You've Got Mail (1998)
      
Directed by Nora Ephron
      
Written by Nora Ephron & Delia Ephron
      
Based on the play "Parfumerie" by Miklós László
      
2nd final white
revised February 2, 1998

Tom Hanks .................................... Joe Fox
Meg Ryan .............................. Kathleen Kelly
Greg Kinnear ........................... Frank Navasky
Parker Posey ........................... Patricia Eden
Jean Stapleton ......................... Birdie Conrad
Steve Zahn ............................. George Pappas
Heather Burns ..................... Christina Plutzker
David Chappelle ........................ Kevin Jackson
Dabney Coleman ............................ Nelson Fox
John Randolph ........................... Schuyler Fox
Deborah Rush .......................... Veronica Grant
Hallee Hirsh ........................... Annabelle Fox
Jeffrey Scaperrotta ...................... Matthew Fox
   
       

     FADE IN ON:

 1   CYBERSPACE                                                     1   

     We have a sense of cyberspace-travel as we hurtle through a 
     sky that's just beginning to get light.  There are a few 
     stars but they fade and the sky turns a milky blue and a big 
     computer sun starts to rise.

     We continue hurtling through space and see that we're heading 
     over a computer version of the New York City skyline.  We 
     move over Central Park.  It's fall and the leaves are glorious 
     reds and yellows.

     We reach the West Side of Manhattan and move swiftly down 
     Broadway with its stores and gyms and movies theatres and 
     turn onto a street in the West 80s.

     Hold in front of a New York brownstone.

     At the bottom of the screen a small rectangle appears and 
     the words:

     ADDING ART

     As the rectangle starts to fill with color, we see a 
     percentage increase from 0% to 100%.  When it hits 100% the 
     image pops and we are in real life.

 2   EXT. NEW YORK BROWNSTONE - DAY                                 2   

     Early morning in New York. A couple of runners pass on their 
     way to Riverside Drive Park.

     We go through the brownstone window into:

 3   INT. KATHLEEN KELLY'S APARTMENT - DAY                          3   

     KATHLEEN KELLY is asleep.  Kathleen, 30, is as pretty and 
     fresh as a spring day.  Her bedroom's cozy, has a queen-sized 
     bed and a desk with a computer on it.  Bookshelves line every 
     inch of wall space and overflow with books.  Framed on the 
     wall: the cover of the children's classic, Madeleine.

     As Kathleen wakes up, her boyfriend FRANK NAVASKY walks into 
     the room.  He wears blue jeans and a workshirt.  He's carrying 
     the New York Times.

                           KATHLEEN
               Good morning.

                                                       (CONTINUED)

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


                           FRANK
                    (as he reads)
               Listen to this -- the entire work 
               force of the state of Virginia had 
               to have solitaire removed from their 
               computers --

     Kathleen gets out of bed and goes to brush her teeth in the 
     bathroom, and we stay with Frank.

                           FRANK (CONT'D)
                    (continuing)
               -- because they hadn't done any work 
               in six weeks.

     Kathleen comes out of the bathroom in her robe.

                           KATHLEEN
               Aren't you late?

                           FRANK
                    (continuing)
               You know what this is, you know what 
               we're seeing here?  We're seeing the 
               end of Western civilization as we 
               know it.

                           KATHLEEN
               This is so sad.

     She tosses him his jacket.

                           FRANK
                    (points at her computer)
               You think that machine is your friend, 
               but it's not.
                    (checks his watch)
               I'm late.

 4   INT. LIVING ROOM - KATHLEEN'S APARTMENT - CONTINUOUS           4   

     As Frank walks to the apartment door.  We see a charming 
     room with a couch, fireplace, books, and a dining table with 
     a typewriter with a cover on it.

                           KATHLEEN (O.S.)
               I'll see you tonight.

                           FRANK
               Sushi.

                           KATHLEEN (O.S.)
               Great.  Bye.

                                                       (CONTINUED)

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


     Frank goes out the door.  It closes.

     Kathleen tiptoes into the hall and looks through the fish-
     eye peephole watching as he goes down the stairs, disappearing 
     from sight.  She walks into:

 5   INT. KATHLEEN'S BEDROOM - DAY                                  5   

     And looks out the front window as Frank walks out onto the 
     street and turns toward Broadway.

     He's gone.  Good.

     She sits down at her computer.  An expression of anticipation 
     and guilty pleasure as she clicks the mouse.

 6   INT. COMPUTER SCREEN - DAY                                     6   

     As we see the logo for America On Line come up and Kathleen's 
     code name: Shopgirl.  She logs on and the computer makes all 
     its little modem noises as the computer dials the access 
     number and connects and we hear the machine:

                           COMPUTER
               Welcome.

     And we see Kathleen, listening for the words she's waiting 
     to hear:

                           COMPUTER (CONT'D)
               You've got mail.

     And Kathleen smiles as her mail page comes up:

 7   INT. COMPUTER SCREEN - DAY                                     7   

     WE SEE A LIST OF LETTERS:

     Big Cash Op: You can make $$$ in your spare time.  OIL MKT: 
     You can turn $20 into $20,000 THIS REALLY WORKS U CAN DO IT: 
     Maximize your selling ability nowwwww!!!  NY152 Brinkley

     Kathleen hits the "delete" key and the first three letters -- 
     all of them junk-mail -- are deleted and drop offscreen.

     Then she selects the "Read Mail" key for "NY 152 Brinkley".

     AND THE LETTER COMES UP:

     To: Shopgirl 

     From: NY152 

     Re: Brinkley 

                                                       (CONTINUED)

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


     Kathleen starts to read the letter aloud:

                           KATHLEEN
               Brinkley is my dog.  He loves the 
               streets of New York as much as I do --

     And now we hear Kathleen's voice replaced by the voice of NY 
     152, a man named JOE FOX --

                           JOE (V.O.)
               -- although he likes to eat bits of 
               pizza and bagel off the sidewalk, 
               and I prefer to buy them.  Brinkley 
               is a great catcher and was offered a 
               tryout on the Mets farm team --

 8   INT. JOE'S APARTMENT - DAY                                     8   

     A dog is sitting on a large green pillow on the floor. This 
     is BRINKLEY.  The pillow has "Brinkley" embroidered on it.

     Brinkley's master, JOE FOX, a great-looking guy, full of 
     charm and irony, comes into the kitchen and pours himself 
     some orange juice.  He's half-dressed.

                           JOE
               -- but he chose to stay with me so 
               that he could spend 18 hours a day 
               sleeping on a large green pillow the 
               size of an inner tube.  Don't you 
               love New York in the fall?  It makes 
               me want to buy school supplies.  I 
               would send you a bouquet of newly-
               sharpened pencils if I knew your 
               name and address.  On the other hand, 
               this not knowing has its charms.

                           VOICE
               Darling --

                           JOE
               Mmmmmhmmm --

     Joe's girlfriend PATRICIA EDEN, in Armani head to toe, comes 
     into the kitchen and turns on the $2000 espresso machine, 
     which starts grinding beans.  She's carrying the morning 
     papers.

                           PATRICIA
               I'm late.
                    (indicating the 
                    newspaper)
               Random House fired Dick Atkins.
                           (MORE)

                                                       (CONTINUED)

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


                           PATRICIA (CONT'D)
               Good riddance.  Murray Chilton died.  
               Which makes one less person I'm not 
               speaking to --
                    (she drains a cup of 
                    espresso as a second 
                    starts to come out 
                    of the machine)
               Vince got a great review.  He'll be 
               insufferable.  Tonight,  PEN dinner --

                           JOE
               Am I going?

                           PATRICIA
               You promised.

                           JOE
               Can't I just give them money?  That's 
               the cause?  Free Albanian writers?  
               I'm for that.

     Patricia drains another cup of espresso, looks at him.

                           JOE (CONT'D)
               All right, I'll go.  You're late.

                           PATRICIA
               I know I know I know.

     She tears out of the kitchen and the door slams behind her.

     Hold on Joe, listening as he hears the elevator door open 
     and close on the landing outside.

 9   IT. JOE'S DEN - DAY                                            9   

     As he comes in and sits down at his laptop computer and logs 
     on.

     JOE & THE COMPUTER (TOGETHER)

     Welcome... You've got mail.

     And as he starts to read his letter, we hear:

                           KATHLEEN (V.O.)
               I like to start my notes to you as 
               if we're already in the middle of a 
               conversation.  I pretend that we're 
               the oldest and dearest friends -- as 
               opposed to what we actually are, 
               people who don't know each other's
                           (MORE)

                                                       (CONTINUED)

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


                           KATHLEEN (V.O.) (CONT'D)
               names and met in a Chat Room where 
               we both claimed we'd never been 
               before.

10   INT. JOE'S ELEVATOR - DAY                                     10   

     As Joe, dressed for work, takes the elevator down with his 
     elevator man CHARLIE.  There's a certain amount of Good 
     morning, etc., as the elevator goes down and the voice-over 
     continues:

                           KATHLEEN (V.O., CONTINUES)
               What will he say today, I wonder.  I 
               turn on my computer, I wait 
               impatiently as it boots up.

11   EXT. RIVERSIDE DRIVE - DAY                                    11   

     As Joe comes out of his building.

                           KATHLEEN
               I go on line, and my breath catches 
               in my chest until I hear three little 
               words: You've got mail.

     And the camera now pans from 152 Riverside uptown to:

12   EXT. NEW YORK BROWNSTONE - MORNING                            12   

                           KATHLEEN
               I hear nothing, not even a sound on 
               the streets of New York, just the 
               beat of my own heart.  I have mail.  
               From you.

13   EXT. BROADWAY - MORNING                                       13   

     As Kathleen comes onto Broadway at the corner of 83rd Street 
     and starts downtown.

     Through a long lens we can see Joe, walking blocks behind 
     her.

     As Kathleen and Joe make their way down Broadway we see the 
     West Side of Manhattan in the morning.  Mothers and fathers 
     taking their kids to school, people on their way to work, 
     dogs being walked.  School buses picking up kids, bakery 
     trucks dropping off brown bags of bread in the doorframes of 
     unopened restaurants.

     Kathleen stops at a newsstand, says good morning to the 
     newsstand dealer, and picks up a New York Times.

                                                       (CONTINUED)

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


     Metal grates are pulled up to open flower shops, nail salons, 
     the pharmacy, fish store, the Cuban Chinese Restaurant, 
     Zabar's.

     Joe stops at the same newsstand.  He buys all the papers -- 
     the Times, Wall Street Journal, Post and Daily News.

14   INT. STARBUCKS - DAY                                          14   

     As Kathleen picks up her coffee, walks out.

15   EXT. COLUMBUS AVENUE - DAY                                    15   

     As Kathleen walks down Columbus, we see Joe a block behind 
     her.  She stops to buy flowers and Joe passes her, crosses 
     to the East side of Columbus Avenue.

16   EXT. COLUMBUS AVENUE - DAY                                    16   

     A building under construction, with plywood board covering 
     the front and wrapping around the corner.  Joe goes to a 
     side entrance and enters.

17   EXT. COLUMBUS & 73RD STREET - DAY - CONTINUOUS                17   

     As Kathleen comes around the corner onto 73rd and stops in 
     front of her store, a children's bookstore called "The Shop 
     Around the Corner."  It is an irresistibly inviting store.

     There are twinkle lights in the windows, framing large stuffed 
     animals reading children's books: Madeleine, Good Night Moon, 
     Where the Wild Things Are.  A teddy bear in a pinafore is 
     reading The Stupids Step Out.  Waiting for Kathleen in front 
     is one of her employees, CHRISTINA.

                           KATHLEEN
               Hello, Christina.  It's a beautiful 
               day.  Isn't it the most beautiful 
               day?

     Christina looks up at the sky as if seeing it for the first 
     time.

                           CHRISTINA
               I guess.  Yeah, sure.

     Kathleen unlocks the shop and cranks the grate, which rises, 
     making a horrible noise.  Two cabs almost collide in front 
     of the store, with a screech, and one cabdriver starts yelling 
     obscenities at the other.  Kathleen unlocks the door to the 
     store.

                           KATHLEEN
               Don't you love New York in the fall?

                                                       (CONTINUED)

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


     Christina looks at her puzzled.

18   INT. SHOP AROUND THE CORNER - CONTINUOUS                      18   

     Kathleen turns the CLOSED sign on the door over to read "OPEN" 
     and she activates the computer system.  She looks around, 
     and we see a small but charming children's bookstore, with 
     wooden shelves, a tiny area where kids can sit and read, 
     some charming posters and a glass case full of first editions 
     of the Oz books and Alice In Wonderland, etc.  There's a 
     playful display of witches, lit with twinkle lights covered 
     with orange pumpkin globes and a sign reading "The Ten Best 
     Witch List"  and a collection of witch books -- "The Lion, 
     The Witch and the Wardrobe," "The Witches," "The Wizard of 
     Oz."

     On the counter is a glass jar full of sugar-free lollipops.

     Kathleen hangs up her coat in the back of the store and 
     suddenly stops to daydream.  A smile creeps onto her face.

     Christina looks at her.

                           CHRISTINA
               What's going on with you?

                           KATHLEEN
               Nothing.

                           CHRISTINA
               You're in love.

                           KATHLEEN
               In love?  No.  Yes.  Of course I am.  
               I'm in love with Frank.  I'm 
               practically living with Frank.  Do 
               you think you could get our Christmas 
               mailers out this week?

                           CHRISTINA
               By Monday I promise.  I have a paper 
               due Friday.  Now what's going on?
                    (she looks at Kathleen)
               I'm just going to stand here till 
               you tell me.

     A beat.

                           KATHLEEN
               Is it infidelity if you're involved 
               with someone on E-mail?

                           CHRISTINA
               Have you had sex?

                                                       (CONTINUED)

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


                           KATHLEEN
               Of course not.  I don't even know 
               him.

                           CHRISTINA
               I mean cybersex.

                           KATHLEEN
               No!

                           CHRISTINA
               Well, don't do it.  The minute you 
               do, they lose all respect for you.

                           KATHLEEN
               It's not like that.  We just E-mail.  
               It's really nothing, on top of which 
               I'm definitely thinking of stopping 
               because it's getting --

                           CHRISTINA
               Out of hand?

                           KATHLEEN
               Confusing.  But not really.  Because 
               it's nothing.

                           CHRISTINA
               Where did you meet him?

                           KATHLEEN
               I can't even remember.
                    (off Christina's look)
               The day I turned thirty I wandered 
               into the Over Thirty Room for a joke, 
               sort of and he was there, and we 
               started chatting.

                           CHRISTINA
               About what?

                           KATHLEEN
               Books.  Music.  How much we both 
               love New York.  Harmless.  Harmless.  
               Meaningless.
                    (starts smiling)
               Bouquets of sharpened pencils.

                           CHRISTINA
               Excuse me?

                           KATHLEEN
               Forget it.
                           (MORE)

                                                       (CONTINUED)

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


                           KATHLEEN (CONT'D)
               We don't talk about anything personal.  
               We made a rule about that.  I don't 
               know his name, what he does or exactly 
               where he lives, so it will be really 
               easy to stop seeing him, because I'm 
               not.

                           CHRISTINA
               God, he could be the next person to 
               talk into the store.  He could be...
                    (as George walks in)
               George.

     GEORGE PAPPAS, in his twenties, one of Kathleen's salespeople, 
     is a cute guy who has no idea that he's supposed to look in 
     the mirror when he gets dressed.

                           GEORGE
               Morning.

                           CHRISTINA
               Are you On Line?

                           GEORGE
               As far as I'm concerned, the Internet 
               is just another way to be rejected 
               by a woman.

     BIRDIE walks in.  She is in her seventies, has white hair, 
     and is tiny, like a little sparrow.  She is the store's oldest 
     employee, having worked there for over forty years, and serves 
     as a accountant as well as salesperson.

                           KATHLEEN
               Good morning, Birdie.

                           BIRDIE
               What are you all talking about?

                           CHRISTINA
               Cybersex.

                           BIRDIE
               I tried to have cybersex once but I 
               kept getting a busy signal.

                           CHRISTINA
               I know, I know.  One Saturday night 
               I was really depressed about not 
               having a date, so I thought, no 
               problemo, I'll go on line and I won't 
               be lonely, but I couldn't get on,
                           (MORE)

                                                       (CONTINUED)

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


                           CHRISTINA (CONT'D)
               there were hundreds of thousands of 
               people who didn't have dates trying 
               to get on.  You have to wonder which 
               is harder, getting a date or getting 
               On Line when you don't have a date.

                           GEORGE
               Getting a date is harder.

     We hear the bell jingle as TWO WEST SIDE MOTHERS come in 
     with two KIDS IN STROLLERS.

                           KATHLEEN
                    (to the kids)
               Jessica and Maia, how are you today?

     We hear the sound of the garbage truck.  Kathleen goes out

     THE FRONT DOOR TO:

19   EXT. SHOP AROUND THE CORNER - DAY                             19   

     As the commercial garbage truck pulls up and TWO GARBAGEMEN 
     start to load her trash.

                           KATHLEEN
               Hey, you forgot to pick up the garbage 
               last week and I got a ticket.  And 
               you're late today -- I could have 
               gotten another.

                           GARBAGEMAN #1
               We were here, there was no garbage.

                           GARBAGEMAN #2
               Yeah.

                           KATHLEEN
               Of course there was --

                           GARBAGEMAN #1
               What do you think, I don't want to 
               pick up garbage?  You think I go up 
               and down the street picking up 
               garbage, I'm not going to pick up 
               yours?  What's the matter with you?

                           GARBAGEMAN #2
               Yeah.

     Kathleen is standing there, tongue-tied.

                                                       (CONTINUED)

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


                           GARBAGEMAN #1
               You don't even bundle it right, you're 
               supposed to bundle it and leave it 
               near the curb, you leave it near the 
               store and you use cheap garbage bags, 
               they smear all over the place, and 
               then I got to pick it up with my 
               shovel --

20   INT. SHOP AROUND THE CORNER - CONTINUOUS                      20   

     As Christina, who's helping one of the customers, looks out 
     the window as the harangue continues.

21   EXT. SHOP AROUND THE CORNER - CONTINUOUS                      21   

                           GARBAGEMAN #1
               And now you're busting my chops.  
               You're just another garbage pick-up 
               to us, okay?

                           GARBAGEMAN #2
               Yeah.

     As Kathleen continues to stand there, speechless.

22   INT. SHOP AROUND THE CORNER - CONTINUOUS                      22   

     As Kathleen comes back into the store.  Christina is ringing 
     up a sale.

                           KATHLEEN
               That guy went ballistic on me.

                           CHRISTINA
               I hope you told him off.

                           KATHLEEN
               Not exactly.

     Another customer enters the store.  The bell jingles.

23   EXT. CONSTRUCTION SITE ON COLUMBUS - DAY                      23   

     A little truck carrying a knife sharpener, its bells ringing, 
     passes the building under construction.

24   INT. CONSTRUCTION SITE - DAY                                  24   

     WORKERS, ELECTRICIANS, MASONS, CARPENTERS, etc. in the process 
     of building what looks like a large store.  Wires hanging 
     everywhere.

                                                       (CONTINUED)

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


                           KEVIN
               The electrical contractor called.  
               His truck hit a deer last night, he 
               won't be in 'til tomorrow.  The 
               shelves are late because the shipment 
               of pine had beetles.  And there's 
               some question about whether we're 
               installing the stairs in the right 
               spot --

                           JOE
               That sounds great.

