The Sweet Hereafter (1997)
      
Directed by
Atom Egoyan
      
Written by Atom Egoyan
From the novel by Russell Banks




Ian Holm............................ Mitchell Stephens 
Maury Chaykin.......................... Wendell Walker 
Gabrielle Rose....................... Dolores Driscoll 
Peter Donaldson.............................. Schwartz 
Bruce Greenwood .......................... Billy Ansel 
David Hemblen......................... Abbott Driscoll 
Brooke Johnson........................... Mary Burnell 
Arsinée Khanjian........................... Wanda Otto 
Tom McCamus............................... Sam Burnell 
Stephanie Morgenstern......................... Allison 
Earl Pastko.............................. Hartley Otto 
Sarah Polley........................... Nicole Burnell 
Alberta Watson............................ Risa Walker 
Caerthan Banks........................... Zoe Stephens 
Kirsten Kieferle........................... Stewardess


                         THE SWEET HEREAFTER

     FADE IN

 1   INT. SUMMER COTTAGE -- DAY                                     1   

     A young family together in bed.  It is a bright summer 
     morning.  Father, mother, and a three year old girl are still 
     asleep.  They are naked.  A light breeze drifts into the 
     room.  The scene is serene and softly suspended.

     Head credits appear over this idyllic image.  The little 
     girl turns in her sleep.  A dog barks outside.

     CUT TO

 2   INT./EXT.  CAR WASH. -- NIGHT                                  2   

     From the peaceful tableau of the sleeping family, the scene 
     shifts to a vehicle entering a car wash.  The image is shot 
     through the windshield, from the driver's point of view.

     The car enters the lathered world of spinning felt wheels 
     and gushing water.

     CUT TO

 3   INT. CAR WASH. -- NIGHT                                        3   

     Inside the car MITCHELL STEPHENS, a man in his mid-fifties, 
     listens to a stirring piece of music.  The sound of the car 
     wash is filtered out by the strains of music.

     CUT TO

 4   EXT. PHONE BOOTH -- NIGHT                                      4   

     The phone booth is located in a rundown area of a large city.  
     A young woman, ZOE, enters the booth and lifts the receiver.

     CUT TO

 5   INT. CAR WASH. -- NIGHT                                        5   

     MITCHELL STEPHENS is going through the wash.  The automatic 
     mops and buffers embrace his car with water and suds.  The 
     cellular phone in the car rings.  MITCHELL picks it up.

                           MITCHELL
               Yes?  Yes, I'll accept the charges.

                                                       (CONTINUED)

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


     CUT TO

 6   INT. PHONE BOOTH -- NIGHT                                      6   

     ZOE is on the phone.  There's a figure outside the booth 
     waiting for her.

                           ZOE
               Daddy, it's me...How are you doing?  
               That's great...Where are you?  What's 
               that sound?

     CUT TO

 7   INT. CAR WASH. -- NIGHT                                        7   

     MITCHELL in his car, playing with the volume on his radio.

                           MITCHELL
               I'm in a car wash.

     CUT TO

 8   INT. PHONE BOOTH -- NIGHT                                      8   

                           ZOE
               A car wash!  Wow, I've never talked 
               to you when you've been in a car 
               wash.  Make sure you've got the 
               windows closed.

     CUT TO

 9   INT. CAR WASH. -- NIGHT                                        9   

                           ZOE
                    (over the phone)
               Remember that time we were having 
               the car washed and I started playing 
               with the automatic window?  How old 
               was I, Daddy?  Five or six?  I got 
               absolutely soaked, remember?

                           MITCHELL
               Why are you calling me, Zoe?

     CUT TO

10   INT. PHONE BOOTH -- NIGHT                                     10   

                           ZOE
               Why am I calling you?  You're my 
               father.
                           (MORE)

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                                       p. 3


                           ZOE (CONT'D)
               I'm not supposed to call you?  What's 
               the matter with wanting to talk to 
               you, Daddy?

     CUT TO

11   INT. CAR WASH. -- NIGHT                                       11   

                           MITCHELL
               Nothing's wrong with trying to talk 
               to me, Zoe.

                           ZOE
                    (over the phone)
               So what's the problem?

                           MITCHELL
               The problem is I have no idea who 
               I'm talking to right now.

                           ZOE
                    (over the phone)
               'Cause you think I'm stoned, Daddy?  
               'Cause you think I've got a needle 
               stuck in my arm?  Is that what you're 
               thinking, Daddy?

     Pause.  MITCHELL doesn't respond.

     CUT TO

12   INT. PHONE BOOTH -- NIGHT                                     12   

                           ZOE
               Are you wondering if I scored, Daddy, 
               and I'm calling you for money?  That 
               I'm begging?  God, I don't fucking 
               believe it!

     CUT TO

13   INT. CAR WASH. -- NIGHT                                       13   

     MITCHELL is emotionally stunned by ZOE'S voice.  She is heard 
     over the phone.

                           ZOE
                    (over the phone)
               Daddy!  Are you listening to me, 
               Daddy?!

     The music that MITCHELL has been listening to becomes louder 
     as he stares at the spinning felt wheels of the car wash.

                                                       (CONTINUED)

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


                           ZOE (CONT'D)
               DADDY!!!

                           MITCHELL
               Yes.

                           ZOE
               Why can't you talk to me?

                           MITCHELL
               I...I just need to know what state 
               you're in so I know...how to talk to 
               you...how to act...

     MITCHELL is in pain.  He closes his eyes.

     CUT TO

14   INT. PHONE BOOTH -- NIGHT                                     14   

     The phone booth is deserted.  ZOE is nowhere to be seen.

     Over this image, the sounds of a band playing a blues number.

     CUT TO

15   EXT. FAIRGROUND -- DAY                                        15   

     The blues number continues as the camera cranes down to the 
     bandstand of a country fair.  A local band is rehearsing.

     Around the practising band, various carpenters and technicians 
     are making final preparations for that evening's big event.

     One of the people watching the band is SAM BURNELL, a man in 
     his early forties.  He watches his daughter, NICOLE, as she 
     sings into the microphone.  NICOLE is sixteen.

     NICOLE stares at her father as she sings.

     ANGLE ON

     SAM looking back at his daughter.  He is intensely proud of 
     her.  SAM is a carpenter, working on at the fair site.  He 
     gets back to his work, hammering a supporting beam into the 
     grandstand.

     CUT TO

16   INT. AIRPORT. WASHROOM -- AFTERNOON                           16   

     CLOSE UP of a three year old girl, staring up into the lens.

     Her face is full of sweetness and trust.

                                                       (CONTINUED)

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


     ANGLE ON

     MITCHELL STEPHENS in a crowded airport washroom, watching a 
     young father, PETER, trying to change the diaper on his three 
     year old daughter.

     MITCHELL stares at the little girl, his face registering a 
     wistful smile.  PETER is having a hard time trying to find 
     the towel from the toddler's bag and keeping an eye on her 
     at the same time.

                           MITCHELL
               Need a hand?

                           PETER
               Sure, it you could find a towel in 
               this bag.  I know my wife packed one 
               in there...

     MITCHELL comes forward and searches through the toddler's 
     bag.

                           MITCHELL
               You always think you're prepared for 
               these things.

                           PETER
               Tell me about it.

                           MITCHELL
               How old is she?

                           PETER
               Almost three.

                           MITCHELL
                    (finding a towel)
               Is this it?

                           PETER
               Perfect.

                           MITCHELL
               Here we go.

                           PETER
               Thanks.

     PETER lays the towel across the counter, and dries the little 
     girl.  MITCHELL watches as PETER puts a new diaper on her.  
     The toddler stares up at MITCHELL, her eyes are playful.

     MITCHELL stares at the girl's face.

                                                       (CONTINUED)

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


     CUT TO

17   INT. CAR WASH. -- NIGHT                                       17   

     TIME CUT back to MITCHELL honking the horn of his car, trying 
     to get someone's attention.  No response.  MITCHELL picks up 
     his cell phone, and dials the operator.

                           MITCHELL
               Yes, operator, I'm in a strange 
               situation.  I'm calling from my car, 
               and I appear to be stuck in a car 
               wash...A car wash, yes...Is there 
               anyway you could...Hello?...Hello?...

     The line has died.

     MITCHELL searches for an umbrella, finds one, and tries to 
     get out of the car without getting soaked.

     ANGLE ON

     MITCHELL as he leaves the car, trying to protect himself 
     from the onslaught of water with his umbrella.  He is 
     immediately soaked by a large mop.  The camera watches 
     MITCHELL as he makes his way towards light at the end of the 
     wash.

     CUT TO

18   INT. CAR WASH. -- NIGHT                                       18   

     MITCHELL walks into the office of the car wash.  No one is 
     there.  There is an ominous buzz coming from another room.

     MITCHELL moves towards the garage of the car wash/auto repair 
     establishment.  He moves into a larger room, full of discarded 
     auto parts.  The buzzing noise is coming from an electric 
     guitar, which has been left on, and is on the verge of 
     screeching feedback.

     Someone was just here.  They are nowhere to be seen.

                           MITCHELL
               Hello?

     No response.  MITCHELL picks up the guitar, which begins to 
     produce a terrifying electronic feedback.

                                                       (CONTINUED)

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


     CUT TO

19   EXT. FAIRGROUND -- DAY                                        19   

     SAM and NICOLE wander through the fairground.  Various rides 
     and concession stands are being set up.  SAM has his arm 
     around NICOLE.

                           SAM
               That was great.

                           NICOLE
               Really?

                           SAM
               You're going to blow everyone away.

                           NICOLE
               You mean it?

                           SAM
               Of course.

                           NICOLE
               You don't sound like one hundred 
               percent absolutely sure.

                           SAM
               I am.  Really.  It was awesome.

     NICOLE assesses SAM.  Sensing his sincerity, she throws her 
     arms around him in a gesture of unabashed excitement.

                           NICOLE
               I'm so happy, Daddy.

     CUT TO

20   EXT. BIDE-A-WILE MOTEL -- DUSK                                20   

     MITCHELL STEPHEN'S car pulls into the parking lot of this 
     run-down roadside motel.  In the fading light, a magnificent 
     mountain range is seen in the background.

     CUT TO

21   INT. BIDE-A-WILE MOTEL -- EVENING                             21   

     MITCHELL enters the reception area, and rings a bell on the 
     desk.  After a few moments RISA WALKER appears.  She is an 
     exhausted looking woman in her mid-thirties, once attractive 
     but very run-down.  RISA stares at MITCHELL'S soaked clothes.

                                                       (CONTINUED)

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


                           MITCHELL
               Hello.

                           RISA
               Is it raining outside?

                           MITCHELL
               No, I...had an accident.

     Pause.  RISA stares at MITCHELL, her expression somewhere 
     else.

                           MITCHELL (CONT'D)
               Do you have a room?

                           RISA
               Will you be spending more than a 
               night?

                           MITCHELL
               Hard to say.  I might have...some 
               business here.

     A voice is heard from the darkness beyond the desk.

                           WENDELL
               Are you a reporter?

                           MITCHELL
               No.

     WENDELL WALKER, RISA'S husband, appears from the darkness.

                           WENDELL
               You here about the accident?

     MITCHELL stares at WENDELL'S haunted eyes, then looks back 
     at RISA.  He immediately knows their story.

                           MITCHELL
               Yes.  I'm a lawyer.  I realize this 
               is an awful time, but it's important 
               that we talk.

     CUT TO

22   EXT. FAIRGROUND -- DAY                                        22   

     A group of men are setting up the ferris wheel for the country 
     fair.  SAM and NICOLE walk into the shot, eating ice cream 
     cones.  SAM waves at someone he recognizes in the distance.

                           SAM
               Let's sit down.

                                                       (CONTINUED)

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


     NICOLE nods, her mind elsewhere.

     CUT TO

23   EXT. FAIRGROUND -- DAY                                        23   

     SAM and NICOLE are sitting at an outside table, finishing 
     their cones.

     A school bus pulls up into the fairground.  NICOLE watches 
     as young children spill out of the bus and gather outside.

     NICOLE smiles at this scene.  SAM notices, turns around to 
     see the children, then turns back to NICOLE.

                           SAM
               What's so funny?

                           NICOLE
               Just the way Dolores gets so excited 
               about bringing the kids to check out 
               the animals.  It's like the biggest 
               thing in her life.

     ANGLE ON

     DOLORES DRISCOLL, a warm and cheery woman in her forties, 
     leading the young children into the large exhibition barn on 
     the fair site.

                           DOLORES
               Alright, kids.  I want you all to 
               listen to me.  Rule number one  No 
               one is allowed to stick their fingers 
               into the cages.  I don't care how 
               cute some of these animals may be, 
               the fact is they don't like being 
               here, no matter how many ribbons 
               some of them have won...

     CUT TO

24   INT. BIDE-A-WILE MOTEL -- EVENING                             24   

     MITCHELL STEPHENS is having a meeting with WENDELL and RISA 
     WALKER in their livingroom behind the reception area.

     MITCHELL has a pad of paper and is taking notes.

                           WENDELL
               Kyle Lambston's a drunk.  Nobody 
               likes him.  He's a nasty piece of 
               work.

                                                       (CONTINUED)

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


                           MITCHELL
               In what way?

                           WENDELL
               Been drinking since high school.  
               Fucked himself up.  Used to be smart 
               enough.

                           MITCHELL
               Any criminal record?

                           WENDELL
               Probably half a dozen traffic 
               convictions.  Drunk driving.  Lost 
               his licence.  That's why he don't 
               work no more.  Can't get off that 
               shitty dump they live on.  What little 
               money comes in goes to booze.

                           MITCHELL
               How does the family survive?

                           WENDELL
               Don't know.  Food banks, welfare, 
               church charity.  They scrape by.

     MITCHELL looks at RISA, who has remained silent.

                           MITCHELL
               What about Doreen?

                           RISA
               She...she was a friend of mine.

                           MITCHELL
               When?

                           RISA
               At school.  She fell for Kyle just 
               before we graduated.  Got pregnant, 
               and...went to live in a trailer up 
               on a woodlot Kyle's dad used to own.  
               Kyle started spending more and more 
               time at the Spread Eagle...

                           MITCHELL
               That's the local bar?

                           RISA
                    (nodding)
               ...coming home drunk and I guess 
               feeling trapped by his life and 
               blaming her for that...and...

                                                       (CONTINUED)

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


     RISA hesitates.

                           WENDELL
               Taking it out on her.

     MITCHELL stops taking notes, and looks at the WALKERS.

                           MITCHELL
               He beat her?

     RISA nods.  MITCHELL crosses the LAMBSTONS off of his list.

     He looks up at RISA and WENDELL.

                           MITCHELL (CONT'D)
               You see, to do this right, to actually 
               have a chance at winning - of getting 
               some money to compensate you for the 
               loss of your boy - we need folks 
               like you.  Sensitive, loving parents.  
               People with no criminal background 
               or history of trouble in town.  Do 
               you understand?

     The WALKERS nod.

                           MITCHELL (CONT'D)
               Now, of all these parents you've 
               told me about whose kids were killed, 
               who would you consider to be good 
               upstanding neighbors?

     RISA stares hard at MITCHELL.

                           RISA
               What do you mean?

