      the table and speaks to Dwight in a loud, exaggerated
      disappointed whine:
                              CAROLINE
                Oh, Rickyyy!
                       (louder; same whine)
                Oh, Ricky-y-y! Please let me
                come down and work at the club!
                              DWIGHT
                What the hell are you doing?
                              CAROLINE
                Well, you treat me like Lucy,
                I'll act like her. I'll be
                working for Kennedy's campaign.
114   INT. LIVING ROOM - SAME NIGHT (LATER)                       114
      The four of them are watching "The Untouchables." We
      watch as a frightened man speaks to Al Capone, who sits
      behind a large desk.
                              FRIGHTENED MAN (V.O.)
                       (on T.V.)
                ... please, Mr. Capone, it'll never
                happen again, I swear it. It was
                an accident. I can promise you
                faithfully it won't be repeated.
      Finally Al Capone speaks.   He leans across his desk, bugs
      out his eyes, and hisses:
                                                  (CONTINUED)
                                                               97.
114   CONTINUED:                                               114
                              AL CAPONE (V.O.)
                       (on T.V.)
                Why don't you take a little ride
                with Frank?
      The man's eyes bulge with fear, and he cries, "No!    No!"
      as two men escort him out the door.
      In the next shot we see a long black car parked on a
      country road, and we hear a SHOT.
115   INT. BATHROOM - SAME NIGHT (LATER)                             115
      Toby is brushing his teeth when Dwight enters.
                              TOBY
                I'll be through in a minute.
      Dwight looks around.
                              DWIGHT
                You left the lid off the damn
                toothpaste again.
                              TOBY
                       (not looking at him)
                Oh, Dwight, is that the best you
                can come up with?
      Angered, but keeping his voice low.   He pushes Toby's
      shoulder.
                              DWIGHT
                This is my bathroom, and I say
                about the toothpaste, got it?
                       (pushes again)
                Huh? Have you? Huh? Now if you
                lived with your daddy Duke and
                his rich wife, maybe things'd be
                different, but he's not here now,
                is he?
                       (high, flutey voice)
                Oh, Duke? Duke, are you here?
                Dukie? Oh, how sad -- Duke's not
                here. Oh, boo hoo!
                       (normal voice)
                My bathroom. I get to say. Got
                that?
      Still Toby doesn't respond -- Dwight reaches out and
      pinches the skin on Toby's waist, hard. Toby still
      doesn't respond, when Dwight begins to twist it. Toby
      spins around, eyes blazing.
                                                    (CONTINUED)
                                                              98.
115   CONTINUED:                                              115
                             DWIGHT
                Come on. Oh, come on.     Give me
                an excuse.
      Toby hesitates, then leaves the bathroom, humiliated.
116   INT. HALLWAY - NIGHT                                          116
      Toby exits the bathroom, then sees Caroline in a doorway.
      She's heard it all. They look intently at each other.
      Toby nods and walks on down the hall.
117   INT. TOBY'S ROOM - INSTANTS LATER                             117
      Furious, Toby throws himself onto the bed, and snaps on
      a reading light.
      (Behind him, the wall is now completely papered with
      the front pages of the Scout magazine, so that we see
      the words BOY'S LIFE BOY'S LIFE BOY'S LIFE BOY'S LIFE
      repeated one hundred and twenty times.) Then Toby takes
      a slick brochure from under his pillow -- it's a bro-
      chure of Princeton. Photographs of beautifully tended
      lawns, and students on their way to class. Toby stares
      at the photographs, smoothing the pages carefully, long-
      ing in his face.
118   INT. SCHOOL BUS - NEXT MORNING                                118
      Toby bangs onto the bus, throws himself into a seat
      beside Arthur. He hands a grade card to Toby.
                              ARTHUR
                You didn't pick this up yesterday
                -- congratulations, you got
                nothing higher than a C.
                              TOBY
                Shut up.
      He signs the grade card, saying, "Presto."
                              ARTHUR
                You're gonna get caught some day.
                       (as Toby laughs a
                        moronic laugh)
                You act more like those morons you
                hang around with every day. Aghhh!
                I'm psycho! I'm retarded!
                                                    (CONTINUED)
                                                              99.
118   CONTINUED:                                              118
      It's a good imitation of Psycho, and Toby laughs.
                              TOBY
                He hears you do that, you're
                dead. Hey, lemme copy your math
                homework.
                              ARTHUR
                No, but I'll show you how to work
                the problems.
                              TOBY
                I tell you I'm thirsty, you offer
                me a sandwich thank you and fuck
                you.