                           KEVIN
               Testing one two three four.

                           JOE
               Is the electrician here?

                           KEVIN
               I just told you -- he hit a deer.

                           JOE
               I hear nothing.  Not a sound on the 
               city streets, just the beat of my 
               own heart.  I think that's the way 
               it goes.  Something like that.

                           KEVIN
                    (beginning to glean 
                    something)
               Did you and Patricia get engaged?

                           JOE
               Engaged?  Are you crazy?

                           KEVIN
               I thought you liked Patricia --

                           JOE
               I love Patricia.  Patricia's amazing.  
               Patricia makes coffee nervous.
                    (suddenly all business)
               Are we still on schedule?

                           KEVIN
               We open two weeks before Thanksgiving.

                           JOE
               I guess we should announce ourselves 
               soon.  Tell people we're coming.

                                                       (CONTINUED)

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


                           KEVIN
               This is the Upper West Side of 
               Manhattan.  The minute they hear 
               they'll be lining up --

                           JOE
               -- to picket --

                           KEVIN
               -- the big bad --

                           JOE
               --chain store --

                           KEVIN
               -- that destroys --

                           JOE
               -- everything we hold dear.  But 
               we'll seduce them with our square 
               footage and our deep armchairs and 
               our amazingly swift checkout lines 
               and our discounts and our...

                           JOE & KEVIN
                    (the trump card)
               -- cappuccino.

                           JOE
               They hate us in the beginning, but 
               we get them in the end.  Meanwhile 
               we should just put up a sign -- Coming 
               soon, a Foxbooks Superstore and The 
               End of Western Civilization As We 
               Know It.

25   INT. FOXBOOKS - WORLD HEADQUARTERS - DAY                      25   

     Joe is in the office with his father, NELSON FOX, and his 
     grandfather, SCHUYLER FOX.  The office has been recently 
     redecorated; everything is new and a little overdone.

     On the wall we see the Foxbooks logo.

                           JOE
               Kevin and I are both a little 
               concerned about the neighborhood 
               response --
                    (suddenly notices the 
                    garish couch)
               What is this fabric?  Does it have a 
               name?

                                                       (CONTINUED)

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


                           NELSON
               Money.  Its name is money.

                           JOE
               Gillian selected it.

                           NELSON
               Of course.

                           SCHUYLER
               Your father is getting married again.

                           JOE
               Oh, great, congratulations, Dad.  
               Why?

                           NELSON
               Who knows?  Why does anyone get 
               married?

                           JOE
               Love.

                           NELSON
               Yes, that is one reason.

                           SCHUYLER
               I think you're a damn fool.

                           NELSON
               Dad, Matthew is four.  It would be 
               nice for him if his parents were 
               married.

                           SCHUYLER
               Annabel is eight and I'm not married 
               to her mother.  I can't even remember 
               her mother's name.
                    (he laughs merrily)

                           JOE
               I have a very sad announcement to 
               make.  City Books on 23rd Street is 
               going under ...

     Nelson, Shuyler, and Joe high-five each other.

                           NELSON
               Another independent bookstore bites 
               the dust --

                           SCHUYLER
               On to the next.

                                                       (CONTINUED)

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


                           JOE
               And I'm buying their entire stock -- 
               architecture, New York history -- 
               for the new store.

                           NELSON
               How much are your paying?

                           JOE
               Whatever it costs, it won't be as 
               much as this exquisite mohair episode.
                    (indicates the couch)
               We're also going to have a section 
               on West Side Writers --

                           SCHUYLER
               -- as a sop to the neighborhood.

                           NELSON
               Perfect.  It'll keep those West Side 
               liberal nut pseudo-intellectual 
               bleeding hearts --

                           JOE
               Readers.  They're called readers.

                           NELSON
               Don't romanticize them.  It'll keep 
               them from jumping down your throat --

                           SCHUYLER
               What's the competition?

                           JOE
               One mystery store.  Sleuth, on 86th 
               and Amsterdam.  And a children's 
               bookstore.  The Shop Around the 
               Corner.  Been there forever.

                           SCHUYLER
               Cecilia's store.

                           JOE
               Who's that?

                           SCHUYLER
               Cecilia Kelly, lovely woman.  I think 
               we might have had a date once.  Or 
               maybe we just exchange letters.

                           JOE
               You wrote her letters?

                                                       (CONTINUED)

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


                           SCHUYLER
               Mail.  It was called mail.

                           NELSON
                    (fondly nostalgic and 
                    kidding it slightly)
               Stamps.  Envelopes.

                           JOE
               Wait.  I've heard of it.  It was a 
               means of communication before I was 
               born.

                           NELSON
               Exactly.

                           SCHUYLER
               Cecilia had beautiful penmanship.  
               She was too young for me, but she 
               was...  enchanting.  Her daughter 
               owns it now.

                           NELSON
               Too bad for her.

     As a DECORATOR walks into the office carrying a pile of 
     upholstered pillows, and Joe turns to look at them.

                           COMPUTER VOICE (OVER)
               Welcome.  You've got mail.

                           JOE (V.O.)
               My father is getting married again.  
               For five years he's been living with 
               a woman who studied decorating at 
               Caesar's Palace.

                           COMPUTER VOICE
               You've got mail.

26   INT. SUBWAY - DAY                                             26   

     Kathleen looks up from her book as a butterfly flies through 
     the subway car.

                           KATHLEEN (V.O.)
               Once I read a story about a butterfly 
               in the subway, and today I saw one. 
               I couldn't believe it.  It got on at 
               42nd --

     The train comes to a stop.  The butterfly flies out.

                                                       (CONTINUED)

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


                           KATHLEEN (V.O.) (CONT'D)
               -- and got off at 59th, where I assume 
               it was going to Bloomindale's to buy 
               a hat that will turn out to be a 
               mistake.  As almost all hats are.

27   EXT. H & H BAGELS - NIGHT                                     27   

     A flour truck is unloading flour into a hole in the ground.

                           JOE (V.O.)
               Did you know that every night a truck 
               pulls up to H&H Bagels and pumps 
               about a ton of flour into the ground?  
               The air is absolutely amazing.

     As Joe comes around the corner and sees the dust filling the 
     air.  It is amazing.

                           KATHLEEN (V.O.)
               I guess I've read Pride & Prejudice 
               about 100 times --

28   INT. JOE'S KITCHEN - DAY                                      28   

     As Joe reads a copy of Pride and Prejudice.  He can't stand 
     it.

                           KATHLEEN (V.O.)
               -- and every time I read it I worry 
               that Elizabeth and Mr. Darcy are not 
               going to get together -- but the 
               truth is whenever I think about my 
               favorite book I always think about 
               the books I read as a child --

29   INT. SHOP AROUND THE CORNER - DAY                             29   

     As Kathleen takes a copy of Homer Price off the shelf.

                           JOE (V.O.)
               Did you ever read Homer Price?  My 
               all-time favorite children's book.

     She opens it to the illustration of the doughnut machine 
     that won't stop making doughnuts.

                           JOE (V.O., CONT'D) (CONT'D)
               There's a doughnut machine in it 
               that won't stop making doughnuts, 
               they just keep coming down the chute 
               just as regular as a clock can tick.

                                                       (CONTINUED)

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


30   EXT. KRISPY KREME STORE - DAY                                 30   

                           KATHLEEN (V.O.)
               Have you been to Krispy Kreme?

     Joe, eating a doughnut, looks through the window at the huge 
     doughnut machine as the doughnuts roll down the chute just 
     as regular as a clock can tick.

                           KATHLEEN (V.O., CONT'D) (CONT'D)
               There's a doughnut machine right in 
               the window that makes 110 dozen 
               doughnuts an hour.

31   EXT. STARBUCKS - DAY                                          31   

     As Joe leaves with his morning coffee.

32   EXT. COLUMBUS AVENUE - NEW YORK - MORNING                     32   

     Joe goes to his painter at work: COMING SOON is as far as 
     he's gotten.

33   EXT. STARBUCKS - DAY                                          33   

     She enters Starbucks.

34   INT. STARBUCKS - DAY                                          34   

     As Kathleen buys her morning coffee and listens to everyone 
     ordering.

     We can hear the sounds of Starbucks: "Short decaf cap,"  
     "Tall mocha latte."  "Grande lowfat regular."  Etc.

35   EXT. COLUMBUS AVENUE - A HALF HOUR LATER                      35   

     The painter is further along on the sign.  It now reads:

     COMING SOON, A FOXBOOKS SU --

     Kathleen walks past the construction site.  She doesn't really 
     pay attention to the sign painter.

     We see two police cars barreling up 75th Street, followed by 
     a television news truck.

36   EXT. BROADWAY - CONTINUOUS                                    36   

     The police cars and TV truck barrel uptown.

                                                       (CONTINUED)

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


37   EXT. 101ST STREET - CONTINUOUS                                37   

     They turn left onto West 101st and stop in front of an 
     apartment building on the block.  There are more police cars 
     and a horde of television reporters with microphones, etc.

     George emerges from the building as a newscaster broadcasts.

                           TV REPORTER
               The body of a woman was found this 
               morning on the roof of a New York 
               building...

     As George comes out of his building into a horde of REPORTERS 
     with microphones, cameras, etc. and listens to the reporter, 
     who, seeing George, sticks the microphone into his face.

                           TV REPORTER (CONT'D)
               Here is a resident of the building.  
               Your name, please?

                           GEORGE
               George Pappas.

                           REPORTER
               Did you see or hear anything unusual 
               last night?

                           GEORGE
               No.  I didn't go out.

     At that moment, George sees a young woman.  This is MEREDITH 
     CARTER.  He is struck dumb.

                           REPORTER
               The victim was red-haired, about 
               thirty-five, wearing a jogging suit.  
               Did you encounter anyone by that 
               description in the building?  Sir?

     George hasn't heard a word.

                           REPORTER (CONT'D)
               Have there been any wild parties 
               lately?

     George doesn't answer.

                           REPORTER (CONT'D)
               Could it perhaps be one of your 
               neighbors?

     George continues to stare at the beautiful woman.  As he 
     does, she notices him.  She stares back.

                                                       (CONTINUED)

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


     The reporter, ignored, finally turns away.

                           REPORTER (CONT'D)
                    (to camera)
               As you can see, no one here knows 
               anything.

     He continues to stand there, dumbstruck for a moment.

     Meredith Carter starts to walk away.

38   EXT. NEW YORK STREET - DAY                                    38   

     As George walks along Broadway, past the sign, which now 
     says: "COMING SOON: A FOXBOOKS SUPERSTORE".  He sees it.

39   INT. SHOP AROUND THE CORNER                                   39   

     Kathleen and several CUSTOMERS in the store.

     George walks in and goes to the back to hang up his coat.

     Christina is unpacking boxes.  Birdie is at the desk.  George 
     looks at Christina meaningfully.

                           CHRISTINA
                    (totally mystified)
               What?

                           GEORGE
               The coup de foudre. I had one. I 
               never believed in them, but I just 
               had one.

                           BIRDIE
               Is that the thing where you get cold 
               suddenly, bang?

                           CHRISTINA
               No, that's the coup de vieux.

                           BIRDIE
               I had that.

                           GEORGE
               The coup de foudre is where you get 
               love suddenly, bang.  A thunderbolt.

                           BIRDIE
               I had that too.  Only I had it in 
               Seville, where it was called ,el 
               estruendo de amor.

                                                       (CONTINUED)

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


                           GEORGE
               I don't know her name, or anything 
               about her.  I may never see her again.

                           CHRISTINA
               And if you ever do meet her, you'll 
               find out all the horrible details, 
               and that will be that.  She'll turn 
               out to have pictures of the Virgin 
               Mary all over the walls.

                           GEORGE
               I won't care.

     Kathleen sticks her head into the back.

                           KATHLEEN
               Can someone help me out here?

                           CHRISTINA
               George had a coup de foudre.

                           GEORGE
               And Christina's making fun of me.

                           KATHLEEN
               Don't let her.  I believe in this, I 
               completely believe in this.  It 
               happened to Madame Bovary, at least 
               six times.

                           CHRISTINA
               And she was wrong every time.

                           KATHLEEN
               Yes!
                    (beat)
               Who was she?

                           GEORGE
               I don't know.  She was standing 
               outside my building with the police 
               and the reporters.

                           KATHLEEN
               What police and reporters?

                           GEORGE
               Someone died.

                           KATHLEEN
               Who?

                                                       (CONTINUED)

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


                           GEORGE
               I have no idea about that either.  
               They found her on the roof.

                           KATHLEEN
               A dead body.  That's so sad.  But 
               you fell in love.  That's so great.

                           GEORGE
               Oh.  One other thing.

40   EXT. COLUMBUS AVENUE - DAY                                    40   

     The sign is now complete and it says: "Coming soon, just 
     around the corner.  A Foxbooks Superstore."

     Kathleen and George and Christina stand there looking at it.

                           CHRISTINA
               Quel nightmare.

                           KATHLEEN
               It has nothing to do with us. It's 
               big, impersonal, overstocked and 
               full of ignorant salespeople.

                           GEORGE
               But they discount.

                           KATHLEEN
               But they don't provide any service.  
               We do.

     George and Christina nod.

41   INT. BARNEY GREENGRASS - LUNCHTIME                            41   

     Kathleen is having lunch with Birdie.

                           KATHLEEN
               So really it's a good development.  
               You know how in the flower district, 
               there are all these flower shops in 
               a row so you can find whatever you 
               want.  Well, this is going to be the 
               book district.  If you don't have 
               it, we do.

                           BIRDIE
               And vice versa.

                                                       (CONTINUED)

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


42   INT. KATHLEEN'S APARTMENT - DUSK                              42   

     Kathleen in the kitchen, unloading groceries.  Frank is 
     standing there, plugging in an Olympia Report deluxe Electric 
     typewriter.

                           FRANK
               When you are finished with Foxbooks, 
               the Shop Around the Corner is going 
               to be responsible for reversing the 
               entire course of the Industrial 
               Revolution.

                           KATHLEEN
               That is so sweet, Frank.  Thank you.  
               That is so sweet.

                           FRANK
               Hey --

     He holds his arms out.  They hug.

                           KATHLEEN
               Although...

                           FRANK
               What?

                           KATHLEEN
                    (over his shoulder, 
                    she notices the 
                    typewriter, breaks 
                    from the hug)
               What is that doing there?

                           FRANK
               Listen to it.  Just listen--

     He strikes a key.  Practically swoons.

                           FRANK (CONT'D)
               The Olympia Report deluxe Electric 
               Report.  As in gunshot.

                           KATHLEEN
               That sound is familiar.

                           FRANK
               Now listen to this.

     He puts his ear to the typewriter.

     Kathleen listens too.

                                                       (CONTINUED)

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


                           KATHLEEN
               That whirring?

                           FRANK
               The gentle and soothing lullaby of a 
               piece of machinery so perfect --

                           KATHLEEN
               I know where I've heard it before.  
               I know.

     She whips a cover off the other typewriter on the table.

     It's the same machine exactly.

                           FRANK
               I needed a backup.

                           KATHLEEN
               Don't you have another one at your 
               apartment?

                           FRANK
               I might, I might.  So what?

                           KATHLEEN
               You're turning my apartment into a 
               typewriter museum.

                           FRANK
               I'll stop.  I'll try.  I probably 
               can't.  I see one and my knees go 
               weak.  Anyway, what were you starting 
               to say?

                           KATHLEEN
               When?

                           FRANK
               Before.

                           KATHLEEN
               Nothing.

                           FRANK
               Come on.

                           KATHLEEN
               I don't know.  I was just wondering 
               about my work and all.  I mean, what 
               is it I do exactly?  All I really do 
               is run a bookstore --

                                                       (CONTINUED)

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


                           FRANK
               All you really do is this incredibly 
               noble thing --

     Kathleen nods.

                           KATHLEEN
               But I don't know if I --

                           FRANK
                    (stopping her)
               Kathleen --

                           KATHLEEN
               But I just --

                           FRANK
               You are a lone reed.

     Kathleen looks puzzled.

     He sticks a piece of paper in the typewriter, starts typing.

                           FRANK (CONT'D)
               You are a lone reed waving in the 
               breeze standing strong and tall in 
               the corrupt sands of commerce.

     He whips the piece of paper out of the typewriter and hands 
     it to her.

                           KATHLEEN
                    (reading from it)
               I am a lone reed.
                    (tries it on again)
               I am a lone reed.

     Clutching her piece of paper, she wanders into the bathroom.

43   INT. BEDROOM - DUSK                                           43   

     We hear the sound of a typewriter begin to clack away in the 
     next room.

     Kathleen walks past her computer, looks at it.  Then she 
     goes over to the window, looks out at her street at dusk.

44   EXT. KATHLEEN'S STREET - DUSK                                 44   

     A group of schoolgirls in uniform, in two straight lines, 
     walk past with a tall woman.

                                                       (CONTINUED)

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


45   INT. KATHLEEN'S BEDROOM - DUSK                                45   

     She goes over to the bookshelf and pulls out a copy of 
     Madeleine by Ludwig Bemelmans and opens it to the illustration 
     of the twelve little girls in two straight lines marching 
     through the streets of Paris.  She looks at it, then looks 
     up, lost in thought.  We hear the sound of the computer keys.

                           KATHLEEN (V.O.)
               Sometimes I wonder about my life.  I 
               lead a small life.  Well, not small, 
               but circumscribed.  And sometimes I 
               wonder, do I do it because I like 
               it, or because I haven't been brave?  
               So much of what I see reminds me of 
               something I read in a book, when 
               shouldn't it be the other way around?

     And hold on her as she thinks about this.

     In the other room, we hear Frank typing.

     Kathleen goes to the computer, turns it on.

46   EXT. KATHLEEN'S BUILDING - NIGHT                              46   

     As we see Kathleen, through her curtains, a small figure 
     barely lit by her computer.

                           KATHLEEN
               I don't really want an answer.  I 
               just want to send this cosmic question 
               out into the void.  So goodnight, 
               dear void.

47   INT. DRIP - DAY                                               47   

     Drip is a cafe on Amsterdam Avenue with Fifties-style couches 
     and chairs in cozy seating arrangements.  Kathleen is standing 
     at the front counter with Christina, getting drinks.

                           CHRISTINA
               I went to the Foxbooks Website and 
               you can buy anything.  They ship it 
               to you in a day.  Maybe we should 
               get a website.

                           KATHLEEN
               My mother would never have wanted us 
               to have a website.  "Every book you 
               sell is a gift from your heart."  
               She always said that.

                                                       (CONTINUED)

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


     As they walk toward the back of the cafe, Kathleen notices a 
     stack of loose-leaf binders on the table.

                           CHRISTINA
               What if they put us out of business?

                           KATHLEEN
               It's out of the question.  We're a 
               fixture in the neighborhood.  We're 
               practically a landmark.
                    (indicating the binders)
               Men For Women, Women for Men, Women 
               for Women -- what is this?

                           CHRISTINA
               You fill out one of these forms and 
               they file it in the book and if 
               someone wants to meet you, they 
               arrange it.

                           KATHLEEN
               What a stupid way to meet someone.

                           CHRISTINA
               Compared to the Internet?

                           KATHLEEN
               My little thing on the Internet is 
               just a lark.

                           CHRISTINA
               So it's still going on?