                           MITCHELL
               People who will help our cause.

     Pause.

                           RISA
               Well, there's the Hamiltons.  Joe 
               and Shelly Hamilton.

                           WENDELL
                    (caustically)
               Yeah, right.

     Beat.  MITCHELL looks at WENDELL, waiting for an explanation.

                                                       (CONTINUED)

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


                           WENDELL (CONT'D)
               I mean, everyone knows Joey steals 
               antiques from summer cottages.  
               Resells them to dealers in the city.  
               He's been doing that for years.

     MITCHELL regards WENDELL with a slight smile of admiration.

                           MITCHELL
               That's great, Wendell.  That's the 
               sort of thing I need to know.  So it 
               doesn't come back to haunt our case 
               later on.

                           RISA
               There's the Prescots...

                           WENDELL
               That sonofabitch owes thousands to 
               the bank and half the businesses in 
               town.  He's about to lose his house 
               and car.

                           RISA
               But Charlene...

                           WENDELL
               Charlene's over at the Spread Eagle 
               every other night.  Sleeps with 
               whatever she can get her hands on.  
               She'll go down for a pat on the head 
               and a fistful of peanuts.

     MITCHELL is taking notes.

                           WENDELL (CONT'D)
               Don't even think of the Bilodeaus or 
               the Atwaters.  They're all inbred.

                           RISA
               The Ottos.

     Pause.  MITCHELL waits.  No response from WENDELL.

                           MITCHELL
               Tell me about the Ottos.

                           RISA
               Wanda and Hartley.  They lost Bear.  
               He was their adopted son.  A beautiful 
               boy.  Indian.

                           MITCHELL
               Indian?

                                                       (CONTINUED)

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


                           RISA
               Yes.

                           MITCHELL
               That's good.  Judges like adopted 
               Indian boys.  Tell me more about the 
               Ottos.

     As RISA talks, MITCHELL takes notes.

                           RISA
               They're smart.  Been to college.  
               They moved here from the city about 
               a dozen years ago.

                           MITCHELL
               What do they do?

                           RISA
               Crafts.

                           MITCHELL
               Crafts?

                           RISA
               Wanda does these photographic things.  
               That's one of her pictures on the 
               wall.

                           WENDELL
               Yeah, well, they probably smoke weed.

                           RISA
               You don't know that.

                           MITCHELL
               Have they ever been busted?

                           RISA
               No.

                           WENDELL
               You don't know is what you mean.

     MITCHELL regards the tension between RISA and WENDELL as he 
     continues to make notes.

     MITCHELL'S cell phone rings.  He answers it.

                           MITCHELL
               Yes, I'll accept the charges.

     MITCHELL stands up.

                                                       (CONTINUED)

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


                           MITCHELL (CONT'D)
               Do you mind if I step outside for a 
               moment?  It's a private call.

     The WALKERS nod as MITCHELL moves outside.

     CUT TO

25   EXT. BIDE-A-WILE MOTEL -- DUSK                                25   

     MITCHELL speaks into his cellular phone.

                           MITCHELL
               Zoe...Zoe, where are you?

     CUT TO

26   INT. AIRPLANE. FIRST CLASS CABIN -- DAY                       26   

     A newscaster is giving a report on the television screen of 
     a first class airplane cabin.  The image is silent.

     This scene takes place two years after the accident.

     MITCHELL STEPHENS is playing with his headset, which doesn't 
     seem to be working.  He summons a STEWARDESS over.

                           MITCHELL
               I'm not getting any sound.

     The STEWARDESS checks the headset and confirms the problem.

                           STEWARDESS
               I'll find you another pair.

     The STEWARDESS leaves.

     A young woman seated beside MITCHELL hands him her headset.

                           ALISON
               You can have mine.

     MITCHELL takes ALISON'S headset.  Their eyes lock for a 
     moment.

                           ALISON (CONT'D)
               Yes, we do know each other.  I'm 
               Alison Jones.

                           MITCHELL
               Alison Jones.

                                                       (CONTINUED)

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


                           ALISON
               I was a friend of Zoe's.  We went to 
               school together.  I used to come to 
               your house.

                           MITCHELL
                    (pretending to remember)
               Yes.

                           ALISON
               Ally.  That was my nickname.

                           MITCHELL
               Ally.  That's right.

                           ALISON
               How are you?

                           MITCHELL
               I'm just fine, Ally.  What about 
               you?

                           ALISON
               I'm fine.  Still working with my 
               father.

                           MITCHELL
               And what does he do again?

                           ALISON
               He used to work with you.  Until you 
               found out he was having an affair 
               with your wife.

     Pause.  MITCHELL finally remembers ALISON JONES.

                           MITCHELL
               Ally Jones.

                           ALISON
               How is Mrs. Stephens?

                           MITCHELL
               We're...not together.

                           ALISON
               I'd heard that.  But she's well?

                           MITCHELL
               Yes...fine.

                           ALISON
               And Zoe?  How's Zoe?

                                                       (CONTINUED)

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


     Pause.  The STEWARDESS comes back with a new headset.  She 
     notices the set that ALISON has given him.

                           STEWARDESS
               Oh, you've beaten me to it.

     The STEWARDESS hands the headset to ALISON.

                           STEWARDESS (CONT'D)
               Here.

     The camera has remained fixed on MITCHELL'S face.

     CUT TO

27   EXT. ROADSIDE -- MORNING                                      27   

     WANDA and HARTLEY OTTO are waiting for the school bus with 
     their adopted son BEAR.

     The bus arrives, and the door opens to reveal DOLORES 
     DRISCOLL, who is driving.

                           DOLORES
               Good morning, Wanda.  Hi, Hartley.

                           WANDA
               Hi, Dolores.

     DOLORES watches as WANDA and HARTLEY OTTO affectionately say 
     goodbye to their boy.  WANDA gives BEAR a photograph, which 
     has strong psychedelic influences.  BEAR shows it proudly to 
     DOLORES.

                           WANDA (CONT'D)
               What do you think?

                           DOLORES
               Well, it's certainly what you'd call 
               interesting.

                           WANDA
                    (laughing)
               You hate it.

                           DOLORES
               I didn't say that.

                           WANDA
               I could wrap it up.  Protect the 
               other kids.

                           DOLORES
               I'll just strap it on the roof.

                                                       (CONTINUED)

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


                           WANDA
               It's for the school bazaar.

                           DOLORES
               Oh, it's bizarre alright.  C'mon 
               Bear.  Let's get you out of here.

                           WANDA
               Away from your crazy Mom.

                           DOLORES
                    (voice over)
               The Ottos always waited for the bus 
               with Bear.  They were the only parents 
               who did that, together like that.  I 
               guess they're what you might call 
               hippies.

                           MITCHELL
                    (voice over)
               What do you mean by that, Mrs. 
               Driscoll?

     CUT TO

28   INT. DOLORES'S HOUSE -- DAY                                   28   

     DOLORES and MITCHELL are in the modest livingroom of DOLORES'S 
     house.  The conversation continues from the previous voice 
     over.

     In the corner of the room sits ABBOTT, DOLORES'S husband.

     ABBOTT has suffered a massive stroke, and seems to be 
     completely paralyzed.  His presence, however, is intense and 
     powerful.

     MITCHELL frequently looks over to ABBOTT during his 
     conversations with DOLORES.  ABBOTT is always watching him 
     like a hawk, making MITCHELL uneasy.

                           DOLORES
               Dolores.  No one calls me 'Mrs. 
               Driscoll'.

                           MITCHELL
               What do you mean by that, Dolores?

                           DOLORES
               About the Ottos?

                           MITCHELL
               Yes.  What do you mean by 'hippies'?

                                                       (CONTINUED)

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


                           DOLORES
               I mean, the way they look.  Their 
               hair and clothing...

                           MITCHELL
               Do they have any reputation for drugs?

                           DOLORES
               No, nothing like that.  The Ottos 
               are what I'd call model citizens.  
               They're regular at town meetings.  
               They give their opinions  in a 
               respectful way.  They always help 
               out at various fund-raising bazaars 
               in town, though they aren't church 
               goers.

                           MITCHELL
               And they loved Bear.

                           DOLORES
               Oh yes.  Like I said, they always 
               came out together to see him off to 
               school.  It's like he was their little 
               treasure.  He was such a beautiful 
               boy.  That's a picture of him on the 
               wall there, behind Abbott.

     MITCHELL turns around to find the picture of BEAR.

     It is right behind ABBOTT'S head, so MITCHELL has to divide 
     his attention between the cute PHOTOGRAPH of BEAR clutching 
     a prize rabbit at last year's county fair, and ABBOTT'S 
     glaring eyes.

     ANGLE ON

     The PHOTOGRAPHS of various children with their pets.  Some 
     have ribbons.

                           DOLORES (CONT'D)
                    (voice over)
               Those are all from the fair last 
               year.  Abbott and me were judges at 
               the pet show.

                           MITCHELL
               For rabbits?

                           DOLORES
                    (nodding)
               Abbott used to breed them 'til he 
               had the stroke.  Bear won first prize.
                           (MORE)

                                                       (CONTINUED)

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


                           DOLORES (CONT'D)
               Just look at the smile on his face.  
               He was one of those children that 
               bring out the best in people.  He 
               would have been a wonderful man.

     ANGLE ON

     MITCHELL as he stares at the photo of BEAR.

     CUT TO

29   EXT. SCHOOL BUS -- MORNING                                    29   

     The camera is outside the bus, looking at BEAR as he finishes 
     waving to his parents.

     ANGLE ON

     BEAR'S P.O.V. of WANDA and HARTLEY disappearing as the bus 
     pulls away.

     CUT TO

30   INT. SCHOOL BUS -- MORNING                                    30   

     The camera moves inside the crowded bus, peering at the 
     childrens' activity as they play with each other in the bus.

     ANGLE ON

     JESSICA and MASON ANSEL are seated at the back of the bus, 
     looking out the rear window, waving at someone.

     CUT TO

31   EXT. SCHOOL BUS -- MORNING                                    31   

     JESSICA and MASON are seen waving at...

     BILLY ANSEL, driving behind them in his pick up truck.  He 
     waves back at his children.

                           DOLORES
                    (voice over)
               Billy Ansel started honking at us up 
               around Upper Hat Creek.  He always 
               started to do that when he caught up 
               to the bus.  He'd wave at his kids, 
               Jessica and Mason, who always sat at 
               the back.  Normally, he followed us 
               the whole distance over the ridge 
               towards the school.

                                                       (CONTINUED)

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


     CUT TO

32   INT. DOLORES'S HOUSE -- DAY                                   32   

     The conversation between MITCHELL and DOLORES continues from 
     the previous scene.

                           MITCHELL
               So Billy was driving behind the bus 
               at the time of the accident?

     DOLORES nods.  Her expression is distant.

                           DOLORES
               Billy loved to see his kids in the 
               bus.  They always sat in the back, 
               so they could wave to each other.  
               It comforted him.

                           MITCHELL
               From what?

                           DOLORES
                    (confused)
               From what?

                           MITCHELL
               Did he have any particular problems 
               that you knew of?  Financial 
               pressures...run-ins with the law...

                           DOLORES
               No, nothing like that.  Billy's wife, 
               Lydia, died of cancer a few years 
               ago.  He took over raising the 
               children by himself.  It was obvious 
               how much he missed Lydia.

                           MITCHELL
               You talked about it?

                           DOLORES
               No.
                    (beat)
               I saw it on his face.

     Pause.  DOLORES stares at MITCHELL.

     CUT TO

33   EXT. BILLY'S PICK-UP -- MORNING                               33   

     Through the windshield, the camera fixes on BILLY'S face as 
     he stares at his children.

                                                       (CONTINUED)

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


     ANGLE ON

     Inside the cab of his pick up, BILLY dials a number on his 
     cell phone.  He continues to wave at his children as he speaks 
     into the phone.

                           BILLY
                    (into the phone)
               Hi...Can you talk?  I'm on my way to 
               work...I'm waving at them now...What's 
               that noise?

     CUT TO

34   EXT. BIDE-A-WILE MOTEL -- MORNING                             34   

     RISA is on a cordless phone.  She has just finished cleaning 
     a room.  WENDELL is hammering in the background.

                           RISA
               Wendell's working on the roof.  He 
               thinks he's fixing a leak.  As far 
               as I'm concerned he's just punching 
               in a few new holes.

     CUT TO

35   INT. BILLY'S PICK-UP -- MORNING                               35   

     BILLY smiles as he continues the conversation.

                           BILLY
               Nicole's coming over to look after 
               the kids tonight.  She'll be there 
               around six.

                           RISA
               Billy, that's too early.

                           BILLY
               She said she's got to be home by 
               nine.

                           RISA
               Can't you make it later?

                           BILLY
               Look, I'll be waiting in the room.  
               You get over as soon as you can.  
               Okay?

                           RISA
               I guess.

                                                       (CONTINUED)

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


     CUT TO

36   EXT. ROAD. -- MORNING                                         36   

                           HELICOPTER AERIAL SHOT
               The bus and the pick-up are travelling 
               through a beautiful mountain pass.

     CUT TO

37   INT. AIRPLANE. FIRST CLASS CABIN -- DAY                       37   

     MITCHELL continues his conversation with ALISON as they eat 
     dinner.

                           ALISON
               I'm glad to hear that Zoe's okay.

                           MITCHELL
               Are you still in touch?

                           ALISON
               Not really.  The last time I saw her 
               was at that clinic.  That was a long 
               time ago.

                           MITCHELL
               Which one?

                           ALISON
               Which one?

                           MITCHELL
               Which clinic?

                           ALISON
               I don't remember the name.  It was 
               near a beach.

                           MITCHELL
               Sunnyridge.  That was a long time 
               ago.

     Beat.  ALISON proceeds cautiously.

                           ALISON
               So there were others?

                           MITCHELL
                    (as he eats)
               Other clinics?  Oh sure.  Clinics, 
               half-way houses, treatment centers, 
               detox units...

                                                       (CONTINUED)

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


                           ALISON
               Then...when did she get better?

                           MITCHELL
               She didn't.

                           ALISON
               But you said...

                           MITCHELL
               That's where I'm going.  To see her.

                           ALISON
               She's in trouble?

                           MITCHELL
               Yes.
                    (beat)
               Do you find there's something strange 
               about this meat?

     ALISON stares at her plate.  MITCHELL summons the STEWARDESS.

                           STEWARDESS
               Some more wine?

                           MITCHELL
               I'm afraid this meat is overdone.

                           STEWARDESS
               I'm sorry about that, Mr. Stephens.  
               Would you like to try the fish?

                           MITCHELL
               What is it?

                           STEWARDESS
               Poached salmon.

     MITCHELL considers this.  He is polite, but slightly edgy.

                           MITCHELL
               Do you have a cold plate?

                           STEWARDESS
               We do.

                           MITCHELL
               Is there shrimp on it?

                           STEWARDESS
               Yes.

                                                       (CONTINUED)

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


                           MITCHELL
               If you could pick the shrimp off, as 
               well as anything that touches the 
               shrimp...

                           STEWARDESS
                    (smiling)
               I'm not sure if that will leave much 
               on the plate.

                           MITCHELL
               Well, let's see what we get.