                               ARTHUR
                Oh, Jack.
                               TOBY
                Oh, Jaaack!
                              ARTHUR
                I take it back you don't act like
                Psycho, you act like Dwight.
                              TOBY
                       (new tone)
                I know it. He's winning. I do
                act like him. I feel like him
                sometimes. I've gotta get out of
                this place or I'm a dead one.
                              ARTHUR
                I know, but you've said that for
                two years.
                              TOBY
                I mean it. I may go live with my
                brother Gregory in Princeton.
                              ARTHUR
                You mean the brother Gregory in
                Princeton who never calls you?
                That brother Gregory?
                               TOBY
                He wrote me.
                              ARTHUR
                And he asked you to live with him?
                                                    (CONTINUED)
                                                              100.
118   CONTINUED:   (2)                                            118
                              TOBY
                No. But I'm going. Or maybe I
                could go to a prep school like
                Gregory did. Like my dad did.
                              ARTHUR
                What about your grades? And what
                would you use for money?
                              TOBY
                I don't know. Dwight owes me
                over twelve hundred bucks! If I
                hadn't let him keep my paper
                route money, I'd be okay.
                              ARTHUR
                If the dog hadn't stopped to pee,
                he'd have caught the rabbit.
      Suddenly Toby is angry.   He stands up, moves to another
      seat.
                              TOBY
                I think Dwight was right about
                you I think you fight for the pink
                team.
      Toby falls into another seat, then, pulls his head back
      and bangs it against the window. Then does it again,
      harder.
119   EXT. RESIDENTIAL NEIGHBORHOOD - AFTERNOON                   119
      His mood even fouler, Toby toils at his paper route. He
      throws the papers against the houses with all his might.
      Suddenly Chuck Bolger's CAR SCREECHES to a stop next to
      Toby. We hear Psycho's "Arghhh!" and Toby climbs into
      the car.
120   EXT. DERELICT CRUSHER PLANT - NIGHT                         120
      We see the Concrete silo dimly-lit in the distance. We
      can read "Welcome To Concrete" on it. Toby is leaning
      against a wall in a large derelict Concrete plant staring
      at the silo. Behind him is a small campfire where the
      other guys are slumped around talking. Toby takes a
      long, angry pull on a bottle of whiskey, then turns
      around and heads toward them.
                                                    (CONTINUED)
                                                              101.
120   CONTINUED:                                                  120
                              ARCH
                Nobody in your family ever even
                been in a Corvette, let alone
                owned one.
                              CHUCK
                You wait and see if I don't get
                one. I'm gonna move down to
                Seattle, get a job at Bendix and
                drive a 'Vette to work every day.
                              JERRY
                My uncle can have any car he
                wants. He makes big bucks as an
                electrician.
                               ARCH
                Yeah?   How big?
                              JERRY
                Hundred seventy-five a week, take
                home.
                               PSYCHO
                Bullshitter!
                              JERRY
                Fuck you, it's true.
                              CHUCK
                Even the supervisors at Bendix
                don't make that.
                              JERRY
                So how are you ever gonna make
                enough to drive a 'Vette then,
                fuck-face?
      The others all laugh at Chuck. Toby has reached the
      group and stands on the lip of the large wooden platform
      that they are on and listens while leaning on a large
      hook.
                              PSYCHO
                I'm gonna drive a T-bird, someday.
                              CHUCK
                An' I'm gonna own a Corvette if I
                have to hold up the Bendix payroll
                to get it.
                               JERRY
                Fuck you.
                                                    (CONTINUED)
                                                                102.
120   CONTINUED:   (2)                                                120
                              ARCH
                Me. I want to eat a big
                red-haired pussy.
      The others all laugh at him.     Toby regards them with a
      sneer.
                               TOBY
                Losers.   What a bunch of losers.
                              CHUCK
                Who you calling a loser,
                fuck-face?
                              TOBY
                All of you.
                       (to Chuck)
                You're gonna drive a Fairlane
                just like your daddy does.
                       (to Psycho)
                How you ever going to drive a
                Thunderbird when you're a janitor
                like the rest of your family?
                       (to Jerry)
                An' you can forget being an
                electrician, you can't even pass
                tenth grade math.
                                 JERRY
                Well fuck you.     Who died an' made
                you King Shit?
                              PSYCHO
                Yeah, you're no better than us.
                               TOBY
                I know that, Psycho. That's my
                point: Ha, ha, ha. You guys are
                my buddies. You guys are my pals.