                           KATHLEEN
               And I do not plan to meet him.
                    (indicating the book)
               Why do I get the feeling that you 
               are in here somewhere?

     Christina flips the book open to her application.

                           CHRISTINA
               I came in here one night and drank 
               too much coffee and filled one out.
                    (off Kathleen's look)
               Well how am I supposed to meet 
               someone?

                           KATHLEEN
               You are a runner.  Some day you will 
               make eye contact with another runner 
               and --

                                                       (CONTINUED)

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


                           CHRISTINA
               No one ever even looks at me.  They 
               don't.  On top of which, who are 
               they?  They could like the symphony.  
               I could never fall in love with 
               someone who likes to go to the 
               symphony --

                           KATHLEEN
               I know.  What are you supposed to do 
               there?

                           CHRISTINA
               I don't know.

                           KATHLEEN
               Sit.  You're supposed to sit.

                           CHRISTINA
               I could never fall in love with anyone 
               who smokes cigars either.

                           KATHLEEN
               I'll tell you what I hate.  Big fat 
               legs like stumps.

                           CHRISTINA
               Yeah.  I hate that too.

                           KATHLEEN
               The worst, the worst -- I could never, 
               under any circumstances, love anybody 
               who had a sailboat.

                           CHRISTINA
               Neither could I.

                           KATHLEEN
               If I had to get up on Saturday morning 
               knowing that I was about to go down 
               to the pier and unravel all those 
               ropes and put on all that sunblock --

                           CHRISTINA
               All that talk about the wind.

                           KATHLEEN
               And then you have to go out on the 
               boat, and you sail and sail and sail 
               until you are bored witless, and 
               then, only then, do they say, let's 
               turn around and you realize the trip 
               is only half over, only it's not, 
               because the wind has changed --

                                                       (CONTINUED)

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


                           CHRISTINA
               It hasn't changed.  It's died.

                           KATHLEEN
               So then there's more talk about the 
               wind.  While you just float up and 
               down trying not to get nauseous.  
               And when you finally get back, you 
               have to clean up the boat.

                           CHRISTINA
               Why don't people have boat maids?

                           KATHLEEN
               I know.  There're all these people 
               who wouldn't be caught dead polishing 
               a doorknob in their house but put 
               them on a boat and they want to rub 
               down everything in sight.

48   EXT. 19TH STREET BOAT BASIN - ANOTHER DAY                     48   

     Joe is on his sailboat.  He is polishing his brass and 
     whistling.

                           ANNABEL
               Joe --

     Joe jumps off the boat onto the dock to greet his 
     grandfather's daughter ANNABEL, 8, who is coming toward the 
     dock with GILLIAN, his father's overdecorated 32-year-old 
     fiance, her son, MATTHEW, 4, and the Nanny, MAUREEN.

                           JOE
               Hello.
                    (picks up Annabel)
               Annabel, how are you today?

                           ANNABEL
               Great.

                           JOE
                    (picks up Matt)
               Hey, big guy --

                           GILLIAN
               Don't I get a hello?

                           JOE
               Hello, Gillian.

                           GILLIAN
               Kiss me.  I'm going to be your wicked 
               stepmother.

                                                       (CONTINUED)

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


     Joe gives her a peck on the cheek.

                           JOE
               Who is this?

                           GILLIAN
               Nanny Maureen.  I brought her in 
               case you couldn't handle the kids.

                           ANNABEL
               Maureen's getting a divorce.

                           JOE
               I'm sorry to hear that.

                           MAUREEN
               It's my own fault.  Never marry a 
               man who lies.

                           JOE
               That is so wise.  Remember that, 
               Annabel.

                           ANNABEL
               She taught Matt to spell his name.

                           MATT
               Fox. F-O-X.

                           JOE
               Excellent, Matt.
                    (to Maureen)
               Good work.  You can have the day 
               off.  I'll take over from here.
                    (to Gillian)
               You must be late for something.  
               Volunteer work at the Henry Street 
               Settlement.  Packing bandages for 
               Bosnian refugees.  A course in Chinese 
               literature at Columbia.

                           GILLIAN
               I am.  I'm having my eggs harvested.

49   EXT. STREET FAIR - DAY                                        49   

     There's a block street fair with little booths, sausage 
     sandwich concessions, etc.  Annabel and Matt have been to 
     the makeup booth.  Annabel is a cat and Matt is a pirate.

     Annabel is carrying a goldfish in a baggie as they walk toward 
     Broadway.

                                                       (CONTINUED)

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


50   EXT. KATHLEEN'S STORE - DAY                                   50   

     As Joe, Annabel and Matt walk past.  There's some sort of 
     toy miniature princess in a pointed hat sitting outside the 
     store and a sign lit with twinkle lights: Storybook Lady 
     today 3:30.

51   INT. KATHLEEN'S STORE - DAY                                   51   

     Kathleen is sitting on a stool reading to a group of CHILDREN, 
     including Annabel and Matt, who are crammed into her store.

     Joe is watching, along with some PARENTS as Kathleen reads 
     from a Roald Dahl book.

52   INT. KATHLEEN'S STORE - LATER                                 52   

     Matt is sitting on the floor reading a book.  Kathleen is 
     showing Annabel a copy of a book called Betsy-Tacy.

                           KATHLEEN
               This is her best friend Tacy, whose 
               real name is Anastasia, and then in 
               the next book Betsy and Tacy become 
               friends with Tib, whose real name, I 
               am sorry to tell you, is Thelma.

     In another section of the store:

     George is showing Joe a first edition of Swiss Family Robinson 
     from the glass case.

                           GEORGE
               The illustrations are hand-tipped, 
               which is why --

                           JOE
               It costs so much.

                           GEORGE
               It's why it's worth so much.

     Joe smiles and turns to see Kathleen and Annabel at a whole 
     shelf of Betsy-Tacy books.

                           ANNABEL
               I want all of them.

                           KATHLEEN
               That might be an awful lot for your 
               dad to buy at one time.

                           ANNABEL
               My dad gets me all the books I want.

                                                       (CONTINUED)

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


                           KATHLEEN
                    (looking over at Joe)
               Well, that's very nice of him.

                           ANNABEL
               That's not my dad.  That's my nephew --

                           KATHLEEN
               Oh, I don't really think that's your 
               nephew --

     As Joe approaches.

                           JOE
               It's true.  Annabel is my aunt.  
               Aren't you, Aunt Annabel?

     Annabel nods solemnly.

                           ANNABEL
               And Matt is --

                           KATHLEEN
               Let me guess.
                    (to Matt)
               Are you his uncle?

                           MATT
               No.

                           KATHLEEN
               His grandfather?

     Annabel and Matt start giggling.

                           KATHLEEN (CONT'D)
               His great-grandfather?

                           MATT
                    (shouting with glee)
               I'm his brother.

                           JOE
               Annabel is my grandfather's daughter.  
               And Matt is my father's son.  We are 
               an American family.

     He smiles at Kathleen, who finds herself smiling back.

     Annabel suddenly sneezes.

     Kathleen takes a handkerchief from her sleeve.  It's an old 
     fashioned hankie that's embroidered.

                                                       (CONTINUED)

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


     She offers it to Annabel, who instead wipes her nose with 
     her hand and then looks at the handkerchief, a little puzzled.

                           ANNABEL
               What is that?

                           KATHLEEN
               A handkerchief.  Oh my, do children 
               not even know what handkerchiefs 
               are?  A handkerchief is a Kleenex 
               you don't throw away.  My mother 
               embroidered it for me -- you see?  
               My initials and a daisy, because 
               daisies are my favorite flower.

                           ANNABEL
               Orchids are my favorite flower.

                           KATHLEEN
                    (to Joe)
               You know what else children don't 
               know?  They don't know what a 
               telephone booth is?

     Joe is looking at Kathleen.

                           JOE
               Who are you?

                           KATHLEEN
               Kathleen Kelly.  I own this store.  
               And you are?

                           JOE
               Joe.  Just call me Joe.
                    (quickly)
               We'll take these books.

     He gets the one Matt is reading.  And the two other Kathleen 
     has gotten for Annabel.

                           KATHLEEN
               These are wonderful books.  As Annabel 
               gets older the characters in the 
               books do, too.
                    (to Annabel)
               You can grow up with Betsy.

                           GEORGE
               You're going to come back again, 
               aren't you?

                           JOE
               Of course.

                                                       (CONTINUED)

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


                           GEORGE
               This is why we're never going to go 
               under.  Our customers are loyal.

                           KATHLEEN
                    (by way of explanation)
               They're opening a Foxbooks around 
               the corner.

                           ANNABEL
               Foxbooks!  My Daddy --

                           JOE
                    (gently putting his 
                    hand over her mouth)
               -- likes to buy at discount.  Don't 
               tell anyone that, Annabel, it's 
               nothing to be proud of --

                           MATT
                    (spelling)
               F-O-X.

                           KATHLEEN
               That's amazing.  You can spell fox.  
               Can you spell dog?

                           MATT
               F-O-X.

                           JOE
               Matt, look at this dinosaur book.  
               Wouldn't you like a dinosaur book?  
               Annabel, maybe you could read this 
               to Matt while I wrap things up here.
                    (moves them to a 
                    corner, to them 
                    quickly)
               Sit down, read, and don't listen to 
               anything I say.

     Returns to counter and gives Kathleen some cash.

                           JOE (CONT'D)
               And the dinosaur book too.

                           KATHLEEN
               The world is not driven by discounts, 
               believe me.  I've been in business 
               forever.  I started helping my mother 
               here after school when I was six 
               years old.
                           (MORE)

                                                       (CONTINUED)

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


                           KATHLEEN (CONT'D)
               I used to watch her, and it wasn't 
               that she was selling books, it was 
               that she was helping people become 
               whoever they were going to turn out 
               to be.  When you read a book as a 
               child it becomes part of your identity 
               in a way that no other reading in 
               your life does.
                    (stops herself)
               I guess I've gotten carried away.

                           JOE
               You have, and you've made me feel...

     He can't finish the sentence.  He looks at her and sees, 
     behind her on the shelf, a picture of a woman who is 
     unmistakably Kathleen's mother, with a young Kathleen.

                           JOE (CONT'D)
               Enchanting, your mother was 
               enchanting.

                           KATHLEEN
               She was.  How did you know that?

                           JOE
               Lucky guess.

                           KATHLEEN
               Anyway.  She left the store to me, 
               and I'm going to leave it to my 
               daughter.

                           JOE
               How old is your daughter now?

                           KATHLEEN
               Oh, I'm not married.  But eventually.

     She smiles at Joe...

                           KATHLEEN (CONT'D)
               So Foxbooks can...

                           KATHLEEN AND GEORGE TOGETHER
               Go to hell.

                           KATHLEEN
                    (handing him his books)
               Here you go.

                           JOE
               We ready?

                                                       (CONTINUED)

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


     Annabel and Matt join him at the counter.  Kathleen gives 
     them each a lollipop.

                           ANNABEL
               Bye, Kathleen.

                           KATHLEEN
               Goodbye, Annabel.  Bye, Matt.  What 
               about cat?  Can you spell cat?

                           MATT
               F-O-X.

53   INT. AUDITORIUM - DAY                                         53   

     Someplace like the auditorium at the Museum of Broadcasting.

     PATRICIA EDEN, Joe's girlfriend, who is the editor-in-chief 
     of a New York publishing house called Eden Books, is standing 
     at a podium at a sales conference.  In the audience are sales 
     reps, wholesalers, etc.  There's a screen behind her with 
     pictures of the authors being flashed on it as she speaks.

                           PATRICIA
               And now, the book you've all been 
               waiting for, the book it's been my 
               dreams to publish.  The legendary 
               Veronica Grant has written her memoirs --

     There's a burst of applause as a photograph of Veronica Grant 
     flashes on screen.

                           PATRICIA (CONT'D)
               -- and I'm happy to report it is 
               just crammed with tragedy.
                    (she laughs gaily)
               Just kidding, but seriously, it's 
               all here: poverty, addiction, divorce, 
               tracheotomies --

     We see pictures of Veronica at eight with her sharecropper 
     family, Veronica at 14 with her first child, Veronica with a 
     series of husbands, Veronica in a wheelchair, etc.

                           PATRICIA (CONT'D)
               -- her third husband beat her up, 
               hip replacement, and an amazing face 
               lift where all the injected fat fell 
               to her chin.

     Now we see a blow-up of the book's jacket, with a picture of 
     Veronica on it and the title: "Am I Rising from Ashes, or 
     Did I Just Forget to Dust?"

                                                       (CONTINUED)

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


                           PATRICIA (CONT'D)
               This book is fabulous.  And even if 
               it weren't, it would sell like crazy, 
               because Veronica is going to plug it 
               to death on every talk show in 
               America.  This book...

     Patricia bursts into tears.

                           PATRICIA (CONT'D)
               I'm sorry.  I can't talk about it 
               without crying.  Veronica and I have 
               so much in common -- well, not all 
               the sad parts -- but we were both 
               famous by the time we were 29 and, 
               believe me, that's rough.
                    (wipes her nose with 
                    a Kleenex, pulling 
                    herself together)
               Anyway, I just want to say that I'm 
               especially thrilled to be publishing 
               it.  Veronica lives in my building 
               and we met in the elevator.  By the 
               time we had traveled from the eighth 
               floor to the first, we had a deal.  
               First printing: one million copies.

     Everyone applauds enthusiastically.

54   INT. AUDITORIUM LOBBY - A SHORT WHILE LATER                   54   

     Patricia is leaving, still surrounded by colleagues and sales 
     reps congratulating her.  She is the soul of graciousness.

     Her assistant, Sarah, comes up.

                           SARAH
                    (quickly)
               You have a dentist appointment in 
               twenty minutes.  So you should leave 
               soon...

                           PATRICIA
               What's my car number?

                           SARAH
               Car?  You didn't say anything about 
               a car --

                           PATRICIA
               Are you an idiot?  Of course I need 
               a car.  God!

     She walks toward the exit.

                                                       (CONTINUED)

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


55   EXT. 57TH STREET - CONTINUOUS                                 55   

     Patricia in the pouring rain, trying to hail a cab.  She 
     spots one across the street.

                           PATRICIA
               Taxi!  Taxi!  Taxi!

     She whistles -- a longshoreman's whistle.

     The cab makes a U-turn, but instead of stopping for Patricia 
     it stops about twenty feet ahead for a MAN in an overcoat 
     who gets into it.

                           PATRICIA (CONT'D)
               Excuse me -- what are you doing?  
               This is my taxicab.
                    (to the driver)
               Don't take him.  I am telling you 
               right now, and I am memorizing your 
               number, don't take him.
                    (to the man)
               Who the fuck do you think you are?

                           MAN IN OVERCOAT
               Are you going uptown?

                           PATRICIA
               Yes.

                           MAN IN OVERCOAT
               Get in.  I'll drop you.

56   INT. TAXI - A MINUTE LATER                                    56   

     As the cab turns onto Eighth Avenue, starts uptown.

     Patricia is dialing her cell phone.  She's elaborately 
     ignoring the man who stole her cab.

                           PATRICIA
               Veronica, it's Patricia, you should 
               have been there, it was unbelievable, 
               we're going to sell truckloads of 
               your book.  Call me.

     She hangs up, folds up the phone, puts it back in her purse 
     as the cab moves on.

                           MAN IN OVERCOAT
               Are you an editor?

                           PATRICIA
               Yes.

                                                       (CONTINUED)

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


                           MAN IN OVERCOAT
               I am a rabbi.

                           PATRICIA
               Oh, my God, I said fuck to a rabbi.  
               I'm sorry.

                           MAN IN OVERCOAT
               I hope you don't mind my asking, but 
               are you Jewish?

                           PATRICIA
               Yes.

                           MAN IN OVERCOAT
               You should come to our temple.

                           PATRICIA
               I'm not really religious.

                           MAN IN OVERCOAT
               Oh, I am surprised, you seem like a 
               very religious person.

                           PATRICIA
               You're kidding, right?

                           MAN IN OVERCOAT
               We are at West End Avenue and 83rd 
               Street.  Every Friday night, we have 
               a joyous time, everyone dancing, 
               everyone singing.  Also some wisdom.  
               Perhaps you have heard of us, we are 
               known as The Singles Temple.

     He smiles at her.

                           MAN IN OVERCOAT (CONT'D)
               It's a very good place to calm down.

     The cab stops.

                           MAN IN OVERCOAT (CONT'D)
               Oh, look, I am already here.  Very 
               nice to meet you.
                    (gives the cabbie 
                    money)
               Take this woman to her destination.

     He gets out.  Closes the door.  A beat too late:

                           PATRICIA
               Goodbye.

                                                       (CONTINUED)

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


57   EXT. KATHLEEN'S APARTMENT - NIGHT                             57   

     Frank comes up the stoop.

58   INT. KATHLEEN'S APARTMENT - NIGHT                             58   

     Kathleen is dressed up for a party.

     Frank walks in, looks meaningfully at her.

                           FRANK
               I saw him.  I actually saw him.

                           KATHLEEN
               Who?

                           FRANK
               I can't believe it.  I saw William 
               Spungeon.

                           KATHLEEN
               I thought he was in Mexico.

                           FRANK
               Maybe he's in Mexico, but today he 
               was in New York.  The most brilliant 
               and reclusive novelist in the history 
               of the world is here, in this 
               neighborhood.  He may be living on 
               this very block.

                           KATHLEEN
               Where did you see him?

                           FRANK
               I was on the subway --

59   INT. SUBWAY - DAY                                             59   

                           FRANK (V.O.)
               -- and this musician got onto the 
               train --

     Frank is sitting on the subway, reading the Village Voice.

     The door between the cars opens and a man playing the clarinet 
     enters the car.

     No one looks up except Frank.

                           FRANK (V.O.) (CONT'D)
               -- and I suddenly saw him, sitting 
               directly across from me doing the 
               crossword puzzle.

                                                       (CONTINUED)

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


                           KATHLEEN (V.O.)
               How'd you know it was him?

                           FRANK (V.O.)
               He looked exactly the same as his 
               high school yearbook picture, which 
               happens to be the last photograph 
               ever taken of him.

     Frank takes out his billfold on the subway, pulls out a piece 
     of paper.

     CLOSE UP - FOLDED PIECE OF PAPER

     As Frank unfolds a newspaper clipping of a yearbook picture 
     of William Spungeon at 17.

     Frank compares the photo of Spungeon with the person sitting 
     across the way.  They don't look remotely alike except that 
     the boy in the picture and the man on the subway are both 
     wearing the same style glasses.

     The subway stops at 79th Street, and William Spungeon gets 
     off.

     Frank follows.

60   EXT. BROADWAY - CONTINUOUS                                    60   

     As Frank comes out of the subway station and looks around.

                           FRANK
               So I followed him.

     Frank sees Spungeon cross 79th.  He follows.

61   EXT. H&H BAGELS - CONTINUOUS                                  61   

     Frank follows Spungeon, who hurries into H&H Bagels passing 
     a HOMELESS MAN holding a paper cup at the door.

                           FRANK (V.O.)
               He went into H&H and bought a bagel 
               with everything.

62   EXT. H&H BAGELS - A MINUTE LATER                              62   

     As Spungeon leaves the store, passing the paper cup, which 
     we now realize that Frank, in dark glasses, is holding.

     Spungeon drops his newspaper in a garbage container.