     The STEWARDESS leaves with MITCHELL'S food.  MITCHELL gets 
     up.

                           MITCHELL (CONT'D)
                    (to ALISON)
               If you could excuse me for a moment.

     ALISON nods.  MITCHELL leaves.  ALISON picks at her meat 
     undecidedly.

     CUT TO

38   INT. AIRPLANE. FIRST CLASS CABIN -- DAY                       38   

     In the mirror of the tiny washroom of the plane, MITCHELL 
     washes some water on his face.  He stares at his reflection 
     in the mirror.

     CUT TO

39   EXT. THE OTTOS HOUSE. -- DAY                                  39   

     MITCHELL approaches the house of HARTLEY and WANDA OTTO.  He 
     gets out of his car and knocks on the door.

     WANDA OTTO answers.  She has been crying.  The two stare at 
     each other.

                           MITCHELL
               Mrs. Otto, my name is Mitchell 
               Stephens.  The Walkers told me you 
               might be willing to talk to me.

     Pause.

                           MITCHELL (CONT'D)
               I'm sorry for coming over unannounced 
               like this, Mrs. Otto, but the Walkers 
               said you would understand.  I know 
               it's an awful time, but it's important 
               that we talk.

                                                       (CONTINUED)

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


                           WANDA
               Who are you?

                           MITCHELL
               I'm a lawyer.

                           WANDA
               You can't come here.

                           MITCHELL
               Please, let me explain.  I'll only 
               take a moment of your time.

                           WANDA
               No.

                           MITCHELL
               Please.

     WANDA pauses, stares at MITCHELL, then lets him in.

     CUT TO

40   INT. THE OTTOS HOUSE. -- DAY                                  40   

     MITCHELL walks into the OTTO residence.  It is a large two-
     storey space divided into several smaller chambers with sheets 
     of brightly colored cloth - tie-dyes and Indian madras - 
     that hang from wires.

     On a low brick platform in the centre of the main chamber is 
     a large wood-burning stove.  A few feet from the stove, 
     sitting on an overstuffed cushion, is HARTLEY OTTO.

     HARTLEY is listening to music on his headphones.  He is very 
     stoned.  WANDA moves over, and pulls the headphones off her 
     husband's head.

                           WANDA
               We have a guest.  What did you say 
               your name was?

                           MITCHELL
               Mitchell Stephens.

     MITCHELL hands them a card.  HARTLEY reads it with 
     deliberation.

                           WANDA
               The Walkers sent him by.

     HARTLEY rises up.  He stares at MITCHELL.  A tense pause.

                                                       (CONTINUED)

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


                           HARTLEY
               You want a cup of tea or something?

                           MITCHELL
               A cup of tea would be nice.
                    (beat)
               Would it be alright if I sit down 
               for a few minutes, Mrs. Otto?  I 
               want to talk to you.

     WANDA stares at MITCHELL.  No response.  MITCHELL waits a 
     beat, then seats himself rather uncomfortably on a large 
     pillow.  He is unsure whether to cross his legs, or fold 
     them under his chin.

                           MITCHELL (CONT'D)
               The Walkers spoke very highly of 
               you.

                           WANDA
               You've been retained?

                           MITCHELL
               Yes.

                           WANDA
               Their child died, and they got a 
               lawyer.

     Pause.  MITCHELL assesses WANDA'S energy.

                           MITCHELL
               It should be said that my task is to 
               represent the Walkers only in their 
               anger.  Not their grief.

                           WANDA
               Who did they get for that?

                           MITCHELL
               You are angry, aren't you, Mrs. Otto?  
               That's why I'm here.  To give your 
               anger a voice.  To be your weapon 
               against whoever caused that bus to 
               go off the road.

                           WANDA
               Dolores?

                           MITCHELL
               It's my belief that Dolores was doing 
               exactly what she'd been doing for 
               years.
                           (MORE)

                                                       (CONTINUED)

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


                           MITCHELL (CONT'D)
               Besides, the school board's insurance 
               on Dolores is minimal.  A few million 
               at the very most.  The really deep 
               pockets are to be found in the town, 
               or in the company that made the bus.

                           WANDA
               You think someone else caused the 
               accident?

                           MITCHELL
               Mrs.  Otto,  there is no such thing 
               as an accident.  The word doesn't 
               mean anything to me.  As far as I'm 
               concerned, somebody somewhere made a 
               decision to cut a corner.  Some 
               corrupt agency or corporation 
               accounted the cost variance between 
               a ten-cent bolt and a million dollar 
               out-of-court settlement.  They decided 
               to sacrifice a few lives for the 
               difference.  That's what's done, 
               Mrs. Otto.  I've seen it happen so 
               many times before.

     HARTLEY returns with the tea.

                           HARTLEY
               But Dolores said she saw a dog and 
               tried to...

                           MITCHELL
               How long has Dolores been driving 
               that bus, Mr. Otto?  How many times 
               has she steered clear of danger?  
               What went wrong that morning?

     MITCHELL takes the cup of tea.

                           MITCHELL (CONT'D)
               Someone calculated ahead of time 
               what it would cost to sacrifice 
               safety.  It's the darkest, most 
               cynical thing to imagine, but it's 
               absolutely true.  And now, it's up 
               to me to make them build that bus 
               with an extra bolt, or add an extra 
               yard of guard rail.  It's the only 
               way we can ensure moral responsibility 
               in this society.  By what I do.

     Pause.

                                                       (CONTINUED)

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


                           WANDA
               So you're just the thing we need.

                           MITCHELL
               Excuse me?

                           WANDA
               Isn't that what you want us to 
               believe?  That we're completely 
               defenseless?  That you know what's 
               best?

                           MITCHELL
               Listen to me, Mrs Otto.  Listen very 
               carefully.  I do know what's best.  
               As we're sitting here the town or 
               the school board or the manufacturer 
               of that bus are lining up a battery 
               of their own lawyers to negotiate 
               with people as grief-stricken as 
               yourselves.  And this makes me very, 
               very mad.  It's why I came all the 
               way up here.  If everyone had done 
               their job with integrity your son 
               would be alive this morning and safely 
               in school.  I promise you that I 
               will pursue and reveal who it was 
               that did not do their job.  Who is 
               responsible for this tragedy.
               Then, in your name and the Walkers' 
               name and the name of whoever decides 
               to join us, I shall sue.  I shall 
               sue for negligence until they bleed.

     Pause.

                           WANDA
               I want that person to go to jail.  
               For the rest of his life.  I want 
               him to die there.  I don't want his 
               money.

     MITCHELL nods sympathetically.

                           MITCHELL
               It's unlikely that anyone will go to 
               prison, Mrs. Otto.  But he or his 
               company will pay in other ways.  And 
               we must make them pay.  Not for the 
               money or to compensate you for the 
               loss of your son.  That can't be 
               done.  But to protect other innocent 
               children.
                           (MORE)

                                                       (CONTINUED)

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


                           MITCHELL (CONT'D)
               You see, I'm not just here to speak 
               for your anger, but for the future 
               as well.
                    (beat)
               What we're talking about is an ongoing 
               relationship to time.

     Pause.  HARTLEY looks at MITCHELL'S teacup.

                           HARTLEY
               I didn't ask if you wanted milk.

                           MITCHELL
               No.  A little sugar though.

                           HARTLEY
               We've only got honey.

                           MITCHELL
               I'll...take it straight.

     MITCHELL maintains his eye contact with WANDA.

                           WANDA
               Are you expensive?

                           MITCHELL
               No.  If you agree to have me represent 
               you in this suit, I will require no 
               payment until after the case is won, 
               when I will require one third of the 
               awarded amount.  If there is no award 
               made, then my services will cost you 
               nothing.  It's a standard agreement.

                           WANDA
               Do you have this agreement with you?

                           MITCHELL
               It's in my car.

     MITCHELL gets up.

                           MITCHELL (CONT'D)
               I'll just be a minute.  Anyhow, you 
               should discuss this all without me 
               before you make any decision.

     MITCHELL moves to the door.

                                                       (CONTINUED)

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


     CUT TO

41   EXT. THE OTTOS HOUSE. -- DAY                                  41   

     MITCHELL leaves the house and moves to his car.  He gets 
     inside and closes the door.

     Once inside, MITCHELL opens his briefcase and takes out an 
     agreement for the OTTOS.  Something inside the briefcase 
     catches his attention.

     ANGLE ON

     A photograph of ZOE.

     MITCHELL stares at this photograph.

                           MITCHELL
                    (voice over)
               I've done everything the loving father 
               of a drug addict is supposed to do...

     CUT TO

42   INT. AIRPLANE. FIRST CLASS CABIN -- EVENING                   42   

     MITCHELL and ALISON have finished dinner.  MITCHELL is 
     drinking a triple scotch.

                           MITCHELL
                    (continuing from voice 
                    over)
               ...I've sent her to the best 
               hospitals, she's seen all the best 
               doctors.  It doesn't matter.  Two 
               weeks later she's on the street.  
               New York, Vancouver, Pittsburgh, 
               Toronto, L.A.  The next time I hear 
               from her, it's a phone call scamming 
               for money.  Money for school, or 
               money for a new kind of therapist, 
               or money for a plane ticket home.  
               'Oh Daddy, just let me come home... 
               Please, Daddy, I have to see you...'  
               But she never comes home.  I'm always 
               at the airport, but she's never there.  
               Ten years of this, ten years of these 
               lies, of imagining what happens if I 
               don't send the money, of kicking 
               down doors and dragging her out of 
               rat-infested apartments, of explaining 
               why that couldn't be my daughter in 
               a porn flick someone saw... well,
                           (MORE)

                                                       (CONTINUED)

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


                           MITCHELL (CONT'D)
               enough rage and helplessness, and 
               your love turns to something else.

                           ALISON
                    (soft)
               What...does it turn to?

                           MITCHELL
               It turns to steaming piss.

     Pause.  ALISON is shocked by MITCHELL'S intensity.  He 
     collects himself.

                           MITCHELL (CONT'D)
               I'm...so sorry.

                           ALISON
               That's okay.

     CUT TO

43   EXT. BILLY'S HOUSE. -- LATE DAY                               43   

     BILLY is chasing his kids around the yard of their house.

     NICOLE appears, and watching BILLY play with JESSICA and 
     MASON.  BILLY notices her, and runs up breathlessly,

                           BILLY
               Hi, Nicole.

                           NICOLE
               Hi, Mr. Ansel.  Hi, Jessica, Mason...

                           BILLY
               They just finished supper.

                           NICOLE
                    (to the kids)
               Was it good?

     The children shake their heads.  NICOLE and BILLY laugh.

                           BILLY
               I'll be back around nine.

                           NICOLE
               Okay.

                                                       (CONTINUED)

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


     CUT TO

44   INT. GAS STATION -- DUSK                                      44   

     BILLY is playing his electric guitar in the same garage that 
     MITCHELL walked into at the beginning of the film.

     This is the gas station/repair shop/car wash that BILLY runs.

     BILLY checks his watch, and takes his guitar off.  He leaves 
     the garage.

     CUT TO

45   EXT. BIDE-A-WILE MOTEL -- DUSK                                45   

     BILLY is walking along a path behind the hotel, making sure 
     that he is not seen.  He sneaks into Room 11.

     CUT TO

46   INT. BIDE-A-WILE MOTEL -- EVENING                             46   

     BILLY is sitting in a chair in Room 11, smoking a cigarette.

     The room is dark.  After a while, RISA enters through the 
     door and slips inside.

                           RISA
               Have you been waiting long?

                           BILLY
               A while.

                           RISA
               Billy, do you have to smoke?  Wendell 
               can smell if someone's been smoking.

     BILLY gets up to put out his cigarette in the toilet.  He 
     notices some work tools in the washroom.

                           BILLY
               What's all this?

                           RISA
               Wendell put some fresh enamel on 
               that break in the tub.

                           BILLY
               Does this mean I can't take a shower?

                           RISA
               No.  It should be dry by now.

                                                       (CONTINUED)

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


     BILLY nods.  He turns around, looks at RISA, and begins to 
     unbutton her shirt.  RISA stops him, smiles, and kisses BILLY.  
     After a moment, she pulls away, unbuckles her belt, and slips 
     off her jeans.  She moves to the bed.

                           BILLY
               What time's he coming home?

                           RISA
               When the game's over, I guess.

     BILLY moves to the radio and turns it on, tuning into a hockey 
     game.  RISA laughs.  He lowers the volume.  RISA takes off 
     her shirt, and moves behind BILLY, kissing his neck.  BILLY 
     closes his eyes.

     CUT TO

47   INT. BILLY'S HOUSE. -- EVENING                                47   

     JESSICA and MASON, BILLY'S children, are being read to sleep 
     by NICOLE.  She reads from Robert Browning's THE PIED PIPER 
     OF HAMELIN.

                           NICOLE
               The Pied Piper of Hamelin.  By famous 
               Hanover city; The river Weser, deep 
               and wide, Washes its wall on the 
               southern side; A pleasanter spot you 
               never spied; But, when begins my 
               ditty...

                           MASON
               What's a ditty again?

                           NICOLE
               It's like a song.

                           MASON
               Oh.

                           NICOLE
               When begins my ditty, Almost five 
               hundred years ago, To see the 
               townsfolk suffer so From vermin, was 
               a pity...

                           MASON
               What's vermin again?

                           NICOLE
               Rats!
                           (MORE)

                                                       (CONTINUED)

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


                           NICOLE (CONT'D)
               They fought the dogs and killed the 
               cats, And bit the babies in the 
               cradles, And ate the cheeses out of 
               vats.  And licked the soup from the 
               cook's own ladles, Split open the 
               kegs of salted sprats, Made nests 
               inside men's Sunday hats, And even 
               spoiled the women's chats, By drowning 
               their speaking With shrieking and 
               squeaking In fifty different sharps 
               and flats...

                           MASON
               Nicole?

                           NICOLE
               Yes.

                           MASON
               Can I sit beside you on the bus 
               tomorrow?

                           NICOLE
               Don't you usually like to sit at the 
               back?  To wave at your Dad?

                           MASON
               I want to sit beside you tomorrow.

                           NICOLE
               Okay.

     NICOLE covers JESSICA, and gets up to leave.

                           MASON
               Nicole?

                           NICOLE
               What, Mason?

                           MASON
               Did the Pied Piper take the children 
               away because he was mad that the 
               town didn't pay him?

                           NICOLE
               That's right.

                           MASON
               Well, if he knew magic - if he could 
               get the kids into the mountain - why 
               couldn't he use his pipe to make the
                           (MORE)

                                                       (CONTINUED)

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


                           MASON (CONT'D)
               people pay him for getting rid of 
               the rats?

                           NICOLE
               Because...he wanted to them to be 
               punished.

                           MASON
               The people in the town?

                           NICOLE
               Yes.

                           MASON
               So he was mean?

                           NICOLE
               No.  Not mean.  Just...very angry.

                           MASON
               Oh.

                           NICOLE
               Should I keep reading?

                           MASON
               Okay.

     NICOLE smiles at MASON.  JESSICA is already asleep.

     CUT TO

48   INT. BIDE-A-WILE MOTEL -- EVENING                             48   

     Room 11 at the Bide-A-Wile.  RISA is naked, sitting cross- 
     legged on the bed.  BILLY has just gotten into the shower.