                And my dear old dad's called
                Dwight.
                        (he spreads his
                         arms wide)
                Welcome to Concreeee...
      Toby topples over and falls down a bank of rubble. The
      other burst out laughing and hooting. The CAMERA MOVES
      off them and CRANES DOWN to a spread-eagled Toby's face.
      The LAUGHTER ECHOES around the building. Toby begins to
      laugh, but it soon turns to bitter tears.
                                                       DISSOLVE TO:
121   OMITTED                                                         121
                                                             103.
122   INT. KENNEDY CAMPAIGN OFFICE - DAY                         122
      Toby enters the small office where Caroline is running
      hundreds of flyers on a duplicating machine. Surprised
      she sees Toby's expression.
                              CAROLINE
                What is it?
                              TOBY
                I called Gregory at Princeton.
                       (as Caroline reacts)
                He's sending me applications for
                prep schools. I need you to
                take me to Seattle to take some
                entrance exams.
                              CAROLINE
                Would a prep school take you
                with, uh, your school record?
                              TOBY
                I've got to get out of here, Mom.
                I've got to. I've got to get
                away.
                              CAROLINE
                When are the tests?
                              TOBY
                Saturday.
                              CAROLINE
                You'll be there.
                              TOBY
                He won't let you have the Buick.
                              CAROLINE
                You'll be there!
123   EXT. LAKESIDE SCHOOL IN SEATTLE - DAY                      123
      Graceful buildings, green lawns, a CARILLON CHIMING.
      Toby walks toward a large building.
124   INT./EXT. TESTING ROOM - DAY                               124
      Twenty-three boys and Toby stand waiting restlessly for
      the tests to begin. Toby looks very different from the
      other intelligent looking, well-bred boys in his Elvis
      hairdo.
                                                         103A.
124A   SAME SCENE - LATER                                   124A
       All the boys are taking the test, working hard.
125    INT. DWIGHT'S BUICK - LATE AFTERNOON                 125
       Caroline turns as Toby gets into the car.
                               CAROLINE
                 How was it?
                              TOBY
                 Hard. I think I did okay.    I'll
                 know Monday.
                                                              104.
126   INT. DWIGHT AND CAROLINE'S KITCHEN - EVENING                126
      Dwight sits at the table, a drink in his hand. Caroline
      hurriedly prepares dinner. She tosses a milk carton into
      a brimming waste basket, then speaks to Toby, who enters
      the room.
                              CAROLINE
                Take that trash out for me,
                honey.
      Toby grabs the trash and exits.
127   EXT. REAR OF DWIGHT AND CAROLINE'S HOUSE - EVENING          127
      Toby opens a metal trash can, dumps the trash, puts the
      lid back on, and then hesitates. He lifts the lid again
      and peers into the trash can, almost hidden, are the tips
      of four white envelopes made of heavy, expensive paper.
      He pulls them up and, though covered with tomato seeds,
      are undamaged.
128   INT. KITCHEN - EVENING                                      128
      Toby walks in, fans out the four envelopes, speaks to
      Caroline.
                              TOBY
                My application forms must've come
                today, and he threw them away.
                              DWIGHT
                Hey, I thought I was helping
                him -- thought I'd save him some
                trouble 'cause he's got no chance
                of getting into some fancy prep
                school.
                              CAROLINE
                You've always got your nose
                pressed up against the bake shop
                window, don't you, Dwight?
                               DWIGHT
                What?
                              CAROLINE
                You feel like everybody else is
                inside, and you're stuck on the
                outside. It turns you mean. It
                turns you ugly. And one day do
                you hear me, Dwight? One day all
                that ugliness is going to snap
                back and hit you in the face.
                                                    (CONTINUED)
                                                             105.
128   CONTINUED:                                             128
                              DWIGHT
                Ooooooh, oh, I'm so scared.   Oooh.
129   INT. TOBY'S BEDROOM - SAME NIGHT                             129
      Toby has the applications open in front of him. We
      see the words "Official Transcript Required" on one
      application. On another we see spaces for the ap-
      plicant to list "Community Services" and "Athletic
      Achievements" and "Foreign Travel" and "Languages." Toby
      looks despairingly at the forms.
130   INT. SCHOOL HALLWAY - MORNING                                130
      Between classes, Toby and Arthur are at a row of lockers.
                                 ARTHUR
                I won't do it.
                              TOBY
                But why? You work right in the
                office -- nobody'll ever know.
                              ARTHUR
                I'm surprised you'd want help from
                anybody who fights for the pink
                team.
