State and Main (2000)
      
Directed by David Mamet
      
Written by David Mamet

Alec Baldwin ............................Bob Barrenger
Charles Durning ...................Mayor George Bailey
Clark Gregg ............................Doug Mackenzie
Philip Seymour Hoffman ............Joseph Turner White
Patti LuPone ............................Sherry Bailey
William H. Macy ............................Walt Price
Sarah Jessica Parker .................Claire Wellesley
David Paymer .............................Marty Rossen
Rebecca Pidgeon ...................................Ann
Julia Stiles ....................................Carla
Jim Frangione ...............................Tommy Max
Vincent Gustafero .................Uberto Pazzi-Sforzo
Michael Higgins ............................Doc Wilson
Christopher Kaldor................Officer Cal Thompkin
Matt Malloy ...............................Hotel Clerk
Lionel Mark Smith ..........................Bill Smith
Ricky Jay ........................................Jack
   
       
     FADE IN:

 1   EXT. FIREHOUSE - DAY                                           1   

     Ann is walking down the street.  The firedog runs out of the 
     firehouse, she gives the dog a biscuit, and pats him on the 
     head.

     The fireman is out front with a cup of coffee.  Ann hands 
     him a poster.

 2   EXT. STATE AND MAIN - INTERSECTION - DAY                       2   

     Morris and Spud, two codgers, are about to cross the street 
     when they hear a beeping and stop.

     As they cross, we see the tail end of a van, and the group 
     nods in that direction.

                           MORRIS
               You hear that?

                           SPUD
               Yes, I hear it.

                           MORRIS
               Drive a man to drink.  Took me near 
               half an-hour, get across the street 
               yesterday.

                           SPUD
               I saw Budgie Gagnon, leaning on the 
               bank of the building.  Said, "What 
               are you doin'?"  He said, "I'm waitin' 
               for the 'leven o'clock crossing..."

     As Morris and Spud speak a car is coming down the street, 
     and bounces in the pothole.

                           MORRIS
               Y'wanna fix something, you should 
               fix the pothole.  Yessir, they should 
               be trussed up, thrown off some high 
               building.

     DOUG MACKENZIE, a young Republican type, walks up to join 
     them.

                           DOUG
               Who's that?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                             p. 2


                           MORRIS
               Whoever spent ten, f'teen thousand 
               dollars, a new traffic light, you 
               could grow old, paint your house 
               before it lets you cross the street, 
               and then, not fix the pothole.

                           SPUD
               What was wrong with the old traffic 
               light?

 3   INT. COFFEE CORNER - DAY                                       3   

     They enter the Coffee Corner.  Carla is serving the folk, 
     and Jack the owner is behind the counter.

                           DOUG
               I'm glad you asked... I'll tell you 
               what was wrong with it.  And what 
               was wrong with it was it was behind 
               the times.  Now: You want to bring 
               business into this town?  You have 
               to plan for a Waterford that Does 
               Not Exist.  Not at the moment, no...

                           ANN
               Morning, darling.

                           DOUG
               Morning.

                           CARLA
               Hi, Annie.

     Ann hands Carla a poster.

                           ANN
               Morning, Carla.

     Doug and the two codgers move to a table by the window where 
     Carla, the nubile waitress, brings them coffee.  Ann talks 
     to a woman at the counter.

                           MORRIS
               ...the damn thing...

                           SPUD
               No, I'm serious, election's coming 
               up, a lot of people are pretty 
               upset...

                           DOUG
               They are, yes.  I'm sure they are...

                                                       (CONTINUED)

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                                                             p. 3


                           WOMAN AT COUNTER
               Annie, I'm going to be a lil' late 
               for the rehearsal, tonight.

                           ANN
               S'Okay, Maude.  You know your 
               lines...?

                           DOUG
               ...I'm sure that people are upset...

                           MAUDE
               I know 'em, I don't know what order 
               they come in...

                           ANN
               We'll work it out.

                           JACK
               What're they talking about?

                           ANN
               Traffic light.

                           JACK
               Waal, no, th'traffic light's Doug's 
               thing.  That's his thing, fine.

                           DOUG
               Thank you, Jack, and...

                           JACK
               But we got to talk about the pothole.

                           DOUG
               Jack...

                           JACK
               A public office is a public trust...  
               This is why this is America.  Question 
               is: who owns the street.

     Outside the front booth, on the street, the airport van 
     cruises by.

 4   EXT. STATE AND MAIN - DAY                                      4   

     As they walk out we hear a high pitched beeping sound at the 
     traffic light.  We see DOC WILSON crossing the street, holding 
     his doctor's bag.  An ELDERLY MAN approaches Doc at the 
     crossing.  As Walt and Bill walk, the airport van follows 
     them.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                             p. 4


                           TOWNSMAN
               Doc, those pills, y'gave me for my 
               back?  I'm not sure that they work.

                           DOC WILSON
               Well, I'm not sure either, but y'don't 
               hear me complain... come by th'office, 
               end of th'afternoon.

                           TOWNSMAN
               Thanks, Doc...

                           BILL
               This is your movie, this is small 
               town America.

                           WALT
               Town in New Hampshire was small town 
               America, too.  Forty thousand dollars 
               a day, to shoot on the street.  And 
               then they kicked us out...

     They stop in front of a rack of fifty "factory seconds."

     Black and red hunting jackets, in front of the sporting goods 
     store.  The sign reads "FACTORY SECONDS, FIVE DOLLARS."

                           BILL
               A jacket for five dollars... I can 
               buy this town for fifty bucks.

                           WALT
               You told me that about the last town.

                           BILL
               Yeah, but they never made a movie 
               here.

                           WALT
               I'm bleeding, Bill, I'm bleeding...

                           BILL
               ...why am I here?

                           WALT
               What, what, what, what do they got 
               that can pass for the Old Mill?

     Bill shows Walt a brochure from Waterford, which shows a 
     picture of the Old Mill.  Walt reads.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                             p. 5


                           WALT (CONT'D)
               "The Waterford Mill, built in 1825, 
               and long a tourist attraction..." 
               Wake up Uberto

     ANGLE:

 5   INT. THE AIRPORT VAN - CONTINUOUS                              5   

     UBERTO is asleep.  Bill wakes him up.

                           UBERTO
               Where are we?

                           WALT
               Givvem a cigarette...

     Uberto comes out of the car and squints around.

                           UBERTO
               ...they ship our Old Mill from New 
               Hampshire?

                           BILL
               They're holding our Old Mill for 
               ransom.

                           UBERTO
               We build it?

                           BILL
               We don't have to build it.

     He shows Uberto the brochure.

                           UBERTO
               We build the fire hut?

     Walt shows Uberto the Firehouse.  Uberto looks through the 
     viewfinder.

                           UBERTO (CONT'D)
               We have to lose the window.

                           WALT
               ...we can't lose the wind...

                           UBERTO
                    (pulling out 
                    storyboards)
               Then I can't do this shot... you 
               wants me to push in -- I can't push 
               in through the window... we go back 
               to New Hampshire?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                             p. 6


                           BILL
               NO, we can't ever go back to New 
               Hampshire.

     A pick-up truck with two calves in it stops, the driver seen 
     from the back is a farmer smoking a pipe.

                           WALT
               NO, we're gonna stay here.  This is 
               what my people died for.  The right 
               to make a movie in this town.

 6   INT. TAVERN INN LOBBY - DAY                                    6   

     A desk clerk, SCOTT, looks up.  Behind the desk a display of 
     several souvenir plates, "Souvenir of Waterford, VT", with a 
     picture of the Old Mill on them.  Walt picks one up and hands 
     it to Bill.

                           SCOTT
               May I help you?

                           WALT
                    (followed Bill)
               I want to talk to the manager.

     Walt talks into his cell phone as he talks to Scott.

                           SCOTT
               Would you like a room?

                           BILL
               Na, we wanna rent the whole hotel.

                           WALT
                    (into phone)
               Hello, Tracy, we gotta new town.  
               We're...where are we?

     BEAT.  Bill looks around, sees a sign on a desk.  Consults 
     his tourist folder.  As they talk they walk into deserted 
     ballroom and play shuffleboard and archery.

                           BILL
                    (carrying Waterford 
                    plate)
               Waterford, Vermont.

                           WALT
               ...you got to get me that street for 
               nothing...

                           BILL
               I will.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                             p. 7


                           WALT
                    (into phone)
               Waterford, Vermont.  Where is it?  
               That's where it is...

     Walt carries the shuffleboard stick over his shoulder.

 7   INT. WALT'S OFFICE - NIGHT                                     7   

     Walt is talking on a cellphone.  A male P.A. is bringing in 
     bags of equipment.  Bill is still sitting perched on a desk, 
     typing into his computer.  Uberto is sitting on a couch, 
     smoking.

     We see the shuffleboard stick on the desk, and the Old Mill 
     plate on the wall.

                           WALT
                    (to phone)
               Because, because...we don't have to 
               build an Old Mill.  They have an Old 
               Mill.  Yeah.  It's on a stream -- 
               that's where you put a mill.

                           BILL
               ...they run on water.

                           WALT
                    (to phone)
               Now: I'm looking at the...

     He gestures for Bill who hands him the storyboards.

                           WALT (CONT'D)
               I've got scene twelve...
                    (to Carla)
               Shouldn't you be in school?

                           CARLA
               It's night.

                           WALT
                    (to phone as he shows 
                    the Old Mill 
                    storyboards to camera)
               Scene twelve...arrival at the mill.

                           ANGLE
               Scott enters.

                           SCOTT
               Mr. Price, Mr. Price...?
                    (he hands Walt flowers)

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                             p. 8


                           BILL
               What...?

     They go back to the flowers.  Walt takes the card, reads.

                           WALT
               "Bring it in on time and there's 
               more where these came from.  Marty.  
               P.S. I want to talk to you about a 
               product tie in..."

                           SCOTT
               I'll put the, in your r...

                           WALT
               Somebody make a note.  I want Li..., 
               for the broad...what does she like?  
               Lilacs.  Okay.  A truck of lilacs 
               when the broad comes.  And get 
               something for Bob Barrenger, get 
               him, what does he like...?

                           SCOTT
               Bob Barrenger...Bob...Bob Barrenger's 
               in this movie?

                           WALT
               That's cor...

                           SCOTT
                    (awed)
               He's staying here?  Bob Barrenger is 
               staying he...?

                           WALT
               Put something in his room.  What 
               does he like?

                           BILL
               14-year old girls.

                           WALT
               Well, get him something else and 
               let's get out of here in one piece.  
               Get him a half of a 28-year old girl.

 8   INT. PROD. OFFICE - WAITING ROOM - DAY                         8   

     INSERT FRONT PAGE

     "Burlington Banner".  Picture of movie star Bob Barrenger, 
     and Banner headline: "Waterford chosen as sight of new Bob 
     Barrenger film.  A story of small town life based on..."

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                             p. 9


     Carla knocks on the door to the back room, voices from inside.  
     Outside, on two chairs, the MAYOR, GEORGE BAILEY, a man in 
     his fifties, and JOE WHITE, the writer, dressed in an army 
     field jacket and jeans, waiting to be admitted.

     Joe is reading an old "Welcome to Waterford" tourist folder.

     The door to the room opens, and Joe stands, looks inside, 
     squints.  Takes off his reading glasses and puts on another 
     pair.

                           JOE
                    (to the open door)
               I, I'm sor...
                    (as the door closes, 
                    to a passing aide)
               ...I lost my typewriter...

     Carla brushes past them.

                           CARLA
               Hi, Mr. Bailey...

                           MAYOR
               Carla, would you tell them that I'm...

                           WALT
                    (from inside)
               What?  What is it?

     Carla enters the back room.  As she does so, she passes the 
     First A.D., who is on the phone.

                           FIRST A.D.
               Could I speak to my wife, please?

     CAMERA takes us with Carla into the back room.  Past the 
     A.D.

                           SECRETARY
                    (to A.D.)
               You've got a call...

 9   INT. PROD. OFFICE - WALT'S OFFICE - DAY                        9   

     Inside the room, production boards being carried in, 
     blackboards, schedules taped to the wall, sketches of Main 
     Street, a large "days till shoot...4" sign.  The Old Mill 
     plate is on the desk.

     The PRODUCTION DESIGNER is bent over a worktable, he holds a 
     compass and refers to blueprints and a scale model of the 
     Firehouse and the Old Mill, which are on the table.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 10


     Walt is holding glossy photographs, and leafs through them 
     as the Production Designer talks.  They leaf through 
     storyboards.

     We see that Walt is leafing through glossy photos of horses.

     Walt has shuffleboard stick over his shoulder.

     ANGLE ON

     Storyboards of firehouse scene.

                           BILL
               And Uberto tells me he can't take 
               this shot, unless they let him take 
               out the firehouse window.

                           COSTUME DESIGNER
               Walt, I've got to talk to you about 
               the nude scene.

     Carla enters.

                           WALT
               Aren't you ever in school?

                           CARLA
               There's other things to be learned.

                           WALT
               Izzat so?

                           CARLA
               The Mayor's outside.

                           WALT
               What's his name?

                           CARLA
               Mr. Bailey.

     Walt goes to the door, opens it and looks around.

10   EXT. WALT'S OFFICE - DAY                                      10   

     Joe reading the Burlington Banner.  He stands up.

                           WALT
               Mr. Bailey...Mr. Bailey...?

     Walt and Mr. Bailey enter Walt's office.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 11


                           JOE
                    (to passing secretary)
               I lost my typewriter...?

                           A.D.
                    (passing)
               Yes, could I please speak to my 
               wife...?

     ANGLE

     Interior Walt's office.

                           WALT
               I have to tell you, I can not express 
               to you how happy...

                           MAYOR
               And we're glad to have you here...

                           WALT
               My golly, you know?  All my life I 
               grew up in the city, but every 
               summer... would you like a cigar?

                           MAYOR
                    (of cigars)
               Aren't these illegal?

                           WALT
               Why would they be illegal?

                           BILL
               ...there's a trade embargo against 
               Cuba.

     Pause.

                           MAYOR
               Well, you know, Walt, I just wanted 
               to say that anything I could do...

                           WALT
               That's very kind of...as a matter-of 
               fact, one, I hate to bother you 
               with...

                           MAYOR
               ...not at all...

                           WALT
               ...we need the shooting permit for 
               Main Street...

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 12


                           MAYOR
               Whatever you need.  The City Council, 
               of course, has to pass on your...

                           WALT
               ...the city council...

                           MAYOR
               On your "permit," but that is less 
               than a formality.

                           WALT
               ...it is?

                           MAYOR
               I am the City Council.  We meet 
               Friday, and I...

                           WALT
               George, that is so kind of you.

                           MAYOR
               And, my wife wanted to, wanted me to 
               ask you, we'd like to welcome you, 
               we'd, she'd like to have you to dinner 
               at our home.
                    (beat)
               I don't mean to be...

     He hands an invitation to Walt.

                           WALT
               Are you kidding me?  We would be 
               delighted.

     Phone rings.  Walt motions to an aide, who writes in green 
     on a production board... "Tuesday 12th, dinner, Mayor."

                           MAYOR
               Well, I won't take more of your 
               time...

                           BILL
               Walt, it's Marty on the Coast...

                           MAYOR
               We'll see you Tuesday, then...

     Walt starts for the phone.

                           WALT
               It's one of the great, great pleasures 
               meeting you...

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 13


     Mayor leaves the office.

                           BILL
               It's Marty on the Coast.

                           WALT
               On the coast?  Of course he's on the 
               coast, where's he gonna be, the Hague?

     Walt goes to the phone.

                           WALT (CONT'D)
                    (into phone)
               What?  Marty?!  Hi.  We're...
                    (pause)
               The new town is cheaper than the 
               other town.  We're going to save a 
               for...because..because we don't have 
               to rebuild the Old Mill, they've got 
               an Old Mill...they've got a 
               firehouse...they...

     A production assistant comes in, installing a piece of 
     equipment.  She brushes past the drywipe board, where we see 
     she wipes out "Dinner with the Mayor."

                           WALT (CONT'D)
               Baby, baby, I want to save the money 
               just as much as you do...no, no it's 
               not coming out of my pocket.  It's 
               going into my pock...my...my and 
               your pock...yeah?  Okay.  A product 
               placement - tell me ab...he's going 
               through a tunnel.
                    (to Production 
                    Assistant)
               Whoa, whoa, whoa, you wiped out the 
               board.  DINNER WITH THE MAYOR, TUESDAY 
               NIGHT, write it in red.  That's all 
               we need, to miss Dinner with...

     First A.D. sticks his head into the room.

                           FIRST A.D.
               We can't shoot in the Old Mill.

                           WALT
                    (to phone)
               Wait a sec, Marty.  Call us back.  
               Two minutes.

     He hangs up.  Pause.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 14


                           FIRST A.D.
               We can't shoot in the Old Mill.

                           WALT
               I just saw the Mayor, he said anything 
               we want.

                           FIRST A.D.
               It burnt down.

                           BILL
               When did it burn down?

     First A.D. takes out a book, "The History of Waterford" and 
     reads.

                           FIRST A.D.
               Nineteen-sixty.  "Part of a spate of 
               suspicious fires, the Old Mill, 
               the..."

     He hands Polaroids of the burnt Old Mill around.  All look 
     at them.

     ANGLE IN

     Debris by some water.

                           WALT
               You told me they had on Old Mill 
               here...

                           FIRST A.D.
               "Suspicions of arson, these fires, 
               believed set by a disturbed teenager 
               were, in fact, the inspiration for 
               the formation of..."

     He puts the Polaroids down by the model of the Old Mill.

     BEAT

     Joe White, the WRITER, enters.

                           BILL
               But, does it have to be an Old Mill?

                           JOE
               Hi.

                           WALT
               Does it have to be an Old Mill?  
               Where have you been?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 15


                           JOE
               I was in New Hampshire.  I was at 
               the Old Location.

                           WALT
               We can't shoot the Old Mill.

                           JOE
                    (laughs)
               You know, they told me there were 
               gonna be some jokes.  Kid the New 
               Guy...

                           BILL
               The Mill burnt down.

     He shows the Polaroids -- they show the debris, and Bill 
     standing by them.

                           BILL (CONT'D)
               Wonderful scr...

                           JOE
                    (pause)
               Can't...can't you build the Old Mill?

                           WALT
               We're out of money.

                           JOE
               You built an Old Mill in New 
               Hampshire.

                           BI
               They're holding it for ransom.

                           JOE
               Uh -- why did we have to leave New 
               Hampshire?

                           PAUSE
               The phone rings.

                           WALT
               Halo?  Marty?
                    (to Joe)
               What would they have used instead of 
               an old mill?  We need it tonight.
                    (to phone)
               Marty?  Yeah you were saying?

                           JOE
               I can't write it.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 16


     PAUSE

                           JOE (CONT'D)
               I lost my typewriter.

                           WALT
               Grace: get Mr. White a typewriter.

                           JOE
               I can only write on a manual.

                           WALT
               I know the feeling.

                           JOE
               Well, you know, you know, that's a 
               lie, I, I...

                           WALT
               Grace...

                           JOE
               That's a real fault, I...