     RISA stares at BILLY through the semi-transparent curtain.

     RISA stands up and walks to the window.  She looks across 
     the parking lot.

     ANGLE ON

     RISA'S P.O.V. of the rain-glistened concrete.

     CUT TO

49   INT. BILLY'S HOUSE. -- NIGHT                                  49   

     NICOLE is in BILLY'S bedroom.  She has some womens' clothing 
     laid out on the bed, and is staring at the selection of 
     blouses and summer dresses.

                                                       (CONTINUED)

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


     The camera slowly glides to a picture that BILLY has beside 
     his bed.

     ANGLE ON

     The photograph.  It shows BILLY and his deceased wife, LYDIA.

     Back to NICOLE, selecting various items of LYDIA'S clothing, 
     and placing them over her body, seeing how she looks in the 
     mirror.

     CUT TO

50   EXT. BIDE-A-WILE MOTEL -- DAY                                 50   

     RISA'S DAYDREAM.  A montage of various events, watched from 
     the window in Room 11.  RISA is seen talking to BILLY on her 
     cordless phone (Scene 34), as well as going through various 
     activities.  Finally, RISA is seen putting her son, SEAN, 
     into the schoolbus.  As the bus pulls away, RISA waves 
     goodbye.  RISA turns around and walks to the camera.  She 
     stops in front of the lens and stares into it, her expression 
     calm and serene.

     CUT TO

51   INT. BIDE-A-WILE MOTEL -- EVENING                             51   

     Present time.  Night.  RISA is sitting on the bed, naked, 
     her legs crossed.  She looks to the side, lost in thought.

     BILLY is behind her, putting on his clothes.

                           BILLY
               What are you thinking?

                           RISA
               Tomorrow I'm going to put Sean on 
               the bus.  He won't want to go.  He 
               never does.  He'll cry and want to 
               hold on to me.

                           BILLY
               That's because he misses you.

                           RISA
               Yes.

                           BILLY
               It's natural.

                           RISA
               Your kids never cry.

                                                       (CONTINUED)

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


                           BILLY
               Well, maybe that's because they know 
               I'm going to follow them.  Behind 
               the bus.

                           RISA
               They can look forward to that.

                           BILLY
               Sure.

                           RISA
               Just like we look forward to this.

     BILLY looks at RISA and smiles at her with affection.  He 
     moves to the door.

                           RISA (CONT'D)
               You're leaving.

                           BILLY
               I better get back.

     RISA nods.

                           RISA
               Good night, Billy.

                           BILLY
               Good night.

     BILLY leaves.  RISA, still naked, moves to the washroom.

     She stares into the tub, noticing that the white enamel that 
     WENDELL has applied has been washed away from BILLY'S shower.

     RISA picks up a tube of the enamel, and begins to re-apply 
     it.

     CUT TO

52   INT. BILLY'S HOUSE. -- EVENING                                52   

     NICOLE shows BILLY the clothes she has chosen.  BILLY stares 
     at the selection.

                           NICOLE
               Are you sure?

                           BILLY
               Yeah.

                           NICOLE
               It just seems...kind of weird.

                                                       (CONTINUED)

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


                           BILLY
               Why?

                           NICOLE
               I don't know.

                           BILLY
               Nicole, I'm just going to pack all 
               this stuff and give it to the church 
               for charity.  Don't feel bad.  Unless 
               you feel strange about wearing it.

                           NICOLE
               No.  I mean, I remember Mrs. Ansel 
               wearing some of this stuff, but...I 
               don't feel funny about that.  I really 
               liked her.

                           BILLY
               And she really liked you.  She 
               would've given you all this if she'd 
               outgrown it, or...

     BILLY trails off, suddenly consumed with sadness.

                           NICOLE
               What do you mean 'outgrown it'?

                           BILLY
               I'm not sure.

                           NICOLE
               Oh.
                    (beat)
               Right.

     NICOLE turns to leave, taking the clothes with her.

                           NICOLE (CONT'D)
               Goodnight, Mr. Ansel.

                           BILLY
               Goodnight, Nicole.

     NICOLE leaves the house and walks towards the car where her 
     father is waiting.

     CUT TO

53   INT.  SAM'S CAR. -- DUSK                                      53   

     NICOLE gets into the car beside her father.

                                                       (CONTINUED)

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


                           SAM
               What took so long?

                           NICOLE
               Nothing.

     SAM stares at the bundle of clothes on NICOLE's lap.

                           SAM
               What's that?

                           NICOLE
               Mrs. Ansel's clothing.

                           SAM
               Does it fit?

     NICOLE nods, staring ahead, as SAM starts the car and drives 
     away.

     CUT TO

54   EXT. BURNELL HOME -- NIGHT                                    54   

     SAM drives up the driveway to the Burnell home.  He opens 
     the door, and takes a blanket from the back.  NICOLE gets 
     out as well.  The two walk towards the barn.

                           NICOLE
                    (voice over)
               Once more he stept into the street, 
               And to his lips again Laid his long 
               pipe of smooth straight cane; And 
               ere he blew three notes such sweet 
               soft notes as yet musician's cunning
               Never gave the enraptured air -
               There was a rustling, seemed like a 
               bustling Of merry crowds justling at 
               pitching and hustling, Small feet 
               were pattering, wooden shoes 
               clattering, Little hands clapping 
               and little tongues chattering, And, 
               like fowls in a farm-yard when the 
               barley is scattering, Out came the 
               children running.  All the little 
               boys and girls, With rosy cheeks and 
               flaxen curls, And sparkling eyes and 
               teeth like pearls.
               Tripping and skipping, ran merrily 
               after The wonderful music with 
               shouting and laughter...

     Inside the barn, SAM and NICOLE are engaged in a sexual 
     embrace.

                                                       (CONTINUED)

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


     The camera glides past them as NICOLE's voice continues to 
     read from the poem.

                           NICOLE (CONT'D)
                    (voice over)
               When, lo, as they reached the mountain-
               side, A wondrous portal opened wide, 
               As if a cavern was suddenly hollowed; 
               And the Piper advanced and the 
               children followed, And when all were 
               in to the very last, The door in the 
               mountain-side shut fast...

     CUT TO

55   INT. BUS -- DAY                                               55   

     CLOSE-UP of NICOLE in the bus as it makes it's way to school.  
     She seems to be listening to her own voice as it reads from 
     the poem.

                           NICOLE
                    (voice over)
               Did I say, all?  No!  One was lame, 
               And could not dance the whole of the 
               way; And in after years, if you would 
               blame His sadness, he was used to 
               say,- 'It's dull in the town since 
               my playmates left!  I can't forget 
               that I'm bereft Of all the pleasant 
               sights they see, Which the Piper 
               also promised me.  For me led us, he 
               said, to a joyous land, Joining the 
               town and just at hand, Where waters 
               gushed and fruit-trees grew, And 
               flowers put forth a fairer hue, And 
               everything was strange and new...

     On this last line, NICOLE's lips begin to move, as she repeats 
     the line out loud to herself.

                           NICOLE (CONT'D)
               Everything was strange and new.

     CUT TO

56   EXT. ROAD. -- MORNING                                         56   

     A HELICOPTER shot of the schoolbus making its way through 
     the winter terrain.  DOLORES' voice is heard over this 
     sweeping panoramic shot.

                                                       (CONTINUED)

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


                           DOLORES
                    (voice over)
               By the time I reached the bottom of 
               Bartlett Hill Road, I had half my 
               load, over twenty kids, aboard.

     CUT TO

57   EXT.  WINTER ROAD -- MORNING                                  57   

     The bus comes to a stop where a couple of children in bright 
     snow suits are waiting by the side of the road.  DOLORES 
     opens the door and the kids climb in.

58   OMITTED                                                       58   

                           DOLORES
                    (voice over)
               They had walked to their places on 
               the main road from the smaller lanes 
               and private roadways that run off 
               it.  Bright little clusters of three 
               and four children - like berries 
               waiting to be plucked.

     CUT TO

59   INT. DOLORES'S HOUSE -- DAY                                   59   

     DOLORES is continuing her conversation with MITCHELL.

                           DOLORES
                    (smiling to herself)
               That's the way I thought of them 
               sometimes.

                           MITCHELL
               Berries.

                           DOLORES
               Yes.  Like I was putting them into 
               my big basket.  Clearing the hillside 
               of its children.

     Pause.  MITCHELL stares at DOLORES, disturbed by this image.

     DOLORES looks back at him.

                           DOLORES (CONT'D)
               Abbott and I used to do a lot of 
               that in the spring.

                           MITCHELL
               Berry-picking.

                                                       (CONTINUED)

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


                           DOLORES
               Yes.  The old-fashioned way.

                           MITCHELL
               And what's that?

                           DOLORES
               With our hands.

     MITCHELL nods, stealing a glance ABBOTT, who stares at him 
     intensely.

     CUT TO

60   EXT. BIDE-A-WILE MOTEL -- MORNING                             60   

     The bus pulls up across the road from the Bide-A-Wile Motel.

     DOLORES watches as RISA walks her little boy, SEAN, across 
     the road to the bus.

                           DOLORES
                    (voice over)
               Anyhow, my next stop was across from 
               the Bide-A-Wile, which is owned and 
               operated by Risa and Wendell Walker.  
               Risa walked her little boy, Sean, 
               across the road, which was customary.  
               Sean had some kind of learning 
               disability.  He was behind all the 
               other kids his age in school and was 
               too fragile and nervous to play 
               sports.

     CUT TO

61   INT. DOLORES'S HOUSE -- DAY                                   61   

     DOLORES continues to talk to MITCHELL, who takes notes.

                           DOLORES
                    (smiling)
               A strange little fellow, but you 
               couldn't help liking him.  He was 
               close to ten but seemed more like a 
               frightened five or six.

                           MITCHELL
               Were his parents...attentive to him?

                           DOLORES
               What do you mean?

                                                       (CONTINUED)

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


                           MITCHELL
               You mentioned that he had a learning 
               disability.

                           DOLORES
               That's right.

                           MITCHELL
               Did his parents attend to that?

                           DOLORES
               What do you mean?

                           MITCHELL
               Did they give him special care?

                           DOLORES
               The Walkers loved Sean.  He was their 
               only child...the object of all their 
               attention.  I mean, Wendell's a 
               withdrawn sort of man.  That's his 
               nature.  But Risa, she's still got 
               dreams.

     CUT TO

62   EXT. BIDE-A-WILE MOTEL -- MORNING                             62   

     DOLORES opens the door for SEAN.  RISA is wearing a down 
     parka over her nightgown and bathrobe and is wearing slippers.

                           RISA
               Morning, Dolores.

                           DOLORES
               Hi, Risa.  Aren't your feet freezing?

     RISA looks down at her slippers.

                           RISA
               I guess they are.

     SEAN gets to the landing of the bus, then turns around and 
     looks at his mother.  He extends his hands like a baby wanting 
     to be hugged.

                           SEAN
               I want to stay with you.

     Pause.  RISA stares at her son with great intensity and 
     feeling.

                           RISA
               Go on now, Sean.  Go on.

                                                       (CONTINUED)

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


     SEAN turns away and looks into the bus full of children.

                           NICOLE
               C'mon, Sean.  Sit next to me.

     MASON is sitting beside NICOLE.  NICOLE whispers something 
     to him, and he makes his way for SEAN.

     MASON goes to the back of the bus and sits beside his sister, 
     JESSICA.  SEAN moves tentatively towards NICOLE.

     ANGLE ON

     Back on DOLORES and RISA.

                           DOLORES
               Is he okay?

                           RISA
               I don't know.

                           DOLORES
               Temperature?

                           RISA
               No.  He's not sick or anything.  
               It's just one of those mornings, I 
               guess.

     CUT TO

63   INT. DOLORES'S HOUSE -- DAY                                   63   

     DOLORES continues her conversation with MITCHELL STEPHENS.

                           DOLORES
               But I never had 'those mornings' 
               myself.  Not so long as I had the 
               schoolbus to drive.  Not so long as 
               I had my kids.

     DOLORES is lost in this memory, realizing she will never 
     drive the children again.  A tear runs down her cheek.

     ABBOTT, sensing his wife's mood, activates his electric 
     wheelchair and maneuvers himself towards DOLORES.

     MITCHELL watches as DOLORES grasps ABBOTT'S hand.

                                                       (CONTINUED)

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


     CUT TO

64   INT. SCHOOL BUS -- MORNING                                    64   

     NICOLE is seated in the bus next to SEAN.  She is staring at 
     the large speedometer on the front panel.

     ANGLE ON

     The speedometer reads 51 miles an hour.

     CUT TO

65   EXT. SCHOOL BUS -- MORNING                                    65   

     JESSICA and MASON, BILLY'S children, wave at their father 
     from the back of the bus.

     CUT TO

66   EXT. BILLY'S PICK-UP -- MORNING                               66   

     BILLY waving back at his children.  His expression suddenly 
     changes as he sees...

     CUT TO

67   EXT. ROAD. -- MORNING                                         67   

     From BILLY'S point of view, the schoolbus smashes through 
     the guardrail and the snowbank.  It plummets down the 
     embankment to the frozen-over pond.

     Still upright, the bus slides across the ice to the far side.  
     The ice lets go and the rear half of the yellow bus is 
     swallowed at once by the freezing water.  The sound of the 
     ice breaking is terrifying.

                           DOLORES
                    (voice over)
               It emerged from the blowing snow on 
               the right side of the road.  It might 
               have been a dog or a small deer or 
               maybe even a lost child.  It might 
               have been an optical illusion or a 
               mirage.  Whatever it was, for the 
               rest of my life I will remember that 
               red-brown blur...

     An eerie silence as the camera stares at the scene of the 
     accident.

                                                       (CONTINUED)

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


     CUT TO

68   INT. SUMMER COTTAGE -- MORNING                                68   

     The camera is high above the bed, looking down on a sleeping 
     family.

     This is the same image as from the beginning of the film.

     A FATHER, a MOTHER, and a THREE YEAR OLD GIRL, naked in bed.

                           MITCHELL
                    (voice over)
               Every time I get on one of these 
               flights to rescue Zoe, I remember 
               the summer we almost lost her.  She 
               was three years old.  It happened in 
               the morning, at this cottage we used 
               to rent.  We were all sleeping 
               together in bed.  It was a wonderful 
               time in our lives.  We still thought 
               we had a future together, the three 
               of us.  Did you ever visit the 
               cottage?

     CUT TO

69   INT. AIRPLANE. FIRST CLASS CABIN -- NIGHT                     69   

     MITCHELL is telling the story to ALISON.

                           ALISON
               I...don't think so.

                           MITCHELL
               I woke to the sound of Zoe's 
               breathing.  It was laboured.  I looked 
               over and noticed she was sweating 
               and all swollen.  I grabbed her, 
               rushed to the kitchen, and splashed 
               water on her face.

                           ALISON
               What happened?