                              TOBY
                I'm asking you to help me, man.
                I got word yesterday that I did
                really well on those tests -- but
                that's not enough. I've got to
                cheat and lie -- but I don't care:
                this is my one chance to get out
                of here!
                             ARTHUR
                No. Why should you get to be the
                one? Why not me?
131   INT. SCHOOL WORKSHOP - DAY                                   131
      Toby is working with a table saw. Suddenly a two-inch-
      thick manilla envelope plops down beside him. He looks
      up to see Arthur standing beside him. Glancing around to
      see that he's unobserved, he checks the contents of the
      envelope: we see school stationery, blank transcript
      forms, and a stack of official envelopes. Toby closes
      his eyes. He's saved.
                                                   (CONTINUED)
                                                                  106.
131   CONTINUED:                                                  131
                              TOBY
                You could leave too, you know.
                               ARTHUR
                No, I've grown progressively fond
                of Concrete. I think I'll stay
                here all alone and dress up in my
                mama's old clothes sometimes --
                like you said.
      Arthur turns and    swishes away. Toby pats   the manilla
      envelope, turns    back to the saw. Suddenly   he jerks,
      looks down, and    sees that the ring finger  of his left
      hand is spurting    blood. Toby says a mild,   astonished
      "Hey," and sinks    to his knees.
132   INT. TYPING LAB - SAME DAY (AFTERNOON)                            132
      With his hand bandaged Toby sits at a typewriter with
      a blank transcript. He carefully types "TOBIAS WOLFF."
      Then, he begins to type the letter "A" in every slot for
      grades.
133   EXT. STREET - EVENING                                             133
      Toby mails five letters.
134   INT. TOBY'S BEDROOM - DAY                                         134
      Toby lies in bed reading the paper. He still holds his
      hand in the air (the white bandage is now dingy).
      Caroline appears in the doorway.
                              CAROLINE
                Come help me stuff envelopes.
                              TOBY
                I'll do some this afternoon.
                              CAROLINE
                No, I need to take them with me.
                              TOBY
                I'll be in in a minute.    Let me
                finish this article.
                                                     (CONTINUED)
                                                              107.
134   CONTINUED:                                              134
                               CAROLINE
                Boy, you irritate me.
                        (new tone)
                I think maybe you ought to...
                Yeah -- I think maybe you should
                just...
                         (hisses)
                ... TAKE A LITTLE RIDE WITH
                DWIGHT.
      Toby laughs, and gets up to help her.
135   EXT. DWIGHT AND CAROLINE'S HOUSE - EARLY EVENING              135
      Toby starts up the sideway, Pearl exits the house with
      several letters in her hand.
                              PEARL
                'You got letters from those
                schools!'
      Toby grabs them as if they were the very stuff of life.
      Pearl stands expectantly. Toby notices her, then walks
      off holding the letters to his chest.
136   EXT. FIELD - EARLY EVENING                                    136
      Three letters lie crumpled on the ground. Toby sits with
      his back against a tree trunk. Slowly Toby opens the
      fourth letter. Another refusal. Toby tosses it onto
      the ground with the others, leans his head back against
      the tree trunk, and closes his eyes.
137   INT. DWIGHT AND CAROLINE'S LIVING ROOM - NIGHT                137
      Dwight, Caroline and Toby read the papers.   Caroline
      notices Toby's sad face.
                              CAROLINE
                Maybe that last school will
                come through.
                              DWIGHT
                Yeah, or maybe he'll get a
                contract in the mail asking him
                to be a singing star on T.V.
                       (on Caroline's look)
                Well, he's got about as much
                chance of one as of the other.
      Toby gets up and leaves.
                                                               108.
138    EXT. CONCRETE - SAME NIGHT                                  138
       A beauty shop with a tired sign... "ARLENE'S GOLDEN COMB
       BEAUTY SALON," a beer joint, a pool hall, a woman's
       clothing store with headless mannequins.
       Toby surveys the scene, with an expression of despair.
       Toby catches his reflection in a store window.     He
       stares at himself.
                               TOBY
                 A Concrete boy.
139    INT. A&P GROCERY STORE - EVENING                            139
       Toby, wearing khakis, a shirt and a tie stands before
       the store manager.
                               MANAGER
                 We only take boys who really want
                 to work hard. Is that you?
                        (as Toby nods)
                 I'd want you to start evenings
                 now, and I'd want you all summer
                 -- no vacations.
                        (as Toby nods)
                 Food service work isn't easy.