                           WALT
               Grace.  Get Mr. White a manual 
               typewriter.
                    (to Joe)
               It's not a lie, it's a gift for 
               fiction.  And somebody find me my 
               lucky pillow.

     He nods at Joe, who leaves the office.  Hold on Walt as he 
     looks at horse pictures.

                           WALT (CONT'D)
               How big is this horse?

                           BILL
                    (looking at the resume)
               Fifteen hands.

                           WALT
               What is that in fingers...?  Just 
               kidding, get me this horse.

                           BILL
               This horse is booked.

                           WALT
               Tell the guy, get me the horse, I'll 
               give him an associate producer credit.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 17


     ANGLE ON

     Joe, outside Walt's door, looking at his script and shaking 
     his head.

     ANGLE HIS POV

     INSERT THE SCRIPT

     We see for the first time that the name of the script is 
     "The Old Mill," by Joseph Turner White.

     We hear raucous laughter from Walt, et al, in the B.G.

11   INT. TAVERN INN LOBBY - DAY                                   11   

     Joe passes the First A.D. on the telephone, sees Bill.  The 
     P.A.'s are humping mounds of luggage.

                           FIRST A.D.
               Well, no, the labor with a first 
               child can sometimes be prolonged, as 
               much as...

                           BILL
                    (to P.A.)
               Find Walt's lucky pillow.

                           JOE
               What's an associate producer credit?

                           BILL
               It's what you give to your secretary 
               instead of a raise.

     Scott in an argument with an electrician.

                           ELECTRICIAN
               ...put a VHS and an air-conditioner 
               and a refrigerator in that room, 
               she's going to blow...

     A delivery man appears with an invoice and a crate.  Scott 
     checks the invoice against a list.

                           SCOTT
               This isn't Evian Water.

                           DELIVERY MAN
               It's water.

                           SCOTT
               I can't sign for it, I'm...

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 18


                           ELECTRICIAN
               ...she's going to blow.

                           SCOTT
               Well, you re-wire...

                           ELECTRICIAN
               I rewire it, I'm going to have to 
               tear out half the, look, what do 
               they need with fifty-four telephone 
               lines?

                           SCOTT
               Freddy, Freddy, I work for these 
               people, you...it is to be done, you 
               see that it's done...

     The GIRL P.A. arrives with a huge bouquet.

                           GIRL P.A.
               I found lilacs!

                           SCOTT
               Wonderful, that's...

     Joe the writer enters, goes up to the desk.

                           JOE
               Did they find...

     Scott's eyes turn toward the door.  Everyone's eyes turn 
     towards the door.

                           JOE (CONT'D)
                    (as he writes in his 
                    notebook)
               Did they find my typewriter...

     ANGLE POV

     Bob Barrenger, the star, screamingly fit, leather jacket, 
     jeans, carrying a gym bag.  He smiles, goes up to the desk.  
     As he goes up to the desk, teenagers, who have been waiting 
     in the lobby, crowd to him.

                           SCOTT
               I told you!!!  All of you get back!!!  
               Get back!!!  This man is a guest 
               here!

     The teenagers retreat.

                           BOB
               Hello, I'm...

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 19


                           SCOTT
               Oh, sir, I know who you are...

                           BOB
               Bob Barrenger, I'm with the mo...

                           SCOTT
               Sir, sir, we're so, we're...
                    (he hits the bell)
               Front!  Front!!  We are so, I've 
               seen, I know everybody says this, 
               but I've seen every every one of 
               your...
                    (to Electrician)
               Freddy, take Mr...

                           ELECTRICIAN
               ...I'm working.

                           SCOTT
               Your room is 414 through seventeen.  
               I'm Scott Larkin.  Anything you need, 
               this is my private...
                    (hands him a card)

                           BOB
               Glad to meet you, Scottie.  I'm just 
               here to do a job, just like the rest 
               of these...

     First A.D. walks through the lobby.

                           FIRST A.D.
                    (to Joe)
               Have you got the new pages on the 
               Old Mill?  Hey, Bob.

                           BOB
               Hey, Tommy.  Heard your wife's having 
               a baby.

                           FIRST A.D.
               That's right.

                           BOB
               You know who the father is?

                           FIRST A.D.
               They think it's your first wife.

                           BOB (CONT'D)
               That could be.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 20


     An old man, the BELLHOP, is sitting by the front door, eating 
     his lunch out of an old galvanized tin lunch bucket.  He 
     puts it down, and gets up and takes the bags.

     The lobby is filled with gawkers  CHUCKIE, a young boy holding 
     a bat and ball, comes over with an autograph pad.

                           FIRST A.D.
                    (to Scott)
               I'm going to give you a list of Mr.  
               Barrenger's dietary requirements.

                           CHUCKIE
               Mr. Barrenger, I...

                           SCOTT
               Not today, not today, Chuckie.  Mr.  
               Barrenger has just...

     Barrenger brushes him aside.

                           BOB
                    (to Chuckie)
               How do you spell that, son?  With an 
               I.E.?  Chuck?  What're your hobbies?

                           CHUCKIE
               Baseball.

                           BOB
               Baseball!  That's the national sport.  
               Gimme that!

     He takes Chuckie's ball and autographs it: "CHUCKIE!  From 
     your pal, Bob Barrenger."

                           BOB (CONT'D)
               Chuckie...

     CAMERA PANS off Bob as he talks to Chuckie, and onto Joe, 
     who is wandering around the lobby.  The First A.D. comes up 
     to Joe.

                           FIRST A.D.
               How you doin' with the Old Mill pages?

                           JOE
               I need my typewriter.  Did they find 
               my...?

12   INT. COFFEE CORNER - DAY                                      12   

     ANGLE INS.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 21


     PAN OFF "Trials of the Heart" theatrical poster.  Two old 
     codgers, Morris and Spud, and Jack sitting in the same window 
     booth chatting.  Phone rings.  Carla answers it.

                           CARLA
               Coffee Corner.

                           JACK
               Fellow gets a calf, it's forty below, 
               calf gets out, he hears that animal, 
               he's going to, get up, pull on his 
               jeans...

     The Mayor is taking a pack of Camels from Carla's father.

     ANGLE ON

     Carla, at the counter, reading "The Old Mill" surreptitiously.

                           MORRIS
               He's going to get that calf.

                           SPUD
               Mmm...

                           CARLA
                    (into phone)
               Thank you.
                    (hangs up, to her 
                    father who is behind 
                    the grill)
               Vanilla Frappe.  Two tuna B.L.T.'s...

                           JACK
               What's a Tuna B.L.T.?

                           CARLA
               Oh, Dad, didn't you read in People 
               Magazine...

                           ANN
               Well, I for one, am glad of a little 
               diversion and I'm glad they're here.

                           DOUG
               What I am saying, is, we have to 
               Look Out For Our Own... Now: they 
               want to close down Main Street.

                           JACK
               Y'wanna talk about Main Street, whyn't 
               cha fix the pothole?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 22


                           ANN
               Doug, it's, what did you...?  Three 
               days, three, four days.  We'll have 
               a record of our wonderful life.

                           DOUG
               Annie:  you stick to the Amateur 
               Theatricals.  This isn't quite the 
               same thing, you see?  This is Big 
               Business, in which, our Life
                    (to Mayor)
               s'no less a commodity than...than 
               our...

                           ANN
               Water or mineral deposits.

                           DOUG
               Waal, that's what I'm saying.

                           JACK
               Communist Country, he hears that 
               Calf it's two a.m., four feet of 
               snow, what does he say?  "That's the 
               State's Calf out there..."  He rolls 
               over.  "Wake me at Ten."

     Carla, who has been waiting for the order to be prepared, 
     takes it from her father, starts out the door.

                           CARLA
               I think that they're nice.

                           ANN
               I'm sure they are.

                           JACK
               That's the difference, Communism and 
               you know...

                           SPUD
               Communism's over.

                           JACK
               That's what they said about Warner 
               Brothers, 1985, but if you look at 
               their price-per-share...

                           CARLA
               Dad, I've got to go to Terry's house 
               to study tonight...

                           JACK
               I want you home by Nine.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 23


                           DOUG
               I want to tell you something, Ann: 
               you stay soft all your life, people 
               despise you; it awakens Avarice in 
               them, they take advantage of you, 
               and that's Human Nature.

     She gets up.

     She starts to exit the Coffee Corner.  Jack picks up a copy 
     of 'People' magazine.

     INSERT

     An article of Bob Barrenger.

     Carla has gone over it with a highlighter.  The article is 
     called "Bob Barrenger's Little Problem."

     ANGLE

     Interior Coffee Corner.

                           DOUG (CONT'D)
               We on for tomorrow night?

                           ANN
               After Drama Group.

                           DOUG
               Drama Group?  

                           ANN
               But after Play Practice, I'm yours.

                           DOUG
               Go you Huskies.

     He starts to exit and turns back.

                           DOUG (CONT'D)
               And I might have something important 
               to tell you...

                           ANN
               What is it, a surprise?

                           DOUG
               That's right.

     They exit.

                           MORRIS
               She coulda done better than him.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 24


                           SPUD
               It takes all kinds.

                           MORRIS
               Zat what it takes?  I always wondered 
               what it took...

     We hear the TRAFFIC LIGHT beeping from the street.

13   EXT. BOOKSHOP - DAY                                           13   

     Joe, pacing in front of the window.  Theatrical sign in the 
     window.  Sign in the window: "Out!  Will return at..." Ann 
     comes up to the door.  Starts opening it with a key.

                           JOE
               I, excuse me, the sign says you'll 
               be back at two.  It's quarter to 
               three...

     She looks up at the sign, changes the hand to read a quarter 
     to three.  She opens the door.  Goes inside.  He follows.

     Camera follows.

14   INT. BOOKSTORE - DAY                                          14   

     Old Bookstore and stationary store.  Several old typewriters 
     for sale.

                           JOE
                    (off the sign)
               You're doing a play...

                           ANN
               Local Drama Group.
                    (she answers the phone)
               Northern Books.  No, it hasn't come 
               in yet.  As soon as it does.  Yup, 
               you too, Marge.

     She hangs up.

                           JOE
               ...small town.  I suppose.  You have 
               to make your own fun.

                           ANN
               Everybody makes their own fun.
                    (she answers another 
                    phone call)
               F'you don't make it yourself, it 
               ain't fun, it's entertainment.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 25


     She picks up half-knitted sweater off computer.

                           ANN (CONT'D)
                    (to phone while 
                    knitting)
               Northern Books.
                    (to Joe)
               What can I do for you?

                           JOE
               I need a typewriter.

                           ANN
               We got 'em.
                    (to phone)
               North...No, Henry James was the 
               novelist, Frank James was the 
               criminal.
                    (to Joe, of the 
                    typewriter)
               Yep, you came to the right place.
                    (to the phone)
               Jessie James was the Brother.  Of 
               the novelist.  That's right.  That's 
               alright, Susie.  See you tomorrow, 
               Susie.

     He has picked up a typewriter, old, manual.

                           JOE
               I want to rent this one.

                           ANN
               Why don't you buy it, only forty 
               bucks.

                           JOE
               I have one, but they lost it.

                           ANN
               Who?

                           JOE
               The people in New Hampshire.

                           ANN
                    (shrugs)
               That's why they have state borders... 
               whyn't you get a replacement?

                           JOE
               Well, it had sentimental value.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 26


                           ANN
               You buy the typewriter, I'll get it 
               all spruced up, good as new.  Better 
               than new.  It has some history.

                           JOE
               Other one has history, too.  I wrote 
               my play on it.

                           ANN
               You wrote a play on it?  What play 
               is that?

                           JOE
               You haven't heard of it.

                           ANN
               What's it called?

                           JOE
               "Anguish."

     Little kids enter to get candy.  As Joe speaks, he takes off 
     his regular glasses and puts on his reading glasses and 
     inserts a piece of paper into the typewriter and types, 
     "Everyone makes their own fun -- if you don't make it 
     yourself, it's not fun, it's entertainment."

                           ANN
               "Anguish" by Joseph Turner White...?

     He looks up.

                           ANN (CONT'D)
               You're Joseph Turner White?

     He switches glasses to look at her.  A very OLD WOMAN comes 
     in, goes back to the coffee machine.

                           MAUDE
               Afternoon, Ann.

     Ann takes down a book from a shelf.

                           ANN
               Maude, this man wrote this play!

                           MAUDE
               That a fact.  Now, is it a good play?

                           ANN
               Yes, Maude, it is.  It is a very 
               good play.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 27


                           MAUDE
               Well, then, what's he doing here?

                           ANN
               What're you doing here?

                           JOE
               Writing the movie.

                           MAUDE
               You're writing a movie...

                           JOE
               Yes.

                           MAUDE
               What's it about?

                           JOE
               It's about the quest for purity.

15   INT. WALT'S ROOM - DAY                                        15   

     Walt, Bob Barrenger and the SCRIPT SUPERVISOR are savaging 
     the script.

                           BOB
               ...because he wouldn't say that: 
               Look:
                    (flips through the 
                    script, reads)
               "Sister, I've just come from a fire.  
               There's some things I want to think 
               out..." now, come one, come on... 
               "Leave me alone."  a gesture...?  
               Alright?

     Walt opens a case and extracts his lucky pillow which is 
     embroidered "Shoot first.  Ask questions afterward."

                           WALT
               What else?

                           BOB
               Page...three.  Now: "It's a nice 
               evening."
                    (beat)
               I'm not gonna say that..."It's a 
               nice..."

     Knock on the door.

                           WALT
               Come in.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 28


     Joe enters.

                           WALT (CONT'D)
               Hey, Joe...Good.  You know B...

                           JOE
               I grew up on your mov...

                           BOB
               Do you mind if we don't go through 
               the usual bullshit about how I loved 
               it?

     Knock on the door.  Carla enters with another brown bag.

                           BOB (CONT'D)
               I mean, okay, fine, but it's a motion 
               Picture.

                           WALT
               Thanks, honey, but next time, bring 
               two, save yourself a trip.

                           BOB
               The people came to see a motion 
               Picture.
                    (to Carla, who starts 
                    to leave)
               Hold on...

                           WALT
               He's saying, what are you saying, 
               Bobby?

                           BOB
               Tell it with...

                           WALT
               Tell it with pictures.

                           BOB
               Tell it with pictures.  What I'm 
               saying...

                           WALT
               We've got four days to...

     As Bob talks, he exchanges glances with Carla.

                           BOB
               You look at: girl comes in the room, 
               an apron, a brown bag, what is she...?  
               She's a...?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 29


                           WALT
               She's a...

                           BOB
               She's a waitress.

                           WALT
               What...

                           BOB
               What I...

                           WALT
               Hold on.  What Bob is saying, you 
               don't need...

                           BOB
               You don't need, "Hi, I've just come 
               from the restaurant."

                           WALT
                    (to Carla)
               You can go...

                           BOB
               Alright: Let's
                    (he takes out a list, 
                    Carla exits)
               Page five, the fucking horse dies.
                    (of Carla)
               You know, she could be in the movie, 
               she could, she's got a good face, 
               she could be the Doctor's...uh, why 
               does it have to be his, uh, wife...?  
               It could be his...

                           WALT
               Bob, Bob, stick to the business, 
               will you?

                           BOB
               No, you're absolutely...

                           WALT
               And you go start with that stuff in 
               this town...

                           BOB
               Everybody needs a hobby.  Okay, look 
               Page...

     Knock at door.  CLAIRE WELLESLEY enters, the FEMALE STAR.

     Very sexual.  Very serious.  Around thirty.  She looks in.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 30


                           WALT
                    (rising)
               Claire, when did you...

                           CLAIRE
               I just...

                           WALT
               Claire, Bob Bar...

                           BOB
               I saw Desert Sun, I wanna tell you...

                           CLAIRE
               No, I was, I was, I was just learning 
               on, it's a...

                           BOB
               How'd you like working with Richard 
               Hill?

                           CLAIRE
               I loved it, he...

                           BOB
               Isn't he...

                           CLAIRE
               It's...

                           WALT
               We're just talking about the...

                           CLAIRE
               Don't let me dis...I'll just...

                           WALT
               No, no...please...

                           BOB
               I'm looking at Page Five: "It's..."

                           JOE
               "It's a nice evening..."

                           WALT
               This is Joe White.

                           CLAIRE
               How can I thank you?  How can I repay 
               you for this part?  It's a... what 
               a, thank you for this part.  The 
               first scene at the Old Mill...

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 31


     Pause.

                           WALT
               Joe's been having some thoughts about 
               the Old Mill Scene, Claire.

     PAUSE

                           CLAIRE
               What, what's there to think about?
                    (pause)
               The scene's perfect...I, I get to 
               say...

                           WALT
               Yes, but, Joe, Joe's been, well, 
               he's just been having a few, uh, 
               "thoughts," about...

                           CLAIRE
               How many times in your life do you 
               get a speech like that?

                           WALT
               Yeah.

                           CLAIRE
               This scene is why I'm doing the movie. 
               "Look at the mill, Frank -- look at 
               the way it goes around...half of the 
               time the darned wheel's under water, 
               but..."

                           WALT
               Yes, yes, but...

                           CLAIRE
               "...but still it rises up.  It rises 
               up, Frank, high as it can go."

                           WALT
               Yeah.  Joe?  Would you, uh, tell 
               Claire the, uh, the "thoughts" you've 
               been...

     PAUSE

16   EXT. STATE AND MAIN - DAY                                     16   

     ANGLE ON

     Anne, who is putting up posters of the play.  She sighs and 
     walks forward, into Joe, who is waiting at the traffic light, 
     his bag on the ground beside him.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 32


                           ANN
                    (of typewriter)
               All ready to go?

     He nods.  Looks down at her posterior.

                           JOE
               So young, so unlined, so full of 
               promise.
                    (pause)
               So innocent.

                           ANN
               I beg your pardon?

     He extracts the book of his she had in her back pocket.  He 
     looks at his photo on the back cover.  They start to cross 
     the street.

                           JOE
               I quit.

                           ANN
               You quit.

                           JOE
               I quit the movie.

                           ANN
               Why did you quit?

                           JOE
               Actually, I'm not sure if I quit.  I 
               think that I got fired.  I'm such a 
               liar.  I never could tell the truth.

                           ANN
               Don't be so hard on yourself.

                           JOE
               I just got kicked off my first movie.

                           ANN
               Well.  Everybody has reversals.  If 
               you were never down how would you 
               know when you were up?

                           JOE
               That's good.  That's really good.  
               You have a gift for words.

                           ANN
               It's in your play.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 33


     She holds up "Anguish."

                           JOE
               You like my play.

                           ANN
               Yes.

                           JOE
               Why?

                           ANN
               It's about life.

                           JOE
               Could you tell me when's the next 
               train?

                           ANN
               N'about ten minutes.  What was your 
               movie about?

     They stop by the park bench.

                           ANN (CONT'D)
                    (off his pause)
               No, of course, you don't want to 
               talk about it.

                           JOE
                    (hands her the script)
               It's about a man who gets a second 
               chance.

     The cop, CAL, passes.

                           CAL
               Evening, Annie.

                           ANN
               Evening, Cal.
                    (to Joe)
               Would you tell me about it?

                           JOE
               I...