                           MITCHELL
               I didn't know.  I was in a panic.  I 
               guessed she'd been bitten by an 
               insect, but there was no doctor.  
               The nearest hospital was forty miles 
               away, and Zoe was continuing to swell.
                           (MORE)

                                                       (CONTINUED)

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


                           MITCHELL (CONT'D)
               Klara took her in her arms and tried 
               to breast-feed her, while I dialed 
               the hospital.  I finally got a doctor 
               on the line.  He sounded young, but 
               cool.  He was confident, but there 
               was a nervousness.  He have been an 
               intern.  This was the first time he 
               ever had to deal with anything like 
               this.  He wanted to seem like he 
               knew what he was doing, but he was 
               just as scared as I was.

     ALISON stares at MITCHELL, taken by his need to chronicle 
     and detail this irrelevant stranger.

     CUT TO

70   INT. SUMMER COTTAGE -- MORNING                                70   

     FATHER (YOUNG MITCHELL) is on the phone.  The camera is behind 
     his head.

     In front of him, MOTHER (KLARA) is breast-feeding the THREE

     YEAR OLD GIRL (ZOE).

                           MITCHELL
                    (voice over)
               He surmised that there was a nest of 
               baby black widow spiders in the 
               mattress.  He told me they had to be 
               babies, or else with Zoe's body weight 
               she'd be dead.  He told me I had to 
               rush her to the hospital.  He was 
               alone.  There was no ambulance 
               available.  'Now you listen', he 
               said, 'There's a good chance you can 
               get her to me before her throat 
               closes, but the important thing is 
               to keep her calm.'  He asked if there 
               was one of us she was more relaxed 
               with than the other.  I said, 'Yes, 
               with me.'

     CUT TO

71   INT. AIRPLANE. FIRST CLASS CABIN -- NIGHT                     71   

     MITCHELL continues telling the story to ALISON.

                                                       (CONTINUED)

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


                           MITCHELL
               Which was true enough, especially at 
               that moment.  Klara was wild-eyed 
               with fear, and her fear was 
               contagious.  I was a better actor 
               than she was, that's all.  Zoe loved 
               us equally then.  Just like she hates 
               us both equally now.
                    (beat)
               The doctor told me that I should 
               hold her in my lap, and let Klara 
               drive to the hospital.  He asked me 
               to bring a small, sharp knife.  It 
               had to be clean.  There was no time 
               to sterilize properly.  He explained 
               how to perform an emergency 
               tracheotomy.  How to cut into my 
               daughter's throat and windpipe without 
               causing her to bleed to death.  He 
               told me there'd be a lot of blood.  
               I said I didn't think I could do it.  
               'If her throat closes up and stops 
               her breathing, you'll have to, Mr. 
               Stephens.  You'll have a minute and 
               a half, two minutes maybe, and she'll 
               probably be unconscious when you do 
               it.  But if you can keep her calm 
               and relaxed, if you don't let her 
               little heart beat too fast and spread 
               the poison around, then you might 
               just make it over here first.  You 
               get going now', and he hung up.

     CUT TO

72   INT. CAR -- MORNING                                           72   

     A little girl staring innocently into the lens as a male 
     voice sings a lullaby to her.

     It is now recognized as MITCHELL'S voice, singing to his 
     daughter as she is driven to the hospital.

                           MITCHELL
                    (voice over)
               It was an unforgettable drive.  I 
               was divided into two people.  One 
               part of me was Daddy, singing a 
               lullaby to his little girl.

                           MITCHELL (CONT'D)
               The other part was a surgeon, ready 
               to cut into her throat.
                           (MORE)

                                                       (CONTINUED)

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


                           MITCHELL (CONT'D)
               I waited for the second that Zoe's 
               breath stopped to make that incision.

     CUT TO

73   INT. AIRPLANE. FIRST CLASS CABIN -- NIGHT                     73   

     ALISON stares at MITCHELL as he finishes his story.

                           ALISON
               What happened?

                           MITCHELL
               Nothing.  We made it to the hospital.  
               I didn't have to go as far as I was 
               prepared to.  But I was prepared to 
               go all the way.

     CUT TO

74   EXT. ACCIDENT SITE -- DAY                                     74   

     An open sky.  BILLY ANSEL'S face appears in the frame, looking 
     down at the camera.

     ANGLE ON

     The camera is staring down at BILLY as he identifies the 
     bodies of his two children.

     The camera is at a great height.

     As BILLY walks away, the camera floats down, slowly moving 
     on his face.

     CUT TO

75   EXT. WOODS -- DAY                                             75   

     BILLY's P.O.V. of his wife, LYDIA, tugging a sled through 
     the snow.  JESSICA and MASON are on either side of her.

     The three figures are seen from behind, trudging their way 
     through the winter landscape.

     This image has a ghostly quality to it.  It is filmed in 
     slow motion.

     Suddenly, a snowball enters the frame and hits LYDIA on the 
     back of the head.  She turns around, laughing into the camera.

                                                       (CONTINUED)

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


     CUT TO

76   INT. BIDE-A-WILE MOTEL -- EVENING                             76   

                           EXTREME-CLOSE-UP
               BILLY in his chair in Room 11 of the 
               Bide-A-Wile.  He is alone, smoking a 
               cigarette.  A slight faraway smile 
               on his lips.

     After a moment, the door opens.  It is RISA.

     They stare at each other.  Silence.

                           RISA
               I knew you'd be here.

     RISA sits on the bed.  Pause.

                           RISA (CONT'D)
               Are you going to the funeral?

     Pause.

                           BILLY
               I stopped by the station a while 
               ago.  I stared at the bus.  I could 
               almost hear the kids inside.  There 
               was a lawyer there.  He told me he'd 
               gotten you signed up.  Is that true?

                           RISA
               Something made this happen, Billy.  
               Mr. Stephens is going to find out 
               what it was.

                           BILLY
               What are you talking about?  It was 
               an accident.

                           RISA
               Mr. Stephens says that someone didn't 
               put a right bolt in the bus...

                           BILLY
               Risa, I serviced that bus.  At the 
               garage.  There's nothing wrong with 
               it.

                           RISA
               ...or that the guardrail wasn't strong 
               enough.

                                                       (CONTINUED)

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


                           BILLY
               You believe that?

                           RISA
               I have to.

                           BILLY
               Why?

                           RISA
               Because I have to.

                           BILLY
               Well I don't.

     BILLY gets up to leave.

                           RISA
               Is it true that you gave Nicole one 
               of Lydia's dresses?  That she was 
               wearing it when the bus crashed?

                           BILLY
               Yes.

                           RISA
               Why did you do that, Billy?

                           BILLY
               You think that caused the accident, 
               Risa?  That it brought bad luck?  
               Christ, it sounds to me you're looking 
               for a witch doctor, not a lawyer.  
               Or maybe they're the same thing.

     RISA is crying.  BILLY opens the door.

                           BILLY (CONT'D)
               You know what I'm going to miss?  
               More than making love?  It's the 
               nights you couldn't get away from 
               Wendell.  It's the nights I'd sit in 
               that chair for an hour.  Smoking 
               cigarettes and remembering my life 
               before...

     BILLY stares at RISA painfully, then leaves.

     CUT TO

77   EXT. GAS STATION -- NIGHT                                     77   

     MITCHELL is videotaping the bus with a portable camcorder.

                                                       (CONTINUED)

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


     The bus is badly damaged, though essentially intact.  Most 
     of the windows in the rear have gone.  There is a ghostly 
     quality to this image, as though the video light is searching 
     through the remains of an ancient shipwreck.

     MITCHELL turns off the camcorder and stands in the silent 
     night, absorbing the disturbing energy of the bus.  He hears 
     a truck approaching the garage from the distance.  It's BILLY 
     ANSEL.  MITCHELL retreats to his parked car as BILLY stops 
     his truck in front of the bus and steps out of the truck.

     BILLY leaves his headlights on, and they cast dark shadows 
     over the inside passenger seats.  BILLY stares at the bus a 
     long time.  MITCHELL approaches him.

                           MITCHELL
               I'm here about your children, Mr. 
               Ansel.

     BILLY takes a moment, then turns around to face MITCHELL.

     The two men stare at each other.

                           MITCHELL (CONT'D)
               My name is...

                           BILLY
               Mister, I don't want to know your 
               name.

                           MITCHELL
               I understand.

                           BILLY
               No you don't.

                           MITCHELL
               I can help you.

                           BILLY
               Not unless you can raise the dead.

     MITCHELL hands BILLY a card.

                           MITCHELL
               Here.  You may change your mind.

     BILLY looks at the card.

                           BILLY
               Mr. Mitchell Stephens, Esquire, would 
               you be likely to sue me if I was to 
               beat you right now?
                           (MORE)

                                                       (CONTINUED)

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


                           BILLY (CONT'D)
               Beat you so bad that you pissed blood 
               and couldn't walk for a month.  
               Because that's what I'm about to do.

                           MITCHELL
               No, Mr. Ansel.  I wouldn't sue you.

                           BILLY
               Leave us alone, Stephens.  Leave the 
               people of this town alone.  You can't 
               help.

                           MITCHELL
               You can help each other.  Several 
               people have agreed to let me represent 
               them in a negligence suit.  Your 
               case as an individual will be stronger 
               if I'm allowed to represent you 
               together as a group.

                           BILLY
               Case?

                           MITCHELL
               The Walkers have agreed.  The Ottos.  
               Nicole Burnell's parents.  It's 
               important to initiate proceedings 
               right away.  Things get covered up.  
               People lie.  That's why we have to 
               begin our investigation quickly.  
               Before the evidence disappears.  
               That's why I'm out here tonight.

                           BILLY
               I know Risa and Wendell Walker.  
               They wouldn't hire a goddamned lawyer.  
               And the Ottos wouldn't deal with 
               you.  We're not country bumpkins you 
               can put a big city hustle on.  You're 
               trying to use us.

                           MITCHELL
               You're angry, Mr. Ansel.  You owe it 
               to yourself to feel that way.  All 
               I'm saying is let me direct your 
               rage.

     BILLY stares at MITCHELL with a cold intensity.  The cell 
     phone in MITCHELL'S car begins to ring.

                           MITCHELL (CONT'D)
               That's my daughter.
                           (MORE)

                                                       (CONTINUED)

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


                           MITCHELL (CONT'D)
               Or it may be the police to tell me 
               that they've found her dead.  She's 
               a drug addict.

                           BILLY
               Why are you telling me this?

                           MITCHELL
               I'm telling you this because...  
               we've all lost our children, Mr. 
               Ansel.

                           MITCHELL (CONT'D)
               They're dead to us.  They kill each 
               other in the streets.  They wander 
               comatose in shopping malls.  They're 
               paralyzed in front of televisions.  
               Something terrible has happened that's 
               taken our children away.  It's too 
               late.  They're gone.

     The phone continues to ring, as BILLY stares at MITCHELL.

     MITCHELL turns to look at the ringing phone.

     CUT TO

78   INT. DOLORES'S HOUSE -- DAY                                   78   

     MITCHELL is getting ready to leave.  DOLORES is still grasping 
     onto ABBOTT'S hand.

                           DOLORES
               I have a question for you, Mr. 
               Stephens.

                           MITCHELL
               What's that, Dolores?

                           DOLORES
               I told you that I was doing fifty 
               miles an hour when the accident 
               happened.  That's how I remembered 
               it.  But the truth is, I might have 
               been doing sixty.  Or sixty five.  
               And if that's true, that I was over 
               the limit when the bus went over, 
               what would happen then?

                           MITCHELL
               That would complicate things.

                                                       (CONTINUED)

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


                           DOLORES
               Because I'd be to blame, right?

                           MITCHELL
               Billy Ansel will insist that you 
               were driving fifty-one miles an hour.  
               Just like you've done every morning 
               for the past fifteen years.

                           DOLORES
               He knows that?  Billy?

                           MITCHELL
               Yes.  He does.

                           DOLORES
               Billy said that?

     MITCHELL nods.

                           DOLORES (CONT'D)
               You've talked to Billy?

                           MITCHELL
               I did.

                           DOLORES
               And Billy told you that he'll tell 
               that to...

                           MITCHELL
               Mrs.  Driscoll, if Billy Ansel does 
               not volunteer to say so in court, I 
               will subpoena him and oblige him to 
               testify to that effect.

     Pause.  MITCHELL plans his next step.

                           MITCHELL (CONT'D)
               But in order to do that, you must 
               let me bring a suit in your name 
               charging negligent infliction of 
               emotional harm.  That's what I'm now 
               asking you to consider.

     Pause.  DOLORES is lost.

                           MITCHELL (CONT'D)
               It's clear to me and other people 
               that you have suffered significantly 
               from this event.

                           DOLORES
               What other people?

                                                       (CONTINUED)

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


                           MITCHELL
               Excuse me?

                           DOLORES
               Who's been talking to you about what 
               I'm feeling?  Who should care about 
               what I'm feeling?

     MITCHELL stares at DOLORES.

                           MITCHELL
               Dolores, people have to know that 
               you've suffered too.

                           MITCHELL (CONT'D)
               And they won't understand until you 
               let me clear your name - your good 
               name - once and for all.  Will you 
               let me do that?  Will you let me do 
               my duty?

     Suddenly, ABBOTT says something.  He twists his face around 
     his mouth, purses his lips on the left side and emits a string 
     of broken syllables and sounds.  After this outburst, DOLORES 
     looks at MITCHELL, a comforted smile on her face.

                           DOLORES
               You heard what Abbott said?

                           MITCHELL
               Yes.

                           DOLORES
               Anything you didn't understand?

                           MITCHELL
               There might have been a word or two 
               that slipped by.  Maybe you could 
               clarify it for me, just to be 
               absolutely sure.

                           DOLORES
               Abbott said that the true jury of a 
               person's peers is the people of her 
               town.  Only they, the people who 
               have known her all her life, and not 
               twelve strangers, can decide her 
               guilt or innocence.  And if I have 
               committed a crime, then it's a crime 
               against them, so they are the ones 
               who must decide my punishment.

     MITCHELL stares at ABBOTT, who stares back.

                                                       (CONTINUED)

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


                           MITCHELL
               That's what he said, is it?

                           DOLORES
               Yes.  Abbot understands these things.

     CUT TO

79   EXT. DOLORES'S HOUSE -- DAY                                   79   

     MITCHELL leaves the DRISCOLL house, watched by DOLORES.

80   INT. HOSPITAL -- MORNING                                      80   

     NICOLE BURNELL is in bed.  A doctor, DR. ROBESON, is touching 
     her forehead.  NICOLE'S family (SAM, her mother MARY, and 
     her little sister JENNY)

                           DR. ROBESON
               The mind is kind.

     The camera fixes on NICOLE'S expression as she stares ahead.

                           NICOLE
                    (voice over)
               They say I'm lucky because I can't 
               remember the accident.

                           SAM
               Don't even try to remember.

                           MARY
               You just think about getting well, 
               Nicole, that's all.

     The camera is always fixed on NICOLE'S face when her voice 
     over is heard.

                           NICOLE
                    (voice over)
               I know I'm as well as I ever can be 
               again.  So shut up, Mom.  To stay 
               like this, to live like a slug, I'm 
               going to have to work like someone 
               trying to get into the Olympics.

                           SAM
               Just wait till you see what we've 
               got waiting for you at home.

                                                       (CONTINUED)

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


     CUT TO

81   INT. HOSPITAL -- DAY                                          81   

     NICOLE, in a wheelchair, is being led down a hallway with 
     her family.