                 It's not something that comes to
                 you in a year or two. So. You
                 think you have what it takes to
                 be an A&P management trainee?
                               TOBY
                        (straight)
                 That's exactly what I've got.
139A   SAME SCENE - LATER                                          139A
       Toby now wears a regulation black bow tie and an apron.
       An employee is showing him how to price, stamp, and stack
       canned goods. Toby's face is expressionless.
140    INT. DWIGHT AND CAROLINE'S LIVING ROOM - LATE AFTERNOON     140
       Dwight is listening to a PERRY COMO ALBUM.     Caroline and
       Pearl work on a jigsaw puzzle. Toby enters     the kitchen,
       coming from his paper route. He puts down     his paper sack
       and immediately puts on his black bow tie,    preparing to
       go to the A&P.
                                                     (CONTINUED)
                                                             109.
140   CONTINUED:                                             140
                              PEARL
                I can't find where this green piece
                goes -- it's gotta be grass.
      Dwight sighs with irritation at the interruption of his
      listening pleasure, and turns UP the VOLUME on the record.
                              CAROLINE
                       (to Toby)
                Don't go off without eating.
                              TOBY
                I'll get a sandwich after work.
      Exasperated that conversation is continuing when he's
      trying to listen, Dwight reaches over, presses his hand
      down on the arm of the record player, then SCRAPES it
      back and forth on the record. It's a violent action, and
      it makes a GROTESQUE SOUND. The NEEDLE BOUNCES around
      on the scarred record. As the three of them stare at
      him, Dwight speaks calmly:
                              DWIGHT
                I was trying to listen to a
                record.
      Dwight rises, walks outside into the back yard. Then
      the TELEPHONE RINGS. Pearl answers it, listens, then
      says,
                              PEARL
                "Yeah, he's here,"
      She holds the receiver out to Toby, whispering, "Are
      you Tobias?"
                             TOBY
                Hello? All right.     Tomorrow, then.
                Goodbye.
      Toby hangs up, turns to Caroline, quietly:
                              TOBY
                It's Hill School -- the last one
                I applied to. They haven't
                accepted me, but they're sending
                somebody up to interview me.
      Caroline upsets the puzzle getting up to hug Toby.
                                                              110.
141   INT. DRUGSTORE - AFTERNOON                                  141
      Toby is sitting in a booth with MR. HOWARD, a man in his
      late thirties.
      Toby has made a real attempt to look good.    His hair is
      modified, and he wears a tie and a suit.
                              TOBY
                ... Yeah, I enjoy my classes,
                especially the ones that are
                advanced, but I've been feeling
                a little restless lately. It's
                hard to explain.
                              MR. HOWARD
                Well, you're probably bored. Not
                being challenged. Your application
                was very good, Toby, but we have
                many boys who want to go to Hill.
                Not everybody is comfortable at a
                prep school.
                              TOBY
                I think I would be. My father
                and brother went to prep schools.
                                 MR. HOWARD
                Is that right?     Where?
                              TOBY
                Deerfield and Choate.
      Mr. Howard is impressed.
                              MR. HOWARD
                I see. Well, maybe you'd like it.
                Hill was difficult for me, though
                -- classes were hard, and the boys
                seemed cold -- interested in money
                and social position.
                       (laughs)
                And I hated those snowy
                Pennsylvania winters! But then
                in my last year, something changed.
                The guys in my class grew close,
                so close that I still think of
                them as a second family.
                              TOBY
                       (honest)
                I want that. I do, and --
                                                    (CONTINUED)
                                                              111.
141   CONTINUED:                                              141
      He stops    talking as we hear, O.S., "AG-H-H-H!" Psycho and
      Arch have    entered the drugstore. Toby's back is to the
      door, and    he slouches deeper into the booth, praying that
      he won't    be seen.
      Arch and Psycho buy cigarettes.
                                ARCH
                  ... so she said, 'No, I don't want
                  you to do that,' and I said 'Oh,
                  baby, let me get down and grovel
                  on it.' I mean, I ate her pussy
                  'til my tongue was calloused, and
                  then...
      Arch moves toward the    back of the store toward the area
      where Toby sits. Toby     inches down a bit farther into the
      booth. Arch stops at     a sunglass rack five feet from Toby
      and tries on a couple    of pairs.
                                ARCH
                  ... so anyway, she went off like a
                  Roman candle -- I mean that woman
                  can scream. I said, 'You liked
                  that, didn't you, baby?' I said,
                  'You liked the old Arch Cook
                  special, didn't you?'