                                                       (CONTINUED)

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


                           FRANK (V.O.)
               He dropped his crossword into the 
               garbage and I rescued it.

     Frank plucks the puzzle from the trashcan, follows Spungeon.

63   INT. SPORTING GOOD STORE - CONTINUOUS                         63   

     Spungeon at the counter in the shoe store.

                           FRANK (V.O.)
               Then he went into a sporting good 
               store and bought tube socks, 6 pair 
               for $7.99.

     We see Frank, peeking out at him from behind a stack of 
     running pants.  Suddenly he's distracted by a couple of 
     joggers.

                           KATHLEEN (V.O.)
               William Spungeon and tube socks.

                           FRANK (V.O.)
               I know.  I don't want to dwell on 
               it.

     Frank looks back at the counter.  Spungeon's gone.

                           FRANK (V.O.) (CONT'D)
               And then I lost him.

64   INT. KATHLEEN'S APARTMENT - THAT NIGHT                        64   

     Frank waves the crossword puzzle in front of Kathleen.

                           FRANK
               Do you know what this is worth?

     He takes an empty instant-frame from the closet, puts the 
     puzzle into it and sets it next to the typewriters.

65   INT. JAPANESE RESTAURANT - NIGHT                              65   

     As the two of them eat dinner.

                           FRANK
               What I was thinking as I was trailing 
               him was that eventually I would have 
               the courage to say hello to him, you 
               know, not in a horrible, intrusive 
               or slavering fan-slash-acolyte kind 
               of way, but more like, "Hi."  "How 
               ya doing?"
                           (MORE)

                                                       (CONTINUED)

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


                           FRANK (CONT'D)
               "Have you ever thought about trading 
               up in the sock area?"  Who knows, 
               maybe he's read my work -- and then 
               we'd become friends, and eventually 
               I'd introduce him to you -- you know 
               how much he loves children's books, 
               there's a whole long section in 
               Relativity's Smile about The Wizard 
               of Oz -- and then maybe he'd come 
               out of hiding so he could help save 
               the store.

                           KATHLEEN
               What are you talking about?

                           FRANK
               From Foxbooks.  I mean, if things 
               got tough, he could help rally support --

                           KATHLEEN
               It's never going to get to that.  
               The store is fine.

66   EXT. STREET - NIGHT                                           66   

     As they walk along after dinner.

                           FRANK
               I don't even know why you would say 
               that.

                           KATHLEEN
               Neither do I.  It just flew out of 
               my mouth.

                           FRANK
               There's enough business for us all.

67   INT. ELEVATOR - NIGHT                                         67   

     As they go up in an elevator.

                           KATHLEEN
               I mean, we're fine.

                           FRANK
               You're more than fine, you're 
               absolutely fine.

                           KATHLEEN
               We're fine.

                                                       (CONTINUED)

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


     THE ELEVATOR OPENS ONTO:

68   INT. VINCE MANCINI'S APARTMENT - NIGHT                        68   

     A publication party for an author named VINCE MANCINI.  A 
     mix of book people, journalists and various other media folk.

                           FRANK
               Hey, Vince.  Congratulations.  You 
               know Kathleen Kelly.

                           VINCE
               How are you?

                           FRANK
               Guess who I saw today on the subway?  
               William Spungeon.

                           VINCE
               I thought he was in Mexico.

     They start chatting.

     Across the room, Joe is with Patricia, who is telling two 
     other people the story of meeting the rabbi in the taxicab.

     Joe looks over and sees Kathleen.  He suddenly looks stricken.

     Shifts his position so Kathleen can't see his face, but sneaks 
     a look.

                           PATRICIA
               Would you get me another drink, 
               sweetie?  I'm all out.
                    (continues chattering)
               So then the rabbi says, "It's a very 
               good place to calm down."  Isn't 
               that hysterical?

     They all laugh.  Joe moves over to the bar.

                           JOE
               Absolut on the rocks.

     As he is waiting, Kathleen comes up next to him.

                           KATHLEEN
               A white wine, please.
                    (very friendly)
               Oh, hello.

                           JOE
               Hi.

                                                       (CONTINUED)

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


                           KATHLEEN
               Remember me, from the bookstore?

                           JOE
               Of course I remember you.

                           KATHLEEN
               How's your aunt?

                           JOE
               Good.  She's good.
                    (gets his drink)
               I have to deliver this.  I have a 
               very thirsty date.  She's part camel.

     Kathleen laughs.

                           KATHLEEN
               Joe.  It's Joe, isn't it?

                           JOE
               And you're Kathleen.

     Joe vanishes into the party.

69   INT. VINCE MANCINI'S APARTMENT - NIGHT - A MINUTE LATER       69   

                           VINCE
               I can't believe you were talking to 
               Joe Fox.

                           KATHLEEN
               Joe Fox?  As in --

     She can't even finish the sentence.

70   INT. VINCE MANCINI'S APARTMENT - A COUPLE OF MINUTES LATER    70   

     Joe is standing at a table of food, his back to the room.

                           KATHLEEN
               Fox?  Your last name is Fox?

     Joe spins around, looks at her.

                           JOE
               F-O-X.

                           KATHLEEN
               God, I didn't realize.  I didn't 
               know who you --
                    (she trails off)

                                                       (CONTINUED)

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


                           JOE
               -- were with.
                    (quoting)
               "I didn't know who you were with."

                           KATHLEEN
               Excuse me?

                           JOE
               It's from the Godfather.  When the 
               movie producer realizes that Tom 
               Hagen is the emissary of Vito Corleone --

     Kathleen is staring at him.

                           JOE (CONT'D)
               -- just before the horse's head ends 
               up in his bed never mind --

                           KATHLEEN
               You were spying on me, weren't you?  
               You probably rented those children.

                           JOE
               Why would I spy on you?

                           KATHLEEN
               I am your competition.  Which you 
               know perfectly well or you would not 
               have put up that sign saying "Just 
               around the Corner."

                           JOE
               The entrance to our store is around 
               the corner.  There is no other way 
               to say it.  It's not the name of our 
               store, it's where it is.  You don't 
               own "around the corner."

                           KATHLEEN
               Next thing you'll be using twinkle 
               lights.

                           JOE
               Twinkle lights?

                           KATHLEEN
               Little white Christmas lights that 
               twinkle.  I use them in my window 
               and on all my displays, as if you 
               didn't notice.

                                                       (CONTINUED)

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


                           JOE
               Look, the reason I came into your 
               store is that I was spending the day 
               with Annabel and Matt.  I like to 
               buy them a present when I see them 
               because I'm one of those guys who 
               likes to buy his way into the hearts 
               of children who are his relatives.  
               There was only one place to buy 
               children's books in the neighborhood -- 
               although that will not always be the 
               case, and it was yours, and it is a 
               charming little bookstore.  You 
               probably sell $250,000 worth of book 
               a year --

                           KATHLEEN
               How do you know that?

                           JOE
               I'm in the book business.

                           KATHLEEN
               I'm in the book business --

                           JOE
               Oh, I see, and we're the Price Club.  
               Only instead of a ten-gallon can of 
               olive oil for $3.99 that won't even 
               fit into your kitchen cabinet, we're 
               selling cheap books.  Me a spy.
                    (beat)
               Absolutely.  And I managed to get my 
               hands on a secret printout of the 
               sales figures of a bookstore so 
               inconsequential and yet full of its 
               own virtue that I was instantly 
               compelled to rush over and check it 
               out for fear it would drive me out 
               of business --

     Kathleen stares at him.  She's speechless.

                           JOE (CONT'D)
               What?
                    (off her look)
               What?

     Kathleen shakes her head.

     Frank turns up.

                           FRANK
               Hi.  I'm Frank Navasky --

                                                       (CONTINUED)

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


                           JOE
               -- Joe Fox.

                           FRANK
               Joe Fox?  Inventor of the Superstore, 
               enemy of the mid-list novel, destroyer 
               of City Books -- tell me something: 
               How do you sleep at night?

     Patricia joins them.

                           PATRICIA
               I use a wonderful over-the-counter 
               drug, Ultrasom.  Don't take the whole 
               thing, just half, and you will wake 
               up without even that tiniest hangover.  
               You're Frank Navasky, aren't you?

                           FRANK
               Yes.

                           PATRICIA
               Your last piece in the Independent, 
               the one about Anthony Powell, was 
               brilliant.  I'm Patricia Eden, Eden 
               Books.  Joe, this man is the greatest 
               living expert on Julius and Ethel 
               Rosenberg --

                           JOE
               And this is Kathleen Kelly --

     Kathleen glares at him.

                           FRANK
               You liked my piece.  God, I'm 
               flattered.  You know you write these 
               things and you think someone's going 
               to mention them and then the whole 
               week goes by and the phone doesn't 
               ring, and you think Oh, God, I'm a 
               fraud, a failure --

                           PATRICIA
               You know what's always fascinated me 
               about Julius and Ethel Rosenberg is 
               how old they looked when they were 
               really just our age.

     Everyone is stopped dead by this observation and looks at 
     Patricia, who smiles at them all.

                                                       (CONTINUED)

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


                           PATRICIA (CONT'D)
                    (to Frank)
               I'm so happy to have finally met 
               you.  We will talk.  Have you ever 
               thought about doing a book?

                           FRANK
               Oh sure, it's passed through my head.  
               Something really relevant for today 
               like the Luddite movement in 19th 
               century England.

     AT THE SAME TIME:

                           JOE
               Patricia --

                           KATHLEEN
               Frank --

71   INT. KATHLEEN'S BEDROOM - NIGHT                               71   

     As Kathleen and Frank get into bed.

                           FRANK
               I really like Patricia Eden.  She's 
               a very nice person.

     Kathleen doesn't respond.  Frank turns out the light.

                           FRANK (CONT'D)
               She needs educating, that's all.

     A beat.

                           FRANK (CONT'D)
               She's hopelessly driven by money and 
               power, but there's a hope for anyone 
               who's that familiar with my work --

     On Kathleen, as she turns away from Frank and lies there, 
     eyes open.

72   INT. JOE'S BEDROOM - NIGHT                                    72   

     As Joe and Patricia get into bed.  Brinkley is already on 
     the bed.

                           PATRICIA
               I had no idea that Frank Navasky was 
               so down-to-earth.

     Joe doesn't respond.  Patricia turns out the light.

                                                       (CONTINUED)

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


                           PATRICIA (CONT'D)
               You read his stuff, you think he's 
               going to be so obscure and abstruse.

     A beat.

                           PATRICIA (CONT'D)
               He's always talking about Heidigger 
               and Foucault and I have no idea what 
               any of it's about, really.

     Joe gets up.  Brinkley follows.

                           PATRICIA (CONT'D)
               Where are you going?

                           JOE
               I'm not really tired.

73   INT. JOE'S DEN - NIGHT                                        73   

     Joe writes on his computer.  Brinkley on the floor next to 
     him.

     And cut between Joe and his computer screen.

                           JOE (V.O.)
               Do you ever feel you become the worst 
               version of yourself?  That a Pandora's 
               Box of all the secret hateful parts -- 
               your arrogance, your spite, your 
               condescension -- has sprung open.  
               Someone provokes you, and instead of 
               just smiling and moving on, you zing 
               them.  Hello, it's Mr. Nasty.  I'm 
               sure you have no idea what I'm talking 
               about.

74   INT. KATHLEEN'S COMPUTER SCREEN - DAY                         74   

     AND CUT BETWEEN SCREEN AND

75   INT. KATHLEEN'S BEDROOM - DAY                                 75   

     As Kathleen reads the end of Joe's letter.

     Kathleen hits the Reply key and starts to type:

                           KATHLEEN (V.O.)
               I know what you mean and I'm 
               completely jealous.  What happens to 
               me when I'm provoked is that I get 
               tongue-tied.  My mind goes blank.
                           (MORE)

                                                       (CONTINUED)

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


                           KATHLEEN (V.O.) (CONT'D)
               Then I spend all night tossing and 
               turning trying to think of what I 
               should have said.

76   INT. JOE'S COMPUTER SCREEN AND JOE'S DEN - NIGHT              76   

     AS HE REPLIES:

                           JOE (V.O.)
               Wouldn't it be wonderful if I could 
               pass all my zingers to you and then 
               I would never behave badly and you 
               could behave badly all the time and 
               we'd both be happy?  On the other 
               hand, I must warn you that when you 
               finally have the pleasure of saying 
               the thing you mean to say at the 
               moment you mean to say it, remorse 
               inevitably follows.  Do you think we 
               should meet?

77   INT. KATHLEEN'S COMPUTER SCREEN AND BEDROOM - DAY             77   

     Kathleen stares at Joe's letter in her computer.

     She's frozen.

                           KATHLEEN
               Meet?  Omigod.

     She sits staring at the letter.  She has no idea what to do.

78   EXT. 75TH STREET & COLUMBUS - DAY                             78   

     As the iron gates on all the stores start to open, just the 
     way we saw them open in the opening sequence of the movie.

     The pharmacy.  The optician.  The cosmetics supply store.

     The video store.

     And now, finally, we see the new grate on the new Foxbooks 
     Superstore start to open upwards.  This is the finest grate 
     on Broadway, no question of it.  It's electric and almost 
     soundless.  We see a sign saying, OPENING DAY.  35% OFF ON 
     ALL BEST-SELLERS.

     People on the street notice the store.  One walks in...

     CAMERA follows him...

                                                       (CONTINUED)

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


79   INT. FOXBOOKS SUPERSTORE - DAY                                79   

     The inside is beautiful.  Gleaning staircase, a cafe, 
     comfortable chairs to sit, a bank of cashiers, everyone decked 
     out in gray alligator shirts with a fox where the alligator 
     should be, a rope for the checkout line, and seven cash 
     registers with seven cashiers.  Of course, books, books, 
     books, as far as the eye can see.

     MATCH DISSOLVE TO:

80   INT. SAME SCENE - LATER THAT DAY                              80   

     The store is jam-packed.  Joe with his father Nelson, his 
     grandfather Schuyler, and Kevin, the store manager.

                           JOE
               No pickets, no demonstrations.

                           KEVIN
               The neighborhood loves us.

                           NELSON
               They're wondering where we've been 
               all these years.  They're wondering 
               how they ever did without it.

                           SCHUYLER
               It's a hit.

     They admire their own store, walk through the downstairs and 
     start up the staircase to the second floor.

                           NELSON
               How's the children's book department?

                           JOE
               It's early yet.  School isn't out.  
               And there's that children's bookstore 
               nearby --

                           SCHUYLER
               Cecilia's store --

                           JOE
               Her daughter's --

                           NELSON
               We'll crush it --

                           SCHUYLER
               She was enchanting.

                                                       (CONTINUED)

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


     And as they walk on upstairs, several mothers with children 
     come up the stairs behind them.

81   EXT. BROADWAY - MORNING                                       81   

     A little group of children dressed as Pilgrims walk down the 
     street as Kathleen comes around the corner to buy her morning 
     paper.  Joe is at the newsstand.  She turns and pretends to 
     be staring at a wall until he finishes buying his paper and 
     walks on.

                           KATHLEEN (V.O.)
               I don't think it's a good idea for 
               us to meet...

82   INT. STARBUCKS - ANOTHER DAY                                  82   

     Joe is putting sugar into his coffee at the sugar counter as 
     Kathleen comes in.  He pretends he didn't see her.

                           KATHLEEN
               I love our relationship.  There's a 
               lot going on in the day-to-dayness 
               of my life and there's something 
               magical...

83   INT. SHOP AROUND THE CORNER - DUSK                            83   

     We see Kathleen and George at the end of the day, counting 
     the receipts.  Birdie is using a calculator to total them.

     Christina is shelving books.  There are Thanksgiving 
     decorations -- cardboard turkeys and pilgrims, books on 
     colonists like Myles Standish.

                           KATHLEEN
               ... and thrilling about this island 
               in cyberspace I have with you.  SO 
               PLEASE DON'T ASK ME AGAIN.

                           BIRDIE
               About $1200 less than the same week 
               last year.

                           KATHLEEN
               That could be a fluke, right?

     They look at each other.

                           BIRDIE
               Or not.

                                                       (CONTINUED)

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


                           KATHLEEN
               Their store is new.  It's a novelty.  
               But it will all shake out.  Do you 
               think I should put up more twinkle 
               lights?

                           BIRDIE
               That's a lovely idea.

                           CHRISTINA
               What if we have to fold?  I'll never 
               find another part time job and I 
               won't be able to pay the rent and 
               I'll have to move to Brooklyn.

                           GEORGE
               The joy of rent control.  Six room 
               for $450 a month.

                           CHRISTINA
               We know.  You've told us a million 
               times.  I can't believe you're 
               bringing it up at a time like this.  
               It's like bragging because you're 
               tall.  Birdie never brags about her 
               rent and she pays even less than 
               you.

                           BIRDIE
               Ten rooms.  I just rattle around 
               from one to the other.

                           KATHLEEN
               Hey, guys.  We are not going to fold.

     The door opens, and Meredith Carter, the woman George had 
     swooned over in front of his building, walks in.

     George stares, frozen in place, as she walks up to him.

                           MEREDITH
               George Pappas?

                           GEORGE
                    (I have died and gone 
                    to heaven)
               Yes.

                           MEREDITH
                    (flashing her badge)
               Detective Carter, 23rd precinct.  
               I'd like to ask you a few questions.

                                                       (CONTINUED)

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


     Kathleen suddenly sees George, following Meredith out of the 
     store.  He's in a complete daze.

                           KATHLEEN
               George?  Where are you going?

     He goes out the door.

     LAURA MARGULIES, a well-known children's book author, enters 
     as George leaves.

                           LAURA
               Kathleen, are you surviving?

                           KATHLEEN
               Laura!  We're so excited about your 
               new book.  When should we schedule 
               your signing?

                           LAURA
               Oh, it's being published in January.  
               Are you going to be in business in 
               January?  I'm so worried.

                           KATHLEEN
               We're doing great, aren't we?

                           CHRISTINA
               Great.

                           BIRDIE
               No difference whatsoever.

                           LAURA
               Thank God.  Well, you know you can 
               count on me.  For anything, support, 
               rallies.  Picket lines.  We can get 
               the Times to write something.  Or 
               that nut in the Independent --

                           KATHLEEN
               What nut in the Independent?

                           LAURA
               Frank Navasky.  This is just the 
               sort of thing that would outrage 
               him.

     She smiles brightly.

84   INT. COFFEE SHOP - DAY                                        84   

     George and Meredith are sitting in a booth.

                                                       (CONTINUED)

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


                           MEREDITH
               Mr. Pappas, I'm investigating the 
               murder of the woman found on the 
               roof of your building.  Do you live 
               alone there?

                           GEORGE
               Do I live alone?  Yes I do.  Do you 
               live alone?

                           MEREDITH
               Yes.

     George takes her hand in his and looks at it as if it were 
     the eighth wonder of the world.  He starts stroking it, 
     caressing it...

     Meredith pulls it away.  A beat.  Then she gives it right 
     back to him.  He continues stroking.  They stare at each 
     other.  He puts her fingers into his mouth.

                           MEREDITH (CONT'D)
                    (overwhelmed)
               What are you doing?

                           GEORGE
               I don't know.  I have no idea.

                           MEREDITH
               You have to stop.

                           GEORGE
               I can't.

     She utters a little moan.

85   INT. GEORGE'S APARTMENT - A SHORT WHILE LATER                 85   

     They come into the apartment.  She throws herself into his 
     arms.