                           ANN
               No, of course, you want to get out 
               of town.

                           JOE
               It's...

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 34


     He starts to walk, she puts the typewriter down on the ground.  
     Joe hesitates.  He puts the script under the typewriter.  He 
     shakes his hand.

                           ANN
               It's okay...

     They walk on.

17   EXT. SPORTING GOODS STORE - DAY                               17   

     The OWNER is closing up.

                           OWNER
               Evening, Annie.  See you at rehearsal.

                           ANN
               You know your line?

                           OWNER
               "Rise, one need not bend the knee 
               before the throne of justice."

                           ANN
               Go you Huskies.

     He walks away.

                           JOE
                    (of the clothing on 
                    the rack)
               They leave it out all night?

     He tries on a jacket.  One sleeve is one foot shorter than 
     the other.

                           ANN
               Not worth stealing.  Only thing in 
               town worth something.  Stained glass 
               window.

     She gestures at the Firehouse.

                           JOE
               Ever wonder why the dalmation's the 
               symbol of the firehouse?

                           ANN
               First organized fire department was 
               on the border of Dalmatia and Sardinia 
               in the year 642.

                           JOE
               But why the dalmation?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 35


                           ANN
               It was either that, or a sardine.

     He nods, a BEAT.  He looks down at the jacket with one sleeve 
     too short.

                           ANN (CONT'D)
               You get what you pay for.

                           JOE
               That's true.  You grow up here?

                           ANN
               Central High, 'n' matinees, the Bijou 
               Theatre.

     They walk past the firehouse.  She gives the dog biscuit to 
     the firedog who runs out of the firehouse to her.

                           JOE
               Nice town.

     BEAT.  He gets a bit choked up.

                           ANN
               You want to talk about it?

     Joe shakes his head.  They walk off.

18   EXT. RAILROAD CROSSING - DAY                                  18   

                           JOE
               ...that...that he prayed for a second 
               chance.  But...do you see?

                           ANN
               Yes.

                           JOE
               That, he says, there are no second 
               chances...that he's been presented 
               what he prayed for...and: he's ruined 
               it.

                           ANN
               Yes...

                           JOE
               But, but but but...

                           ANN
               No, no, I see...

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 36


                           JOE
               That: in an act of...

                           ANN
               Yes...

                           JOE
               Of mercy...off...

                           ANN
               I understand...

                           JOE
               ...that...he sees that...

                           ANN
               As the Old Mill goes around...

                           JOE
               Of course, of course that's what I'm 
               saying.  As the Old Mill goes around, 
               he sees...

                           ANN
               Of course.

                           JOE
               ...that it has been vouchsafed to 
               him.

                           ANN
               That's that's that's that's beautiful.

                           JOE
               And you're the only one who'll ever 
               hear that speech.  Just you.

     BEAT.  They stop and look at each other.  BEAT.  A railroad 
     crossing bar comes down behind them, as we hear the DINGING 
     and realize we are at a railroad crossing.

                           ANN
               Well.  It was a pleasure meeting 
               you.

                           JOE
               And likewise.

                           ANN
               Goodbye.

                           JOE
               Goodbye.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 37


     PAUSE.  We see the train pass in the b.g.  We hear the train 
     whistling.  It's way off.

                           ANN
                    (pause)
               Next train in'nt for two hours.

     They walk on away from the station.  In the b.g. we see the 
     stationmaster.  He and Ann wave.  They walk past the shingle 
     for Doc Wilson.

                           ANN (CONT'D)
               So that the Old Mill, the Old Mill 
               represents...the wheel of fate is 
               that too...

                           JOE
               No, no.  Of course, that's exactly 
               what it represents.

                           ANN
               That whole...

     They walk on together and find themselves on a residential 
     street.

19   EXT. ANN'S HOUSE - DUSK                                       19   

     They are walking.  They stop in front of an old picket fence 
     with a porch swing.

                           JOE
               The, the, the, the sanctity of 
               everyday things...

                           ANN
               Everyday things...yes.

                           JOE
               For example, he's just come back 
               from a fire and he...um...
                    (he shakes his head)
               That's a fine house.  You look at 
               that, and you know, there's nice 
               people that live there.

                           ANN
               I live there.

                           JOE
               Really.  With the porch swing and 
               everything...

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 38


                           ANN
               Surest thing you know.

     PAUSE

                           JOE
               I don't mean to impose, but...do you 
               think we might...

                           ANN
               That's what the swing is there fore...

     They walk onto the porch and sit on the swing.

                           JOE
                    (to himself)
               ...that's what the swing is there 
               fore...that its purpose, isn't it...

                           ANN
               ...I always thought so...

     They swing back and forth.  The swing creaks.

                           JOE
               ...such a pleasant sound.

                           ANN
               Mmm.

                           JOE
               Cause, cause, it's...it's the simple 
               things that...

                           ANN
               Yes...

                           JOE
               ...that.

     Doug walks up.

                           DOUG
               Waal, there you are, and Have I Got 
               Some News for you...

                           ANN
               Doug, this is Joe White, and this 
               is, this, this is my fiance, Doug 
               Mac...

                           JOE
               Sa pleasure.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 39


                           DOUG
               Guess who is THIS CLOSE to a 
               nomination to State Senate...which 
               is this close to one stop from 
               Congress!

                           ANN
               ...who...?

                           JOE
               Well, I guess I'll...get down to the 
               station.  It was lovely meeting...

                           ANN
               Mister White is...

     Doug, as he takes Ann toward the door.

                           DOUG
               Nice meeting you...they were, let me 
               tell you, they were a bit coy at 
               first, I told them: Look: the people 
               are tired, they're going to vote 
               their pocketbook, yes, but...

     Joe walks off and exchanges glances with Ann, who lingers 
     behind.  She pushes the porch swing and exits.  As it swings, 
     Joe watches.

20   INT. TRAIN STATION - NIGHT                                    20   

     Joe enters with his bag.  He stands looking at the long poster 
     reading: "Waterford, Home of the Huskies - Division Champions - 
     1971, 1972, 1974, 1975, 1976."

     BEAT.  Joe is looking at the banner when the old stationmaster 
     enters.

                           JOE
               What happened in 1973?

     BEAT.  The stationmaster looks around, and leans in to Joe, 
     confidentially.

     The DOOR opens.  It is Walt.  The stationmaster retreats.

     Walt comes forward.

                           WALT
               Don't run off.  Don't run off, we 
               need you.  You know why?  You're why 
               we're here.  Your script is why we're 
               here...
                           (MORE)

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 40


                           WALT (CONT'D)
                    (of bag)
               Gimme that.  Big deal.  We fight a 
               little bit?  You show me a family 
               that doesn't.  But we got something 
               special.  What is it?  We're here to 
               make a movie.  Can't use the Old 
               Mill.  Well, that happens.  What you 
               got to do, you find the essence - 
               what was it, that brought us here.  
               It wasn't a building, Joe, it was an 
               idea.  It was an essence - what is 
               the essence of your story?  Joe?

     PAUSE

                           JOE
               It's about a man who gets a second 
               chance.

                           WALT
               Then, you write that.  And then this 
               is our second chance.  That's why 
               we're here.

     PAUSE

                           JOE
               I want to make a good film.

                           WALT
               I know you do.

                           JOE
               And maybe it will be a better movie 
               without the old mill, I...

                           WALT
               Hey, it's with the G-ds.  We don't 
               have the money, we have to write it 
               out.  The best or not.
                    (shrugs)
               And that's a lesson.  You get your 
               typewriter yet?

                           JOE
               Um, no.

     Walt picks up a cell phone, dials.  Lights of train go by 
     outside.  Stationmaster enters and calls the train.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 41


                           WALT
                    (into phone)
               Grace, get on the other phone.  Call 
               that girl: well, call her, and have 
               whatsername send up some nosh...what 
               do you like to drink...?

                           JOE
               I don't drink.

                           WALT
               Did my matzohs come?  Get some for 
               everybody.
                    (into phone)
               Thank you.
                    (hangs up)
               Lemme tell you about my first movie...

21   EXT. BOOKSTORE - DAY                                          21   

     The production assistant is stapling a casting notice for 
     "The Old Mill" half over the notice of the amateur theatricals 
     poster.  Doug shows up, looks in the window.

     Looks at poster, takes it down, looks around.

     ANGLE ON

     The park bench.  Ann, her feet up on the old typewriter, is 
     sitting, reading the script.  Doug comes up.

                           DOUG
               What, what what are you doing here?

                           ANN
               Yes, that's right.

                           DOUG
               Look at this.  Do you know what 
               they're offering?  Look at this.  
               They treat us like we're their 
               backyard.  Do you know what they're 
               offering for three days to close 
               down Main Street?

                           ANN
               What are they offering?

                           DOUG
               Ten thousand dollars.

                           ANN
               That's so beautiful...

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 42


                           DOUG
               I beg your pardon?

     Ann gestures at the script.

                           ANN
               "The mill grinds the grain, but the 
               grain is not destroyed.  Although it 
               is altered..."

                           DOUG
               Sure, but... ten thousand dollars.  
               Do you know what they... this movie 
               is budgeted at fifty million 
               dol...they're coming up here, offer 
               us a meal...

22   INT. MAYOR'S HOME - DAY                                       22   

     The Mayor's Wife comes into the room.  Her hands are full of 
     lists, giving instructions to a handyman.

                           SHERRY (MAYOR'S WIFE)
               The chairs go, the Lazyboy goes...

                           MAYOR
               ...not the Lazyboy...

     Cal, the policeman, enters, carrying an old spinning wheel.

                           CAL
               Hi, Sherry...

                           SHERRY
               ...put it in the living room.  And 
               we have thirteen at the table.

                           MAYOR
               ...we don't have thirteen at table...

                           SHERRY
               Bob Barrenger, Claire Wellesley, the 
               director...

                           MAYOR
               Waal, then, invite someone else, 
               then...

                           SHERRY
               I don't want to invite someone else 
               because this is the most exclusive...

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 43


                           MAYOR
               Waal, then, you know, you do whatever 
               would make you happy.  Sher.  This 
               is your party, and whatever...

     Doug enters.  Cal exits carrying a pinball machine.

                           CAL
               Hi Doug.

                           DOUG
               Cal.  I want a city council meeting.

                           MAYOR
               ...little woman has gone crazy about 
               our dinner party... City Council?  
               What's the trouble?

                           DOUG
               Main Street.

                           MAYOR
                    (sighs)
               Doug, the traffic light...

                           DOUG
               Fuck the traffic light.  I'm talking 
               about three percent of the adjusted 
               gross of a Major Motion Picture.

23   EXT. PARK - DAY                                               23   

     Joe walks up.  Ann is standing there.

                           JOE
               Hi.

                           ANN
                    (simultaneously)
               What are you doing?
                    (pause)
               I love your script.

                           JOE
                    (simultaneously)
               They decided, I decided to, to...you 
               love what?

                           ANN
               You're still here.

                           JOE
               I...I decided to give it another 
               ch...

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 44


                           ANN
               I love your script.

     PAUSE

                           JOE
               What?

                           POSTMAN
                    (as he delivers mail 
                    to Ann)
               Mornin', Annie...

                           ANN
               See you at rehearsal tonight?

                           POSTMAN
               "In the name of justice, sir, I bid 
               you pause; for she is our Queen..."

     Postman exits.

                           JOE
               In fact, in fact, in fact, I'm not 
               sure if I'm giving them a second 
               chance, or they're giving it to me.  
               That's the truth.  The truth's best, 
               don't you think?

                           ANN
               You'd know better'n me.

                           JOE
               How can you say that?

                           ANN
               It's in your script...it's about 
               getting a second chance.  Innit?  
               "You can go back..."

                           JOE
               I can?

                           ANN
               You bet your life.
                    (refers to script)
               "The mill wheel goes around...some 
               times it's even under water -- then 
               it rises up, as high as it can go..."

                           JOE
               But how do I...how do I do a film 
               called "The Old Mill" when I don't 
               have an old mill?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 45


                           ANN
               Well, first, you got to change the 
               title.

24   INT. PROD. OFFICE - DAY                                       24   

     Sign reads THREE DAYS till shoot.

     Walt is on the phone.  Covers the phone.  Crossed sticks on 
     the wall, Walt plays with a shuffleboard discus.  Girl P.A. 
     brings cup of coffee to Walt.  Her T-shirt reads: "DOES IT 
     HAVE TO BE AN OLD MILL?"

                           WALT
                    (to A.D.)
               No, he doesn't want to work out with 
               Waterford Huskies...Because he's Bob 
               Barrenger...Call up his girl in Aspen, 
               have 'em ship his weight...Yeah, 
               well, fine, he's not gonna do the 
               Pond scene unless he can work out.  
               Call up his girl in Aspen, and have 
               her ship the weights out...

     Walt hangs up the phone.  Secretary enters with folders that 
     she hands to Walt.

                           WALT (CONT'D)
               Who designed these costumes?  Who 
               designed these costumes?  It looks 
               like Edith Head puked and that puke 
               designed these costumes.  Get Madge.

                           SECRETARY
                    (to A.D.)
               Your wife is on the phone.

                           WALT
               I have no wife.

     A P.A. comes in with a big bakery box.  They open it to show 
     it is a huge loaf of bread, and on it is written, in bread, 
     "Waterford Welcomes The Old Mill."

                           WALT (CONT'D)
                    (calling out)
               We need a new name for the movie.  
               Where's the writer?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 46


                           UBERTO
                    (entering with 
                    storyboards)
               Wally, I got to takes out the window 
               from the dog.  I can't shoot 
               through...

     CAMERA MOVES on past the production board, where we see 
     "Dinner With Mayor" in red.  And the costume designer comes 
     up.

                           COSTUME DESIGNER
               ...Claire's got a problem.

                           UBERTO
               Wally, if I hafes a moment of your 
               time, look at these storyboards.  
               THIS SHOOT, I can't shoot this shot, 
               you want.

                           WALT
               Why?

                           UBERTO
               Because they gots a window with a 
               dogs in it.  You want me to "push 
               in."  Or can I lose the shot.

                           WALT
               No you can't lose the shot.  The 
               meaning of the film is in that shot.

                           UBERTO
               But, Wally, the window of the 
               firehut...

                           WALT
               I don't care.  Fix it.

     He goes into comfab with the costume designer.

                           WALT (CONT'D)
                    (of sketches)
               You show Claire these sketches?

                           COSTUME DESIGNER
               Yes.

                           WALT
               Did she throw up?

                           COSTUME DESIGNER
               That isn't very nice.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 47


                           WALT
               Oh, really, then why don't you sue 
               me in the World Court.  Did she like 
               the costumes?

                           COSTUME DESIGNER
               I can't tell.

                           WALT
               Why not?

                           COSTUME DESIGNER
               She won't stop crying...

                           WALT
                    (to an A.D.)
               Find out when Marty Rossen's arriving, 
               get him a bunch of Lilacs to send to 
               the broad.

                           FIRST A.D.
               Town's out of Lilacs.

                           WALT (CONT'D)
               You go in her room, take the Lilacs 
               from the water, dry them.  Go buy 
               some cellophane, wrap 'em up, and 
               get a card from Marty.
                    (to costume designer)
               What's her problem?

                           COSTUME DESIGNER
               She doesn't want to bare her breasts.

                           WALT
               She doesn't want to bare her 
               breasts...what, in the "nude scene?" 
               What are we paying her three mil 
               for?

                           COSTUME DESIGNER
               She's got "religion."

                           WALT
               Her religion bars her from fulfilling 
               her contr...

     CAMERA FOLLOWS Walt to the sound of crying.  We HEAR CRYING 
     from the next room.  Walt opens the door quietly.

                           WALT (CONT'D)
               Claire?...Claire?
                           (MORE)

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 48


                           WALT (CONT'D)
                    (to Uberto)
               Just figure out how to take the shot.  
               Claire...Claire?  It's Wally.
                    (pause)
               May I come in?

     BEAT.  He motions his entourage to stand back.

25   INT. PROD. OFFICE - WASH ROOM - CONTINUOUS                    25   

     He enters the room. CAMERA FOLLOWS.

                           WALT
                    (softly)
               What is it, Pal...?

     PAUSE.  Claire MUMBLES.

                           WALT (CONT'D)
               What...?

                           CLAIRE
               I can't do it, Walt.

                           WALT
               You can't do what?

                           CLAIRE
               It isn't right.  I can't...I...I 
               know I si...I, they, I don't know if 
               they told me it was in the con...

                           WALT
               Forget the contract.  Claire.  What 
               is it?

                           CLAIRE
               I don't want to take my shirt off in 
               that con...what are these things 
               that they're asking of me...?  
               Wha...wha... wha... I try to be good.  
               The only thing I care about is...

                           WALT
               I know that...

                           CLAIRE
               Is...is the MOVIE!

     As they talk, the A.D.'s come in and hand him sheets to 
     approve.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 49


                           WALT
               I know that, Claire.  I, we all 
               know...

                           CLAIRE
               Everybody, they, they, they treat me 
               like a...

                           WALT
               ...no, they don't.

                           CLAIRE
               ...they treat me like a child.  I, 
               I...to bare my body.

                           WALT
               Now, look.  Claire: Listen to me.
                    (he takes her hand in 
                    his)
               I want to tell you a story.

     The door to her room opens.  A P.A. brings in a bunch of 
     Lilacs, hands them to Walt.

                           WALT (CONT'D)
               Fuck flowers, we aren't talking about 
               flowers, we're talking about a human 
               being.

                           CLAIRE
               I...I...

                           WALT
               Who are these from?

                           PROD. ASST.
               Marty.

                           WALT
               Well that's very thoughtful of him.  
               Elanora Duse...

                           CLAIRE
               ...I can't do it, Wally...

                           WALT
               Listen to me.  Elanora Duse was 
               playing Hamlet in London in 1905, 
               and Royalty could not get a ticket.  
               She said, "I'm not doing the seven 
               shows a week I signed for."  She 
               said, "I cannot bare my soul seven 
               times a week.  I am an artist.
                           (MORE)

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 50


                           WALT (CONT'D)
               I'll do four shows a week."
                    (pause)
               The greatest actress of her time.  
               You know what her Producer said?

                           CLAIRE
                    (pause; softly)
               What?

                           WALT
               Nothing.  He held her and he wept.  
               Because he...

                           CLAIRE
               ...I...

                           WALT
               Because he understood.  That was her 
               life's blood on the stage.

     Claire nods, breaks into sobs.

                           WALT (CONT'D)
               ...I know...I know...

                           CLAIRE
                    (pause)
               ...and, and, and did she?  And she 
               did the seven shows?

                           WALT
               No, she didn't Claire.  But I think 
               you should do the scene.

     Secretary comes in with memos and Walt deals with them while 
     comforting Claire.

     BEAT.  She sobs.  She shakes her head.  She brings herself 
     under control.

                           CLAIRE
               Wally...

                           WALT
               I know, I know.

     He puts his arm around her, starts walking toward the door.

                           WALT (CONT'D)
               I know, it's the hardest thing in 
               the world.  And it seems everybody 
               wants...

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 51


                           CLAIRE
               Yes...

                           WALT
               ...wants a piece...

                           CLAIRE
               Yes...

                           WALT
               And you know what?