      Arch decides to let the sunglasses go. He and Psycho
      move toward the front of the store, he talks about pussy.
      Toby exhales.
                                MR. HOWARD
                  Toby, boys at Hill talk roughly
                  sometimes too -- you'd have to
                  be ready for that. I can see
                  you've had sort of a sheltered
                  life.
      Toby nods his head.
142   EXT. DRUGSTORE - AFTERNOON                                    142
      Mr. Howard shakes Toby's hand.
                                MR. HOWARD
                  You seem like a fine boy, and
                  I'll give you a good report
                  tomorrow. But there are lots of
                  boys applying, and we'll just
                  have to wait and see whether --
      From O.S., we hear Dwight's voice, and Toby goes rigid.
                                                    (CONTINUED)
                                                              112.
142   CONTINUED:                                              142
                              DWIGHT (O.S.)
                Ohh, it's the Hotshot Boy.
      Both Mr. Howard and Toby turn to see Dwight, wearing
      his coveralls, ten feet away.
                              DWIGHT
                Yeah, it's the guy who thinks he
                knows everything. Thinks he's so
                smart, but fella, what you don't
                know would fill a book.
                       (glances at Mr.
                        Howard's new
                        Chevrolet; offhand)
                General Motors makes shit cars.
      Dwight turns and enters the drugstore.
                              TOBY
                       (weakly)
                That's, uh, that's this guy...
                he's a mechanic... did some bad
                work on our car...
      It's not much of an explanation, but Mr. Howard seems to
      buy it. He says goodbye to Toby, gets into his car,
      drives away. Toby stares after him.
                                                    DISSOLVE TO:
143   INT. A & P GROCERY STORE - NIGHT                              143
      A few weeks have passed. Toby (his Elvis hairdo further
      modified) again prices and stacks food. His face is
      serious, his manner industrious.
144   INT. DWIGHT AND CAROLINE'S KITCHEN - AFTERNOON                144
      Toby walks in; his Elvis hair disappearing.    Pearl, who
      is boiling hot dogs, turns:
                              PEARL
                I know something'll make you feel
                good: that man called -- you got
                the scholarship.
      Toby grits his teeth and clenches both fists victoriously.
      He's won.
                                                    (CONTINUED)
                                                              113.
144   CONTINUED:                                              144
                              PEARL
                He said they're gonna give you two
                thousand three hundred dollars a
                year and it costs two thousand
                five hundred dollars... so you
                gotta come up with the other two
                hundred. Great, huh?
                       (sympathetic)
                I'm making hot dogs -- I'll make
                one for you. Can you put mustard
                on some bread for us?
      Toby gets a jar of mustard from a cupboard, but it's
      empty, so he tosses it on top of the trash can, gets a
      new jar and starts to open it.
      Dwight enters.
                              PEARL
                What're you doing home so earl...
                Oh! Toby he got that scholarship
                -- two thousand and three hundred
                dollars!
      Dwight makes himself a drink, takes two large swallows,
      then turns to Toby.
                               DWIGHT
                Hey, leopard. I say, 'Hey,
                leopard.' I know you, leopard --
                I can see those spots you can't
                change.
                        (laughs)
                Thinks he can go to some fancy
                prep school and fool everybody.
                Not a chance. I know a thing or
                two about a thing or two.
      Toby won't rise to the bait, and Dwight falls silent, he,
      looks around and sees the jar of mustard on top of the
      trash.
                              DWIGHT
                Who threw that away?
                              TOBY
                I did.
                              DWIGHT
                Why?
                              TOBY
                Because it was empty.
                                                    (CONTINUED)
                                                             114.
144   CONTINUED:   (2)                                           144
      Dwight retrieves the bottle. There are a few streaks
      of mustard under the neck of the bottle. He holds it
      close to Toby's face.
                               DWIGHT
                Empty?   That look empty to you?
                              PEARL
                It looks empty to me.
                              TOBY
                It looks empty to me, too.
      Dwight pushes the jar against Toby's eye, leaving mustard
      stains on the boy's face.
                              DWIGHT
                Look again, hotshot.    Is it empty?
      Toby jerks his head away, not answering. Dwight slams
      down the jar of mustard, grabs Toby by the back of the
      hair and forces his face down against the mustard jar.
                               PEARL
                Dad!
                              DWIGHT
                       (to Toby)
                Now. Now, Mr. Big-Time Prep-
                School fucker, is it empty?