86   EXT. RIVERSIDE DRIVE PARK - DAY                               86   

     As Christina runs, desperately trying to make eye contact 
     with men running in the opposite direction.  No one will 
     look at her.

87   INT. ZABAR'S CHEESE DEPARTMENT - NIGHT                        87   

     The place is mobbed -- the usual crush the night before 
     Thanksgiving.

     Kathleen, pushing a shopping cart, is trying to wedge her 
     way through the crowd in the cheese department.

                                                       (CONTINUED)

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


     As she reaches across three people to grab some Brie, she 
     sees Joe walk into the store.  Quickly, she turns her back 
     so he can't see her.

     She stands there frozen.  A beat...

     Peeks around, doesn't see him anywhere.  Cranes her neck 
     this way and that.  No Joe.

88   INT. ZABAR'S CASHIER AREA - CONTINUOUS                        88   

     Kathleen, now wearing dark glasses but looking not at all 
     disguised, looks around and spots a short line and makes a 
     beeline for it.

     At that moment, Joe comes from the Appetizing Department and 
     gets on the line she was heading for.

     Panicked, Kathleen retreats onto another line and stands 
     with her back to him.

89   INT. SAME SCENE - MOMENTS LATER                               89   

     The CASHIER totals up Kathleen's purchases and Kathleen hands 
     over her credit card.

                           CASHIER
               This is a Cash Only line.

                           KATHLEEN
               What?

                           CASHIER
               Cash Only.

                           KATHLEEN
               Omigod, I only have a credit card.  
               Is that okay?

                           PERSON BEHIND HER IN LINE
               Of course it's not okay, there's a 
               sign.

                           CASHIER
               There's a sign.

                           PERSON IN LINE
                    (to the person behind 
                    her)
               She doesn't have cash.

     "She doesn't have cash" is repeated all the way down the 
     line.

                                                       (CONTINUED)

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


     Joe turns to see what's going on.

                           ANOTHER PERSON
               Get on another line, lady.

                           JOE
               Oh, hello.

                           KATHLEEN
               Hello.

                           JOE
               Do you need some money?

                           KATHLEEN
               No, I don't need any money.  Thank 
               you very much.

                           CASHIER
               Get on another line.

                           JOE
               Hi.
                    (off her nametag, big 
                    smile)
               Rose. Great name.  Rose, this is 
               Kathleen, I'm Joe, and this is a 
               credit card machine.  Happy 
               Thanksgiving.

     Rose just stares at him.

                           JOE (CONT'D)
               Now it's your turn to say happy 
               Thanksgiving back.

                           ROSE
               Happy Thanksgiving back.

     Joe looks at her, winks.

                           JOE
               Mississippi is a hard word to spell.  
               How do you spell it?  I-T.
                    (big smile)
               Now take this credit card and put it 
               through the machine, zip zip.

     The cashier, completely charmed, takes Kathleen's credit 
     card.

     Kathleen is appalled.

     Everyone on the line signs irritably and audibly.

                                                       (CONTINUED)

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


                           JOE (CONT'D)
               So you're fine.

                           KATHLEEN
               Fine.

                           JOE
               Happy Thanksgiving.

     As Kathleen signs the charge slip and the cashier 
     exasperatedly starts to put her groceries into a bag.

90   INT. JOE'S FATHER'S APARTMENT - THANKSGIVING DAY              90   

     An elegant East Side apartment.  Schuyler, his youngish French 
     wife, YVETTE, Nelson, Gillian and their child Matt, and Joe 
     are sitting and listening as Annabel sings Tomorrow.

                           ANNABEL
               The sun'll come up tomorrow, bet 
               your bottom dollar that tomorrow, 
               there'll be sun --

     Joe is on a loveseat with Matt.  Gillian lifts Matt up, sits 
     down in his place next to Joe and plunks Matt into her lap.

     Nelson is already seated in a chair in front of the loveseat 
     and can't see her without turning around.

     As she continues singing, Gillian moves her hand next to 
     Joe's leg.  Joe edges away.  He looks around the room, sees 
     Nanny Maureen standing behind the couch.  He stands, offers 
     her his seat.  She sits.

91   INT. KATHLEEN'S LIVING ROOM - DAY                             91   

     A much more informal Thanksgiving dinner. We see the leftovers 
     on a sideboard near a round table in Kathleen's living room.

     Kathleen, Frank, Birdie, Christina, George and George's new 
     girlfriend, Meredith and TWO OTHER FRIENDS are standing around 
     the upright piano.  Birdie is playing a Christmas song, and 
     everyone is singing.

     As the singing continues, over, we cut to:

92   EXT. FOXBOOKS SUPERSTORE - DECEMBER DAY                       92   

     As the Christmas decorations and twinkle lights go into the 
     window.

     Birdie walks by the store.  She stops to look at the customers 
     inside, and then notices a sign in the window:

                                                       (CONTINUED)

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


     "Book Signing January 10 - Best Selling Children's Author 
     Laura Margulies."  There's a picture of Laura Margulies.

93   EXT. SHOP AROUND THE CORNER - DECEMBER DUSK                   93   

     Kathleen is in the window decorating a little tree with lovely 
     decorations from a box.  Two people are carrying a tree home, 
     there's the sound of church bells.

     Kathleen looks up as a couple of people walk past the store, 
     carrying Foxbooks shopping bags.

     Then she unwraps a pair of ruby slipper ornaments, and as 
     she starts to hang them on the tree we hear the sound of the 
     computer.

                           KATHLEEN (V.O.)
               This is such an odd Christmas.  I 
               find myself missing my mother, who's 
               been dead for ten years.  New York 
               at Christmas is so loaded with all 
               the things we used to do --

94   INT. NEW YORK STATE THEATER - 1972 - DAY                      94   

     As Young Kathleen, dressed in a little velvet dress, sits in 
     the audience next to her mother watching the ballet.

                           KATHLEEN (V.O. CONT'D)
               -- going to the Nutcracker --

95   EXT. ROCKEFELLER CENTER SKATING RINK - 1972 - DAY             95   

                           KATHLEEN
               -- ice skating at Rockefeller Center, 
               where I was knocked into a 6-year-
               old maniac --

     A SIX-YEAR-OLD BOY knocks into her.

                           YOUNG KATHLEEN
               Hey, watch out --

                           SIX-YEAR-OLD BOY
               Me watch out, why don't you watch 
               out?  I'm not sliding around like a 
               baby.  You think I come here to skate 
               with babies?

     Young Kathleen's jaw drops and she stands there tongue-tied.

                           KATHLEEN (V.O.)
               My first experience as a speechless 
               person.

                                                       (CONTINUED)

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


     Her mother skates up and takes her hand.  The boy skates 
     off.

                           KATHLEEN (V.O.) (CONT'D)
               I always miss my mother at Christmas, 
               but somehow it's worse this year 
               since I need some advice from her.

     And we hear the sound of another computer.

96   INT. JOE'S DEN                                                96   

     As he replies to Kathleen.

                           JOE (V.O.)
               My mother took me ice skating too --

97   EXT. ROCKEFELLER CENTER SKATING RINK - DAY                    97   

     We see a little boy, YOUNG JOE, 8, skate past holding 
     someone's hand --

                           JOE
               -- although my mother did not skate.  
               The nanny skated --

     And we now see JOE'S NANNY, a young Sonja Henie, who suddenly 
     peels off into a series of triple lutzes, as JOE'S MOTHER 
     absently reads a copy of Vogue in the spectators' section.

98   INT. LINCOLN CENTER THEATER - 1972 - DAY                      98   

                           JOE (V.O.)
               And I was in the Nutcracker.

     We see the stage now.  There's Young Joe, among the children 
     at the Christmas party.

                           JOE (CONT'D)
               So was my nanny.

     As JOE'S NANNY #2 pirouettes past.

                           JOE (CONT'D)
               Different nanny.  By the way, I'm 
               surprised you aren't a writer.  
               Although you probably are a writer 
               and don't know it.  Are you a writer 
               and I don't know it?

99   INT. JOE'S APARTMENT - 1972 - NIGHT                           99   

     Young Joe, at the dinner table with his father.  A wide shot 
     of a big room with a huge table and servants.

                                                       (CONTINUED)

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


     Joe looks very small at the table as he eats his soup.

                           JOE
               My mother died when I was ten.  I 
               was staying with my father, who is 
               not famous for intimacy, and whose 
               way of breaking the news of her death 
               was to tell me she would not be coming 
               to pick me up as usual.  It was a 
               car accident, and I don't know where 
               she was going or who she was with, 
               and I assume what I owe her is my 
               tendency to cover almost any emotion 
               with a joke.  A useful gift, unless 
               you want to know what you're feeling.  
               She was very beautiful.  People toss 
               that word around a lot, but my mother 
               was.

     The camera moves closer to the dining table.  We see that 
     tears are rolling down little Joe's cheeks.

100   INT. JOE'S DEN - NIGHT                                      100   

     Joe stops typing.  He is surprised to find his eyes watering.

     A moment of confusion as he cannot believe he has moved 
     himself to tears.  Shakes his head, shakes the emotion off.

     Starts typing again.

                           JOE
               Ancient history.  So what kind of 
               advice do you need?  Can I help?

101   INT. KATHLEEN'S BEDROOM - DAY                               101   

     Kathleen in bed with her laptop reading Joe's letter.

     She starts to type a response.

     Suddenly there's harp arpeggio and an Instant Message flashes 
     on screen.

     FROM NY 152

     CLOSE ON KATHLEEN - TOTAL SHOCK ON SCREEN AS WE SEE THE 
     MESSAGE

                           JOE (V.O.)
               I had a gut feeling you would be on 
               line now.

                                                       (CONTINUED)

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


102   INT. JOE'S BEDROOM - DAY                                    102   

     Joe is in bed with his laptop.  And cut back and forth between 
     them and their computer screens as they type Instant Messages 
     to one another.  Possible split screens.

                           JOE
               I can give you advice.  I'm great at 
               advice.

                           KATHLEEN (V.O.)
               I don't think you can help.

                           JOE (V.O.)
               Is it about love?

                           KATHLEEN (V.O.)
               My business is in trouble.  My mother 
               would have something wise to say.

                           JOE (V.O.)
               I'm a brilliant businessman.  It's 
               what I do best.  What's your business?

                           KATHLEEN (V.O.)
               No specifics, remember?

                           JOE (V.O.)
               Minus specifics, it's hard to help.  
               Except to say, go to the mattresses.

                           KATHLEEN (V.O.)
               What?

                           JOE (V.O.)
               It's from The Godfather.  It means 
               you have to go to war.

     CLOSE ON KATHLEEN - LOOKING AT THE COMPUTER

                           KATHLEEN
                    (to herself)
               The Godfather?

     She starts to type.

                           KATHLEEN (V.O.) (CONT'D)
               What is it with men and The Godfather?

                           JOE (V.O.)
               The Godfather is the I Ching.  The 
               Godfather is the sum of all wisdom.
                           (MORE)

                                                       (CONTINUED)

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


                           JOE (V.O.) (CONT'D)
               The Godfather is the answer to any 
               question.  What should I pack for my 
               summer vacation?  "Leave the gun, 
               take the cannoli."  What day of the 
               week is it? "Maunday, Tuesday, 
               Thursday, Wednesday." And the answer 
               to your question is "Go to the 
               mattresses."

     CAMERA ON KATHLEEN - CONSIDERING WHAT HE SAYS

                           JOE (CONT'D)
               You're at war.  "It's not personal, 
               it's business.  It's not personal 
               it's business."  Recite that to 
               yourself every time you feel you're 
               losing your nerve.  I know you worry 
               about being brave, this is your 
               chance.  Fight.  Fight to the death.

103   INT. JOE'S APARTMENT - DAY                                  103   

     Patricia comes in as Joe is waiting for Kathleen's response.

                           PATRICIA
               Look what I bought.

     Joe types "Ciao" and signs off.  Looks up to see Patricia 
     showing him a Plexiglas menorah.

                           PATRICIA (CONT'D)
               I was just passing this store on 
               Columbus Avenue and it caught my 
               eye.

                           JOE
               What is it?

                           PATRICIA
               A Menorah.

                           JOE
               It doesn't look like a Menorah.

                           PATRICIA
               I know.  I don't know what came over 
               me.  I don't even celebrate Hanukkah.

104   INT. KATHLEEN'S BEDROOM - DAY                               104   

     As Kathleen logs off, Frank comes in.

                                                       (CONTINUED)

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


                           KATHLEEN
               Frank, I've decided to go to the 
               mattresses.  Do you think it would 
               be a gigantic conflict of interest 
               if you wrote something about us?

105   INT. THE SHOP AROUND THE CORNER - DAY                       105   

     It's January.  The store is more crowded than we've seen it.

     Frank is there with several copies of the Independent.  The 
     phone is ringing off the hook.  Christina and George are 
     fielding calls.  Birdie is reading Frank's article.

                           BIRDIE
                    (reading)
               "Kathleen Kelly and her mother Cecilia 
               Kelly have raised your children.  If 
               this precious resource is killed by 
               the cold cash cow of Foxbooks, it 
               will not only be the end of Western 
               civilization as we know it, but the 
               end of something even dearer: our 
               neighborhood as we know it.  Save 
               the Shop Around the Corner and you 
               will save your own soul."  Frank, 
               that's charming.

                           FRANK
               You think it's a little over the 
               top?

                           BIRDIE
               Just say thank you.

                           FRANK
               Thank you.

                           CHRISTINA
                    (calling to Kathleen)
               Channel 2's outside.

106   INT. BACK ROOM - THE SHOP AROUND THE CORNER - SAME TIME     106   

     Kathleen is primping in a tiny wall mirror.  She takes a 
     deep breath.

                           KATHLEEN
               In a second.

                           GEORGE
                    (from the other room)
               The Village Voice is coming.

                                                       (CONTINUED)

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


                           KATHLEEN
               Omigod.

     Frank sticks his head in.

                           FRANK
                    (in shock)
               It's him.

                           KATHLEEN
               Who?

                           FRANK
               God. It is God.

107   INT. SHOP AROUND THE CORNER - CONTINUOUS                    107   

     Kathleen comes out of the storage room.

     William Spungeon is standing there.

                           WILLIAM SPUNGEON
               I'm William Spungeon.

                           KATHLEEN
               I'm very pleased to meet you.  I'm 
               Kathleen Kelly.

     Frank is practically levitating.

                           SPUNGEON
               I knew your mother.  Although she 
               knew me only as W.  That enormous 
               bookstore is obscene.

                           FRANK
               I'm Frank Navasky.  I carry your 
               picture in my wallet.

     He pulls it out.  Spungeon looks at him like he's crazy.

                           KATHLEEN
               We've organized pickets.  Channel 13 
               is doing a special.

                           SPUNGEON
               I'd be glad to talk to the press if 
               it's all right with you.  They've 
               been trying to interview me for years.

                           FRANK
               The press?  I'm the press.

                                                       (CONTINUED)

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


                           KATHLEEN
               You'd allow that?  For me?  For the 
               store?  That's incredible.  Although 
               you wouldn't have to be photographed.  
               I respect that.  If it's television, 
               they could just put one of those 
               blurry dots in front of your face.

                           SPUNGEON
               No television.

                           CHRISTINA
                    (referring to the TV 
                    crew)
               They're waiting for you --

                           FRANK
               I know all your books.  Phaelox the 
               gnome, the little man who comes from 
               nowhere... and is going nowhere...
                    (quoting)
               "Where did you come from?"  "Nowhere." 
               "Where are you going?"  "Nowhere."

                           SPUNGEON
               Cool it.  I'm starting to break out 
               in hives.
                    (to Kathleen)
               Here's my phone number.

                           KATHLEEN
               I had no idea William Spungeon had a 
               phone.

                           SPUNGEON
               Adios.

     He gives a little wave and leaves.

                           FRANK
               This is historic.
                    (beat)
               Do you realize what I've done?  By 
               writing that piece, do you realize?  
               I've brought William Spungeon in 
               from the cold. Holy shit.  I am 
               completely amazing.

     At that moment a TV REPORTER sticks her head into the store.

                           TV REPORTER
               Kathleen Kelly?

     Kathleen takes a deep breath, walks out the door.

                                                       (CONTINUED)

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


108   EXT. SHOP AROUND THE CORNER - A FEW MINUTES LATER           108   

     CHANNEL 2 TV REPORTER

     Are you ready, Miss Kelly?

                           KATHLEEN
               Luca Brasi sleeps with the fishes.

                           CHANNEL 2 TV REPORTER
               What?

                           KATHLEEN
               Never mind.  I'm ready.  Shoot.

109   INT. TELEVISION SCREEN - THAT NIGHT                         109   

                           CHANNEL 2 TV REPORTER
               We're here in front of the Shop Around 
               the Corner, the famous West Side 
               children's bookstore now on the verge 
               of having to close its doors because 
               the big bad wolf, Foxbooks, has opened 
               only a few hundred feet away, wooing 
               customers with its sharp discounts 
               and designer coffee.

                           KATHLEEN
               They have to have discounts and 
               lattes, because most of the people 
               who work there have never read a 
               book.

     And pull back now to reveal that we're in:

110   INT. GYM - NIGHT                                            110   

     Five TV sets are on, over adjoining treadmills, Joe and Kevin 
     are on two of the treadmills, walking and watching.

                           JOE
               She's not as nice as she seems on 
               television.

                           KEVIN
               You've met her?

                           JOE
               She's kind of a pill.

                           KEVIN
               She's probably not as attractive as 
               she seems on television either.

                                                       (CONTINUED)

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


                           JOE
               No, she's beautiful.  But a pill.

                           KEVIN
               So you don't feel bad about basically 
               destroying her livelihood not to 
               mention her legacy not to mention 
               her raison d'etre.

                           JOE
               It's not personal --

                           KEVIN
               It's business.

                           JOE
               Right.  Exactly.

     They look up at the television.

111   INT. TELEVISION SCREEN - CONTINUOUS                         111   

     Joe onscreen, with a super: Joe Fox, Vice-President Foxbooks.

                           JOE
               I sell cheap books.  Sue me.  I sell 
               cheap books, and as a result -- listen 
               to this, because it's really bad - 
               more people can buy books.

     The show immediately cuts back to the newscaster.

     On Joe and Kevin.

                           KEVIN
               That's what you said?

                           JOE
                    (outraged)
               That's not all I said.  I said -- I 
               can't believe those bastards -- I 
               said we were great, I said people 
               can come and sit and read for hours 
               and no one bothers them, I said we 
               stock 150,000 titles, I showed them 
               the New York City section.  I said 
               we were a goddamn piazza where people 
               could mingle and mix and be.

                           KEVIN
               A piazza?

                                                       (CONTINUED)

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


                           JOE
               I was eloquent.  Shit.  It's just 
               inevitable, isn't it?  People are 
               going to want to turn her into Joan 
               of Arc --

                           KEVIN
               -- and you into Attila the Hun.

                           JOE
               Well it's not me personally, it's 
               more like it's the company --

                           KATHLEEN
                    (on the television)
               And I have to say, I have met Joe 
               Fox, who owns Foxbooks, and I have 
               heard him compared his store to a 
               Price Club and the books in it to 
               cans of olive oil.

     On Joe, reacting.