                           NICOLE
                    (voice over)
               It's an incredible relief to be 
               leaving the hospital.  I'm so sick 
               of looking at my doctor, listening 
               to Frankenstein ask me stupid 
               questions about what I was feeling...

     CUT TO

82   INT. HOSPITAL. LOBBY. -- DAY                                  82   

     NICOLE is being wheeled to the front door of the hospital.

                           NICOLE
                    (voice over, continuing)
               He thought it was cute when I called 
               him Frankenstein.  It wasn't.  I 
               feel like his monster.

                           MARY
               Isn't it a lovely day?

                           NICOLE
               What happened to summer?

                           MARY
               Summer's over.  It's fall.

                           NICOLE
               And winter?

                           MARY
               Well, winter's far behind us now.

                           NICOLE
               How was it?

                           MARY
               We had a terrible winter last year, 
               didn't we, Sam?

     SAM nods.

                           NICOLE
               Good thing I was in Florida.

                                                       (CONTINUED)

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


     MARY doesn't know quite what to make of NICOLE'S joke.  SAM 
     flashes NICOLE a smile.  She doesn't return it.

     CUT TO

83   EXT. BURNELL HOME -- DAY                                      83   

     NICOLE arrives at home.  The car pulls up in front of the 
     modest house.

     SAM opens the door and puts the wheelchair up next to it.

     He points out the ramp he has built for NICOLE.

     The ramp is painted green.

                           SAM
               How do you like it, Nicole?

                           NICOLE
               The ramp?

                           SAM
               Pretty slick, eh?

                           NICOLE
               Very slick.

                           SAM
               Do you like the colour?

                           NICOLE
               It's okay.

                           SAM
               And I had to widen a few doors.  
               You'll see.

     CUT TO

84   INT. BURNELL HOME -- DAY                                      84   

     Inside the house.  The interior of the house is dark and 
     somewhat tawdry.  The BURNELL'S are almost poor.

     But SAM then leads NICOLE into the special room he has built 
     for her.  It seems like another world.  Every detail has 
     been lovingly attended to.  No expense has been spared to 
     make this room as attractive and inviting as possible.

     A room that a guilty, abusive father might dream up for his 
     crippled daughter.

                                                       (CONTINUED)

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


                           SAM
               What do you think?

     Pause.  NICOLE wheels around, trying to control her emotions 
     as she inspects the room.  A phone rings in the background.

     MARY goes to answer it.

     NICOLE fixes her gaze at the back of the door.

                           NICOLE
               The door needs a lock.

                           SAM
                    (taken aback)
               Sure.  I'll fix it right away.

     SAM goes to get his tools.  JENNY stares at NICOLE.

                           JENNY
               Can I come and visit you here?

                           NICOLE
               You better.  And you can sleep in my 
               new bed with me too.

     NICOLE grabs her sister's hand, and JENNY moves in close to 
     her.  SAM comes back with the tools.  He starts to screw in 
     the hook.

                           NICOLE (CONT'D)
               That's too high.  I'll never reach 
               it.

                           SAM
                    (nervous)
               Oh.  I better get some spackle.

     SAM leaves again.

                           JENNY
               Mommy says you need to lock the boys 
               out.

                           NICOLE
               What boys?

                           JENNY
               I don't know.

     NICOLE stares at JENNY, as MARY comes back into the room.

                           MARY
               So do you like your new room?

                                                       (CONTINUED)

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


                           NICOLE
               It's interesting.

                           MARY
               Your Dad spent all his spare time in 
               here.  He wanted to make it absolutely 
               perfect.

                           NICOLE
               I feel like a princess.

     SAM comes back and begins to work on the door.  NICOLE watches 
     him.  She notices a new computer on a desk.

                           NICOLE (CONT'D)
               Is this mine?

                           MARY
               Yes.  It's a present.

                           NICOLE
               From you?

                           MARY
               No.  From Mr. Stephens.  That was 
               him on the phone just now.  He was 
               calling to see how you were.

                           NICOLE
               Who's Mr. Stephens?

                           SAM
               He's a lawyer.  He's our lawyer.

                           NICOLE
               You and Mom have a lawyer?

                           SAM
               Well, yes.  He's your lawyer too.

                           NICOLE
               My lawyer?  Why do I need a lawyer?

                           MARY
               Maybe we shouldn't be talking about 
               this just now, with you barely home.  
               Aren't you hungry, honey?  Want me 
               to fix you something?

                           NICOLE
               No.  What's this lawyer business?

     MARY turns to JENNY.

                                                       (CONTINUED)

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


                           MARY
               Jenny, why don't you go and play 
               outside?

     JENNY looks at NICOLE.

                           JENNY
               He's given me some stuff too.  Toys, 
               and some books...

                           MARY
               Jenny.

     JENNY turns to leave.  When she's outside, MARY continues.

                           MARY (CONT'D)
               He's a very kind man.  And he knew 
               that you'd need a computer for doing 
               schoolwork.

     CUT TO

85   EXT. BURNELL HOME. PORCH -- DAY                               85   

     NICOLE wheels her chair to the exterior porch, where she 
     watches her sister climb a tree.  SAM follows her outside.

                           SAM
               It's because of the accident, Nicole.  
               Most people in this town whose kids 
               were on the bus have got lawyers.  A 
               lot of people...well, people in this 
               town are very angry.  Us included.

                           NICOLE
               But you didn't lose me.

                           MARY
               No, honey.  And we will thank the 
               Lord for that every day and night 
               for the rest of our lives.  But you 
               almost died, and you were badly 
               injured, and you won't be... you 
               can't...

                           NICOLE
               I can't walk anymore.

     ANGLE ON

     NICOLE'S P.O.V. of JENNY playing on a tree branch.

                                                       (CONTINUED)

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


                           SAM
               You're going to need special care 
               for a long time to come.  It's not 
               going to be easy.  Not for you, not 
               for any of us.  Because we love you 
               so much.  And it's going to cost 
               money.  More than we can imagine.

                           NICOLE
               What about insurance?  Doesn't 
               insurance pay for these things?

                           SAM
               Partly.  But there's a lot the 
               insurance doesn't cover.  That's one 
               of the reasons we have a lawyer.  To 
               make sure the insurance gets paid 
               and to help us look after the rest.

                           NICOLE
               How will he do that?

                           SAM
               Well, Mr. Stephens is representing 
               several families.  The Ottos, the 
               Walkers, us, and I think a couple 
               more.  Mr. Stephens is suing the 
               town for negligence.  He's sure that 
               the accident could have been avoided 
               if they had done their jobs right.  
               He's a very smart man.

     NICOLE stares at her sister who's at the top of the tree.

     JENNY turns to look back at NICOLE.

     There's a tension, as it seems as though JENNY is going to 
     let herself fall.

                           NICOLE
                    (voice over)
               That's the first thing I heard about 
               you.  That you were a smart man.  
               That you were so smart that you were 
               going to sue the town, then make us 
               all feel better...

     CUT TO

86   EXT. GAS STATION -- NIGHT                                     86   

     FLASHBACK to the scene outside the gas station between 
     MITCHELL and BILLY.

                                                       (CONTINUED)

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


     The cell phone in MITCHELL'S car has begun to ring.  The two 
     men stare at each other.

                           NICOLE
                    (voice over)
               You're good at that.  Good at getting 
               people to believe you could do 
               something for them.  Something they 
               could never do for themselves.

     MITCHELL breaks the silence.

                           MITCHELL
               That's my daughter.  Or it may be 
               the police to tell me that they've 
               found her dead.  She's a drug addict.

                           BILLY
               Why are you telling me this?

                           MITCHELL
               I'm telling you this because we've 
               all lost our children, Mr. Ansel...

     CUT TO

87   INT. AIRPLANE. FIRST CLASS CABIN -- NIGHT                     87   

     MITCHELL stares at the sleeping figure of ALISON.

                           MITCHELL
                    (voice over)
               They're dead to us.

     CUT TO

88   EXT. GAS STATION -- NIGHT                                     88   

     Back to the scene between BILLY and MITCHELL.  The cellular 
     phone is ringing.  MITCHELL breaks the stare with BILLY and 
     moves to his car.

     The camera follows him, as BILLY moves back to his truck in 
     the background.  MITCHELL gets in his car and picks up the 
     phone.

                           MITCHELL
               Yes, I'll accept the charges.

                           ZOE
               Daddy?

                                                       (CONTINUED)

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


     CUT TO

89   EXT. PHONE BOOTH -- AFTERNOON                                 89   

                           MITCHELL
               Yes.

                           ZOE
               I'm calling because I've got some 
               news for you, Daddy.  Some big news.

                           MITCHELL
               News?

                           ZOE
               Don't you want to hear?

                           MITCHELL
               Yes.  Give me your news, Zoe.

                           ZOE
               You always think You know what I'm 
               going to say, don't you?  You always 
               think you're two steps ahead of me.  
               The lawyer.

                           MITCHELL
               Tell me your news, Zoe.

                           ZOE
               Okay.  I went to sell blood yesterday.  
               That's how it is.  I'm in this fucking 
               city where my father is a hot shit 
               lawyer, and I'm selling my blood.

                           MITCHELL
               That's not news, Zoe.

                           ZOE
               No.  But this is.  They wouldn't 
               take my blood.

     CUT TO

90   INT. CAR -- DAY                                               90   

     Image of ZOE as a little girl in MITCHELL'S lap.  Her face 
     is swollen.  She is being driven to the hospital.

     MITCHELL is singing her a lullaby.

     MiTCHELL's conversation with ZOE continues over this image.

                                                       (CONTINUED)

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


                           ZOE
               Do you know what that means, Daddy?
               Does it register?

                           MITCHELL
               Yes.

                           ZOE
               I tested positive.

                           MITCHELL
               Yes.

                           ZOE
               Welcome to hard times, Daddy.

     Pause.

                           MITCHELL
               What do you want me to do, Zoe?  
               I'll do whatever you want.

                           ZOE
               I need money.

                           MITCHELL
               What for?

                           ZOE
               You can't ask me that!  Not anymore!  
               You asked me what I wanted.  Not 
               what I wanted it for.  I want money.

                           MITCHELL
               Do you have the blood test?

                           ZOE
               You don't believe me?  You don't 
               fucking believe me?

                           MITCHELL
               Of... course I do.  I just thought... 
               I could get you another test.  In 
               case the one you got... was wrong.

                           ZOE
               I like it when you don't believe me, 
               Daddy.  It's better you don't believe 
               me but have to act like you do.

     Pause.

                           ZOE (CONT'D)
               I can hear you breathing, Daddy.

                                                       (CONTINUED)

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


                           MITCHELL
               Yes.  I can hear you breathing too.

     ZOE begins to cry over the phone.

                           ZOE
               Oh God, I'm scared.

                           MITCHELL
               I love you, Zoe.  I'll be there soon, 
               and I'll take care of you.  No matter 
               what happens.  I'll take care of 
               you.

     CUT TO

91   INT. AIRPLANE. FIRST CLASS CABIN -- NIGHT                     91   

     MITCHELL is still staring at the sleeping figure of ALISON.

     ALISON'S blanket has fallen to the side.

     MITCHELL lifts the blanket, and covers the sleeping figure 
     of the young woman.

     CUT TO

92   EXT. BURNELL HOME -- DAY                                      92   

     MITCHELL drives up to the BURNELL home.  He gets out of his 
     car and walks to the front door.

     SAM has repainted the ramp.

     It is now red.

     CUT TO

93   INT. BURNELL HOME.  KITCHEN -- DAY                            93   

     MITCHELL meets NICOLE.  SAM and MARY are also seated at the 
     table.

     The meeting takes place in the kitchen/diningroom.

                           MITCHELL
               Well, Nicole, I've been wanting to 
               meet you for a long time now.  Not 
               just because I've heard so many good 
               things about you, but because, as 
               you know, I'm the guy representing 
               you and your mom and dad and some 
               other folks here in town.
                           (MORE)

                                                       (CONTINUED)

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


                           MITCHELL (CONT'D)
               We're trying to generate some 
               compensation, however meager, for 
               what you have suffered, and at the 
               same time see that an accident like 
               this never happens again.  You're 
               central to the case I'm trying to 
               build, Nicole.  But you'd probably 
               just as soon let the whole thing 
               lie.  Just get on with your life as 
               quickly and smoothly as possible.

     NICOLE nods.  Pause, as MITCHELL waits for her to go on.

                           NICOLE
               I don't like thinking about the 
               accident.  I don't even remember it 
               happening.  Besides, it just makes 
               people feel sorry for me, and...

                           MITCHELL
               You hate that.

     NICOLE nods.

                           SAM
               What she means, Mitch...

     MITCHELL silences SAM with a gesture of his hand.

                           MITCHELL
               People can't help it, you know.  
               They really can't.  When they see 
               you in this wheelchair, knowing what 
               your life was life eight months ago, 
               people are going to feel sorry for 
               you.  There's no way around it, 
               Nicole.  You and I just met, and 
               already I admire you.  Who wouldn't?  
               You're a brave tough smart kid.  
               That's obvious.  And I didn't know 
               you, know how exciting and promising 
               your life was before the accident.  
               But listen, even I feel sorry for 
               you.

                           NICOLE
               You can only feel lucky that you 
               didn't die for so long.  Then you 
               start to feel... unlucky.

                           MITCHELL
               That you didn't die?  Like the other 
               children?

                                                       (CONTINUED)

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


                           NICOLE
               Yes.  Like Bear and the Ansel twins 
               and Sean and...

                           MARY
               Nicole!

                           NICOLE
               It's the truth.

     MITCHELL regards MARY with calm authority, as though he's 
     telling her the time.

                           MITCHELL
               It is the truth.

     Pause.  MITCHELL looks back at NICOLE.

                           MITCHELL (CONT'D)
               It would be strange if you didn't 
               feel that way.

                           NICOLE
                    (after a slight pause)
               What do you want me to do for you, 
               Mr. Stephens?

     CUT TO

94   INT. BURNELL HOME.  LIVINGROOM. -- DAY                        94   

     TIME CUT fifteen minutes forward.  The scene shifts to the 
     livingroom.

     MITCHELL and NICOLE are alone in the room.  SAM comes back 
     from another room, as MARY appears from the kitchen with a 
     plate of cookies.

                           NICOLE
                    (voice over)
               That got you talking about depositions 
               and lawyers.  By the time Daddy came 
               back from the washroom and Mom came 
               in with her tea and cookies, you 
               were going on about how tough it 
               would be for me to answer some of 
               the questions those other lawyers 
               would ask .

                           MITCHELL
               They work for the people we're trying 
               to sue.  Their job is to try to 
               minimize damages.
                           (MORE)

                                                       (CONTINUED)

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


                           MITCHELL (CONT'D)
               Our job, Nicole, is to try to maximize 
               them.  You have to think of it that 
               way.  As people doing their jobs.  
               No good guys or bad guys.  Just our 
               side and their side.

                           NICOLE
               I won't lie.

                           MITCHELL
               I don't want you to lie.

                           NICOLE
               The truth is that it was an accident, 
               and no one's to blame.

                           MITCHELL
               There's no such thing as an accident, 
               Nicole.  Not in a situation like 
               this.