      Toby struggles, but Dwight has the strength of anger:
      trying always to protect his throbbing finger, Toby
      pulls free and jumps up from the table. Dwight is too
      quick for Toby, though: he grabs an even bigger handful
      of hair and forces Toby's face down onto the mustard
      jar again and again. And again. Each time he asks if
      the jar is empty. Finally, Toby gives up.
                              TOBY
                       (muffled)
                No, it wasn't empty.
                              DWIGHT
                       (lets him go)
                All right -- clean it out.
      His face smeared with mustard, Toby's expression is
      murderous. He picks up a knife and scrapes at the mus-
      tard, trying to get up under the neck. He manages to
      get a few brown and yellow smudges on the knife, which
      he transfers to the edge of a plate. Dwight watches.
                                                   (CONTINUED)
                                                             115.
144   CONTINUED:   (3)                                           144
                                 DWIGHT
                Now.     Was it empty?
      Slowly he stands up and faces Dwight.
                                 TOBY
                Yes!
      Dwight slaps Toby across the mouth and the battle is on.
      As Pearl stands frozen, Toby lunges at Dwight, they
      grapple and stagger around the room. GLASS SHATTERS, the
      kitchen table CRASHES over, and their feet STAMP and
      SHUFFLE but Toby is a wild man. Even though he has
      only one good hand. He lands a blow between Dwight's
      eyes that bangs the man back against the wall.
      Dwight grabs the pan with the hot water from the hotdogs,
      flings it at Toby. Most of it misses. Again they
      grapple. Toby manages to throw Dwight down, then grabs a
      broom that has fallen to the floor, presses it against
      Dwight's throat, using his good hand and one knee.
      Dwight's mouth gapes wide, his eyes bulge, and he jerks
      himself frantically trying to dislodge Toby, but Toby
      hangs on like grim death. Desperate, Dwight grabs Toby's
      bandaged hand, bringing it close to his own face, and
      bites the stump of Toby's injured finger as hard as he
      can.
      Toby and Pearl scream simultaneously. Pearl in horror,
      Toby in pain. Pearl runs into her bedroom. Toby reels
      back in pain, holding his freshly-bleeding hand. Dwight
      takes his chance, grabs Toby by the throat, forces him
      down onto the floor and begins to choke the boy. Toby's
      eyelids begin to flutter. He's losing consciousness.
      WHAM!
      From out of nowhere a baseball bat hits Dwight flat
      across the shoulder blades, knocking the breath out  of
      him, stunning him momentarily. As he looks up, we   see
      Caroline, one of the baseball bats from the utility  porch
      drawn back, aimed at Dwight's head, ready to strike  again.
                               CAROLINE
                       (level)
                Get away from him or I will kill
                you.
      Toby manages to stand up, Caroline speaks to both of them.
                                 CAROLINE
                What is this?
                                                   (CONTINUED)
                                                              116.
144   CONTINUED:   (4)                                            144
                              TOBY
                I got the scholarship and he went
                nuts. He's crazy, and I'm leaving.
                       (screams it)
                I'm leaving!
                                 DWIGHT
                Great.   Go!
                              TOBY
                Give me my paper route money, and
                you'll never have to see my face
                again.
                              DWIGHT
                       (manages a smile)
                That money is gone with the wind.
                       (as Toby stares)
                That's right. I spent it as you
                made it. It's gone. Poof.
      Toby starts for Dwight again. Caroline grabs him, saying,
      "No. No. No," over and over, literally dragging Toby
      away from Dwight.
      Caroline looks at Dwight.
                              CAROLINE
                It's not so much that you're
                disappointing -- it's that you're
                consistently disappointing.
                              DWIGHT
                Oh, fancy, fancy talk -- fancy
                talk for a whore.    I know a thing
                or two about a thing or two. I
                got friends in this town that tell
                me things, and I found out some man
                down at that campaign headquarters
                found you a job in Washington, D.C.
                Gonna run off with him, aren't
                you, Miss Whore?
                              CAROLINE
                He's just a friend.
                                 DWIGHT
                Miss Liar.     Miss Whore Liar.
                              TOBY
                I'm leaving, Mom. You can leave,
                too. You don't have to stay here.
                                                    (CONTINUED)
                                                              117.
144   CONTINUED:   (5)                                            144
      Caroline takes three full beats and then her face
      changes. She speaks wonderingly:
                                 CAROLINE
                I don't, do I?
                                 TOBY
                No, you don't.
                              CAROLINE
                I could leave with you, couldn't
                I?
                              TOBY
                Yes, you could!
                                 DWIGHT
                What about me?