112   EXT. SHOP AROUND THE CORNER                                 112   

     A small rally is taking place, with picket signs.  Kathleen 
     is standing on a small speaker's platform, along with the 
     Borough President.

                           KATHLEEN
               My mother used to say to me that 
               every book you sell is a gift from 
               the heart...

113   EXT. FOXBOOKS - DAY                                         113   

     As 20 CHILDREN march in front of the store, holding little 
     makeshift picket signs and singing songs.  "One, two, three, 
     four, we don't want this Superstore."

     Customers go right through the line and into the store.

114   INT. FOXBOOKS SUPERSTORE - DAY                              114   

     We can hear the pickets marching and singing outside --

     although the store is full of customers anyway.  The Fox men -- 
     Joe, Nelson and Schuyler -- are sitting in the cafe.

     Nelson is holding a copy of a weekly newspaper, which has 
     the old high-school yearbook picture of William Spungeon on 
     the front page and a headline: William Spungeon Emerges from 
     Hiding to Support Bookstore.

                                                       (CONTINUED)

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


                           SCHUYLER
               Who is this Spungeon anyway?

                           JOE
               He's a writer.

                           NELSON
               Well, I've never heard of him.  And 
               neither has anyone else in this place.

115   INT. TV SET - NIGHT                                         115   

     As we see SIDNEY-ANN STRONGIN, a young and attractive PBS 
     talk show hostess for a show called Inside Media.

                           SIDNEY-ANN
               The New York Literary world was 
               shocked this week when William 
               Spungeon, the most famously reclusive 
               author since J.D. Salinger, announced 
               that he was coming out of hiding 
               because of his loyalty to a small 
               children's bookstore on the West 
               Side of Manhattan.  Discussing this 
               tonight is a man I happen to think 
               of as one of this city's most 
               underappreciated assets, Frank 
               Navasky.

                           FRANK
               Thank you.

                           SIDNEY-ANN
               This all happened because of you, 
               didn't it --

                           FRANK
               Well, I knew William Spungeon loved 
               children's books so I wrote a 
               provocative column --

                           SIDNEY-ANN
               Your specialty.

     Frank laughs.  Sidney-Ann laughs.

                           FRANK
               And it kind of smoked him out.

116   INT. KATHLEEN'S BEDROOM - NIGHT                             116   

     As she and Frank watch the television show.

                                                       (CONTINUED)

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


                           FRANK ON TELEVISION
               Technologically speaking, the world's 
               out of hand.  Take the VCR.  The 
               whole idea of a VCR is that it makes 
               it possible for you to tape what's 
               on television while you're out of 
               the house.  But the whole point of 
               being out of the house is so you can 
               miss what's on television.  Radio.  
               Now there's a medium I can get behind.

                           SIDNEY-ANN ON TELEVISION
               Well, we're on television... and 
               you're good at it.

                           FRANK ON TELEVISION
               Thank you.

     Another little moment between them.

                           SIDNEY-ANN ON TELEVISION
               The bookstore.  Tell us about it.

                           FRANK ON TELEVISION
               Are you planning to collect radios?

                           SIDNEY-ANN ON TELEVISION
               Do you think I should?

                           FRANK ON TELEVISION
               The Shop Around the Corner is a true 
               New York treasure.

                           SIDNEY-ANN ON TELEVISION
               As are you.  I'd love to have you 
               back.

                           FRANK ON TELEVISION
               Any time.  Are we done?

                           SIDNEY-ANN ON TELEVISION
               Not at all.

                           FRANK ON TELEVISION
               Because I just want to say that the 
               only show I do watch is yours.

                           KATHLEEN
                    (appalled)
               Omigod.

                           FRANK
               Hey, I was just being polite.  Okay, 
               I admit, I slobbered all over her.

                                                       (CONTINUED)

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


     The show continues.

117   EXT. SHOP AROUND THE CORNER - DUSK                          117   

     As we see Kathleen flip the open sign to closed.

118   INT. SHOP AROUND THE CORNER - DUSK                          118   

     George is talking to Kathleen and Birdie, who is toting up 
     the week's receipts.

                           GEORGE
               And I can't decide whether to put 
               sausages into the meat sauce or just 
               chopped meat.  Last time I made it, 
               Detective Carter and I never even 
               sat down to dinner because --
                    (he makes some sort 
                    of hand gesture 
                    indicating that sex 
                    prevented them from 
                    dining)
               -- and last night, I made margaritas 
               in the blender, and I took the ice 
               cube and --

                           BIRDIE
               Spare us.

     George goes out the door.

     Birdie looks at Kathleen.

                           KATHLEEN
               Don't tell me.  Not the slightest 
               difference?

     Birdie can't bring herself to answer.

                           KATHLEEN (CONT'D)
               How could that be?  All this publicity 
               and not one bit of difference?  Oh 
               Birdie, what am I going to do?  What 
               would Mom have done?

                           BIRDIE
               Let's ask her.

     She opens the locket hanging around her neck.  There's a 
     picture of Kathleen's mother inside it.  Birdie holds the 
     locket up to her face.

                           BIRDIE (CONT'D)
               Cecilia, what should we do?

                                                       (CONTINUED)

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


     Birdie holds the locket to her ear and listens.  A pause.

                           KATHLEEN
               Birdie?

                           BIRDIE
               Shhhh.
                    (after a beat, shrugs)
               She has no idea, but she thinks the 
               window display is lovely.  Good night 
               dearie.

     Birdie smiles and picks up her shopping bag, goes out the 
     door.

119   EXT. SHOP AROUND THE CORNER - NIGHT                         119   

     It's starting to rain.  Kathleen lowers the grate over the 
     store.  As she turns to walk away, William Spungeon steps in 
     her path out of the shadows.

                           KATHLEEN
               Oh my goodness, hello.  What are you 
               doing here.

                           SPUNGEON
               Loitering.  Lurking.  Skulking.  
               Stalking.

     He laughs.  So does she.  Dramatically, he whips out an 
     umbrella and opens it over the two of them.

                           SPUNGEON (CONT'D)
               You look very beautiful.

                           KATHLEEN
               Thank you.  But I'm a wreck.

     He touches her cheek suddenly.  Kathleen starts.  Then he 
     blows on his hand.

                           SPUNGEON
               An eyelash.  It's gone.

     Kathleen relaxes.  They start walking.

                           KATHLEEN
               Are you writing another book?

                           SPUNGEON
               I'm in the home stretch.  I'll be 
               done in approximately six more years.

                                                       (CONTINUED)

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


                           KATHLEEN
               Should I discount?

                           SPUNGEON
               It's about a man on a quest for 
               knowledge who meets a woman he cannot 
               resist.

                           KATHLEEN
               If I discount I have to fire someone 
               because I can't discount with this 
               overhead but whom could I fire?  I 
               couldn't fire anyone.

     Spungeon suddenly puts his hand through Kathleen's hair.  
     She stops, frozen in place.

                           SPUNGEON
               You have your mother's hair.  Thick, 
               wild, the color of Nebraska wheat.

     He grabs her and tries to kiss her.

                           KATHLEEN
               What are you doing?  Let me go.

     He backs her into a wall.

                           KATHLEEN (CONT'D)
               Stop it.  Are you crazy?

     She kicks him in the shins, wiggles free and runs away.

                           SPUNGEON
                    (calling after her)
               If you change your mind, you can E-
               mail me.  Hermit@AOL.com.

120   INT. COMPUTER SCREEN - NIGHT                                120   

     The mail form says "To:" and Kathleen types in "NY 152".

     The form says "Re:" and Kathleen types in:  "Advice"

121   EXT. KATHLEEN'S APARTMENT - NIGHT                           121   

     Rain is falling.

                           KATHLEEN (V.O.)
               I need help.  Do you still want to 
               meet me?

                                                       (CONTINUED)

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


122   EXT. JOE'S APARTMENT - NIGHT                                122   

     Rain is falling.

     We hear the sound of the computer.

                           JOE (V.O.)
               "Where?  When?"

123   INT. NUT SHOP OF BROADWAY - DAY                             123   

     George, Kathleen and Christina in the shop.  Kathleen is 
     buying more lollipops.

                           KATHLEEN
               We're meeting in a public place.

                           CHRISTINA
               Well don't go anywhere with him.  
               Don't even go out to the street with 
               him afterwards.  Get a dial cab to 
               just sit there and wait for you.

                           GEORGE
               Did you tell Frank?

                           KATHLEEN
               There's nothing to tell.

                           CHRISTINA
               But did you tell him?

                           KATHLEEN
               He's away.  At the 32nd anniversary 
               of the Chicago Seven trial.

                           GEORGE
               And he's gone to a place where there 
               are no phones.  Do you even know 
               this guy's name?

     Kathleen shakes her head no.

                           CHRISTINA
               And you're going to meet him in a 
               bar?

                           KATHLEEN
               Not a bar.  That place on 83rd with 
               the cheesecake.

                                                       (CONTINUED)

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


                           GEORGE
               And he will wear a flower in his 
               lapel, and you will be carrying a 
               copy of Anna Karenina with a rose in 
               it.

     No answer.

                           CHRISTINA
               Oh God, no.

                           KATHLEEN
               Not Anna Karenina.  Pride and 
               Prejudice.

124   EXT. FOXBOOKS - NIGHT                                       124   

     As Joe and Kevin walk out of the store and start downtown.

                           KEVIN
               I suppose she's carrying a copy of a 
               book with a flower in it.

     Joe doesn't say anything.

                           KEVIN (CONT'D)
               Not really.

                           JOE
               Really.

                           KEVIN
               Which Jane Austen is it?

                           JOE
               Pride and Prejudice.

                           KEVIN
               She could be a real dog.

                           JOE
               I know.  Look, I'll just stay ten 
               minutes.  I'll say hello.  Drink a 
               cup of coffee and split.  I'm outta 
               here.

     He looks at Kevin.

                           JOE (CONT'D)
               Walk me there, okay?

                                                       (CONTINUED)

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


125   EXT. 83RD STREET - NIGHT                                    125   

     As the two men walk toward Cafe Lalo, the European cafe on 
     West 83rd Street.

                           JOE
               What if she has a really high, squeaky 
               voice?  I hate that.  It reminds me 
               of those mice in Cinderella.

                           KEVIN
               What mice in Cinderella?

                           JOE
               Gus-gus and oh shit, I can't remember 
               the other one.  Why am I compelled 
               to meet her?  I'm just ruining a 
               good thing.

                           KEVIN
               You're taking it to the next level.  
               I always do that.  I always take a 
               relationship to the next level, and 
               if it works okay I take it to the 
               next level after that, until I can 
               finally get to the level where it 
               becomes absolutely necessary for me 
               to leave.

                           JOE
               I'm not going to stay long anyway.  
               I already said that, didn't I.  
               Christ.  I'm a total wreck.

     AS THEY REACH:

126   EXT. CAFE LALO - CONTINUOUS                                 126   

     Joe stops and looks at Kevin.

                           JOE
               Kevin, this woman is the most adorable 
               creature I have ever come in contact 
               with.  If she turns out to be even 
               as good-looking as a mailbox, I will 
               be crazy not to turn my life upside 
               down and marry her.

                           KEVIN
               She could be a real dog.

                           JOE
                    (a total panic)
               You go look.

                                                       (CONTINUED)

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


                           KEVIN
               Me?

                           JOE
               Just go to the window and check her 
               out.

                           KEVIN
               You're pathetic.

     Kevin goes to the window and looks inside.

127   EXT. CAFE LALO - NIGHT                                      127   

     Joe and Kevin in front.

     Kevin looks in the window.

                           JOE
               See her?

                           KEVIN
               There's a beautiful, whoa, a very 
               beautiful girl.

                           JOE
               Yes.

                           KEVIN
               But no book.  Let me see, let me 
               see...  Wait a minute.  There's a 
               book with a flower, so it must be 
               her.

                           JOE
               What does she look like?

                           KEVIN
               There's a waiter blocking, I can't 
               see her face.  He's serving her a 
               cup of tea and she's putting in three 
               spoonfuls of sugar --

                           JOE
               Well, why shouldn't she?

                           KEVIN
               No reason.  Unless she has 
               hypoglycemia.  Oh, he's moving.

                           JOE
               Can you see her?

                                                       (CONTINUED)

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


                           KEVIN
               Yes.

                           JOE
               And? --

                           KEVIN
                    (clearly frustrated)
               She's very pretty.

                           JOE
               She is.  I knew she would be.  She 
               had to be.

                           KEVIN
               She looks... I would say she has a 
               little of the coloring of that 
               Kathleen Kelly person.

                           JOE
               Kathleen Kelly of the bookstore.

                           KEVIN
               Why not?  You said you thought she 
               was attractive.

                           JOE
               So what?  Who cares about Kathleen 
               Kelly?

                           KEVIN
               Well, if you don't like Kathleen 
               Kelly, I can tell you right now you 
               ain't gonna like this girl.

                           JOE
               Why not?

                           KEVIN
               Because it is Kathleen Kelly.

     Joe elbows Kevin aside and looks.

                           JOE
               Oh, God.

     A long beat.

                           KEVIN
               What are you going to do?

                           JOE
               Nothing.

                                                       (CONTINUED)

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


                           KEVIN
               You're going to let her just wait 
               there?

                           JOE
               Yes.  Yes I am.  That's exactly what 
               I'm going to do.  Why not?

                           KEVIN
               But she wrote the letters.

                           JOE
               Good night, Kevin.  I'll see you 
               tomorrow.

     He walks away, leaving Kevin.

     Kevin stares after him.  Then he walks away in the other 
     direction.

128   INT. CAFE LALO - CONTINUOUS                                 128   

     Kathleen, sitting alone, at a table for two, is drinking her 
     tea.  She's starting to feel a little foolish.  She checks 
     her watch.

     A loud, boisterous group comes in and sits at the table next 
     to hers.  They're laughing.  A man from the group grabs the 
     empty chair at Kathleen's table.

                           MAN
               Do you mind?

     Kathleen jumps up.

                           KATHLEEN
               Oh, yes.  I'm expecting someone.  
               Please.

     She takes the chair back.  Sits down again.  She watches the 
     group as they playfully fight over the menus.

     She checks her watch again.  Then she opens her copy of Pride 
     and Prejudice and looks at it.  She can't focus.

     A man comes into the restaurant and she looks up hopefully 
     at him.  But he's going to meet another group of people.

     As he passes her table, he knocks the book and the flower 
     onto the floor.

                           KATHLEEN (CONT'D)
               Oh!

                                                       (CONTINUED)

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


     She jumps up and rescues the book and flower as if they were 
     precious china.

     In the window, now, behind her, Joe appears.  He watches, as 
     she rearranges the book and the flower.

     He disappears from sight.

     A beat...

     He walks in the door.

                           JOE
               Kathleen Kelly.  Hello.  What a 
               coincidence.  Mind if I sit down?

                           KATHLEEN
               Yes I do.  I'm expecting someone.

     Joe picks up her book, looks at it.

                           JOE
               Pride and Prejudice.

     Kathleen grabs it back.

                           KATHLEEN
               Do you mind?

     She places it back on the table, puts the rose into it.

                           JOE
               I didn't know you were a Jane Austen 
               fan.  Not that it's a surprise.  I 
               bet you read it every year.  I bet 
               you just love Mr. Darcy, and that 
               your sentimental heart beats wildly 
               at the thought that he and whatever 
               her name is are really, honestly and 
               truly going to end up together.

                           KATHLEEN
               Would you please leave?

     Joe sits down.

                           KATHLEEN (CONT'D)
               Please?

                           JOE
               I'll get up as soon as your friend 
               comes.  Is he late?

                                                       (CONTINUED)

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


                           KATHLEEN
               The heroine of Pride and Prejudice 
               is Elizabeth Bennet and she's one of 
               the greatest, most complex characters 
               ever written, not that you would 
               know.

                           JOE
               As a matter of fact I've read it.

                           KATHLEEN
               Well, good for you.

                           JOE
               I think you'd discover a lot of things 
               if you really knew me.

                           KATHLEEN
               If I really knew you, I know what I 
               would find -- instead of a brain, a 
               cash register, instead of a heart, a 
               bottom line.

     Kathleen is shocked at herself.

                           JOE
               What is it?

                           KATHLEEN
               I just had a breakthrough, and I 
               have to thank you for it.  For the 
               first time in my life, when confronted 
               with a horrible, insensitive person 
               I actually knew what I wanted to say 
               and I said it.

                           JOE
               I think you have a gift for it.  It 
               was a splendid mixture of poetry and 
               meanness.

                           KATHLEEN
               Meanness?  Let me tell you --

                           JOE
               Don't misunderstand me, I'm just 
               paying you a compliment.

     He lifts the book off the table.  Kathleen grabs for it.

                           KATHLEEN
               Why are you doing this?

     She manages to get the book, leaving Joe with the rose.

                                                       (CONTINUED)

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


                           JOE
               What have we have?  A red, no, crimson 
               rose, tucked into the pages.  
               Something you read about in a book, 
               no doubt.  One of those books with a 
               lady in a nightgown on the cover 
               about to throw herself off a cliff.

     She holds her hand out for it.

                           KATHLEEN
               Give it to me.

     Joe puts it between his mouth and his nose like a mustache.

                           JOE
               It's a joke to you, isn't it?  
               Everything's a joke to you.

     She grabs the rose.  Puts it back in the book.

                           KATHLEEN
               Please leave.  I beg you.

     He stands up, walks from the table, sits down at the very 
     next table, with his back to her.

     The door to the restaurant opens.  Kathleen looks at it 
     hopefully.  A pleasant looking man, who's immediately joined 
     by a pleasant looking woman.

     For a moment, Kathleen looks just a little droopy, as if the 
     wind has just gone out of her sails.  She takes out her 
     compact, looks into her mirror.  She slides it over to look 
     behind her, at him, just as he's looking sideways at her.  
     He turns away suddenly.

     Then she blots her lipstick with her handkerchief.

                           JOE
               You know what the handkerchief reminds 
               me of?  The first day I met you --

                           KATHLEEN
               The first day you lied to me --

                           JOE
               I didn't lie to you --

                           KATHLEEN
               You did too --

                           JOE
               I did not --

                                                       (CONTINUED)

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


                           KATHLEEN
               I thought all that Fox stuff was so 
               charming.  F-O-X.

                           JOE
               I never lied about it --

                           KATHLEEN
               "Joe.  Just call me Joe."  As if you 
               were one of those stupid 22-year-old 
               girls with no last name.  "Hi, I'm 
               Kimberley."  "Hi, I'm Janice."  What's 
               wrong with them?  Don't they know 
               you're supposed to have last names?  
               It's like they're a whole generation 
               of cocktail waitresses.

     She stops herself -- it's a tangent she never meant to go 
     off on.  But Joe has stood up and seated himself back at her 
     table.

                           JOE
               I am not a stupid 22-year-old girl --

                           KATHLEEN
               That's not what I meant --

                           JOE
               And when I said the thing about the 
               Price Club and cans of olive oil, 
               that wasn't what I meant either --

                           KATHLEEN
               Oh, you poor sad multimillionaire.  
               I feel so sorry for you.

     The door opens and a large and very attractive TRANSVESTITE 
     in a boa comes in the door.

                           JOE
               I am going to take a wild guess that 
               this isn't him, either.  Who is he, 
               I wonder.  Not, I gather, the world's 
               greatest living expert on Julius and 
               Ethel Rosenberg, but someone else 
               entirely.  Will you be you be mean 
               to him too?  Will you start out sweet 
               as sugar candy and then suddenly, 
               miraculously, like a bolt from the 
               blue, find that sharp little tongue 
               of yours?