                           CLAIRE
               We, we have to give it.

                           WALT
                    (nods)
               ...and my heart goes out to you, 
               because I know...

26   INT. PROD. OFFICE - BACK ROOM - DAY                           26   

     He opens the door.  We HEAR the First A.D. and the Costume 
     Designer chatting outside the door as they walk out.

                           WALT
               That, that's your life's blood on 
               the st...

                           FIRST A.D.
               I don't know what she's bitching 
               about, she's flashed her tits in the 
               last five movies, she'd bare her 
               breasts to do voice over.

     CAMERA FOLLOWS the two out.  A tableau of the four of them.

     The First A.D. drinking coffee, sees he has been overheard.

     BEAT

     Claire starts soundlessly heaving, sobbing.  She goes "Oh!"  
     as if she has just been hit in the stomach, falls back into 
     the room, closes the door.  Sobbing sounds emanate.

                           FIRST A.D.
               I...

                           WALT
               Get Mitch Cohn on the phone in New 
               York, tell him she's breaking her 
               contract and we're very up...

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 52


                           FIRST A.D.
               I...

                           WALT (CONT'D)
               We're very upset with her.  Get 
               someone to double for her, her tits, 
               the tits scene.  Call L.A.  I want 
               to see some pictures of the women's 
               tits.  Of their tits.

                           FIRST A.D.
               I'm very sorry I...

                           WALT (CONT'D)
               You're very sorry, you passive 
               aggressive, son-of-a-bitch!  Can we 
               replace him?

                           BILL
               We start shooting in three days.

                           COSTUME DESIGNER
               You want to see the fireman's 
               costumes?  Cause I found this Moleskin 
               for the collar, it's not black, but 
               it looks black...  it's not brown, 
               but...

                           SECRETARY
               Marty Rossen's touched down.

27   EXT. PARK BENCH - DAY                                         27   

     Ann and Joe sit on a bench.  He is looking at her as she 
     finishes the script.  Tears in her eyes.  She closes the 
     cover.

                           JOE
                    (beat)
               What I need to say...

                           ANN
               Yes...

                           JOE
               About conflict...

                           ANN
               That's why you didn't want to take 
               the Mill out...you've...

                           JOE
               ...the, the, the symbol of the fire...

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 53


                           ANN
               The Firehouse...

                           JOE
               I...

                           ANN
               But but but but but it's better 
               without...

                           JOE
               How...?

                           ANN
               Wait wait wait wait wait he get's a 
               second chance, do you see?  And you 
               get a second chance!

                           JOE
               No, I don't...

                           ANN
                    (as she holds the 
                    script)
               He doesn't go back to the mill, he 
               gets a second chance to go back to 
               the firehouse...

     Joe takes off one pair of glasses and changes them for 
     another.

                           ANN (CONT'D)
               You don't need the Mill.  This is 
               what
                    (she gestures at the 
                    script)
               you see: this is what you are.  This 
               is what the script is saying...
                    (a person walks by)
               Hi, Emma, see you tonight?

     Emma waves and nods.

                           ANN (CONT'D)
               This is, look:
                    (to Emma)
               Go you Huskies.
                    (to Joe)
               ...what I see you saying, is: you 
               have the two elements, Fire and Water.  
               The Firehouse, and the Old Mill...do 
               you know, you could...

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 54


                           JOE
               What are you doing tonight?

                           ANN
               Me?

                           JOE
               Yes.

     Joe and Ann walk down the street.  As they do so they are 
     passed by the airport van.

                           ANN
               Tonight, tonight, I...I have play 
               practice...

                           JOE
               ...oh...oh.  Well.  That's very 
               important.

28   EXT. HOTEL STEPS - DAY                                        28   

     Walt and the A.D. come down the steps to meet the arriving 
     airport van.  It stops.  MARTY ROSSEN gets out.  Walt hands 
     his bags to a P.A.

                           WALT
               Marteleh, vos macht a yid...?

     He hands Marty the breadloaf.  Marty takes a bite.

                           MARTY
               You cool the broad out?

                           WALT
               I left that for you.

                           MARTY
               That's thoughtful.
                    (of the bread)
               Ziz good, you try this?

     As they speak, a P.A. is unloading Marty's high-end luggage 
     from the van.

                           WALT
               Oh yeah, I'm really gonna eat 
               carbohydrates.

                           MARTY
                    (of the town)
               What'd you do, build this...?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 55


                           WALT
               How was your flight?

                           MARTY
               We're flying over pigs, we're flying 
               over sheep...

                           WALT
               Did you bring Bob's weights

                           MARTY
               They're coming Fed Ex.

                           WALT
                    (of the bags)
               What's in all the bags?

                           MARTY
               My undies, cause, you can't get this 
               picture off on time I'm gonna wet 
               myself.

                           WALT
               I'm gonna bring it off.

                           MARTY
               55 days and I take home the camera.  
               I got an idea for a product 
               placement...

     They start up the stairs when Doc Wilson walks by.  Girl on 
     a scooter scooting the other way, her arm in a cast.  Marty 
     and Walt turn back to watch on the steps, under the awning.

     Carla walks through carrying food bags.

                           DOC WILSON
               Hiya Sally...

                           GIRL ON A SCOOTER
               Hiya Doc...

                           DOC WILSON
               How's the arm?

                           GIRL ON A SCOOTER
               Still itchin'.

                           DOC WILSON (CONT'D)
               Good!  A sign it's getting well.

                           MARTY
                    (of scene)
               Stop...

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 56


                           WALT
               That's what I said.

                           MARTY
               How are you getting on with these 
               fine people?

                           WALT
               Like dykes and dogs.

29   INT. BOB'S ROOM - DAY                                         29   

     Bob is doing Tai Chi.  Knock on the door.  He goes to open 
     it.  Carla is bringing him his dinner.

                           BOB
               Yeah.  Come in.

     She comes in.

                           BOB (CONT'D)
               I'm just...

     She puts his dinner down on the coffee table.  He takes out 
     money from his pants to pay her.

                           CARLA
               The prices are going up.

                           BOB
               But, that's the way of the world, 
               huh?  Everybody's gotta eat.  Way of 
               the world.

     He sits before his dinner, hands her some money.  Remembers 
     himself.

                           BOB (CONT'D)
               Well, I'm pretty impolite.  Would 
               you like some?

                           CARLA
               I don't eat vegetables.

                           BOB
               Well, I can offer you something to 
               drink?

                           CARLA
               Sure, what have you got?

                           BOB
               What do you drink?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 57


                           CARLA
               Bourbon and milk.

                           BOB
               How old are you?

     Carla WHISPERS her age to him.  He makes her a drink out of 
     his fridge, hands it to her.

                           BOB (CONT'D)
               Then I hope you wouldn't tell anyone 
               I gave you this.

                           CARLA
               I wouldn't tell anyone anything that 
               happened between me and somebody who 
               was my friend.

     PAUSE

                           BOB
               Nice town that you've got here.

                           CARLA
               You want to see it better, we could 
               go out on the roof.

                           BOB
               ...wouldn't that be dangerous?

                           CARLA
               ...not if you've got something to 
               hold on to.

30   EXT. MAIN STREET - DUSK                                       30   

     Joe is walking down the street.  A script in his hand, 
     scribbling.  Uberto walks next to him.

                           UBERTO
               Because if you cannot tells me what 
               is it, how I, how does I take a 
               pictures of it?  Wally wants me, 
               push in through the weendow...

     Joe, as he is scribbling in the script.

                           JOE
               Yeah, no, can I...if you'd excuse 
               me, I've just got to...

     He walks away and the CAMERA takes him into a backyard, by a 
     bunch of clotheslines.  His glasses fall apart as he changes 
     them.  He looks up as the wind blows the sheet.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 58


     He sees Ann, sitting on the backstairs of what, as we draw

     closer, we see is the playhouse.  In back of her we see the 
     "Trials of the Heart" flats, seen from the back.

     ANGLE JOE'S POV

                           ANN
               Hello.

                           JOE
               I thought you had Play Practice.

                           ANN
               Don't look good for "Trial of the 
               Heart."

                           JOE
               Well, then, it don't look good for 
               the Huskies...

                           ANN
               That's for sure.

     They walk down the street.  As they walk down the street, 
     the dog comes over and Annie throws him his bone over her 
     shoulder.

                           JOE
               What happened?

                           ANN
               Cast stood me up.

                           JOE
               Uh huh.

                           ANN
               They're all preparing for the 
               auditions - your movie.

     He gets an idea, and trades glasses, one pair for the other.

     He kneels.

                           ANN (CONT'D)
               "Rise, one need not bend the knee 
               before the throne of justice."

                           JOE
               What?

                           ANN
               What are you doing down there?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 59


                           JOE
               My glasses fell apart.  I lost the...

                           ANN
               ...lost the screw...

                           JOE
               You got a paperclip?

     A little kid is walking by, carrying a fishing rod.

                           LITTLE KID
               Evening, Annie.

                           ANN
               Evenin', sweetheart.

                           LITTLE KID
               Go you Huskies.

                           ANN
               You said it.

                           JOE
               You like kids?

                           ANN
               Never saw the point of 'em.

                           JOE
               Me, too.  You have a paperclip?

                           ANN
               Paperclip?

                           JOE
               Fix my glasses.

                           ANN
               Better idea.

     She ducks under the sheet hanging by the door, she and Joe 
     come upon the fishergirl, who is standing by the bank about 
     to make a cast.

     We see Annie take some leader from the little girl and burn 
     one end to make a hinge.

                           JOE
               Gonna be good as new.

                           ANN
               Better'n new, cause it's got a story.  
               Want to do the other part?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 60


     Joe takes the hinge, and a match and tries to fix the hinge, 
     and burns his finger.

                           JOE
               Ow.

     He grabs for the nearest object.  PAUSE.

                           ANN
               What?

     Joe shows her.

                           ANN (CONT'D)
               Y'know what you got there?  You got 
               a fishhook in your finger.

31   EXT. BOOKSTORE - DUSK                                         31   

     Doug standing, holding a bunch of flowers.  The A.D. walks 
     by.  Looks in the window.

                           FIRST A.D.
               I'm looking for the writer.

                           DOUG
               What the hell are you so down about?

                           FIRST A.D.
                    (pause)
               My wife's going to have a baby.

                           DOUG
               How about that.

                           FIRST A.D.
               Mmmm.

                           (PAUSE)
               You have children?

                           DOUG
               No.
                    (pause)
               No, but we're planning to.

                           FIRST A.D.
                    (pause)
               Could you tell me where a fellow 
               goes to get a drink in this town?

                           DOUG
               Yes.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 61


32   INT. WALT'S HOTEL ROOM - NIGHT                                32   

     Marty and Walt et al studying various documents.  Claire 
     sitting there.

                           MARTY
               I want to tell you something, Wally, 
               he's a pussycat.  My thing is to see 
               everybody does what they said they 
               would and I have to do that.  Now: 
               what is this you want Eight hundred 
               Thousand Dollars to do what you're 
               being paid to, you already signed 
               you'd do...?
                    (pause)
               What is that?

                           CLAIRE
               I think I should talk to my agent, 
               Marty, you and I should, we should 
               really not discuss...

                           MARTY
               Who is her agent?

                           BILL
               Mitch Cohn...

                           CLAIRE
               He's...

                           MARTY
               Get him on the phone.

                           CLAIRE
               He's on the Island, he'll be back 
               on...

                           MARTY
               Get him on the...

     Claire starts back to her room.

                           MARTY (CONT'D)
               I want you to hear this.

                           CLAIRE
               I really think that business...matters 
               should be discussed between you t...

                           MARTY
               Well, I'm going to discuss 'em between 
               you, babe, cause it's your idea, and
                           (MORE)

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 62


                           MARTY (CONT'D)
               you think you're going to sign to do 
               a, then hold us up in the wilds 
               sweetheart, you are in error...

     Bill hands him the phone.

                           BILL
               He's on the ph...

                           MARTY
                    (takes phone)
               Mitch, th'Marty Rossen, I'm here 
               in...

                           BILL
               Wat...

                           MARTY
               I'm somewhere in the, I'm on location 
               eh: This...well I'm going to solve 
               it here, or this Bimbo you sent me's 
               going to be doing a fuckin' donkey 
               act in Akron, I'm talking about 
               Restraint of Trade, Breach of...IT'S 
               VERY SIMPLE...!

     Joe enters.  His finger BANDAGED.

                           JOE
                    (tentatively)
               Hi!

                           MARTY
               Her tits!  Her tits!  How, that she 
               signed IN HER CONTRACT, we hired her 
               'cause of ten years at the Actors 
               Studio?  The way she played Medea?  
               Her last two pictures laid there on 
               the screen like my first wife...

                           CLAIRE
                    (starts to cry)
               You have no right to...

                           MARTY
               Cool it babe, you started this...

                           JOE
               What's the...

                           WALT
               Where have you been?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 63


                           MARTY
                    (on phone)
               You tell me: you tell me now, I've 
               got to shoot on Wednesday and I will 
               not pay your Blood Money and P.S., 
               pal, I put the word out on the street 
               and Betty Boop can look for work in 
               squigglevision.

     Claire starts to get up.

                           MARTY (CONT'D)
               Siddown!

                           JOE
               I really don't think you should be 
               talking this way to a lady.

                           MARTY
               ...would you excuse me, please...

                           CLAIRE
               You can't treat me like this.  I'm 
               not a child!

                           JOE
               She's absolutely r...

                           CLAIRE
               I'm not a child.  I have feelings...  
               Don't you...don't, don't...don't...

     Claire exits, crying.

                           MARTY
                    (his suitcase next to 
                    him - into phone)
               Well, you call him, and call me back, 
               but this is it, pal.  You fuck with 
               me, and I'm going to tear out your 
               heart and piss on your lungs through 
               the hole in your chest.  And the 
               best to Marion...
                    (beat; hangs up; to 
                    Joe)
               Where have you been?

                           JOE
               I...

                           MARTY
               He says they're looking for you all 
               day, you're on salary, he needs pages,
                           (MORE)

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 64


                           MARTY (CONT'D)
               what are you, you been 'haying?' 
               Now:

                           WALT
               Marty...

                           MARTY
               Later for that, Walt, let's get this: 
               we need the "pages" for the new "Old 
               Mill"... alright?  We need a new 
               title, we need a...

                           BILL
               Rewrites that Bob Barrenger 
               requested... the "dead horse scene," 
               the...

                           MARTY
               Whatever it is.  Go do it.  How you 
               doing on the permit?

                           WALT
               It's just a formality.

                           MARTY
               That's why I want it.
                    (to Joe)
               Type it up and get it back to me 
               in...

                           JOE
               I can't.

                           WALT
               Why?

                           MARTY
               You can't write it?

                           JOE
               I can write it.  I can't type it.

                           WALT
               Why?

                           JOE
               I hurt my fingers.

                           WALT
               Get a typist.  Get'im a typist.  Get 
               outta here.

     Joe exits.  They turn to survey the board.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 65


                           MARTY
               Eight-hundred grand to show her 
               tits...

                           WALT
               Pay her.

                           MARTY
               I don't got the money.

                           WALT
               Find the money.

                           MARTY
               I got a company...give us a million 
               dollars, put their product in the 
               film.

                           WALT
                    (looking at a paper 
                    Marty hands him)
               No no no no no no no no find me the 
               money...

33   INT. JOE'S ROOM - NIGHT                                       33   

     Joe takes out paper, looks around.  Sighs.  Picks up phone, 
     calls back.

                           JOE
                    (into phone)
               This is Joe White... in six ten, 
               they're sending up a typist?

     He takes out a sheet of foolscap and a pencil.  Starts to 
     write.  A knock at the door.

                           JOE (CONT'D)
                    (into phone)
               Okay, I thank you.  It's here.

     He hangs up the phone, goes to the door, opens it.  It is 
     Claire.

                           CLAIRE
               You said, "You can't talk that way 
               to a lady..."  You stood up for me.
                    (beat)
               What do you have to drink?

     She looks around, sees a gift basket containing a bottle of 
     Stolichnaya and a box of matzoh, wrapped with a "Welcome 
     Back" ribbon.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 66


                           CLAIRE (CONT'D)
               Matzoh!  Are you Jewish?

                           JOE
               I, actually, yes.

                           CLAIRE
               I love Jewish men.

                           JOE
               Why?

                           CLAIRE
               You know...where's your bathroom?

     She goes into the bathroom.

                           JOE
               You liked the script, huh...?

34   EXT. MAIN STREET - NIGHT                                      34   

     Ann Black sitting on the park bench, holding the lure.

                           DOUG
                    (still carrying bouquet 
                    of flowers)
               Where have you been?

     He gives her the bouquet.

                           ANN
               Hi!

                           DOUG
               We had a date.

                           ANN
               We did...?

                           DOUG
               Where have you been?

                           ANN
               I've been thinking.

                           DOUG
               Where have you been, we had a date 
               for three...where have you been...?

                           ANN
               I have to tell you something...

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 67


                           DOUG
               Well, I know, because they told me 
               you were with that writer from the, 
               you see, this is what I mean, the 
               whole town has been warped by the, 
               by the, by the presence of the movie 
               company, they holler, and we jump, 
               you have a date, they call, you're 
               doing business nine o'clock at night.  
               It isn't...

                           ANN
               I wasn't doing business...

                           DOUG
               Oh.  What were you doing, then, that's 
               so important that you shouldn't call 
               your fian...

                           ANN
               It's all over between us, Doug, I'm 
               sorry, but that's the truth.  I've 
               found someone else, and, it's very 
               serious and it's the end.  I'm sorry.
                    (pause)
               It isn't you, j...

                           DOUG
               Wai...It's so serious you couldn't 
               call to tell me you'd be...what...?  
               What did you say...?

                           ANN
               It's all over between us.
                    (pause)
               I've found someone else.

                           DOUG
                    (pause)
               Let me review here: You're...what 
               are you...you've...it's all over 
               between us?

                           ANN
               I'm sorry.

                           DOUG
               Who is this person that you've found?

                           ANN
                    (pause)
               He works on the movie.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 68


                           DOUG
               No.  Don't tell me that.

                           ANN
               I'm sorry.

                           DOUG
               Why, you whore!

     Doug starts to cry.  First A.D. shows up.

                           FIRST A.D.
               Can you type?

                           ANN
               Never admit you can type.

                           FIRST A.D.
               If you can type, they need you over 
               at the hotel.

35   INT. JOE'S ROOM - NIGHT                                       35   

     Joe is standing by the side of the bed, holding Claire's 
     clothes, trying to induce her to put them on.  She is sitting 
     on the side of the bed, naked.

                           JOE
               Look.

                           CLAIRE
               I feel so close to you...

                           JOE
               Look, look, I like you very much...

                           CLAIRE
               I like you, too.

                           JOE
               But not that way...

                           CLAIRE
               But we...

                           JOE
               Look, look there's someone else...

     Sound of a KNOCK at the door.

                           JOE (CONT'D)
               Great.  Who is it?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 69


                           ANN (O.S.)
               "Room Service!"

                           JOE
                    (to Claire)
               Would you go in...

     He gestures to the bathroom, he hands her her clothes.