                              CAROLINE
                I could just walk right out that
                door, couldn't I?
                              TOBY
                Yes, you could!
      Caroline takes a deep breath, a weight has been lifted.
                              CAROLINE
                My God... the lightness.
                                 DWIGHT
                What about me?
                              CAROLINE
                I'm leaving, too.
                                 DWIGHT
                No.
                              CAROLINE
                Oh, Dwight, why do you want me to
                stay? You don't even like me,
                not really.
                              DWIGHT
                You're not leaving!
                              CAROLINE
                       (gentle)
                Look again, Dwight -- I'm already
                gone.
                                                    (CONTINUED)
                                                              118.
144   CONTINUED:   (6)                                            144
      Dwight makes a terrible noise of frustration and rage,
      doubles his fists, and starts toward Caroline.
      Immediately Toby grabs the baseball bat and holds it
      out, ready to strike, as the two begin to back toward
      the door.
                              DWIGHT
                ... you two've always sided in
                against me, always thought you
                were better than me. I tried. I
                did the best I could. What about
                me? Am I supposed to just crawl
                off in a ditch someplace and die?
                I've always been the nigger.
                Everybody's nigger. Ever since I
                was little.
      Caroline and Toby are at the door, run across the yard
      and down the street. Dwight stands in the doorway,
      yelling:
                              DWIGHT
                What about me? When is it ever
                Dwight's turn for some
                consideration? What about me?
                I'll tell you one thing --
                you'll remember me!
145   EXT. FIELD - MINUTES LATER                                  145
      Caroline and Toby slow to a walk after running, laughing,
      and catch their breaths.
                               CAROLINE
                Man, oh man.
                              TOBY
                Man, oh man, oh man.
                              CAROLINE
                Well, we're out.
                              TOBY
                Great, isn't it?
                             CAROLINE
                Yes. It's great. And you got the
                scholarship! Congratulations,
                honey.
                                                    (CONTINUED)
                                                             119.
145   CONTINUED:                                             145
                               TOBY
                Yeah, I'm out! I'm outta here!
                Maybe I'll crash and burn, but
                it's a chance, so I'm gone! I'm
                history, Histoire. Nobody's
                gonna tell me what to do now,
                nobody. I'm free as a bird.
                Sayonara nest.
                       (yells it; really
                        bawls it out)
                Heaven on a June day!
      Caroline's smile becomes fixed during Toby's speech and
      she begins to regard him oddly.
                              CAROLINE
                       (weakly)
                Yeah, heaven on a June day...
                              TOBY
                What'd he say about you having a
                job in D.C.?
                              CAROLINE
                Oh, Helen found me something in a
                real estate office, but...
                              TOBY
                So now you can go! Oh. Oh! I am
                so damn glad to get out of this
                place! I'll be in 'fourth form.'
                Doesn't that sound great? And if
                you get a two-bedroom place in
                D.C., I can come for vacations and
                summers. I'm out. I'm out!
      Caroline's eyes well up, and she lights a cigarette.
                              TOBY
                       (notices she's upset)
                What? Oh, don't cry -- he's not
                worth it.
      As sad as she is, Caroline smiles...
      TOBY
      She holds Toby at arm's length and studies him.
                              CAROLINE
                My you've grown, haven't you.
      Then clutches him to her fiercely.   Smiling, the two
      walk on through the sunny afternoon, singing softly to
      each other.
                                                                120.
146   EXT. BUS STATION - DAY                                        146
      Caroline and Toby stand next to a bus as the driver
      STARTS the ENGINE. She is close to tears.
                              CAROLINE
                Are you sure you'll be all right?
                              TOBY
                       (nice)
                Get on the bus.
                              CAROLINE
                       (stuffing bills into
                        his pocket)
                I borrowed money from everybody I
                know -- it's the two hundred you
                need for the tuition, and an extra
                fifty. Buy yourself a blazer.
                Oh, God. I'll miss you. I'll
                write you. You sure your hand's
                okay?
                              TOBY
                Get on the bus, Mom.
      Caroline puts her arms around Toby, kisses his cheek
      hard, then whispers something into his ear. When Toby
      speaks, his words are full of love:
                              TOBY
                I know that, Mom. I've always
                known that.
      Caroline gets onto the bus, the DOORS CLOSE, WHOOSH and
      the bus pulls away. We see Caroline's face at a window.
      As the bus recedes, Toby turns and walks in another
      direction. His face is shining, incandescent with
      happiness. He breaks into a wide grin.
                                                    FADE OUT.
                               THE END