                                                       (CONTINUED)

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


                           KATHLEEN
               No, I won't.  Because the man who's 
               coming here tonight is completely 
               unlike you.  The man who is coming 
               here is kind and funny -- he has the 
               most wonderful sense of humor --

                           JOE
               But he's not here.

                           KATHLEEN
               If he's not here, he has a reason, 
               because there is not a cruel or 
               careless bone in his body.  I can't 
               expect you to know anything about a 
               person like that.  You've nothing 
               but a suit.

     A beat.  Joe gets up.

                           JOE
               That is my cue.  Good night.

     Joe leaves.

129   EXT. KATHLEEN'S APARTMENT BUILDING -- LATER THAT NIGHT      129   

     Kathleen comes down the street.  She drops the rose in the 
     trash can.

130   INT. KATHLEEN'S APARTMENT - A MINUTE LATER                  130   

     Kathleen comes in, drops the book on the table, takes off 
     her coat and goes immediately to the computer.  She clicks 
     on American Online.  Waits impatiently to connect.  Looks 
     with anticipation at the mail box.

     THE COMPUTER SCREEN - NO MAIL

     Hold on Kathleen as a tear starts down her face.

     She takes her handkerchief out of her sleeve and wipes her 
     face and blows her nose.  Then looks at her handkerchief and 
     tosses it over her shoulder.

     She goes over to the bed and turns it down and slips out of 
     her shoes.

     Then she lies down on the bed, fully clothed.  She reaches 
     up to turn out the light.

131   INT. JOE'S APARTMENT - NIGHT                                131   

     As Joe turns on his closet light and hangs up his jacket.

                                                       (CONTINUED)

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


     The computer is on the desk, and the light on it illuminates 
     the room.

     Patricia is in the next room, eating matzos.

                           PATRICIA (O.S.)
               So I said to her, "If you think I 
               will even talk to you about paying 
               that kind of advance for an author 
               whose last book is being used as 
               trivets all over the world, you are 
               completely crazy."

     On Joe's face, barely bearing.

132   INT. FOXBOOKS SUPERSTORE - DAY                              132   

     As Kevin and Joe walk through the store.

                           KEVIN
               But underneath that disagreeable 
               exterior she could turn out to be --

                           JOE
               A real bitch.  Let's not talk about 
               it.  I'm going back to the office.  
               You must have work to do.

                           KEVIN
               Not really.  This place is humming 
               like a top.

133   EXT. SHOP AROUND THE CORNER - DAY                           133   

     As Kathleen comes around the corner.  Christina is waiting.

                           CHRISTINA
               What happened?

                           KATHLEEN
               He never came.

                           CHRISTINA
               He stood you up?

134   INT. SHOP AROUND THE CORNER                                 134   

     As Kathleen puts her purse into the drawer.

                           KATHLEEN
               I think something happened, something 
               terrible and unexpected that made it 
               impossible for him --

                                                       (CONTINUED)

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


     George walks in.

                           GEORGE
               What happened?

                           KATHLEEN
               He wasn't able to make it.

                           GEORGE
               He stood you up.

                           KATHLEEN
               What could have happened?

     George looks suddenly stricken.

                           KATHLEEN (CONT'D)
               Why didn't he come?  Maybe he showed 
               up, took one look at me and left.

                           CHRISTINA
               Not possible.

                           KATHLEEN
               Maybe there was a subway accident.

                           CHRISTINA
               Absolutely.

                           KATHLEEN
               A train was trapped underground with 
               him inside.

                           CHRISTINA
               And no phone.

     George continues to look stricken.  He's starting to shake 
     his head.

                           KATHLEEN
               Or an automobile accident.  Those 
               cab drivers are maniacs.

                           CHRISTINA
               They hit something and you slam right 
               into that plastic partition.

                           KATHLEEN
               His elbows could be in splints -- so 
               he can't really dial --

                                                       (CONTINUED)

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


                           CHRISTINA
               Or he could be in the hospital in 
               one of those semi-private room with 
               like --

                           CHRISTINA & KATHLEEN
                    (together)
               -- no phone.

     They look at George.  Still shaking his head.

                           KATHLEEN
                    (to George)
               What?

     George hands them a New York Post.  They look at the cover:

     COPS NAB ROOFTOP KILLER

                           KATHLEEN (CONT'D)
               What are you saying?

                           GEORGE
               It could be.

     Dead silence.

                           GEORGE (CONT'D)
               He was arrested two blocks from the 
               cheesecake place.

                           CHRISTINA
               Is there a picture?

     There it is.  It's of a man with his jacket pulled over his 
     head.

     They all look at it.

                           CHRISTINA (CONT'D)
               So that explains it.

                           GEORGE
               He was in jail.

                           CHRISTINA
               And there was a phone --

                           GEORGE
               -- but he got only one call and he 
               had to use it to call his lawyer.

                           CHRISTINA
               You are so lucky.

                                                       (CONTINUED)

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


                           GEORGE
               You could be dead.

                           KATHLEEN
               Are you crazy?  This man couldn't 
               possibly be the rooftop killer.

                           CHRISTINA
               Remember when you thought Frank might 
               be the Unabomber?

                           KATHLEEN
               That was different.

                           CHRISTINA
               How long did you sit there all alone?

                           KATHLEEN
               Not that long.  Joe Fox came in --

                           CHRISTINA
               Joe Fox!

                           KATHLEEN
               I don't want to talk about it.
                    (closes her eyes)
               Let's get to work.

     They look around.  There's no one in the store and nothing 
     to do.

     A pause.

                           KATHLEEN (CONT'D)
               There must be something to do.  
               There's always something to do.

     They hear the jingle of the front door.  They look hopefully 
     toward it.  It's only Birdie.

                           CHRISTINA
               He stood her up.

     Hold on Kathleen as the computer sound begins.

                           KATHLEEN (V.O.)
               I have been thinking about you.  
               Last night I went to meet you and 
               you weren't there.  I wish I knew 
               why.  I felt so foolish.

                                                       (CONTINUED)

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


135   INT. KATHLEEN'S APARTMENT - NIGHT                           135   

     As she types.  And we cut from her face to the screen as we 
     hear a voice-over:

                           KATHLEEN (V.O.)
               And as I waited, someone else showed 
               up, a man who has made my professional 
               life a misery, and an amazing thing 
               happened -- I was able, for the first 
               time in my life, to say the exact 
               thing I wanted to say it.  And of 
               course, afterwards, I felt terrible.  
               Just as you said I would.

136   INT. JOE'S APARTMENT - LATER                                136   

     The E-mail from Kathleen continues as Joe reads.

                           KATHLEEN (V.O.)
               I was cruel, and I'm never cruel.  
               And even though I can hardly believe 
               what I said mattered to this man -- 
               to him, I'm just a bug to be crushed -- 
               but what if it did?  No matter what 
               he's done to me, there's no excuse 
               for my behavior.  Anyway, you are my 
               dear friend, and I so wanted to talk 
               to you.  I hope you have a good reason 
               for not being there last night, but 
               if you don't, and if we never really 
               connect again, I just want to tell 
               you how much it has meant to me to 
               know you were there.

     Joe sits there a second.  A moment of intense ambivalence.

     Then he hits the Menu key and signs off.

                           COMPUTER
               Goodbye.

     Joe stands and leaves the room.

     The computer sits there.

     Hold on the computer.  We hear him open the refrigerator 
     door. We hear him close the refrigerator door.  He passes 
     the den without even looking into it.  A moment later he 
     comes back into the room, stares at the computer.  He starts 
     for the bedroom, changes his mind.  Circles the computer.

     He's going to go cold turkey if it kills him.

                                                       (CONTINUED)

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


     Fuck it.  He sits down.  Sign on.  Starts to type.

                           JOE (V.O.)
               I am in Vancouver.

     He stops... Hits the delete button and erases the message.

     HE STARTS TYPING AGAIN:

                           JOE (V.O.) (CONT'D)
               I was stuck in a meeting, which I 
               couldn't get out of it, and there 
               was no phone.

     He backspaces to erase "there was no phone."

     Screen now reads: I was stuck in a meeting, which I couldn't 
     get out of it.  Joe sits there thinking for a moment.  Then 
     he starts typing.

                           JOE (CONT'D)
               The electricity went out in the 
               building and we were trapped on the 
               18th floor and the telephone system 
               blew too.

     He stops and looks at it.  Then he types:

                           JOE (CONT'D)
               Amazingly enough.

     He sits looking at it.

     Then he deletes the whole thing.

     Sits looking at the blank screen.

                           JOE (CONT'D)
               Fuck you.

     He clicks the Yes box.

     Then he starts to type again.

                           JOE (V.O.) (CONT'D)
               Dear friend: I cannot tell you what 
               happened to me last night, but I beg 
               you from the bottom of my heart to 
               forgive me for not being there.

     He deletes "for not being there."

     Then types again, after "to forgive me".

                                                       (CONTINUED)

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


                           JOE (V.O.) (CONT'D)
               -- for what happened.  I feel terrible 
               that you found yourself in a situation 
               that caused you additional pain.  
               But I'm absolutely sure that whatever 
               you said last night was provoked, 
               even deserved.  And everyone says 
               things they regret when they're 
               worried or stressed.  You were 
               expecting to see someone you trusted 
               and met the enemy instead.  The fault 
               is mine.

137   EXT. NEW YORK STREET - DAY                                  137   

     As Kathleen and Christina walk down the street together.

                           JOE
               Someday I'll explain everything.  
               Meanwhile, I'm still here.  Talk to 
               me.

                           CHRISTINA
               Did he say anything about meeting 
               again?

                           KATHLEEN
               Not really.  It doesn't matter.  
               We'll just be like George Bernard 
               Shaw and Mrs. Patrick Campbell and 
               write letters our whole lives --

     They go into an apartment building.

138   INT. BIRDIE'S APARTMENT - DAY                               138   

     A large rent-controlled West Side apartment.  Birdie is 
     pouring tea.  There's a plate of cookies.

     Christina is looking at the picture of Birdie as a young 
     woman, dressed in a sort of Carmen Miranda getup.

                           CHRISTINA
               Where was this taken, Birdie?

                           BIRDIE
               Seville.

                           KATHLEEN
               When you had the thunderbolt?

                           BIRDIE
               Yes.  What did you decide, dearie?

                                                       (CONTINUED)

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


                           KATHLEEN
               Close.  We're going to close.

                           CHRISTINA
               Close.

                           KATHLEEN
               Although it feels like such a failure.  
               It feels like I'm quitting.  It feels 
               like... Mom...

     She closes her eyes.

     Birdie sits down on the loveseat next to Kathleen, puts her 
     arms around her.  Hold on them.

                           BIRDIE
               Keeping the store open doesn't keep 
               your mother alive, although sometimes 
               I think we all think it does.

     Christina looks over at the picture of Birdie.

                           CHRISTINA
               Who was it, Birdie?  That you had 
               the thunderbolt over?

     Birdie shakes her head.  She's not going to tell them.

                           CHRISTINA (CONT'D)
               It's so romantic.

                           BIRDIE
               But it wasn't meant to be.

                           CHRISTINA
               Why not?

                           BIRDIE
               He ran Spain.

                           CHRISTINA
               Spain?

                           BIRDIE
               The country.  He ran it.  That was 
               his job.  And then he died.  Just as 
               well.

139   INT. SONY LINCOLN SQUARE THEATRE - NIGHT                    139   

     As Frank and Kathleen go up the escalator, on their way to a 
     movie.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 96


                           FRANK
               She fell in love with Generalissimo 
               Franco?

                           KATHLEEN
               Don't say that.  We don't know that 
               for sure.

                           FRANK
               Who else could it have been?  It was 
               probably around 1960 --

                           KATHLEEN
               I mean, it's not like he was something 
               normal, like a socialist or an 
               anarchist or something --

                           FRANK
               It happened in Spain.  People do 
               really stupid things in foreign 
               countries.

                           KATHLEEN
               Absolutely.  They buy leather jackets, 
               they go see Flamenco, they ride in 
               gondolas, they eat in restaurants 
               where guitarists sing Malaguena sola 
               Rosa, but they don't fall in love 
               with fascist dictators.

     They enter one of the theatres.

140   INT. THEATER - CONTINUOUS                                   140   

     As they find seats and sit down.  A trailer is playing.

                           KATHLEEN
               Birdie is a very kind person, she's 
               practically my surrogate mother.

                           FRANK
               Well she's out of her mind.

                           KATHLEEN
               She is not.

                           FRANK
               I could never ever be with anyone 
               who doesn't take politics as seriously 
               as I do.

     The person in front of them turns around.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 97


                           PERSON IN FRONT OF THEM
               Do you mind?

                           FRANK
               A hot dog is singing.  You need quiet 
               while a hot dog is singing?

     The two of them sit there.

                           KATHLEEN
               I have something to tell you.  I 
               didn't vote.

                           FRANK
               What?

                           KATHLEEN
               In the last mayoral election, when 
               Rudy Giuliani was running against 
               Ruth Messinger, I went to get a 
               manicure and forgot to vote.

                           FRANK
               Since when do you get manicures?

                           KATHLEEN
               Oh, I suppose you could never be 
               with a woman who gets manicures.

                           FRANK
               Forget it.  It's okay.  I forgive 
               you.

                           PERSON IN FRONT OF THEM
               Shhhhhh.

                           KATHLEEN
               You forgive me.

     Hold on them a beat.

     Kathleen stands and walks out of the theatre.

141   INT. SONY LINCOLN SQUARE THEATRE ESCALATOR - NIGHT          141   

     Kathleen on the down escalator.  Frank scrambling to catch 
     up with her.

                           FRANK
               What's going on?

     Kathleen's upset.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 98


                           FRANK (CONT'D)
               Hey.  What is it?

142   EXT. COLUMBUS AVENUE - NIGHT                                142   

     As they walk uptown.

                           FRANK
               Look, this has been a big week, you're 
               closing the store --

                           KATHLEEN
               It's not that, Frank, really it's 
               not.  It's just... Frank...

                           FRANK
               I know, that was terrible of me.

                           KATHLEEN
               What was?

                           FRANK
               To jump all over you when I'm the 
               one who's really...  Oh, God, I don't 
               know how to say this --

                           KATHLEEN
               What is it?

143   EXT. COLUMBUS AVENUE - NIGHT                                143   

     As we see Kathleen and Frank being served drinks in a glassed-
     in extension of a restaurant.

144   INT. COLUMBUS AVENUE RESTAURANT - NIGHT                     144   

     As Kathleen looks at Frank, waiting for him to begin.

                           FRANK
               You're a wonderful person, Kathleen.

                           KATHLEEN
               So are you.

                           FRANK
               And I'm honored that you want to be 
               with me because you would never be 
               with anyone who wasn't truly worthy --

                           KATHLEEN
               I feel exactly the same way about 
               you.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                            p. 99


                           FRANK
               Oh, God, don't say that, please, 
               that just makes it worse.

                           KATHLEEN
               What?
                    (he shakes his head)
               You don't love me?

     Frank shakes his head no.

                           KATHLEEN (CONT'D)
               Me either.

                           FRANK
               You don't love me?

     Kathleen shakes her head no.

                           FRANK (CONT'D)
               But we're so right for each other.

                           KATHLEEN
               I know.

     A long beat.

                           KATHLEEN (CONT'D)
               That woman on television, right?  
               Sidney-Ann.

     Frank nods.

                           FRANK
               I mean, nothing's happened or 
               anything.

                           KATHLEEN
               I think she's a Republican.

                           FRANK
               I can't help myself.

     Kathleen pats him.

                           FRANK (CONT'D)
               What about you?  Is there someone 
               else?

                           KATHLEEN
               Oh, somewhere out there, I'm sure.  
               Somewhere --
                           (MORE)

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 100


                           KATHLEEN (CONT'D)
                    (she throws up her 
                    hands)
               In cyberspace.

145   EXT. KATHLEEN'S BUILDING - NIGHT                            145   

     As Frank, carrying a typewriter, walks out off Kathleen's 
     building and puts it into the back of a taxicab.

146   EXT. SHOP AROUND THE CORNER - DAY                           146   

     As a sign goes up in the window: "Closing This Week: All 
     Stock 40% off."

147   INT. SHOP AROUND THE CORNER - LATE THAT DAY                 147   

     The store is crowded.  People are buying stacks of books.

     We hear brief snatches of conversation: Birdie telling a 
     customer she's planning to travel, Christina saying she's 
     finally going to have to finish her dissertation, George 
     saying he's been offered a job at Foxbooks but even though 
     it's okay with Kathleen, he wouldn't work there if it were 
     the last place on the earth.

     There is a frantic, rummage sale atmosphere.

     Kathleen, busy at the cash register, looks up for a minute 
     at her beautiful store being ravaged by vultures.  We hear 
     the sound of the computer and hear her voice-over:

                           KATHLEEN (V.O.)
               My store is closing this week.  I 
               own a store.  Did I ever tell you 
               that?  Probably not.  It's a lovely 
               store --

     As a woman dumps a huge stack of books on the checkout table.

                           WOMAN SHOPPER
               This is a tragedy.
                    (yelling across the 
                    shop to her husband)
               Honey, grab a copy of The Trumpet of 
               the Swan.

                           KATHLEEN (V.O.,CONT'D)
               -- and in a week, it will be something 
               really depressing, like a Baby Gap.  
               I am being amazingly brave --

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 101


                           WOMAN SHOPPER
               What are you going to do with 
               yourself?

                           KATHLEEN
               I don't know.  I'm going to take 
               some time.  I have a little money 
               saved.  I'm almost looking forward 
               to it --

                           KATHLEEN (V.O.) (CONT'D)
               I am so cheerful I would make 
               Pollyanna throw up.

                           SECOND SHOPPER
               I came here every Saturday when I 
               was a little girl.  I remember when 
               your mother gave me Anne of Green 
               Gables.  "Read it with a box of 
               Kleenex," that's what she told me.

                           THIRD SHOPPER
               She's looking down on you right now.

                           KATHLEEN
               I'm sure she is.

                           KATHLEEN (V.O.) (CONT'D)
               I have promised myself I'm not going 
               to cry.

     A FORTH SHOPPER approaches the counter with a stack of books 
     up to his chin, and manages to slide the stack on the counter.

                           FOURTH SHOPPER
               We should bomb Foxbooks.

                           KATHLEEN
               It's not their fault.  The truth is, 
               the world is just... different.

     She starts ringing up the sale.

148   EXT. FOXBOOKS SUPERSTORE - NIGHT                            148   

     As Kathleen walks home.

                           KATHLEEN (V.O.)
               Soon we'll just be a memory.  In 
               fact, someone, some foolish person 
               will probably think it's a tribute 
               to this city, the way it keeps 
               changing on you, the way you can
                           (MORE)

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 102


                           KATHLEEN (V.O.) (CONT'D)
               never count on it, or something.  I 
               know, because that's the sort of 
               thing I'm always saying.  But the 
               truth is, I'm heartbroken.  I feel 
               as if part of me has died,  and my 
               mother has died all over again, and 
               no one can ever make it right.

     She stops in front of the window, watching the customers 
     lined up to buy books.

149   EXT. FOXBOOKS SUPERSTORE - NIGHT                            149   

     As Kathleen enters and looks around.