                           JOE (CONT'D)
               Would you put on your cl...
                    (to door)
               Just leave it outside

                           ANN
               You have to sign for it.

36   INT. HALL - NIGHT                                             36   

     Ann hurriedly arranging the flowers in the "platen" of the 
     typewriter.  From inside the room we hear Joe's voice:

     "Alright, one moment!"  He opens the door.

                           ANN
               I'm gonna be your typist for this 
               evening.

                           JOE
               Oh, G-d...

                           ANN
               And here's some hydrogen peroxide...

                           JOE
               I don't drink.

                           ANN
               It's for your finger.

                           JOE
               One moment.

     He closes the door.

37   INT. JOE'S ROOM - CONTINUOUS                                  37   

     Claire is still sitting on the bed, has a lit cigarette.

     Poured herself a drink.  Joe goes over to her, thrusts her 
     clothes on the floor.

                           JOE
               You have to hide.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 70


                           CLAIRE
               Who is that?

                           JOE
               That's my...

                           CLAIRE
               Oh.

                           JOE
               Will you help me out...?

                           CLAIRE
               I...

     Joe hustles back to the door.  Opens the door.  Ann is still 
     standing there with the typewriter.

                           JOE
               Hi.

                           ANN
               You going to ask me in?

     Joe looks back over his shoulder.

                           ANN (CONT'D)
               Thought you might like this.

     She hands him a bouquet.

                           JOE
                    (takes flowers)
               Thank you.

                           ANN
               Read the card.

                           JOE
                    (reading card)
               "To the love of my life, Love, Doug."

                           ANN
               The other side.

                           JOE
               Oh.

     He turns the card over.

                           ANN
               Don't you think you should put them 
               in water.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 71


                           JOE
               Why?

                           ANN
               ...because if you don't, they die.

     She goes into the bathroom, fills up the vase.  Comes out.

                           ANN (CONT'D)
               Shouldn't we start?

     PAUSE

                           JOE
               Start?  This isn't a good time.

                           ANN
               Oh.  That's alright.  Then I'll come 
               back at a better time.  What would 
               be a better time.

                           JOE
               Later on.

                           ANN
               Then I'll come back, then.

                           JOE
               You, um, you, um, you going out with 
               your fiance?

                           ANN
               No, I just broke up with him.  I'll 
               see you tomorrow.

     She starts to exit.

38   INT. TAVERN INN HALLWAY - NIGHT                               38   

     Ann digs in pocket, takes out the lure we previously saw in 
     Joe's finger.  She re-enters the room.

                           ANN
               It occurred to me, you'd wanna have 
               this: sort of a memento of our...

     ANGLE ON ROOM

     Claire is standing there, basically naked.  PAUSE.

                           CLAIRE
               Hi.  I hope I'm not disturbing...

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 72


                           JOE
               She came in here, wait, she...I was 
               giving her a massage...wait...wait!  
               She came in here...she...
                    (to Claire)
               ...with respect...she took off her 
               clothes, and she got in bed, I told 
               her I could not -- we don't know 
               each other, you see...

                           CLAIRE
               We had a script conference.

                           JOE
               I told her thank you very much, but 
               it was inconvenient because, uh, 
               because...

                           ANN
               You can do it.

                           JOE
               Because I'd met someone else.

                           ANN
                    (very simply)
               Oh, okay.

                           JOE
               You believe that?

                           ANN
               I do if you do.

     PAUSE

                           JOE
               But it's absurd.

                           ANN
               So is our electoral process.  But we 
               still vote.

                           JOE
               Do you truly believe the electoral 
               process is absurd?

                           ANN
               I used to go out with a politician.

                           JOE
               You used to go out with him, you 
               broke up with him?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 73


                           ANN
               Sure did.

                           JOE
               Why?

                           ANN
               Time for a change.  Keep your margins 
               straight.

                           JOE
               Yes.

                           ANN
               Go you Huskies!

39   INT. HALL - NIGHT                                             39   

     Ann puts down the typewriter and types into it, "The truth 
     may not always set you free, but it is always the truth - 
     Joseph Turner White, 'Anguish.'"  She affixes the lure to it 
     and leaves them on the typewriter.  She starts down the hall, 
     humming.  Behind her we see the door to Bob Barrenger's room 
     open.  Bob comes out, looks down the hall.  The coast is 
     clear.  Carla comes out.  They kiss chastely, say goodnight.

     She starts down the hall, humming.

40   EXT. MAYOR'S PORCH - DAY                                      40   

     The postman walk sup.  We see two workmen putting up a sign 
     over the door '1835.'  One has a copy of "The Hollywood 
     Reporter" in his back pocket.

                           MAYOR
               And don't you worry about that 
               permit...

                           MARTY
               Why, that's right fine...

                           POSTMAN
               Mornin' George.

                           MAYOR
               Hey, Chunky.
                    (to Marty)
               Well, we're glad to have you here.  
               My wife, Sherry, SHER, YOUR BROTHER'S 
               HERE.
                    (to Marty)
               We're having a party, matofact, 
               Tuesday night, for Walt and Bob 
               Barrenger...

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 74


                           MARTY
               Mmm....

                           MAYOR
               Havin' 'em over, home-cooked meal, 
               if you'd...

                           MARTY
               Well, I'd be awfully...

     A paint truck pulls up outside the Mayor's house.  Painters 
     come out.  Sherry comes outside the house.

                           SHERRY
               Where the hell have you been?  It's...

                           MAYOR
               Sherry, this...

                           POSTMAN
                    (come back out of 
                    house with cup of 
                    coffee)
               Mornin' Sherry.

                           SHERRY
               It's a quarter after nine, I've been 
               on the phone to...

                           PAINTER
               Morning, Mrs. Baily, Mista Bailey...

     He and his assistant go into the house with wallpaper.

                           SHERRY
               I've got two days to get this house...

                           MAYOR
               Dear, this is Mr. Rossen, he is the 
               producer.

                           SHERRY
               I am so glad to meet you.  We are so 
               glad to have you here, and welcome 
               you to our...I, you know, they had 
               c... I'm, yearly I redecorate our, 
               to restore it to the, 1835...

                           MARTY
               What is that?

                           SHERRY
               The house, the 1835.
                           (MORE)

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 75


                           SHERRY (CONT'D)
               The original kitchen, of course, 
               burned in 1960, as part of a spate 
               of fires...

                           MARTY
               It's lovely.

                           SHERRY
               A spate of suspicious fires which 
               were in fact the inspiration for the 
               formation of the Waterford Huskies.

                           MARTY
               My oh my.

                           SHERRY
               I'm...Tuesday evening we're having 
               an informal dinner, I didn't know 
               you'd be 'on set,' but if you'd like 
               to join your...

     Doug comes up the walk, a bit rabid.

                           DOUG
               I have to talk to you.

                           MAYOR
               Doug, this is Mr...

                           SHERRY
               Oh, how thoughtless of me.  Would 
               you like a cup of tea...

     Sherry disappears into the house.

                           MAYOR
               ...he's the producer of the movie.

                           DOUG
                    (to Marty)
               I want you to hear this, pal...
                    (consults notebook)
               Forget the overages, forget Ten 
               Thousand Dollars, for three days to 
               two weeks.  You know what it would 
               cost for them to build this set?
                    (pause)
               Two Million Dollars!  Now:

                           MAYOR
               Doug...

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 76


                           DOUG
               Now:  The Waterford Merchant's 
               Association, of who I am Council...

     In the B.G. we see Sherry and the painter.

                           SHERRY
               Don't tell me you're out of Wallpaper.

                           PAINTER
               I told you, we could have it by 
               Wednesday...

                           SHERRY
               Wednesday, don't tell me Wednesday, 
               the biggest grossing box office star 
               in the world is coming for dinner 
               Tuesday...

                           PAINTER
               Waal, if you ordered something 
               common...

                           SHERRY
               Something common?  I'm going to give 
               you something common.  I'm going to 
               give you an injunction, is what 
               I...Mister Mayor.

                           DOUG
               Huh.  Well, the Waterford Merchant's 
               Association demands, through me as 
               their council, five percent of the 
               profits of the movie, as figured by 
               and...
                    (checks his notebook)
               geared to the most favorable 
               definition of profits of either A) 
               the Producer...

     From INSIDE THE HOUSE, we hear the Mayor's wife screaming.

     Mayor runs inside, Doug and Marty follow.

                           DOUG (CONT'D)
               Why, you little sheeny...

41   INT. COFFEE CORNER - DAY                                      41   

     Geezers are at the front table in the window.  Carla's father, 
     JACK, behind the counter trying to assemble an espresso 
     machine, reading from the instructions.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 77


                           MORRIS
               "Assembly of Death" did 95 million 
               dollars the first weekend.

                           SPUD
               Yeaup, but those grosses are inflated.

                           MORRIS
               You think so?

                           SPUD
               Waal, what was the per-screen 
               average...?

     Joe enters and exchanges greetings with the locals.  He 
     changes his glasses and takes out a notebook.  He is shaking 
     his head as he does so...

                           JOE
               Cuppa coffee, and a...

                           JACK
               With you inna moment.  I'm a little 
               short-handed.

                           MORRIS
               Where's Carla?

     Ann enters.

                           SPUD
               Hiya, Annie...

     A crowd has gathered around the table as he tells the story.

                           MORRIS
               Annie, sorry I ain't been to a meetin' 
               of the Drama Club...

     Ann shows a sniped "canceled" poster of her play.

                           MORRIS (CONT'D)
               Oh, good...

     He resumes talking to his companion.

                           ANN
               Good morning to you...whatsa matter?

                           JOE
               I can't get it to come out right.

                           ANN
               What's the scene...

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 78


                           JOE
               It used to be the Old Mill.

                           ANN
               What've you got?

                           JOE
               They meet on Main Street.  Her horse 
               has just died.  He's coming from the 
               fire.

     He shuffles through his pages, he goes in his pocket for a 
     note, he brings out the old lure.  He smiles at her, she 
     smiles back.

                           JACK (O.S.)
               Annie, you want something to eat?

                           ANN
               What's the scene about...?

                           JOE
               It's good to see you, too...

                           JACK
               Annie?

                           ANN
               What about...what about...it's so 
               presumptuous of me, to be, to be 
               telling you how to wr...

                           JOE
               Please...

                           ANN
               How about, he sees her on the street, 
               he wipes the soot from his eyes.  He 
               goes up to her.  "What happened to 
               the horse?"  She looks at him.  She 
               takes his hand...

     She takes Joe's hand, and he winces.

                           JOE
               Ah, ah, ah...

                           ANN
               I hurt you?

                           MORRIS
               What happened to his finger?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 79


                           ANN
               It was burnt.

                           MORRIS
               Mmm.

                           ANN
               And then it was really hurt.

                           JOE
               Ah, ah, ah.  That's what she says, 
               that's what she says.  He says, 
               "Sister, I've come from a fire..."  
               But she, but she, she says it was 
               not the fire which hurt you...it...

                           MORRIS
               ...how was it hurt?

                           ANN
               ...he stuck a fishhook in it.
                    (Morris nods)

                           JOE
               She realizes -- it was not the fire 
               which hurt him...that the true hurt 
               was her.  Was her...

                           ANN
               ...yes.

                           JOE
               ...her unbridled sexuality.  That 
               he...

                           ANN
               ...yes.

                           JOE
               Has been wounded by her heat...by 
               her infidelities...

                           JACK
               Anybody here seen Carla?

                           JOE
               Because, because, because if it's 
               about purity, it's...it's...and then, 
               then, you don't need the nude scene.

                           ANN
               Because it's about purity...

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 80


                           JOE
               That's...that's exactly what it's 
               about.  Take...

                           ANN
               That's right...

                           JOE
               ...take any two people...

                           JACK
               ...anybody seen my daughter...?

                           JOE
               ...take you and me...

     He runs out.

42   INT. WALT'S OFFICE - DAY                                      42   

     Uberto looking at storyboards and spinning the discuss and 
     shaking his head.

     Walt on the phone.  First A.D. shows up.

                           WALT
                    (on phone)
               ...the finest people you could ever 
               hope to work with...
                    (to First A.D.)
               You have the new Old Mill pages?

                           FIRST A.D.
               I can't find the writer.

                           WALT
                    (on phone)
               ...totally false...totally false.  
               He is the, I would say the most 
               responsible human being I have ever...

                           FIRST A.D.
               I have to talk to you.  My wife...

                           WALT
               Not now.

                           FIRST A.D.
               My wife is going to have a baby, 
               and...

                           WALT
               Oh, that's great.  Let's bring more 
               people into this overcrowded world.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 81


     Girl P.A. walks through the b.g. in "Does it have to be an 
     Old Mill?" T-shirt.

                           WALT (CONT'D)
               Take it off.  Take that stupid fucking 
               shirt off right now.
                    (into phone)
               Well, if I had to say one thing, I 
               would say it's purity.

     Claire shows up, dressed in traveling clothes, her luggage 
     behind her, followed by production assistant.

                           WALT (CONT'D)
                    (to P.A.)
               Not now, I'm talking to the press.  
               Claire!

                           CLAIRE
               What?  I have a five-o'clock plane 
               to catch.

                           WALT
               I, uh...
                    (into phone)
               I've always thought so...
                    (beat)
               Well, you just get an idea, and try 
               to find the best way to express it 
               in pictorial form.
                    (to Claire)
               I've written a letter to the studio 
               and to SAG protesting...
                    (opens door)
               Bill: get a copy of that letter...!
                    (closes door)
               I just wanted to tell you that I am 
               past chagrined, I'm mortified at the 
               way you were spoken to...

                           CLAIRE
               I...

                           WALT
               An artist of your caliber...

                           CLAIRE
               I'm only trying to...

                           WALT
               I know what you are, I am so sorry 
               that you...when I read that script I 
               said there's only one person to play 
               that part.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 82


                           CLAIRE
               The minute I read that script I 
               said...

                           WALT
               I know...

                           CLAIRE
               ...she works with animals, she...

                           WALT
               ...yes...

                           CLAIRE
               ...she has a home...

                           WALT
               ...I know, I'm so...because I said: 
               yes, a woman who...the...the community 
               respects her.
                    (beat)
               Please don't go.
                    (pause)
               Please don't go.  What can I do but 
               beseech you...?  Trauma, toil...when 
               are we free of them...?
                    (pause)
               When...?

                           CLAIRE
               He treated me as if I were a child...

                           WALT
               Claire:
                    (pause)
               As an interpretive artist to a 
               creative artist:
                    (pause)
               Stay with me.
                    (pause)
               I need you.
                    (pause)
               We start to shoot tomorrow and then 
               it belongs to us.  Stay.
                    (pause)
               Stay.  Tonight...when...
                    (gestures outside)
               When they've gone.  Let's talk.  
               Let's really talk.  We could, we'll 
               have dinner, we'll...a bottle of 
               some bad red wine, we'll get 
               spaghetti, and we'll...

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 83


                           CLAIRE
               I'm sorry, Walt -- it's gone beyond 
               that.

     Claire exits.

                           WALT
                    (into phone)
               Well, I've enjoyed it, too.  Any... 
               any...any time...
                    (hangs up the phone)
               What does the woman want from life?

                           MARTY
               She wants eight-hundred thousand 
               dollars to show her tits.

                           WALT
               Pay her off.

                           MARTY
               We don't have the money.

                           WALT
               Find it.

                           MARTY
               If you do the product placement...

                           WALT
               It's a computer company...IT'S A 
               COMPUTER COMPANY - BAZOOMER-COM?!

                           MARTY
               "Bazoomer dot com."

                           WALT
               I can't put a computer in a movie 
               shot in 1895...you wanna tell me how 
               I'm gonna do that?

                           MARTY
               Actually, the art department had 
               some ideas on...

                           WALT
               NO NO NO NO NO, PAY HER OFF.  DID 
               YOU HEAR ME?!

                           MARTY
                    (picks up the phone 
                    and dials)
               Gimme Howie Gold.  Howie?
                           (MORE)

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 84


                           MARTY (CONT'D)
               Thizz...I neee... I NEED EIGHT-HUNDRED 
               GRAND.  I...I don't care where it 
               comes from.
                    (to Walt)
               It comes out of our end.
                    (Walt gestures do it)
               I...I need...JUST GET ME THE MONEY.  
               I JUST GET ME THE GODDAMN 
               MONEY...Look:

     Joe barges in.

                           JOE
               She doesn't show her tits!!! She 
               doesn't show her tits.  The breasts 
               symbolize motherhood, the audience...

                           MARTY
               The breasts symbolize motherhood...

43   INT. WALT'S OFFICE - DAY                                      43   

     Joe holding forth to Bill, Walt and Marty.  Joe consults his 
     notes, changes his glasses, reads on:

                           JOE
               The movie's about purity.  So we 
               don't show her breasts.  We show 
               them to him.  She keeps her back to 
               the camera.

                           WALT
               ...she keeps her back to the camera?

                           BILL
               It'll hurt the box-office.

                           JOE
               They know what her tits look like.

                           WALT
               Know?  They could draw them from 
               memory.  You're fantastic.  What a 
               find you are.  Get outta here.  We 
               need the Dead Horse scene.

                           JOE
               I'm gonna nail it.

                           WALT
               I know you are.  Go you Huskies.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 85


     Joe exits.  We see the notation, "Dinner at the Mayor's 
     House."

     We see Marty walk up to a P.A. in the next room.  The P.A.  
     hands Marty a slip of paper.  Walt goes to them.

                           MARTY
               We got the permit.

                           WALT
               Is that one hell of a kid?

                           MARTY
               He just saved us eight-hundred 
               thousand bucks.

                           WALT
               He's got a gift for fiction.

                           MARTY
               We got to do something nice for him.

     He takes out his cardcase.

                           MARTY (CONT'D)
               Gimme a pencil.  Get him a bottle 
               of...get him some maple syrup.  Stick 
               this card on it, and put it in his 
               room.

                           PROD. ASST.
               Maple syrup.

     Marty writes on the card.

                           MARTY
               Yeah.

     ANGLE ON CARD

     It reads: "Your gift for fiction deserves everything sweet."

     ANGLE ON WALT

     As he walks back into the other room, holding the permit.

                           MARTY (CONT'D)
                    (in b.g. as he takes 
                    back the card)
               Hold on, I wanna add to that.

     We see him take the card, write "Over" on it and draw an 
     arrow.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 86


44   EXT. MAIN STREET - NIGHT                                      44   

     Joe, happy as a clam, sauntering down the street.  Smoking a 
     huge cigar.  He passes two old codgers, Morris and Spud.

                           SPUD
               You see where Tom Miller's playin' 
               the Old Farmer?

                           MORRIS
               He's been playin' Old Farmer nigh on 
               sixty years.

                           SPUD
               I read for that part.  Did pretty 
               good, too.

                           MORRIS
               Bet you did.

                           SPUD
               But I couldn't r'member all the words.  
               Ast them would they gimme a second 
               chance.

                           MORRIS
               Ain't no second chances in life.

                           SPUD
               Zat true?

                           MORRIS
               Only second chance we git, z'ta make 
               the same mistake twice...

     ANGLE ON

     Joe, as he nods to himself, takes out a pad, starts to jot a 
     note, fumbles with his glasses.  Joe saunters on, writing, 
     we hear the beeping from the traffic light.  Joe hears a 
     screeching of tires.