                           NICOLE
               You seem very sure about that.

                           MITCHELL
               I'm absolutely positive.

     NICOLE turns to face SAM.  She stares at him.

                           NICOLE
               No matter what I'm asked, I'll tell 
               the truth.

     SAM looks back, expressionless.

                           MITCHELL
               That's fine.  I want you to be 
               absolutely truthful.  And I'll be 
               right there to advise and help you.  
               And there'll be a court stenographer 
               there to make a record of it, and 
               that's what'll go to the judge, before 
               the trial is set.  It'll be the same 
               for everybody.  They'll be deposing 
               the Ottos and the Walkers, the bus 
               driver...

                           NICOLE
               Dolores.

                           MITCHELL
               Yes.
                           (MORE)

                                                       (CONTINUED)

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


                           MITCHELL (CONT'D)
               Dolores...and even your mom and dad.  
               But I'll make sure you go last.

                           NICOLE
               Why?

                           MITCHELL
               So you can keep on getting well before 
               you have to go and do this.  It's 
               not going to be easy, Nicole.  Do 
               you understand that?

     NICOLE nods.

                           SAM
               When do they award damages?

                           MITCHELL
               Depends.  This could drag on for 
               quite a while.  But we'll be there 
               at the end, Sam.  Don't you worry.

                           NICOLE
                    (voice over)
               At that moment, I hated my parents-- 
               Daddy for what he knew and had done, 
               and even Mom for what she didn't 
               know and hadn't done.  You told me 
               it wasn't going to be easy.  But as 
               I sat there, staring at Daddy, I 
               knew it was going to be the easiest 
               thing in my life.

     CUT TO

95   EXT. BIDE-A-WILE MOTEL -- MORNING                             95   

     REPLAY of the scene of SEAN WALKER entering the bus.  He 
     turns around to face his mother.

                           SEAN
               I want to stay with you.

                           RISA
               Go on now.  Go on.

     SEAN hesitantly turns to face the inside of the bus.  He 
     sees NICOLE BURNELL, who pats the seat beside her.

     MASON leaves his place beside NICOLE to make way for SEAN.

                           NICOLE
               C'mon, Sean, sit next to me.

                                                       (CONTINUED)

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


     ANGLE ON

     DOLORES as she watches SEAN move towards NICOLE.

     CUT TO

96   INT. COMMUNITY CENTRE. -- DAY                                 96   

     DOLORES gives her deposition.  A stenographer takes notes.

     MITCHELL listens, along with SCHWARTZ, the opposing lawyer.

                           DOLORES
               He never took his eyes off his mother, 
               even as he moved to sit beside Nicole.  
               He looked frightened.

                           MITCHELL
               Why would he be frightened?

                           DOLORES
               I don't know.  But it was weird in 
               terms of what happened next.  Sean 
               was still watching his mother.

                           DOLORES (CONT'D)
               I shut the door with one hand, and 
               released the brake with the other, 
               and waited for a second for Risa to 
               cross in front of the bus.  There 
               was a sixteen wheeler behind me, and 
               I heard his air brakes hiss as the 
               driver chunked into gear.  I looked 
               into the side view mirror, and saw 
               him move into line behind me.  Then 
               suddenly Sean shrieked...

     CUT TO

97   INT. SCHOOL BUS -- MORNING                                    97   

     SEAN leaps to the front of the bus.

                           SEAN
               Mommy!

                           MITCHELL
                    (voice over, from the 
                    court chamber)
               What happened then?

                                                       (CONTINUED)

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


                           DOLORES
                    (voice over)
               Sean was all over me, scrambling 
               across my lap to the window.  I 
               glimpsed  Risa off to my left, leaping 
               out of the way of a red Saab that 
               seemed to have bolted out of nowhere.

     The scene is horrifying, as SEAN watches his mother just 
     missing a terrible accident with the speeding vehicle.

                           DOLORES (CONT'D)
               Sean!  Sit down!  Your Mom's okay!  
               Now sit down!

     SEAN sits back down beside NICOLE.  DOLORES slides open her 
     window, and speaks to RISA.

                           DOLORES (CONT'D)
               You get his number?

     RISA is stunned.

                           DOLORES (CONT'D)
                    (voice over)
               She was shaken, standing there with 
               her arms wrapped around herself. She 
               shook her head, turned away, and 
               walked slowly back to the office.  I 
               drew a couple of breaths and checked 
               Sean, who was seated now but still 
               craning and looking after his mother.

     CUT TO

98   INT. COMMUNITY CENTRE. -- DAY                                 98   

     The deposition continues.

                           DOLORES
               I smiled at him, but he only glared 
               back at me, as if I was to blame.

     CUT TO

99   EXT. SCHOOL BUS -- MORNING                                    99   

     AERIAL VIEW of the bus as it makes its way through the 
     mountains.  NICOLE'S voice is heard reading The Pied Piper 
     from the scene with the ANSEL children.

                                                       (CONTINUED)

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


                           NICOLE
                    (voice over)
               For he led us, he said, to a joyous 
               land, Joining the town and just at 
               hand, Where waters gushed and fruit-
               trees grew, And flowers put forth a 
               fairer hue, And everything was strange 
               and new...

     CUT TO

100   INT. SCHOOL BUS -- DAY                                      100   

     A montage showing the faces of the various children in the 
     bus.  These images are intercut with DOLORES'S deposition.

     CUT TO

101   INT. COMMUNITY CENTRE. -- DAY                               101   

     The deposition.  DOLORES is trying to control her emotions.

                           DOLORES
               I remember wrenching the steering 
               wheel to the right and slapping my 
               foot against the brake petal.  I 
               wasn't the driver anymore.  The bus 
               was like this huge wave about to 
               break over us.  Bear Otto, the 
               Lambston kids, the Hamiltons, the 
               Prescotts, the teenaged boys and 
               girls from Bartlett Hill, Sean, Nicole 
               Burnell, Billy Ansel's twins, Jessica 
               and Mason...all the children of my 
               town.

     CUT TO

102   INT. BURNELL HOME -- NIGHT                                  102   

     SAM and JENNY are watching television.  Lumberjack log-
     rolling.

     NICOLE, in her wheelchair, is reading a book off to one 
     corner.  MARY comes into the room.

                           MARY
               That was Billy Ansel on the phone.  
               He wants to come over to talk to us.

                           SAM
               Did he say what about?

                                                       (CONTINUED)

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


                           MARY
               No.

                           SAM
               Was he drinking?  Could you tell?

                           MARY
               Jenny, it's time for you to go to 
               bed.

                           JENNY
               Mom...

                           SAM
               Come on, Jen.  I let you watch your 
               nature show.

     JENNY reluctantly kisses her father goodnight, then NICOLE.

     As she leaves the room, MARY starts clearing the table.

                           SAM (CONT'D)
               Is he coming over now?  Right away?

                           MARY
               That's what he said.

     SAM is anxious.  He looks over to NICOLE.

                           SAM
               What are you up to, Nicole?

                           NICOLE
               Nothing.

                           SAM
               Nothing good on your T.V.?

                           NICOLE
               As opposed to this T.V.?

     NICOLE stares at SAM.

                           NICOLE (CONT'D)
               Besides, I'd like to see Billy.

     NICOLE stares at the television.

     ANGLE ON

     On the television screen, an image of a studio audience 
     applauding.  The image is silent.  The T.V. is on MUTE.

                                                       (CONTINUED)

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


                           NICOLE (CONT'D)
                    (voice over)
               That wasn't true.  I didn't want to 
               be seen by anyone whose kids had 
               been killed by the accident.  
               Especially not Billy Ansel.

     NICOLE turns her attention back to her parents.

                           NICOLE (CONT'D)
               Actually, now that I think about it, 
               I'd just as soon stay in my room.

     NICOLE shoves her wheelchair towards her room, as the camera 
     remains on her face.

                           NICOLE (CONT'D)
                    (voice over)
               I remembered all the times I had 
               tucked Jessica and Mason into bed.  
               How they loved to have me read to 
               them before they slept.  There was 
               nothing for me to say to Billy, except 
               I'm sorry.  I'm sorry that your 
               children died when my parent's 
               children didn't.

     CUT TO

103   EXT. BURNELL HOME -- NIGHT                                  103   

     BILLY pulls up to the BURNELL home.  He gets out of his pick 
     up and approaches the house.

     CUT TO

104   INT. BURNELL HOME -- NIGHT                                  104   

     From her room, NICOLE watches as BILLY approaches the house.

     He leaves her view as a knock is heard at the door.  NICOLE 
     wheels over to the door and presses her ear to the door so 
     that she can hear the conversation.

     CUT TO

105   INT. BURNELL HOME.  KITCHEN. -- NIGHT                       105   

                           SAM
               Hey, Billy!  What brings you out on 
               a night like this?  C'mon in.  Take 
               a load off.

                                                       (CONTINUED)

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


                           MARY
               Would you like a cup of tea, Billy?  
               There's a piece of cake left.

                           BILLY
               No.  No, thanks, Mary.

     CUT TO

106   INT. BURNELL HOME.  KITCHEN/LIVINGROOM -- NIGHT             106   

     SAM leads BILLY into the livingroom.

                           SAM
               So what brings you out tonight?

                           BILLY
               Well, Sam, I might as well tell you 
               the truth.  It's this lawsuit you've 
               gotten yourself all involved with.  
               I want you to drop the damned thing.

     Pause.

                           SAM
               I don't see how that concerns you, 
               Billy.

                           BILLY
               It does concern me.

                           SAM
               Well, I don't know why it should.  
               There's a whole lot of people in 
               town involved with lawsuits.  We're 
               hardly unique here, Billy.  I mean, 
               I can understand how you feel.

                           BILLY
               How?

                           SAM
               Well, it being so depressing and 
               all.  But it's reality.  You can't 
               just turn this off because you happen 
               to think it's a bad idea.

                           BILLY
               Why not?

                           SAM
               Because it's what we have to do.

                                                       (CONTINUED)

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


                           BILLY
               Well I don't want a damned thing to 
               do with it.

                           SAM
               Okay, fine.  So...stay out of it.

     Pause.  BILLY stares at SAM.  Tension.

                           BILLY
               I've tried to stay out of it.  But 
               it turns out that's not so easy, 
               Sam.  You've gone and got yourself 
               this lawyer.  Mitchell Stephens.

     You and Risa and Wendell and the Ottos.

                           SAM
               So?  I mean, lot's of folks have got 
               lawyers.

                           BILLY
               But yours is the one who's going to 
               subpoena me, Sam.  Force me to testify 
               in court.  He came by the garage 
               this afternoon.  Gave me this piece 
               of paper.

     BILLY reaches into his pocket and shows the paper to SAM.

                           MARY
               Why would he do that?  You didn't 
               have anything to do with the accident.

                           BILLY
               Because I was driving behind the 
               bus, Mary.  Because I saw it.  I saw 
               it happen...

     BILLY is harrowed by this image.  SAM and MARY stare at him, 
     frightened by his intensity.

                           BILLY (CONT'D)
               If that bastard does subpoena me, if 
               he forces me to go over this again, 
               then all those other lawyers will 
               line up behind him and try and do 
               the same thing.

                           SAM
               That won't happen, Billy.  Mitch 
               Stephens' case is small, compared to 
               some of those other guys.
                           (MORE)

                                                       (CONTINUED)

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


                           SAM (CONT'D)
               The way he told me, all he needs is 
               for you to say what you saw that 
               day, driving behind the bus.  I know 
               it's a painful thing to do, but it'll 
               only take a few minutes of your time.  
               That'll be the end of it.

                           BILLY
               That's wrong, Sam.  You know that.  
               We'll be tangled up in this thing 
               for the next five years.  This is 
               never going to go away...

                           SAM
               C'mon, you know that won't...

                           BILLY
               We've got lawyers suing lawyers 
               because some people were stupid enough 
               to sign on with more than one of the 
               bastards.  We've got people pointing 
               fingers, making side deals, and 
               dickering over percentages.  
               Yesterday, I heard somebody wants to 
               sue the rescue squad.  The rescue 
               squad.  Because they didn't act fast 
               enough.

     ANGLE ON

     NICOLE listening from her door.

                           BILLY (CONT'D)
               If you two dropped the case, then 
               the others would come to their senses 
               and follow.  You're good sensible 
               parents, you and Mary.  People respect 
               you.

     Pause.

                           SAM
               No, Billy.  We can't drop the lawsuit.  
               You know how much we need the money.

                           BILLY
               Why?  You got money from Dolores' 
               insurance with the school board.  We 
               all did.

                           SAM
               It's not enough.  For hospital bills.  
               For Nicole.

                                                       (CONTINUED)

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


                           BILLY
               I'll help pay for Nicole, if that's 
               what you're really talking about.  
               I'll even give you the money I got 
               for my kids.
                    (beat)
               That's what we used to do, remember?  
               Help each other.  This was a 
               community.

                           SAM
               I'm sorry.

     BILLY stares at SAM.

                           BILLY
               I used to like it here.  I used to 
               care about what happened.  Now I 
               think I'll sell my house and move 
               the fuck away.

                           MARY
               Billy, please.  The children.

                           BILLY
               The children.

     BILLY looks at SAM and MARY, s strange smile on his face.

     He moves to leave.  He pauses at the door of the kitchen.

                           BILLY (CONT'D)
               How is Nicole?  Is she around?

                           MARY
               She's resting.  In her room.

                           BILLY
               Say hello for me.

     CUT TO

107   EXT. BURNELL HOME -- NIGHT                                  107   

     BILLY walks to his car.  SAM and MARY watch him from the 
     porch/ramp.

                           SAM
                    (calling out)
               We're getting on with our lives, 
               Billy.  Maybe it's time you got on 
               with yours.

                                                       (CONTINUED)

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


     BILLY turns around, looks at SAM one final time, then moves 
     to his pick up.

     CUT TO

108   INT. BURNELL HOME -- NIGHT                                  108   

     NICOLE is watching BILLY from her window.  She is crying.

     ANGLE ON

     NICOLE'S P.O.V. of BILLY driving away.

     CUT TO

109   INT. BURNELL HOME.  NICOLE'S BEDROOM. -- NIGHT              109   

     NICOLE is lying in her bed.  A knock at the door.  SAM enters 
     the dark bedroom and sits on the bed beside her.

                           SAM
               Are you sleeping?

                           NICOLE
               No.

                           SAM
               Nicole, tomorrow Mr. Stephens wants 
               you to make your deposition at the 
               courthouse.  I thought I'd take you 
               over.

                           NICOLE
               Great.

                           SAM
               You seem... I don't know... well, 
               distant, I guess.  Hard to talk to.

                           NICOLE
               We used to talk a lot, didn't we, 
               Daddy.  About all the things you 
               were going to do for me.

                           SAM
               What do you mean?

                           NICOLE
               I mean I'm a wheelchair girl now.  
               It's hard to pretend I'm a beautiful 
               rock star.  Not like you used to 
               tell me.  Remember, Daddy?  All the 
               people that were going to discover 
               me?  Where are they now?

                                                       (CONTINUED)

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


     SAM turns away from NICOLE.