     He looks up, a film station wagon comes barreling around the 
     corner, hits the pothole, goes out of control, careens, turns 
     over, knocks down the control box of the traffic light.

     Joe holds a beat, runs over to the car, to driver's side.

     Battered driver, bleeding, upside down.  Joe drags him from 
     the car.  It is Bob Barrenger.

                           BOB
               Get the...

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 87


                           JOE
               Are you al...?

     Barrenger points to the other side.  Joe looks.

     ANGLE POV

     Carla is the passenger, she is dazed but unhurt.

     ANGLE ON

     The car.

                           BOB
               We gotta get her out of here.

     Carla has extracted herself from the wreck, stands, woozily, 
     on the sidewalk.

                           BOB (CONT'D)
                    (to Carla)
               Are you alright?

                           CARLA
                    (nodding)
               I...

                           BOB
               You got to get out of here...

     BEAT.  She nods, understanding.  A light comes on in the 
     apartment over the store.  She looks up, starts away down 
     the street.  BEAT.  Bob rocks back and forth.

                           BOB (CONT'D)
               Oh G-d, oh G-d, oh G-d...do you have 
               a cig...

45   INT. BOB'S HOTEL ROOM - NIGHT                                 45   

     Bob is being bandaged by Doc Wilson.  Marty on the phone.

     Walt, the First A.D., and Joe also in the room.

                           MARTY
               He's fine...it's a...

                           DOC WILSON
               You're going to be fine.  I'll stop 
               by tomorrow.

                           WALT
                    (to Doc)
               Thank you.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 88


     Doc exits.

                           DOC WILSON
               Yessir...

                           MARTY
                    (into phone)
               He's...you wanna talk to...?

     Bob goes over to the phone, his head bandaged.  Walt, smoking, 
     stands by the window.

                           BOB
                    (into phone)
               Hello, Jerry.  I'm fine.  I'll be 
               ready Wednes...I'm here to make a 
               movie, Bob.  Now don't you worry 
               your, hey, Pal, when have I ever let 
               you down bef...Okay, Babe, you, too.

     He hangs up.

                           WALT
               Are you okay?

                           BOB
               Well, yeah, I'm fine, I reached over 
               to, the girl had to be home, I don't 
               know, it's a schoolnight, something...

                           WALT
               Bobby...

                           BOB
               Everybody needs a hob...

                           FIRST A.D.
               Walt, I wonder if I could take a 
               minute of your time.  I need a day 
               off...

     There is an abrupt knocking at the door.

                           WALT
               Who is it?

                           CAL
               Thiz the police.  Is Mr. Barrenger 
               in there?

     The boys in the room go into a whisper conference.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 89


                           MARTY
               Okay, look, you, what is she, 19, 
               twenty...oh Christ...

                           BOB
               Uh, look...

                           MARTY
               Look: okay.  Okay.  Look: look you're 
               driving, countryside, so on, you 
               picked her up, she was hitch...

                           WALT
               No, hey, hey...al, she hid in the 
               back of the car!  Happens all the...

     The knock is repeated.

                           CAL
                    (outside the door)
               Is Mr. Barrenger there...?

                           MARTY
               No, wait a, wait a, wait a...we can't 
               put her in the car, she gets it in 
               her head to sue, or rape, or some 
               goddamn, she wasn't in...

                           WALT
               She wasn't in...you were al...

                           MARTY
               There's no witnesses.

                           WALT
               No, just the...there's no witnesses, 
               right...?

                           BOB
               No, I just...just Joe, just Joe...

                           WALT
               Joe, the writer?

                           BOB
               Just him and me.

     Knocking was repeated.

                           MARTY
               Then she wasn't in the car.  Say it.

                           BOB
               She wasn't in the...

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 90


                           MARTY
               Nobody knows it but us.  Alright?  
               It says here...
                    (to group)
               Are we together on this?
                    (beat, each nods)
               Because it's sink or swim here, 
               pals...

     They murmur their assent.  Knocking is repeated.  Walt goes 
     to the door.

                           MARTY (CONT'D)
                    (to First A.D. and 
                    Joe)
               You guys had better leave us a...

                           CAL
               Mr. Barrenger...

     Marty ushers Joe and the First A.D. out the room.

                           MARTY
               Yes...?

     The cop comes in the room.

                           CAL
               I'm very sorry to...

                           MARTY
               Well.  What seems to be the...?

                           CAL
               I have to ask you these...um.  You 
               have a valid drivers' license?

                           MARTY
               Of course he...

                           CAL
               Could I see it, please...?

     Bob gestures to his wallet which is on the desk.

                           CAL (CONT'D)
               Were you under the inf...

                           BOB
               No.

                           CAL
               And who was driving the...

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 91


                           BOB
               I was alone in the car.  I was 
               driving.

     The cop is writing down these statements.

                           CAL
               Well, now, Mr. Barrenger, I'm very 
               sorry, in fact, I'm as sorry as I 
               could be, but...

                           MARTY
               I'm an attorney, if there's anything 
               you have to say to...

                           CAL
               ...I have to give you this ticket 
               for damage to city property.  I'm 
               really sorry, Sir, it's a formality, 
               I hope you'll excuse...

                           MARTY
                    (beat)
               You have to what?

     Cal reaches in back of him, on his belt, and takes out not 
     the cuffs, but the summons book, he starts to write a summons.

                           CAL
               It's a formality.  Any case of damage 
               to city prop...you hit the control 
               box of the new stop light, and...
                    (apologetically he 
                    hands the ticket to 
                    Bob)
               They'll, uh, these things happen, I 
               hope you're alright, and that you're 
               feeling...

                           MARTY
               Well, officer, don't worry ab...

                           CAL
               If there's anything I...

     Marty walks him out into the hall.  Photographers and 
     onlookers in the hall.  Phone rings.  Walt answers it.

                           WALT
                    (into phone)
               Yeah.  Hello, Mr. Mayor...Walt Price!  
               No, no, sir, he's fine.  Well, he's 
               right here!  Would you like to...?
                           (MORE)

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 92


                           WALT (CONT'D)
                    (covering phone)
               You are not to see that girl 
               again...do you...

     Door to hall opens.  Claire comes in.

                           CLAIRE
               Hello.

                           WALT
                    (into phone)
               ...he's right here, Mr. Mayor...

                           CLAIRE
                    (to Bob)
               Bob, are you alright?

46   EXT. FIRESTATION TO PRINTSHOP - NIGHT                         46   

     The firetruck is being backed into the firestation.  Outside 
     a couple of passerbys are running in the rain, putting their 
     collars up.

     We see Joe is in the firestation writing in his book.  As 
     the firetruck backs up we see the firedog bark, and Joe looks 
     up.

     ANGLE JOE'S POV

     Ann is walking past the firestation.  Joe comes out to look 
     at her.

                           JOE
               Hi.

                           ANN
               Hi.

                           JOE
               Where you going?

                           ANN
               Going home.

     They start to walk down the street in the rain.

                           JOE
               Going home, yeah.  I told them what 
               you said...

                           ANN
                    (over a clap of thunder)
               What?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 93


                           JOE
               I told them what you said about the 
               script...

     They take refuge under the awning of the printshop.

                           ANN
               I didn't say anything special, I was 
               just talking out loud.

                           JOE
               ...how else can you talk?

                           ANN
               No, that's true.

                           JOE
               No.  You, I told them, you can't 
               betray with the picture what you're 
               saying with the words.  And, I don't 
               know, the movies, I don't know.  
               They should be socially uplifting, 
               why does she have to show her 
               br...what is this...?

     They look in the window of the old printshop, the awning 
     under which they have sheltered.

                           ANN
               Yessuh.  Joseph Knights printshop.  
               Vacant for thirty years.

                           JOE
               Is it...

                           ANN
               Yep, n'it's for sale.
                    (pause)
               One of the few things money can buy.

     Joe looks in the window of the printshop.

                           JOE
               I told them what you said about the 
               script...

     They take refuge under the awning of the printshop.

                           ANN
               Would you like to see it?  I've got 
               the key back at my store...

                           JOE
               I'd love to.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 94


     ANGLE ON

     Ann, runs out into the rain, Joe runs along side her.  In 
     the b.g., we see the fireman closing the doors of the 
     firehouse, and the firedog being restrained, on a leash, by 
     him and shut up inside the firehouse.

47   EXT. BOOKSHOP - NIGHT                                         47   

                           ANN
               How's your star?

                           JOE
               Gosh, you look nice.

                           ANN
               ...what...?

     There's a huge flash of lightning and a clap of thunder and 
     the lights on the street flicker, and come back on.  BEAT.

     ANGLE ON

     Bookshop.

                           JOE
               What would you do with it, the 
               printshop...

                           ANN
               Start back up the Waterford Sentinel.  
               Town newspaper.  Show you the plans.

     She goes into the washroom area, and comes out with two 
     towels.  She throws one to Joe, and begins toweling her hair 
     with the other.

     She hands him some plans, which show photos of the old 
     printshop, and copies of the Old Waterford Sentinel, circa

                           JOE
               Yes, it's a lovely idea...

     She emerges from the back room.  She has stripped off her 
     wet jacket and shirt, and put on a light stockboy's jacket.

                           ANN
               Print it right here.

     There's another clap of thunder, and all the lights go out.

     PAUSE.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 95


                           ANN (CONT'D)
               Oh, my.
                    (pause)
               Life in the country.  One second.

     Ann takes a small match from the drawer, and lights a small 
     kerosene barn lantern.

                           ANN (CONT'D)
               Well.  There you go.

     She sits down on the couch, and spreads the plan on a small 
     table.

                           ANN (CONT'D)
               Press still works.

                           JOE
               It does?

                           ANN
               Did as of last week.

     She shows him the poster for "Trials of the Heart."

                           ANN (CONT'D)
               Best way I know to get ink on your 
               hands.

                           JOE
               You'd do the newspaper right here.

                           ANN
               That's something a man could do...?

                           JOE
               You know what else a man can do?

                           ANN
               What?

     He moves closer to her.  He is about to kiss her when the 
     firedog appears on the couch between them.

                           ANN (CONT'D)
               One moment...

     She goes in the pocket of her jacket.  The dog follows her.

     She cannot find a dog biscuit.

                           BEAT
               Joe pats the dog on the head.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 96


     BEAT

     Leads him to the front door, puts him out.  The door blows 
     in the rain.

                           JOE
               Pelting down out there.

                           ANN
               People might be better off.  They 
               thought about it, spent the evening 
               back in the...

     She comes close to him.  The dog reappears between them.  
     Joe looks around, and goes back to a window, and shuts the 
     window.

     Ann crosses to her desk.  Takes out a box of dog biscuits.

     The box is empty.  The two of them lead the dog out, and pet 
     it on the head.  They turn back and the door is slammed.

48   EXT. BOOKSHOP - NIGHT                                         48   

     BEAT

     They start back to find the door locked.

                           ANN
               Left the keys inside, in my jacket.

     Joe nods.

                           JOE
               Well.  'S'pose I should be getting 
               home...look.

     They turn and Cal, the policeman, is standing next to them.

     In raingear.

                           ANN
               Cal...

                           CAL
               Annie, got an umbrella?

                           ANN
               Nope.

                           CAL
               I'll walk you home, you can have my 
               coat.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 97


     He starts taking off his slicker.

                           ANN
               Then you'll be wet.

                           CAL
               I'm goin' off-shift.  Come on... 
               I'll walk you home.

     He covers her with his slicker, and they walk away.

     WE SEE in the b.g. Uberto and his helper at the firehouse.

     Uberto swings a shuffleboard disk, and the dalmation window 
     shatters and falls in the street.  Some falls on his head.

49   INT. COFFEE CORNER - DAY                                      49   

     Doug talking to Postman.

                           DOUG
               Ten dollars apiece for outdated 
               textbooks you or I could buy retail 
               for a dollar ninety-five.

     Carla is serving breakfast, her wrist in a cast and a small 
     bandage on her forehead.

                           DOC WILSON
               Mornin', Carla...how's the itching...?

                           CARLA
               Okay, Doc.

                           DOUG
               Bear with me, now -- because what're 
               we getting for our money?  See the 
               cat and dog?  See what I'm saying?  
               Nice to take this opportunity to 
               mount an investigation of...

     She assembles a tray, starts out the door as Maude comes in.

                           MAUDE
               Morning, Carla, what happened to 
               you?

                           DOC WILSON
               She went to fetch a pail of water.

     Carla goes out the door.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 98


                           DOUG
                    (to merchant)
               You see what I'm saying, take this 
               opportunity to mount an investigation 
               of the price of school textbooks.  
               Bear with me now: both the cost, and 
               the content of...look here...

     He produces some first grade spelling text.

                           DOUG (CONT'D)
               ...because what're we getting for 
               our money?  "See the nice dog.  See 
               the nice cat?"

     They move out of earshot.  Ann goes into the Real Estate 
     Office NEXT DOOR to the Coffee Corner.

     Pausing long enough to look in the window at the placard 
     advertising the Old Printshop.

     ANGLE INSIDE POV

     The placard "Old Printshop...78 thousand dollars" "Under 
     Agreement."

50   INT. WALT'S ROOM - DAY                                        50   

     Walt, Marty, Bob, Claire, Joe, coffee urns.  They work on 
     the script.

                           WALT
               So you see what I'm saying...the 
               movie is about purity...

                           BOB
               I've always seen that.

                           WALT
               We don't show her breasts, we just 
               show your reaction...

                           CLAIRE
               I'm so comfortable with that, Walt, 
               I can't tell you...

                           WALT
               Well, Joe said it, and he's right.

     Knock at the door.  Marty goes to the door.

     ANGLE

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 99


     Carla outside the door, talking to Marty.  Marty takes tray.  
     Carla has bandage on her head and a small cast on her wrist.

                           CARLA
               And I have Mr. Barrenger's Tuna B...

                           MARTY
                    (hands her a bill)
               Thank you.

                           CARLA
               I, well, you know, I tried to take 
               him, in his room.

                           MARTY
               I think he's moved...

                           CARLA
               I, uh...
                    (pause)
               Um...

     ANGLE

     Inside the room.  Marty closing her out.  Bob and Claire 
     talking.

                           BOB
               That makes a lot of sense, Claire, 
               that makes a lot of...list...listen, 
               cause the audience isn't coming to 
               see your breasts.  They are coming 
               to see you act.  What are you doin' 
               this evening?

                           CLAIRE
               I'm having dinner with W...

                           WALT
               We're going to discuss the scr...you 
               wanna come along...?

                           BOB
               You mind...?

                           CLAIRE
               No, are you kidding me, Bob, not at 
               all.

                           WALT
               Marty...

                           MARTY
               Yeah?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 100


                           WALT
               Would you, tell the guy, get the 
               A.D., someone, somewhere where we 
               can get away, something, I want, you 
               know, last day before the shooting, 
               get away, forget it, have some local 
               food.
                    (to Joe)
               You want...

                           JOE
               I've got a date.

                           WALT
               He's got a date.  He's got a date, 
               is this guy fantastic...?  Already 
               he learned how to write a movie, and 
               he found a girl to get his toes 
               curled, what a guy, what a...what a 
               literary find!

     First A.D. walks in, talking on a cellphone.

                           FIRST A.D.
                    (on phone; sotto)
               I'm trying, honey.  I'm...look, is 
               your Ma, when is your mom coming?  
               Oh.
                    (pause)
               What did the midwife...?

                           WALT
               Did you, where are we going tonight?

                           FIRST A.D.
               I...?

                           WALT (CONT'D)
               Some, you were, you were going to 
               make a reservation for us?  Where's 
               my schedule?  Where are we booked 
               tonight?

                           FIRST A.D.
               My wife's having a baby.

                           WALT (CONT'D)
               You what...?  Is that on the call 
               sheet, is that on the callsheet, or 
               is that personal business?  Ah, 
               Christ.  Marty...are we paying you?

                           FIRST A.D.
               I...

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 101


51   INT. BAR - MORNING                                            51   

     The bartender is looking down studying a vast book "State 
     Statutes of Vermont".  Doug is drinking.

                           DOUG
               She didn't even finish knitting me 
               the sweater...

     First A.D. walks in.  Doc Wilson walks in.

                           BARTENDER
               Mornin', Doc...

                           DOC WILSON
               You doin' here, Doug?  Thought you 
               started out the day with that 
               pernicious caffeine...

                           DOUG
               Kiss my ass.

                           DOC WILSON
               Well.

                           BARTENDER
               He had a hard day.  Ann's deserted 
               him for some guy on the movie.

                           DOC WILSON
               Well, they don't always leave with 
               the ones they came in with.

                           BARTENDER
               Big day last night.

                           DOC WILSON
               Hope to tell you.  Didn't I pick the 
               fragments of glass out of Bob 
               Barrenger's actual head myself.

     ANGLE IN THE B.G.

     We see Carla entering with bags of food and checks for bar 
     patrons.

                           BARTENDER
               Mornin', Carla.

                           CARLA
               Mornin', Uncle Ron.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 102


                           DOC WILSON
               Cluster of events.  Don't see 
               something, ten years, allasudden, 
               three times inna night.

                           BARTENDER
               That's what they call an events 
               cluster.  Some guy orders a Manhattan, 
               fifteen, twenty years, allasudden, 
               three times inna night.

                           DOUG
               Who got their heads cut?

                           BARTENDER
               ...some fella.  Orders a Manhattan.

                           DOC WILSON
               What?

                           DOUG
               Who got their heads cut?

                           DOC WILSON
               Uh, Bob Barrenger, fella, Cameraman...

                           DOUG
               You said three...

                           DOC WILSON
               Did I?  I think you're mistaken.

     ANGLE ON

     Doug, looking over at Carla, with a small cast on her wrist 
     and her head beneath a babushka, in the lobby.

     Doug looks up.

52   INT. CORRIDOR TAVERN MOTEL - DAY                              52   

     Carla, being led by the hand, by Doug.  Following them, her 
     Father Jack and Cal the trooper.

                           CARLA
               I wasn't in the car...

                           DOUG
               We're going to s...

                           JACK
               Doug, she says that she wasn't in 
               the c...

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 103


     They stop at a room, knock on the door.  A PAUNCHY SALESMAN 
     opens the door.

                           SALESMAN
               Yeah?

                           DOUG
                    (beat)
               I've got the wrong room.

     The Procession reverses, starts down the hall, runs into 
     Marty coming out of his room.

                           DOUG (CONT'D)
                    (to Cal)
               Arrest him.

                           MARTY
               What is the...?

                           DOUG
               Arrest him.

                           CAL
               For what...?

                           DOUG
                    (beat)
               Conspiracy in Statutory Rape.

                           MARTY
               Conspiracy in Statutory Rape?  Okay.  
               Of whom?

                           DOUG
               This young woman.

                           CARLA
               Nobody touched me, I was at home.

                           MARTY
                    (to Carla)
               Who is it raped you?

                           CARLA
               Nobody.

                           MARTY
               Well, what's the beef?

                           DOUG
               She was in the car with Bob Barrenger 
               last night.  And she was injured 
               coming home from a love tryst, so...

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 104


                           MARTY
               You were in the car with Bob?

                           CARLA
               No.

                           MARTY
               Then what is the...?

     He steps back into a linen closet, takes Doug with him by 
     the lapels.

53   INT. LINEN CLOSET - HOTEL HALLWAY - DAY                       53   

                           MARTY
               Now what is this, you sonofabitch!  
               Because if you haven't heard about 
               the laws of Malicious Prosecution, 
               you're about to.  DON'T FLINCH WHILE 
               I'M TALKING TO YOU, YOU TWO BIT 
               SPEEDTRAP FRAUD: There's an old 
               saying, two scariest things in the 
               world, a black man with a knife and 
               a Jew with a lawyer.  Now, I am a 
               lawyer, and I am the Jew, and you 
               continue ONE MOMENT with this 
               slanderous shit here in this public 
               place, I'm going to have your ass 
               over my mantleplace.  THE KID WAS 
               NOT IN THE CAR, SHE SAYS THAT SHE 
               WASN'T IN THE CAR, NO ONE SAYS SHE 
               WASN'T IN THE CAR, NO ONE SAYS THAT 
               SHE WAS IN THE CAR, YOU HAVE NO CORPUS 
               AND YOU HAVE NO CASE, AND YOU KNOW 
               IT.  SO I'M NOT PAYING PATSY WITH 
               YOU HERE, YOU MOTHERFUCKER.  Look in 
               my eyes: I made eleven million bucks 
               last year and I don't like being 
               trifled with.  Now I think that the 
               better part of valor, though we've 
               got your back up here...the better 
               part of valor is to step away.  Or, 
               before G-d, I will see you disbarred.
                    (beat)
               Now, what do you think?
                    (beat)
               We all have a movie to make.  Now, 
               can we stay together here...?
                    (pause)
               What do you say?  Have a cigar.

     He puts a cigar into Doug's pocket.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 105


54   INT. HALL - CONTINUOUS                                        54   

     The two come out of the linen closet, Marty with his arm 
     around Doug.

                           MARTY
               It's a mistake.  It's all over.
                    (to Carla)
               I'm sorry that we've inconvenienced 
               you.

                           CARLA
               I wasn't in the car.

                           MARTY
               We know that you weren't.

     They walk down the hall.  Before them, Claire, half-clothed, 
     backing out of a motel room.

                           CLAIRE
               ...because you treat me like a 
               child...you treat me like a child... 
               that's why I can't come...

     The procession has reached the open door.  They look to see 
     whom it is Claire is addressing.  Carla looks in the door.

     ANGLE CARLA'S POV

     Bob Barrenger, clutching a towel to his naked self, smoking 
     a cigarette.

                           ANGLE
               The group in the hall.  Carla points 
               into the open door.

                           CARLA
               He took advantage of me.

55   INT. PROD. OFFICE - DUSK                                      55   

     Cal, Bob Barrenger, Walt, Doug, Carla and Jack.

                           MARTY
               ...upset and impressionable.
                    (to the A.D.)
               Get me the Mayor.

                           BOB
                    (to Carla)
               ...I was just talking to that girl 
               in the other room.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 106


                           MARTY
               ...overcome by the events around 
               her, the presence of a high-powered...

                           BOB
                    (to Carla)
               I never touched her.  My mother's 
               gr...

                           MARTY
               And a fantasy object...

                           DOUG
                    (to Cal)
               Tell him to get dressed...

                           CAL
               Uh, sir...

     The First A.D. enters with lawbooks, marked as to page.

                           MARTY
                    (takes lawbooks)
               Wally?

                           WALT
               Look, Carla, this is a hard time for 
               you.  Many young people go to 
               Hollywood.  I did...and we all dream 
               of it, and here, here Hollywood has 
               come to you.

                           CAL
               Mr. Barrenger, I'm very sorry, but...

                           WALT
               Here this dream world has come to 
               you.  Now, you obviously have an 
               active, a vivid imagination.

                           CARLA
               Her...

                           BOB
               I swear that that woman in my room...

                           WALT
               Be quiet, Bob.  A fertile mind.  Now 
               we can use that kind of people in 
               our work.  Yes, we can.  Now, and 
               this is what occurs to me... There's 
               a part in the film...isn't that right, 
               Marty?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 107


     Marty is perusing the lawbooks.

                           MARTY
               Mmm.

                           WALT
               That we could use you in and I think 
               that's quite a fine trade-off all 
               around and an ill wind that blows 
               somebody good.

                           MARTY
                    (of the book)
               Here it is: Statutory r...blah, blah, 
               blah, blah... "statutory"... 
               "unsupported testimony by the..."
                    (he shows the book to 
                    Doug)
               Hold on, Bobby.
                    (to Doug)
               You've got nothing and you know it.  
               By G-d, you know it.  Harassment.  
               You need a... even if this was true, 
               you need a witness.  You need someone 
               puts her in the car.  And you've got 
               nothing.  Now we all have...yes, 
               give her that part in the film.
                    (to Carla)
               Yes, we'd love to have you... Now: 
               we all have more important things to 
               do, isn't that right...?

     Marty starts ushering everyone out of the room.

                           MARTY (CONT'D)
               Isn't that right?  I'm sorry that 
               you all went to this...

                           JACK
               I knew she wasn't in the car.

                           MARTY
               This has been just an unfortunate.

     He ushers them out, the phone is ringing.  Walt picks it up.

                           WALT
                    (into phone)
               Yes?  Hello, Mr. Mayor.  Nothing, 
               just an, an unfortunate...
                    (he covers the phone)
               It's the Mayor, he's saying...

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 108


                           MARTY
               Is he cool or angry?

56   INT. MAYOR'S HOUSE - CONTINUOUS                               56   

     Mayor on the phone.  Sherry in the b.g.

                           MAYOR
               Well, these things happen.  Purpose 
               of my call, my wife wanted to know 
               what brand of cigarettes Mr. Barrenger 
               smokes, so she could lay some out 
               tonight...we got the list of his 
               dietary requirements...

57   INT. PROD. OFFICE - CONTINUOUS                                57   

                           WALT
                    (hangs up phone)
               So we just got lucky.

                           BILL
               Marty, it's Howie Gold on the coast.  
               He needs your confirmation on a 
               request for money...?

                           MARTY
               And I need a drink.

     Marty exits.

                           WALT
                    (to Bob)
               If your memory was as long as your 
               dick, you'd be in good shape.  How 
               long since you almost went to jail 
               for this shit?

                           BOB
               How could she turn on me like that?  
               I thought she liked me.

                           WALT
               Can we try to keep our pants buttoned 
               and get out of this town in one piece?

                           BOB
               I'm ready!

                           WALT
               Stay ready.  Stay by yourself in 
               your room.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 109


                           BOB
               What'll I do for fun?

                           MARTY
               Whyn't you learn your lines?

                           BOB
               I know my lines...

                           WALT
               You do...?

                           BOB
               I just don't know what order they 
               come in...

     Walt walks away from Bob, shaking his head.

     ANGLE ON

     Walt, as he walks down the stairs.

                           WALT
               I tell you what, let's ditch these 
               cockamamie locals.  I need to get 
               outta here.  Go to some roadhouse 
               tonight, just us.  Claire, Bob, 
               siddown, have a bottle of wine.  
               Tell me where we're going, and let's 
               go.

     They walk by the bullpen, wherein we see P.A.s refilling 
     Evian bottles from a ratty old watering can.

     P.A.s take us, with their Evian bottles, into Walt's office, 
     where we see the "Dinner with the Mayor" sign.

58   INT. MAYOR'S HOME - NIGHT                                     58   

     Twelve overdressed people, including the Postman, the Gunstore 
     Owner, etc. sitting, still around the Mayor's laden dining 
     table.  BEAT.  Sherry looks over her shoulder.

     ANGLE ON

     Next room, the Mayor on the phone.  Hushed.

                           MAYOR
               Well, you must, where did they... 
               where...I...

     PAUSE

     Very angry, he HANGS UP and looks out the window.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 110


     ANGLE POV

     The Mayor lets the shade drop, walks back to the table.

     Silence.

59   INT. BAR - NIGHT                                              59   

     Doug, in his cups, at the end of the bar with the First A.D.

                           DOUG
               Hey, you've gotta eat a peck of 
               dirt...

                           FIRST A.D.
               My wife just went into labor...

     The bartender studies his state statutes book.

     BARTENDER'S POV

     Inside the book, the storyboards show the movie's heroes 
     copulating.

                           DOUG
               Half a buck I'd close it down.  It's 
               per...you know...it's perfidy, you 
               got your Barrenger, molesting little 
               girls.

                           FIRST A.D.
               He should be put in jail.

                           DOUG
               Half a buck I'd put him in jail.

                           FIRST A.D.
               You should.

                           DOUG
               I had a witness, I would.

                           FIRST A.D.
               A witness to what?

                           DOUG
               You know, the rape, to...even to the 
               accident.

                           FIRST A.D.
               You mean with White?

                           DOUG
               What?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 111


                           FIRST A.D.
               You mean you need a witness in 
               addition to White?

                           DOUG
               Who's White?

                           FIRST A.D.
               The writer.

                           DOUG
                    (beat)
               He saw the accident...?

                           FIRST A.D.
               Sure.

                           DOUG
               He saw the girl in the car...

                           FIRST A.D.
               You bet he did.

60   INT. MAYOR'S HOME - NIGHT                                     60   

     The Mayor and his wife alone at the table.  The maid emptying 
     trays of food, untouched, into a galvanized steel garbage 
     pail placed in the middle of the room.  One of the guests 
     leaving, putting on her coat.  Dips back into the dining 
     room to try to pick up a tray of pate.

                           SHERRY
               Don't you touch that... I want them 
               gone.

                           MAYOR
               I signed the permit.  I don't know 
               how I can.

                           SHERRY
               I want them thrown in jail.

                           MAYOR
               Sherry, Sherry...

     She empties it into the trash.  BEAT.  The guest, chagrined,

     leaves.  The Mayor, sitting and drinking booze out of a large 
     glass.  The phone RINGS.  BEAT.  He goes to answer it.

                           MAYOR (CONT'D)
                    (into phone)
               What?
                           (MORE)

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 112


                           MAYOR (CONT'D)
                    (he jiggles the 
                    receiver)
               Get me the State Police.

61   EXT. PRINT SHOP - DAY                                         61   

     A sign in the window, "Sold" is stamped over and reads "Under 
     Agreement."

     Early summer morning.  Joe, holding a cup of coffee, looking 
     at the print shop.  Ann walks up.

                           JOE
               Good morning.

                           ANN
               Sleep well?

                           JOE
               Yeah, you?

                           ANN
               Oh yeah...

                           JOE
               We could live up here, live up in 
               the country.

                           ANN
               Now you're talking...

                           JOE
               And we could get up every morning...

                           ANN
               ...well, we do that anyway...

                           JOE
               And come to the printshop.  You know 
               why?  To print the newspaper.  And 
               I'd come to write.  To write.  To 
               write.  Right here in the office.

                           ANN
               Not without a rolltop desk.

                           JOE
               Well, I could get a rolltop desk.

                           ANN
               Happen to know where there's one for 
               sale.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 113


                           JOE
               Well ain't you amazing.

     They walk on, onto the scene of various filmfolk setting up.

62   EXT. STATE AND MAIN - INTERSECTION - CONTINUOUS               62   

                           ANN
               Lookit that, up already.

                           JOE
               That's why we filmfolk get along so 
               well with you farmers.  Both up with 
               the chickens.

     They push through the mass.  The street is closed off by 
     Police Cars.

     They come upon a TV REPORTER doing a standup in front of the 
     firehouse where we see, in front, both the old firetruck and 
     state trooper cars.

                           TV REPORTER
               Where Movie Star Bob Barrenger, fresh 
               from his troubles with the law last 
               year...

     ANGLE ON

     Ann and Joe, as they look on.

     ANGLE ON

     A state trooper and Doug, as they walk through the crowd.

     Marty walks up to the TV REPORTER.

                           TV REPORTER (CONT'D)
               ...is once again in hot water.  
               Involved in a car crash last night 
               with a young, a very young woman, 
               Mr. Barrenger is being arrested today 
               for...

                           MARTY
               You better make sure you got your 
               facts straight, pal, cause, you step 
               off the line and I'm going to sue 
               you personally for...

     The trooper, Doug, and Bob Barrenger walk up to Marty.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 114


                           TROOPER
               We're looking for a Joseph Turner 
               White.

                           MARTY
               Oh, good, yes.  Good morning.  Where 
               are you taking Mr. Barrenger?

                           TROOPER
               We are looking for a Mr. Joseph Turner 
               White?

                           MARTY
               What are you doing with Mr. Barrenger?

                           DOUG
               He's under arrest.

     Doug hands the arrest warrant to Marty.

                           MARTY
               Oh, good.  I'm his lawyer...and you 
               must be Perry Mason.  Guess what, 
               you're about one-half step from a 
               world of hurt...how diverting...the 
               Mayor's gonna have your ass.  Can I 
               watch?

     CAMERA takes the group, the trooper, Doug, Bob, in handcuffs, 
     Marty talking with them, through the crowd, on the back of 
     which we see Ann and Joe.

                           DOUG
               Well, you guess what.  The Mayor 
               sent me.  I have your Mr. Barrenger 
               with a history of...

                           MARTY
               ...a history of nothing, he was 
               acquitted.

                           DOUG
               Moral turp...you're on my home court, 
               friend.  I have the Mayor and the 
               town behind me, and forget making 
               your movie: I may own the studio 
               when I get through with you: I got a 
               civil suit, I got rape, I got 
               collusion...

                           MARTY
               You've got nothing, you don't have a 
               witness...

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 115


                           DOUG
               And I've got a witness!  Your Mr. 
               White saw the crime.

                           MARTY
               He told you that!?

                           DOUG
               He didn't have to tell.

                           MARTY
               I want to talk to him.  Would you 
               ex...

                           DOUG
               Oh, you're his attorney, too?

                           MARTY
               Later for you, pal.

                           DOUG
               Okay.

     He motions the cop to take out Barrenger.  Marty sees Joe in 
     the back.

                           MARTY
               Bobby, don't say anything.

                           BOB
               Nothing happened.

                           DOUG
               We'll see about that at the inquest.

     ANGLE ON

     Marty, as he leads Joe down into an alleyway, and into a 
     backyard, hung with washing on the lines.

                           MARTY
               Yeah, hi, pal.  I need to talk to 
               you.

63   INT. BOOKSHOP - DAY                                           63   

     Ann, Joe and Marty.  Cal has followed them into the bookstore.  
     He speaks privately with Ann and exits.

                           ANN
               What is it all about?

                           JOE
               I saw...

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 116


                           MARTY
               How do they know that, you told them?

                           JOE
               No.

                           MARTY
               What did you say to them?

                           JOE
               I didn't say anything to them.

                           MARTY
               How do you know you saw it?

                           JOE
               I don't know.

                           MARTY
               Well, then, you didn't see it, right?

                           JOE
               I don't...

                           MARTY
               You didn't see it...

                           JOE
               I...?  I saw it.  I was there.

                           MARTY
               You were there.  At...at 10:35...?

     Joe takes the arrest warrant.  Looks at it.  Changes his 
     glasses.

                           JOE
                    (as he reads)
               I was walking down the street...I 
               remember, I was writing a...

                           MARTY
               What glasses were you wearing?
                    (pause)
               Were you wearing your reading glasses?

                           JOE
               I...

                           MARTY
               You told me you were writing.  Don't 
               you wear your reading glasses to 
               write...?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 117


     Marty's cellphone rings and he answers it.  After a pause, 
     he hangs up.

                           MARTY (CONT'D)
               I've got to go to the jail.

     He exits, leaving Walt alone with Ann and Joe.

     ANGLE ON

     Ann.  She sees something down the other street.  We see Cal, 
     the policeman, enter and start toward Joe.  We see Ann 
     restrain him, and speak to him in the b.g. for several 
     moments.  He shakes his head, and she reasons with him, and 
     there is a pause and he looks at Joe, and exits.

     BEAT

                           ANN
               ...he's going to give you a couple 
               of minutes.

                           PAUSE
               Joe walks Ann off to the closed back 
               door of "The Waterford |Players."

                           JOE
               What am I gonna do?

                           ANN
               You got to tell 'em that you saw the 
               accident.  Don't you?

                           JOE
               I can't do that.
                    (pause)
               If I tell them, they'll, if I tell 
               them, they'll try Bob for rape, 
               they'll... it'll ruin his career...

                           ANN
               But that's what happened.

                           JOE
               But it'll stop the movie.

                           ANN
               Maybe they'll be other movies.

                           JOE
               They'll...they'll blackball me.

                           ANN
               Carla was in the car, right?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 118


                           JOE
               I...I think that's right.

                           ANN
               ...you think that's right...

     PAUSE

                           JOE
               What'm I gonna do?

     Ann picks up a copy of the old Waterford Sentinel, which was 
     left on the coffee table.  Ann hands the paper to Joe.

     ANGLE ON

     Joe, holding the paper.

     ANGLE INS.

     The masthead reads, "Waterford Sentinel, All the News of the 
     Mountains, 'You Shall Not Bear False  Witness.'"

     ANGLE ON

     Ann, who has also picked up the "For Sale" sign, showing the 
     printshop.  She stands looking at Joe.  BEAT.  Cal enters.

     They look towards him.

                           CAL
               Lotta hubbub on the street.  I'm 
               taking you the back way.

64   EXT. BACKYARD OF THE BOOKSHOP - DAY                           64   

     Cal walks with Joe, still holding the newspaper.  As they 
     round a housecorner, Walt appears and walks with Joe.

                           WALT
                    (checks watch)
               Let's speak English.  You've got to 
               help the side.

                           JOE
               You want me to lie.

                           WALT
               To the contrary.  I want you to tell 
               the truth.
                    (pause)
               The truth is, you can't tell me, to 
               a certainty, that you saw the thing.
                           (MORE)

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 119


                           WALT (CONT'D)
               You don't remember, a gun to your 
               head, which glasses you have on.  
               And you have a fertile imagination.  
               Imagination wants to fill in the 
               blanks.  Now.  IF you aren't sure, 
               then they have nothing.  Bob walks 
               free.  As he should.
                    (pause)
               Joe: wasn't long ago they buried 
               actors at the crossroads with a stake 
               through their heart, you know?  The 
               people who are talking to you about 
               the way we live though we may praise 
               them, we fear them.  And they fear 
               us.  Because we tell the truth.  
               About our lives.  Now, this is a 
               damn roost, and everyone knows it; 
               the guy is looking for a case, he 
               wants to make a name for himself...If 
               we let him do that, if we let him do 
               that, then we're being false to our 
               community...to our community, you 
               understand?  To our world.  Cause 
               you are a part of that world, now.  
               You have to take off the steel Rolex 
               and put on the Gold Rolex.
                    (pause)
               And be part of your world.  I got a 
               five picture deal with the studio.  
               And you stick with me.  You write 
               one, two more, you stick with me, 
               and you'll direct the third one.  
               You are a part of this world.  You 
               have to do the right thing: we're 
               out in the Provinces, the Sheriff, 
               literally is at our door.  You have 
               to stand with the troops, Joe.  That's 
               the bottom line.  You have to...if 
               you had the leisure to think it 
               through, you'd see it for yourself.  
               The girl wasn't in the car.