                           NICOLE (CONT'D)
                    (voice over)
               He couldn't look at me.  But I looked 
               at him.  Right at him.  His secret 
               was mine now.  We used to share it.  
               But not anymore.  Now, I owned it 
               completely.

                           SAM
               Well, okay.  I'll take you about 
               nine-thirty in the morning.  That's 
               okay with you?

                           NICOLE
               Great.

     Silence.  SAM gets up to leave the room.

                           NICOLE (CONT'D)
                    (voice over)
               Before, everything had been so 
               confusing.  I never knew who was to 
               blame.  But now I know.  He's just a 
               thief, a sneaky thief who had robbed 
               his daughter.  Robbed me of... 
               whatever it was that my sister still 
               had and I didn't.  And then the 
               accident robbed me of my body.

     CUT TO

110   INT. CAR -- DAY                                             110   

     SAM and NICOLE are driving to town.  They don't exchange a 
     word.

     CUT TO

111   EXT. COMMUNITY CENTRE. -- DAY                               111   

     SAM is carrying NICOLE up the stairs of the community centre.

     There is no ramp, so the wheelchair is left at the bottom.

     He is having difficulty, because NICOLE is keeping her body 
     stiff and won't hold on to him.

                                                       (CONTINUED)

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


     CUT TO

112   INT. COMMUNITY CENTRE. -- DAY                               112   

     NICOLE is wheeled across the floor of the community centre 
     to a table where the depositions are being made.  MITCHELL, 
     SCHWARTZ, and the STENOGRAPHER are waiting for her.

                           NICOLE
                    (voice over)
               The last times I was in the community 
               hall was for the big Christmas party 
               almost a year ago.  It hadn't changed.

     CUT TO

113   INT. COMMUNITY CENTRE. -- DAY                               113   

     The deposition.  SAM watches his daughter as she speaks 
     confidently into the microphone.  The STENOGRAPHER takes 
     notes.

     NICOLE is answering questions from the opposing lawyer.

     MITCHELL is also taking notes.

                           SCHWARTZ
               Now on that morning, did there come 
               a time, Nicole, when you left your 
               parents' house?

                           NICOLE
               Yes.

                           SCHWARTZ
               What time in the morning was this?

                           NICOLE
               About eight-thirty in the morning.

                           SCHWARTZ
               Was anyone waiting for the bus with 
               you?

                           NICOLE
               No.  I was alone.  My sister Jenny 
               was sick and stayed home that day.

                           SCHWARTZ
               Was there anything unusual about the 
               driver, Dolores Driscoll, or the bus 
               that particular morning?

                                                       (CONTINUED)

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


                           NICOLE
               Like what?  I mean, I don't remember 
               a lot.

     ANGLE ON MITCHELL

                           MITCHELL
               I object to the form of that question.  
               Note that.

                           SCHWARTZ
               Was the bus on time?

                           NICOLE
               Yes.

                           SCHWARTZ
               And where did you sit that morning?

                           NICOLE
               My usual place.  On the right side.  
               The first seat.

                           SCHWARTZ
               And according to your recollection, 
               there was nothing unusual about the 
               drive that morning?

                           NICOLE
               Until the accident?  No.
                    (beat)
               Yes, there was.

     ANGLE ON MITCHELL

     Worried about this new information.

                           NICOLE (CONT'D)
               It was when Sean Walker got on.  He 
               was crying and didn't want to leave 
               his mother.  Mason Ansel was sitting 
               beside me.  I asked him to move, so 
               I could quiet Sean down.  When the 
               bus started up, a car came around 
               the corner and almost hit Sean's 
               mother.  She was okay, but it really 
               scared Sean, because he watched it 
               out the window.

                           SCHWARTZ
               And was this incident caused in any 
               way by anything the driver of the 
               bus did?

                                                       (CONTINUED)

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


     Pause.  MITCHELL is nervous.

                           NICOLE
               No, she hadn't even started to move 
               the bus.  It was the car's fault.

     MITCHELL is relieved.

                           SCHWARTZ
               There was nothing reckless in Mrs.
               Driscoll's behavior?

                           MITCHELL
               I object to that form of question.

     Note that.

                           NICOLE
                    (answering the question)
               No.

                           SCHWARTZ
               Did there come a time when all the 
               children had been picked up?

                           NICOLE
               Yes.

                           SCHWARTZ
               You remember that much?

                           NICOLE
               As I'm talking, I'm remembering more 
               about it.

     MITCHELL is worried.

                           MITCHELL
               Note my objection.  She said, 'As 
               I'm talking.'

                           SCHWARTZ
               Did there come a time when the bus 
               turned off Staples Mill Road onto 
               the Marlowe Road at what's called 
               Wilmot Springs?

                           NICOLE
               Yes.  There was a brown dog that ran 
               across the road up there, right by 
               the dump, and Dolores slowed down 
               not to hit him, and he ran into the 
               woods.
                           (MORE)

                                                       (CONTINUED)

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


                           NICOLE (CONT'D)
               And then Dolores drove on and turned 
               onto the Marlowe road, as usual.  I 
               remember that.  I'm remembering it 
               pretty clearly.

                           SCHWARTZ
                    (eyebrows raised)
               You are?

                           NICOLE
               Yes.

                           MITCHELL
                    (worried)
               Note that she said 'pretty clearly'.  
               Not 'clearly'.

                           SCHWARTZ
               And what was the weather like at 
               this time?

                           NICOLE
               It was snowing.

                           MITCHELL
               Unless the report from the National 
               Weather Bureau for the district on 
               January 23 goes into the record, I 
               will object to that question.

                           SCHWARTZ
               I will offer that report.  Well, 
               then, now that your memory seems to 
               be clearing, can you tell us what 
               else  you observed at that time?

                           NICOLE
               Before the actual accident?

                           SCHWARTZ
               Yes.

     NICOLE stares at her father as she responds.

                           NICOLE
               I was scared.

                           SCHWARTZ
               Why were you scared?

                           SCHWARTZ (CONT'D)
               This is before the accident, Nicole.  
               Do you understand what I'm asking?

                                                       (CONTINUED)

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


                           NICOLE
               Yes, I understand.

                           SCHWARTZ
               Why were you scared?

                           NICOLE
               Dolores was driving too fast.

     Silence.  MITCHELL is watching his entire case crumble.

                           SCHWARTZ
               Mrs.  Driscoll was driving too fast?  
               What made you think that, Nicole?

                           NICOLE
               The speedometer.  And it was downhill 
               there.

                           SCHWARTZ
               You could see the speedometer?

                           NICOLE
               Yes.  I looked.  I remember clearly 
               now.  It seemed we were going too 
               fast down the hill.  I was scared.

     NICOLE looks at MITCHELL, who stares back.

                           SCHWARTZ
               How fast would you say Mrs. Driscoll 
               was going?  To the best of your 
               recollection?

                           NICOLE
               Seventy-two miles an hour.

                           SCHWARTZ
               Seventy-two miles an hour?  You're 
               sure of this?

                           NICOLE
               Positive.

                           SCHWARTZ
               You believe that the bus driven by 
               Mrs. Driscoll was going at seventy- 
               two miles an hour at this time?

                           NICOLE
               I told you I was positive.  The 
               speedometer was large and easy to 
               see from where I was.

                                                       (CONTINUED)

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


     ANGLE ON

     The speedometer from NICOLE'S P.O.V.  It reads fifty-one 
     miles an hour.

                           SCHWARTZ
                    (voice over)
               You saw the speedometer?

                           NICOLE
               Yes.

                           SCHWARTZ
               Did you say anything to Mrs.
               Driscoll?

                           NICOLE
               No.

                           SCHWARTZ
               Why not?

                           NICOLE
               I was scared.  And there wasn't time.

                           SCHWARTZ
               There wasn't time?

                           NICOLE
               No.  Because the bus went off the 
               road.  And crashed.

                           SCHWARTZ
               You remember this?

                           NICOLE
               Yes.  I do now.  Now that I'm telling 
               it.

                           MITCHELL
                    (defeated)
               She said, 'Now that I'm telling it'.  
               Note that.

                           SCHWARTZ
               What do you remember about the 
               accident?

                           NICOLE
               I remember the bus swerved, it just 
               suddenly swerved to the right, and 
               it hit the guardrail and the snowbank 
               on the side of the road, and then it
                           (MORE)

                                                       (CONTINUED)

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


                           NICOLE (CONT'D)
               went over the embankment there, and 
               everyone was screaming and everything.  
               And that's all.  I guess I was 
               unconscious after that.  That's all.  
               Then I was in the hospital.

     SCHWARTZ smiles and makes some notes in his pad.  He talks 
     to MITCHELL without looking up.

                           SCHWARTZ
               Do you have any questions, Mr. 
               Stephens?

     MITCHELL stares silently at NICOLE for a long time.

                           NICOLE
                    (voice over)
               Daddy was leaning forward in his 
               chair, his mouth half open, as if he 
               wanted to say something.  Like what, 
               Daddy?  Like 'What about my money?'

     NICOLE and SAM stare at each other.

                           MITCHELL
               I have no questions.

                           SCHWARTZ
               Thank you, Nicole.

     NICOLE wheels herself away.  She passes MITCHELL.

                           MITCHELL
                    (in a low voice)
               You'd make a great poker player, 
               kid.

     NICOLE wheels herself over to her father.

                           NICOLE
               Let's go, Daddy.

114   EXT. COMMUNITY CENTRE -- DAY                                114   

     NICOLE is in the car in front of the community centre.  She 
     stares at SAM as he argues with MITCHELL on the steps.

                           NICOLE
                    (voice over)
               Daddy took a long time.  I guess he 
               wanted to have a few words with you.
                           (MORE)

                                                       (CONTINUED)

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


                           NICOLE (CONT'D)
               He must have tried to tell you that 
               I was lying.  Then you would tell 
               Daddy that it didn't matter if I was 
               lying or not, the lawsuit is dead.

     As NICOLE'S words are heard, her point of view of SAM and 
     MITCHELL arguing is seen.

     The movement of their lips is in sync with NICOLE'S voice 
     over.

                           NICOLE (CONT'D)
                    (voice over)
               Everyone's lawsuit is dead.  Forget 
               it.  Tell the others to forget it.  
               It's over.  Right now, Sam, the thing 
               you've got to worry about is why she 
               lied.  A kid who'd do that to her 
               own father is not normal, Sam.

     SAM comes down the stairs and enters the car, sitting down 
     at the driver's seat.  NICOLE stares at him as he starts the 
     car.

                           NICOLE (CONT'D)
                    (voice over)
               But Daddy knows who lied.  He knows 
               who the liar is.  He knows who's 
               normal.

     SAM stares ahead, not knowing what to do next.

                           NICOLE (CONT'D)
                    (speaking to SAM)
               I hope he lets us keep the computer.

     SAM turns to look at NICOLE.

                           NICOLE (CONT'D)
               I'd like an ice cream.

     CUT TO

115   INT. AIRPORT. -- MORNING                                    115   

     MITCHELL is at the baggage section of the arrival area, 
     waiting for his luggage.

     He watches PETER, the man he met in the washroom changing 
     his daughter, playing with the little girl.

     PETER is full of love as he swings the little girl into the 
     air as she laughs.

                                                       (CONTINUED)

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


     MITCHELL is caught in a daydream, smiling at the happy image 
     of father and daughter.  ALISON approaches him.

                           ALISON
               Well, it was nice meeting you again, 
               Mr. Stephens.

                           MITCHELL
               Mitchell.  It was nice to see you 
               again, Ally.

                           ALISON
               Alison.

                           MITCHELL
               Alison.

                           ALISON
               Say hi to Zoe.

                           MITCHELL
               I will.

                           ALISON
               I hope she gets better.

                           MITCHELL
               I'll tell her that.

     ALISON shakes MITCHELL'S hand, and leaves.

     CUT TO

116   EXT. FAIRGROUND -- DAY                                      116   

     SAM wheels NICOLE along a path away from the same concession 
     stand that was seen at the beginning of the film.  NICOLE is 
     licking an ice-cream cone.  Around them, people are setting 
     up the bandstand.

                           NICOLE
               Daddy, can we come to the fair?

                           SAM
               Yes.

                           NICOLE
               How about Sunday night?  That's always 
               the best time.

                           SAM
               Okay.

                                                       (CONTINUED)

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


     NICOLE looks at a team of men constructing a ride.  A school 
     bus pulls up, and a group of children spill out.  NICOLE 
     watches as the driver tries to form them into a group.

                           NICOLE
               What's going to happen to Dolores?

                           SAM
               I don't know.

                           NICOLE
               Will the police do anything to her?

                           SAM
               It's too late for that.  She can't 
               drive the bus anymore.  The school 
               board saw to that right off.

                           NICOLE
               She'll move away.

                           SAM
               There's talk of that.

                           NICOLE
               Someplace where no one knows her.
                    (beat)
               Someplace strange and new.

     SAM is frozen.  NICOLE smiles to herself.

     CUT TO

117   EXT. AIRPORT. -- MORNING                                    117   

     At the airport, in the arrivals bay, MITCHELL waits for his 
     limousine.

     Across the road, a hotel minibus is parked.  The driver is 
     DOLORES.  The camera settles on her face as she stares at

     MITCHELL.

     MITCHELL catches her gaze, and the two stare at each other.

                           NICOLE
                    (voice over)
               As you see each other, almost two 
               years later, I wonder if you realize 
               something.

     MITCHELL'S limo arrives.  He gets inside.

                                                       (CONTINUED)

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


     CUT TO

118   INT. LIMOUSINE -- MORNING                                   118   

     CLOSE-UP of MITCHELL as he stares ahead, lost in thought.

                           NICOLE
                    (voice over)
               I wonder if you realize that all of 
               us - Dolores, me, the children who 
               survived, the children who didn't-- 
               that we're all citizens of a different 
               town now.

     CUT TO

119   EXT. GAS STATION -- DAY                                     119   

     BILLY watches as a crane lifts the demolished schoolbus onto 
     a flatbed truck.

                           NICOLE
                    (voice over)
               A town of people living in the sweet 
               hereafter.

     CUT TO

120   EXT. CAR -- AFTERNOON                                       120   

     NICOLE and SAM driving home from the fairground.

                           NICOLE
                    (voice over)
               Whether others defend us, protect 
               us, love us or hate us - they do it 
               to meet their own needs, not ours.

     The camera leaves the car to look up at the sky.

     CUT TO

121   EXT. FAIRGROUND -- DUSK                                     121   

     Sunday night at the fairground.  NICOLE is staring at the 
     ferris wheel.  In her imagination, the swinging cars of the 
     slowly turning wheel are full of children.  The laughter and 
     noise is haunting.

     NICOLE smiles as she stares at this private apparition.

                                                       (CONTINUED)

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


                           NICOLE
                    (voice over)
               This is what I learned.  This is 
               what I found out.

     CUT TO

122   INT. BILLY'S HOUSE. JESSICA AND MASON'S BEDROOM. -- NIGHT   122   

     NICOLE has just finished reading a story to JESSICA and MASON.  
     The children are asleep.  NICOLE puts the book down, and 
     kisses the two sleeping children on the cheek.

     NICOLE gets up to leave the bedroom, leaving the door slightly 
     open.

     Light spills in from the hallway.

                               The End

     October, 1996