     Cal takes Joe to a side door of the courthouse.

65   INT. SMALL COURTROOM - DAY                                    65   

     Joe coming in through the side entrance of the courtroom.  
     Various law books and dusty forms on the shelves.  Cal leads 
     him into the courtroom, empty, save for the court reporter, 
     Maude and the BAILIFF.  Cal motions Joe forward.

                           CAL
               ...Joseph Turner White...

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 120


                           BAILIFF
               Hear ye, hear ye.  Sixth District 
               Court.  And for the county of Kadona, 
               State of Vermont, the honorable James 
               Addison Flynn presiding.  All those 
               having business before this court, 
               draw forward and you will be heard.

     Judge enters.

                           BAILIFF (CONT'D)
               All rise.

                           JUDGE
               Please...Mr. White?  This is a simple 
               matter of...

     Scott hands him a sheet of paper.

                           JUDGE (CONT'D)
               Uh huh, all we need's a simple fact 
               or to...you're going to give your 
               recollection of the accident last 
               evening, at the corner, State and 
               Main.  Would you please swear him 
               in.

                           BAILIFF
               Do you swear to tell the truth...

66   EXT. MAIN STREET - DAY                                        66   

     A crowd, moving along, with the TV Reporter.

                           TV REPORTER
                    (talking into camera)
               ...the arraignment, as we said of 
               Bob Barrenger, The Bob Barrenger, 
               star of "The Old Mill," about to 
               begin shooting here, in picaresque 
               and sleepy...
                    (sound of shouting, 
                    and reporter looks 
                    around)
               we should say, formerly sleepy...Yes, 
               yes, it's...yes, it's Claire 
               Wellesley, and we're going to try to 
               get a look at...

     The crowd moves away, revealing Ann, standing in front of 
     the realtors, looking at a card in her hand.  She looks up 
     to see Joe coming toward her.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 121


     ANGLE ON

     Extreme close up, she smiles.

     ANGLE ON

     Extreme close up, Joe.  He looks toward Ann, sheepishly.

     ANGLE BACK ON

     Ann, as she looks down at the card in her hands.

     ANGLE INSERT

     It is the real estate placard for the printshop, marked "under 
     agreement."

     ANGLE ON

     Ann, as she rips it up.

67   INT. LOBBY OF THE HOTEL - DAY                                 67   

     Joe, coming in, a hangdog look on his face.

                           P.A.
                    (to Joe)
               They need those rewrites on the "Old 
               Mill" scene...

     Joe nods.  Continues through the lobby.

     ANGLE ON

     Various reporters, Scott being interviewed.

                           SCOTT
               ...about his personal life, though I 
               can tell you a few things about...

     Joe walks past.

                           JOE
               Would you please hold all calls to 
               my room?

                           SCOTT
               Though I can tell you a few things 
               about his dietary requirements.

     The old bellhop is packing up his lunchbox and changing into 
     his streetclothes.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 122


68   INT. JOE'S ROOM - DAY                                         68   

     Joe enters and takes out his pad and pencil.  He sits on the 
     bed.  On the pillow, he sees and picks up a black and red 
     hunting jacket, onto which the one foot short sleeve has 
     been knitted in baby blue.  There is a card in the picket 
     that reads "Better than new -- it's got a story!"  He puts 
     it down.

     He picks up his notebook, in which he has written: "The 
     Purpose of the Second Chance is to allow you to make the 
     same mistake twice."

     He stops by the mirror on the chiffonier into which he puts 
     the lure, which still has the attached card reading "The 
     truth may not always set you free, but it's always the truth

69   JOSEPH TURNER WHITE."                                         69   

     Joe goes to the bed.  On the bed is a small package tied 
     with ribbon.  Joe opens it.

     ANGLE INS.

     It is a small thing of maple syrup.  Attached to it is a 
     card reading: "It is your invention which makes everything 
     sweet."

     He takes off his jacket, and picks up his notebook.  Out of 
     his jacket pocket falls the old copy of the Waterford 
     Sentinel.

     He picks it up.

     ANGLE JOE'S POV

     The masthead: Waterford Sentinel "The Voice of the Mountains, 
     You Shall Not Bear False Witness."

     He puts the newspaper down.  Picks up the maple sugar card 
     again, and looks at it.

     He sees an arrow and turns it over

     ANGLE INS.

     The back of the card reads: "How about an Associate Producer 
     credit...?"

     He takes the paper, balls it up and throws them into the 
     trash.  He picks up the fishing lure which is resting on the 
     typewriter.  Puts it into his pocket, thinks again, throws 
     it in the trash.  Shakes his head, and picks up his suitcase 
     and starts packing...

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 123


70   EXT. ANN'S STREET - DAY                                       70   

     On Doc Wilson, as he walks down the street.  A little kid, 
     on a scooter is going in the other direction.

                           KID ON SCOOTER
               Mornin', Doc.

                           DOC WILSON
               Mornin', Billy, where ya goin' in 
               such a hurry?

                           KID ON SCOOTER
               Down the corner, see the ruckus...

                           DOC WILSON
               Watch the curbs, now...

     ANGLE ON

     Joe, as he stands across from Ann's house, looking at it.  
     He holds his suitcase.

                           DOC WILSON (CONT'D)
                    (of his suitcase)
               Where you off to?

                           JOE
               I, uh...I'm leaving...

                           DOC WILSON
               Why?

                           JOE
               I perjured myself.
                    (pause)
               I told a lie, and I ruined my life.  
               That's what I did.
                    (shrugs)
               I don't suppose you could help me 
               with that, could you?  Turn back the 
               clock, or something?  Give me back 
               my, give me back my purity, I don't 
               suppose you could just wave your 
               magic wand and do that, could you?  
               But what is truth?  Eh?  Ain't that 
               the thing?  What is true?

                           DOC WILSON
               It's the truth that you should never 
               trust anybody, wears a bowtie.
                           (MORE)

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 124


                           DOC WILSON (CONT'D)
               Cravat's s'posed to point down to 
               accentuate the genitals, why'd you 
               wanna trust somebody, s'tie points 
               out to accentuate his ears?

     Joe turns to see Doc swigging from his flask.  In the b.g., 
     we see the bellhop walking.

     BEAT

                           JOE
               Aren't you supposed to set an example 
               for people?

                           DOC WILSON
               Nope.  I'm just supposed to hold 
               people's hands while they die.  What'd 
               you say your problem was?

                           JOE
               I just swore my life away, back in 
               that...

                           DOC WILSON
                    (as he sees an older 
                    woman off on a porch 
                    to the side)
               Mornin', Chessy, how's the back?

     Doc walks off to his office.

71   EXT. RAILROAD STATION - DAY                                   71   

                           JOE
               I ruined my life.  Isn't that funny, 
               that you can actually do it in one 
               moment just like they say.  I ruined 
               my life back in that courthouse.

     Bellhop, who has walked up beside him...

                           BELLHOP
               What courthouse?

                           JOE
               Courthouse back in town.

                           BELLHOP
               Town ain't got no courthouse.

                           JOE
               What?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 125


                           BELLHOP
               Ain't got no courthouse.  Courthouse 
               burnt down, 1960.

     The train is arriving.  The stationmaster puts out the steps 
     to help the people down.

                           JOE
               Well, where do they hold court?

                           BELLHOP
               Hold court, they have to, science 
               lab, the high school.

     An ELDERLY LOOKING JUDGE FELLOW descends from the train, 
     followed by the CADDY with his golf bag.

                           STATION MASTER
               Mornin', judge, what brings you here?

                           JUDGE
               I'm s'posed to hear some deposition, 
               some fool saw the accident last night.

                           JOE
               ...the courthouse burnt down...?

                           STATION MASTER
               Yep.  Courthouse burnt down, 1960.  
               Part of a spate of fires, Old Mill, 
               Courthouse... S'posed to've been set 
               by some deranged teenager.

     Joe looks around.

     ANGLE JOE'S POV

     The old bellhop walking down the tracks.

     ANGLE ON

     Joe, as he turns back into town.

                           ANGLE CLOSE UP
               On the Station Master.

                           STATION MASTER
               Yep, never did discover who set 'em...

     He smiles, and lights his cigar.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 126


72   EXT. COURT HOUSE BUILDING - DAY                               72   

     We see the crowd has moved down the street and the 
     "Courthouse" building is empty.

73   INT. COURT HOUSE BUILDING - DAY                               73   

     Joe enters, and the camera takes him into the deserted 
     building, through the courtroom and, in back, he sees Ann 
     standing alone.  He walks back to her, through the doors 
     which appear to be the Judge's chambers.

     ANGLE REVERSED

     We show that the walls of the Courtroom are the set, and we 
     are back in the "Trials of the Heart" set.  Ann is sitting 
     there.  Reading her play by Joe White.  He looks at her for 
     an explanation.  Maude, the court reporter woman, is sitting 
     in the b.g.  Ann is knitting in pink wool.

                           ANN
               I thought you needed to get it out 
               of your system.

     Ann moves to embrace Joe.  They hear screaming.  They turn.

74   EXT. MAIN STREET - DAY                                        74   

     ANGLE THEIR POV

     At the end of the alleyway, in Main Street.  We see Sherry, 
     the Mayor's wife, leading a crowd.

                           SHERRY
               ...a blight, a blight and an 
               obscenity...that's good English, 
               isn't it?  How's that for 
               entertainment?

                           ANGLE
               At the mouth of the alleyway, on 
               Main Street.  We see:

     ANGLE INS.

     The baseball on which is written "To Chucky from your best 
     friend, Bob Barrenger."

     ANGLE XCU

     The distorted face of Chucky, heaving the baseball.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 127


     ANGLE ON

     Bob Barrenger being led through the crowd, a baseball hitting 
     him in the back of the head, as troopers hustle him toward 
     the courthouse.  In the b.g., Ann and Joe emerging in the 
     alleyway.

     ANGLE ON

     Ann and Joe, who starts to cross the street.  We see the 
     airport van.

                           ANN
               What are you going to do?

                           JOE
               I'm going to tell the truth.

     They start to cross the street.  In the b.g., a little man 
     with a bag (HOWIE) gets out of the airport van.  Joe and Ann 
     walk toward the crowd at the mouth end of the high school.

75   INT. HIGH SCHOOL CORRIDOR - DAY                               75   

     A crowd of people, TV technicians, and a view of Doug on a 
     TV monitor.

                           DOUG
               ...and to exterminate this vermin, 
               yes, I use that term, who have abused, 
               who have desecrated, yes, the license 
               granted to them by a gracious 
               nation...

     ANGLE ON

     Marty and Walt, standing near the monitor, looking on.

     Shaking their heads.

     ANGLE ON

     The monitor.  Doug, seen through the monitor.

                           DOUG (CONT'D)
               ...who spew filth and degradation...
                    (begins to wipe his 
                    head)

     As he does so, a makeup person comes in and sponges him.

                           DOUG (CONT'D)
               ...thank you...

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 128


                           TV REPORTER
               ...you want to clean up?

     ANGLE ON

     Doug, seen "live" in the next room, starting to wipe his 
     brow.

                           DOUG
               Yes, thank you.

     ANGLE ON

     Marty and Walt watching Doug, as he walks down the hall.

                           TECHNICIAN
               Five minutes, and we're going live 
               to the network.

                           DOUG
                    (to himself)
               ...foreign, and un-American 
               perversions of the Democratic process.  
               By those we have entrusted with our 
               dreams...

     ANGLE ON

     Marty and Walt, looking on.

                           WALT
               Do something.

                           MARTY
               You tell me what to do, I'll do it.

     They look on to the preparations for the TV.

                           WALT
               ...and I was just paying off my house 
               in Malibu...

     Ann and Joe push through the crowd.

                           WALT (CONT'D)
               Thank G-d, it's up to you, Pal.  Sup 
               to you...

                           JOE
               I'm out.

                           WALT
               I don't getcha.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 129


                           JOE
               The girl was in the car.

                           WALT
               I treated you like a son or nephew.

                           JOE
               It's no you, it's...

                           WALT
               No, what is it?

                           JOE
               I have to tell the truth.

                           WALT
               ...that's just so narrow...

                           JOE
               The girl was in the car.

                           WALT
               Then you're finished in show business.

                           JOE
               So be it.

                           WALT
               And my company sues your ass for 
               sixty million dollars.

                           JOE
               For what cause?

                           WALT
               I don't need a cause, just a lawyer.

     HOWIE GOLD shows up holding his bag.

                           HOWIE
               I'm a lawyer.

                           MARTY
               Howie...

                           HOWIE
               Yeah?

                           MARTY
               What are you doing here?

                           HOWIE
               What am I doing here is I just flew 
               seven hours cause you asked me here.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 130


                           WALT
               What for?

                           HOWIE
                    (presenting the bag)
               For this...I hope you need it, cause 
               it's coming outta your budget...

     ANGLE INS.:

     The Bag, as Marty opens it - it's full of MONEY.

76   INT. LAVATORY HIGH SCHOOL - DAY                               76   

     Doug is mopping his face up.  He looks up.  Marty is standing 
     there.

                           MARTY
               Hi.

                           DOUG
               I'd prefer it if you didn't speak to 
               me.

                           MARTY
               I....

                           DOUG
               ...you know, there's nothing you 
               could say, that could possibly make 
               a difference, so, why don't you just 
               save your breath...

     Marty puts the case up on the washstand.

                           DOUG (CONT'D)
               What's in the case?

                           MARTY
               Eight-hundred thousand dollars in 
               cash.

     PAUSE

                           DOUG
               And what was it you wanted to say?

                           MARTY
               Gut Yuntif.

77   INT. HIGH SCHOOL CORRIDOR - DAY                               77   

     Ann and Joe passing through.  They stop and Joe comes up to 
     a State Trooper.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 131


     As we press forward the Mob begins to reverse direction and 
     passes back towards Joe.  Leaving the Hall empty, save for 
     the Judge who comes out, putting his robe into his golf bag.

                           JOE
                    (to Judge)
               I've come to give myself up...

                           JUDGE
               Well give yourself up to someone 
               else.  I'm gonna get in some golf.  
               Hiya, Annie.  Give yourself up to 
               her.

     And we see Joe has moved up to the TV monitor, where we see 
     Doug, in the Science Lab, talking to the press, and holding 
     his money bag in his arms.

                           DOUG
               I have learned a lesson.  And the 
               lesson is this...that everybody needs 
               a second chance.  You, me, and these 
               fine, film people here.  You know, 
               they have a high profile, but that 
               doesn't mean they aren't deserving 
               of our trust, and of our respect.  
               You know, I think there is a lesson 
               here, and the lesson is this: it is 
               a lesson of Tolerance...and, as we 
               look at this industry, at this clean, 
               American industry, and as I begin my 
               campaign for congress...

     DISSOLVE

78   EXT. MAIN STREET - DAY                                        78   

     Walt on the scene, talking with the cinematographer, and the 
     Camera Operator, preparing the first shot.  The First A.D.  
     instructing the extras.

                           FIRST A.D.
               Okay.  Are we getting set up 
               here...are we getting set 
               up...People...?  Can we settle...can 
               we settle now...?

79   EXT. MAIN STREET - CONTINUOUS                                 79   

     ANGLE ON

     Ann.  As she, holding the placard starts to cross the street.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 132


     An old farmer smoking a pipe, driving a pick up is stopped 
     by a P.A. talking on a walkie.

     We see that it is the "Judge" who listened to Walt's 
     testimony.  Ann waves to him, and proceeds to the Old 
     Firehouse, where they are about to make a movie...

                           FIRST A.D.
               Okay, this is picture...

     Ann stops at the back of the crowd of onlookers.  She waves 
     to someone.

     ANGLE ANN'S POV

     It is Joe, sitting near the director, who waves back.

     ANGLE ON

     Ann, who is next to Cal, the policeman, now in leather jacket 
     and leaning on his Harley motorcycle.

                           FIRST A.D. (CONT'D)
               Quiet, please...

     ANGLE ON

     The slate, which reads "The Fires Of Home."

80   EXT. MAIN STREET - FIRESTATION - CONTINUOUS                   80   

     Where they are filming the characters in turn of the century 
     garb.  Bob Barrenger, dressed as a fireman, is polishing the 
     old fire engine.  The actor playing Doc Morton walks past.

                           DOC MORTON
               Mornin', Harry.  Heard you had a 
               little fire last night.

                           FIREMAN
               Waal, you didn't have nothin' to do, 
               Doc, wouldn't life be dull...?

     Two nuns walk by.

                           BOB
               Mornin', sister.

                           CLAIRE
                    (in nun garb)
               We missed you in Church today, Frank.

                           BOB
               Sister, I've just come from a fire...

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 133


     ANGLE ON

     Joe, sitting near the camera, looking through the script.

     Reading along, mouthing the words.  He wears the plaid jacket, 
     one sleeve is pink, knitted.

     ANGLE ON

     The on-lookers.  Ann, Cal, next to her, lounging on his 
     motorcycle.  Grace and Maude, Spud and Morris, the Postman, 
     the fake Judge, who is also the man smoking the pipe in the 
     first sequence and is smoking a pipe now, Scott from the 
     hotel, etc.

     ANGLE ON

     Crew, and the film within the film.  We see the lively stable 
     across the way.  On its side are painted various ads.  Among 
     them, one which says: "Stefan P. Bazoomercom" and Marty is 
     standing next to it.  Looking on at the scene being filmed.

     An A.D. brings him a cup of coffee.  The A.D. is passing out 
     pink bubblegum cigars, the bands of which read "It's a Girl!"

     ANGLE ON

     Film within the film, the group at the camera watching, 
     transfixed.

                           SISTER
               ...to come by next Sunday, and we'll 
               give you a second chance.

                           BOB
               Only second chance I know, chance 
               t'make the same mistake twice.

                           SISTER
               Well, time will tell.

     She walks past the "Bazoomer.com" ad.

                           FIRST A.D.
                    (holding cellphone to 
                    his ear)
               That's a cut!

     ANGLE ON

     Ann and Cal, as they talk, the firedog comes over and Ann 
     gives him a biscuit.  In the b.g., we see the man with the 
     pipe get into his pickup and drive off.  The Postman goes 
     off continuing his rounds.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 134


     ANGLE ON

     Ann and Cal as they talk.  Next to them Morris and Spud 
     congratulate each other.  Next to them, we see the fake judge 
     and the bailiff.

                           CAL
               Mom's expecting you for dinner 
               tonight.

                           ANN
               I'll be there.

                           CAL
               You bringing your new friend?

                           ANN
               Sure plan to

                           CAL
                    (pause)
               He have any special delivery 
               requirements?

                           ANN
               He'll eat potroast and like it.

                           CAL
               Go you Huskies?

                           ANN
               You bet your life.

     ANGLE ON

     Joe, as he looks over at Ann and smiles.

     ANGLE ON

     Ann, giving him a "thumbs up" sign as the Firedog comes and 
     sits next to her.  In the b.g., we see the pickup hit the 
     pothole and bounce.

     FADE TO BLACK.

                               THE END