     She goes up the stairs.

150   INT. FOXBOOKS SUPERSTORE - CHILDREN'S DEPARTMENT            150   

     As Kathleen walks into it.

     It's huge, of course.  With its reading area, and stage, and 
     room for displays, and child-size furniture, and so many 
     books and so many customers.

     Kathleen sits down on a little child-size chair, completely 
     wilted.

     KATHLEEN FROM ANOTHER P.O.V.

     And now we see Joe watching her, from a distance.  She doesn't 
     see him.

     A woman browsing, stops a sales person.

                           WOMAN SHOPPER
               Do you have the "Shoe" books?

                           SALESPERSON
               The "Shoe" books?  Who's the author?

                           WOMAN SHOPPER
               I don't know.  My friend told me my 
               daughter has to read the "Shoe" books, 
               so here I am.

                           KATHLEEN
               Noel Streatfeild.  Noel Streatfeild 
               wrote Ballet Shoes and Skating Shoes 
               and Theater Shoes and Movie Shoes...
                           (MORE)

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 103


                           KATHLEEN (CONT'D)
                    (she starts crying as 
                    she tells her)
               I'd start with Skating Shoes, it's 
               my favorite, although Ballet Shoes 
               is completely wonderful.

                           SALESPERSON
               Streatfeild.  How do you spell that?

                           KATHLEEN
               S-T-R-E-A-T-F-E-I-L-D.

                           WOMAN SHOPPER
               Thank you.

     As she walks away.

                           KATHLEEN
                    (to herself)
               They know nothing, they know 
               absolutely nothing.

     ON JOE

     as he watches her.  We hear the sound of the computer.

     She starts out of the store.  And hold on him.

                           JOE (V.O.)
               I'm sorry.

151   INT. JOE'S COMPUTER SCREEN                                  151   

     A screen which says Reply and which now reads "I'm sorry."

152   INT. JOE'S OFFICE - DAY                                     152   

     On Joe at his computer, staring at the screen.

                           JOE
               Asshole.

     He backspaces, deleting.  Starts typing again.

                           JOE (V.O.) (CONT'D)
               I'm sorry.  I don't know what to 
               say.  Truly I don't.  And anything I 
               do say will sound trite.  I hope you 
               feel better.

     He sits there, appalled at his own triteness.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 104


153   EXT. JOE'S STREET - NIGHT                                   153   

     As a taxi comes down the street and stops in front of Joe's 
     building.

                           PATRICIA (V.O.)
               What I was thinking was she'd probably 
               make a great children's book editor.

                           JOE (V.O.)
               Why would you think that?

     They get out of the cab.

                           PATRICIA
               She knows everything.  She has 
               flawless taste.  She's famous for 
               it.  The salesmen swear by her.  If 
               she likes it, it sells.  Period.

154   INT. JOE'S LOBBY - CONTINUOUS                               154   

     As they enter the lobby and walk toward the elevator.

                           JOE
               So you're going to offer her a job?

                           PATRICIA
               Why not?  What else has she got to 
               do?

                           JOE
               Now that she's destitute --

                           PATRICIA
               Thanks to you.

                           JOE
               Well, I can't imagine her working 
               for you.

                           PATRICIA
               Why not?

                           JOE
               She has a horrible personality, 
               she's...  nice to everyone all the 
               time.  It's exhausting.  And her 
               staff turnover is ... non-existent.  
               They've been there forever.  Until... 
               recently, when they all found out 
               they were going to lose their jobs.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 105


                           PATRICIA
               Thanks to you.

     The elevator door is closing.

                           PATRICIA (CONT'D)
               Hold the elevator!

     They get in.

155   INT. ELEVATOR - CONTINUOUS                                  155   

                           JOE
               Hello, Charlie, Veronica.

                           PATRICIA
               Last time, we rode in an elevator, 
               we made the deal of the century.  
               What is going to happen this time?

                           CHARLIE
               Miss Grant's going to get me a part 
               in one of her movies, that's what's 
               going to happen.

                           VERONICA
               In your dream, Charlie.

                           PATRICIA
                    (back to the 
                    conversation with 
                    Joe)
               I love how you've totally forgotten 
               you had any role in her current 
               situation.  It's so obtuse.  It 
               reminds me of someone ... Who?  Who 
               does it remind me of?
                    (thinks for a moment)
               Me!

     The elevator suddenly stops.

                           PATRICIA (CONT'D)
               Shit.

                           VERONICA
               Shit.

                           JOE
               It is stuck?

                           CHARLIE
               Could be.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 106


     He pushes the open button.  Nothing.  Turns the key, hits 
     the open button, flicks the emergency switch.  The he starts 
     hitting the buttons in every possible combination.

                           JOE
               Charlie, what are you doing?

                           CHARLIE
               Bang the door.

                           PATRICIA
               Really.

     Joe bangs the door.  Nothing.

                           CHARLIE
               I hope this thing doesn't plummet to 
               the basement.

                           VERONICA
               Can it do that?

                           JOE
               No.

     He picks up the phone.

                           JOE (CONT'D)
               This is Joe Fox.  Who is this?  Hi, 
               Juan.  We're stuck on the sixth floor.  
               There are four of us --

                           PATRICIA
                    (grabs the phone)
               -- and if you don't get your ass up 
               here in two shakes and get us out --

     He hangs up.

                           JOE
                    (to Veronica)
               Are you all right?

                           VERONICA
               It's hot.

     Joe hands her his handkerchief.

                           CHARLIE
               Everyone should jump in the air.

                           PATRICIA
               What?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 107


                           CHARLIE
               We jump.  The elevator thinks that 
               no one is here and it opens.

     Everyone stares at each other.

                           JOE
               One -- two -- three --

     They all jump into the air.

     They all land.

     Nothing happens.

156   INT. ELEVATOR - A LITTLE LATER                              156   

     Patricia is sitting on the elevator floor, polishing her 
     nails.

     We hear the fire department banging outside...

                           VERONICA
               If I ever get out of here, I'm going 
               to start speaking to my mother.  She 
               slept with Oscar, and maybe it was 
               Oscar's fault, I don't know, and 
               then she sold the story to Inside 
               Edition.  That could have been Oscar's 
               idea, too.  Who knows?  But I divorced 
               him.  I wonder what she's doing right 
               this minute.  I think of her... 
               whenever I hear about a new pill.  
               Ecstasy, Zoloft, Fenphen, I just 
               think, I hope Mama knows about that.

     She takes out a tissue and dabs at her eyes.

                           PATRICIA
               Maybe you can make up on Rosie.  
               That would be so great for the book.

                           CHARLIE
                    (trying to figure it 
                    out)
               If I ever get out of here...

                           PATRICIA
               If I ever get out of here, I'm having 
               my eyes lasered.

                           CHARLIE
               I'm marrying Oreet.  I love her.
                           (MORE)

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 108


                           CHARLIE (CONT'D)
               I should marry her.  I don't know 
               what's been stopping me.

     He takes out his wallet and looks at a picture of Oreet, 
     shows it to Joe.

                           JOE
               If I ever get out of here, I'm going 
               to --

     He stops, he looks at Patricia who is fishing through her 
     purse.

                           PATRICIA
               Where is my TicTacs?
                    (looks at Joe)
               What?

     The firemen crowbar open the elevator door.

157   EXT. 79TH STREET BOAT BASIN - NIGHT                         157   

     Joe and Brinkley walk out on the dock toward Joe's boat.  
     Joe is carrying Brinkley's pillow, his laptop and a suitcase.

     He boards his boat and goes below.  A light goes on.  We 
     hear the sound of the computer.

                           JOE (V.O.)
               I came home tonight and got into the 
               elevator to go to my apartment.  An 
               hour later, I got out of the elevator 
               and Brinkley and I moved out.  
               Suddenly everything had become clear.

158   INT. BOAT - NIGHT                                           158   

     A small sleeping area with a berth and a little table, where 
     Joe's laptop has been hooked up to the phone.

     Joe is on the narrow berth, as is Brinkley.

                           JOE
               It's a long story.  Full of the 
               personal details we avoid so 
               carefully...

     Joe puts Brinkley on the floor, on his pillow.  Brinkley 
     jumps back onto the berth with Joe.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 109


159   INT. KATHLEEN'S APARTMENT - DAY                             159   

     Kathleen is making tea.  She starts toward the bedroom.  We 
     see her computer, now hooked up in the living room, where 
     all of Frank's typewriters used to be.

                           KATHLEEN (V.O.)
               I wonder whether change isn't a kind 
               of infection.  You start with one 
               thing -- something you never ever 
               thought would change and it does --

160   INT. KATHLEEN'S BEDROOM - CONTINUOUS                        160   

                           KATHLEEN
               and the next thing you know even 
               your bed is in a different place.

     Kathleen enters the bedroom and we see the entire room has 
     been rearranged.

     She gets into bed and turns on the television set.

161   EXT. SHOP AROUND THE CORNER - DUSK                          161   

     The bookshelves are empty.

                           KATHLEEN
               Six months ago, when you and I first 
               met, I knew everything about myself -- 
               what I would be doing for the rest 
               of my life and even the person I 
               would be doing it with.  Now I know 
               nothing.

     On the door is a small sign.  "After 42 years, we are closing 
     our doors.  We have loved being part of your lives."

     Kathleen turns out the light in the store and opens the door.

     The little bell over the door jingles.

     Kathleen reaches up on her tiptoes for the bell and detaches 
     it.

     Then she comes out of the store, carrying the bell.

     Kathleen locks the door and reaches down to operate the grate 
     for the last time.

     The grate starts to lower.

     Kathleen looks at her store, one last time.  Then she walks 
     off, carrying the bell.  We hear it jingle in the night.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 110


     And hold on The Shop Around the Corner, and it slowly turns 
     into a computer-enhanced version of itself.

     And then, suddenly, it vanishes with a poof, leaving an empty 
     screen.

162   EXT. A BLUE SKY WITH A BIG COMPUTER SUN SHINING IN IT, AND 
     PAN DOWN TO:                                                 162   

     A COMPUTER VERSION OF COLUMBUS AVENUE

     The trees sprout leaves and birdies start to tweet.  And the 
     scene turns into a real version of:

163   EXT. COLUMBUS AVE. - FOXBOOKS - MORNING                     163   

164   INT. FOXBOOKS SUPERSTORE - DAY                              164   

     George is now the head of the children department at the 
     store and he is sitting in the children's section on an itty- 
     bitty chair.  His staff is sitting on little itty-bitty chairs 
     too.

                           GEORGE
               Then, in the 19th century, Caldecott 
               revolutionized the publishing of 
               children's books by the introduction 
               of color illustrations --

     WE SEE:

     THE STAFF

     Several are dozing.

165   EXT. RIVERSIDE DRIVE & 72ND - DAY                           165   

     Joe walks past the Eleanor Roosevelt statue.  He's with 
     Annabel and Matt:

                           JOE
               What about going to the Children's 
               Zoo?

                           ANNABEL
               I don't want to go to the Children's 
               Zoo.

                           JOE
               Okay.  The Staten Island Ferry.

                           ANNABEL
               I want to go to the Storybook Lady.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 111


                           MATT
               I want to go to the Storybook Lady.

                           JOE
               Well we can't go to the Storybook 
               Lady.

166   INT. JAPANESE NOODLE RESTAURANT - DAY                       166   

     Annabel is sitting in her chair, staring glumly at a bowl of 
     Japanese soup and noodles.

                           JOE
               I'll read you a story.

                           ANNABEL
               Where did she go?

                           JOE
               She had to close her store.

                           ANNABEL
               Why?

                           JOE
               She didn't have enough business.

                           ANNABEL
               Why?

                           JOE
               Well.  Her store was very close to 
               our store, and you know our store 
               sells books at a slightly lower cost --

                           ANNABEL
               Why?

                           JOE
               Why do we sell at a lower cost?  So 
               more people can buy books.

                           ANNABEL
               Why couldn't she sell that way too?

                           JOE
               Because she's small and we're big.  
               How about we go get some candy?

                           ANNABEL
               So now she's gone and it's all your 
               fault.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 112


                           JOE
               It's business, Annabel.  It's not 
               personal.  How about we go get so 
               much candy you'll be bouncing off 
               the walls for days?

                           MATT
               What's personal?

                           ANNABEL
               Personal means that she's gone 
               forever, and now we'll never get 
               another book from her as long as we 
               ever live.

     She burst into tears.  Matt bursts into tears too.

                           JOE
               Remember the man who worked with 
               her?

                           ANNABEL
                    (a wail)
               No.

                           JOE
               Well I hired him.

                           ANNABEL
               You killed the Storybook Lady.

     Matt throws himself on the ground, crying.

     Annabel sobs hysterically.

167   INT. FOXBOOKS SUPERSTORE - DAY                              167   

     George is wearing the same pointed hat Kathleen wore as the 
     Storybook Lady.  There's a sign that says: Storybook Person.

     Several children are listening.

     WE SEE:

     ANNABEL

     She's glowering.

168   INT. KATHLEEN'S BEDROOM - NIGHT                             168   

     Kathleen is in bed with a huge box of Kleenex.  She has a 
     terrible cold.  Her nose is red, her eyes are watery.  On 
     the bedside table are a huge assortment of atomizers, pills, 
     etc.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 113


     We hear the sound of computer keys clicking.

                           JOE (V.O.)
               Why haven't you written?

                           KATHLEEN (V.O.)
               I have a cold.

169   INT. JOE'S OFFICE - DAY                                     169   

     We see Joe on his computer.

                           JOE (V.O.)
               How's your cold?

                           KATHLEEN (V.O.)
               My ears are blocked, my nose is 
               clogged.

170   INT. KATHLEEN'S BEDROOM - NIGHT                             170   

     She's drinking cranberry juice.  Joni Mitchell on the stereo.

     The sound of computer keys clicking again.

                           JOE (V.O.)
               Are you feeling any better?

                           KATHLEEN (V.O.)
               I'm lying in bed listening to Joni 
               Mitchell and drinking cranberry juice 
               which I am sorry to say is the exact 
               same color as my nose.  I keep 
               thinking about my future.  What 
               future?  What am I going to do?

171   EXT. 79TH STREET BOAT BASIN - LATE AFTERNOON                171   

     As Joe is walking Brinkley back to the boat.  A limousine 
     has pulled up near the pier and the driver is unloading bags.

     Joe stops to see the passenger: his father, Nelson Fox.

                           JOE
               What are you doing here?

172   EXT. 79TH STREET BOAT BASIN - DUSK                          172   

     Next to Joe's boat is a larger yacht.

173   INT. YACHT - NIGHT                                          173   

     In the main cabin Joe and Nelson are having drinks.  Nelson 
     lifts his glass in a toast.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 114


                           NELSON
               To us.

                           JOE
               Father and son, together at last.  
               That happened with Gillian?

     Nelson ignores the question.

                           NELSON
               I've stayed here after, let's see, 
               your mother, Laurette that ballet 
               dancer --

                           JOE
               -- the nanny --

                           NELSON
               Was she the nanny?  I forgot that.  
               How ironic.  Then there was the ice 
               skater --

                           JOE
               -- also the nanny --

                           NELSON
               Really.  How amazingly ironic.  Sybil 
               the astrologer.

                           JOE
               Whose moon turned out to be in 
               somebody else's house, as I recall.

                           NELSON
               Just like Gillian.

                           JOE
               Gillian ran off with someone?

                           NELSON
               The nanny.

                           JOE
               Nanny Maureen?  Gillian ran off with 
               Nanny Maureen?  That's incredibly 
               ironic.

                           NELSON
               True true.

                           JOE
               There's no other word for it.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 115


                           NELSON
               Who did you break up with?

                           JOE
               Patricia.  You met her.

                           NELSON
               Would I like her?
                    (cracks himself up)
               Just kidding.  Isn't this great?  
               Have some peanuts.  Of course I have 
               to live out of a suitcase for a least 
               three weeks, and then there's the 
               inevitable legal hassle, more of 
               your inheritance down the drain.

                           JOE
               Don't worry about it.

                           NELSON
               I won't.  But then I get to meet 
               someone new.  That's the easy part.

                           JOE
               Oh, right, a snap to find the one 
               single person in the world who fills 
               your heart with joy.

                           NELSON
               Don't be ridiculous.  Have I ever 
               been with anyone who fits that 
               description?  Have you?

                           JOE
               On to the next.

                           NELSON
               Isn't it a beautiful night?

     Hold on Joe.

174   EXT. KATHLEEN'S STREET - DAY                                174   

     Joe, on his way to Kathleen's apartment building, carrying a 
     bunch of daisies, wrapped in cellophane.

     Joe goes up the stoop to her building and looks at buzzer.

     Sees Kelly, 3A.  He presses.  Nothing.  Presses again.

                           KATHLEEN
                    (voice clogged, through 
                    intercom)
               Who is it?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 116


                           JOE
               Joe Fox.

175   INT. KATHLEEN'S APARTMENT - SAME TIME                       175   

     Kathleen, in her pajamas, at the intercom, horrified.

                           KATHLEEN
               What are you doing here?

                           JOE
               May I please come up?

                           KATHLEEN
               It's really not a good idea.

     Someone else walks up to the door, unlocks it and walks in.

     Joe follows.

176   INT. KATHLEEN'S APARTMENT - SAME TIME                       176   

                           KATHLEEN
                    (into the intercom)
               I have a terrible cold, can you hear 
               it?  I'm sniffling and not really 
               awake --

177   EXT. KATHLEEN'S APARTMENT - CONTINUOUS                      177   

     As Kathleen continues to talk through the Intercom to an 
     empty stoop.

                           KATHLEEN'S VOICE
               and I'm sleeping practically twenty-
               four hours a day, and taking echinacea --

178   INT. KATHLEEN'S APARTMENT - CONTINUOUS                      178   

                           KATHLEEN
                    (into intercom)
               -- and vitamin C, so I would really 
               appreciate it if you would come some
               other time --

     There's a knock on the door right next to her.  Kathleen 
     practically jumps out of her skin.  She looks through the 
     peephole.  There he is.

                           JOE
               Kathleen?

                           KATHLEEN
               Just a second.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 117


     She puts on a robe, runs frantically about picking up various 
     scattered wadded-up Kleenexs, opens the front door.  Joe is 
     holding a bunch of flowers wrapped in paper.

                           JOE
               Hello.

                           KATHLEEN
               What are you doing here?

                           JOE
               I heard you were sick and I was 
               worried and I wanted to --
                    (he hears voices)
               Is someone here?

                           KATHLEEN
               Just the Home Shopping Network.

                           JOE
               Bought any porcelain dolls?

                           KATHLEEN
               I was thinking about it.
                    (beat)
               You put me out of business --

                           JOE
               I know that --

                           KATHLEEN
               And now you turn up with flowers?  
               Did you come to gloat?

                           JOE
               No.

                           KATHLEEN
               To offer me a job --

                           JOE
               No, I wouldn't think of --

                           KATHLEEN
               Because I have plans, I have lots of 
               offers.  I've been offered a job by -- 
               well, actually by --

                           JOE
               My former?

                           KATHLEEN
               Former?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 118


                           JOE
               We broke up.

                           KATHLEEN
               That's too bad.  You seemed so perfect 
               for each other.
                    (she claps her hand 
                    over her mouth)
               I don't mean to say things like that.  
               No matter what you have done to me, 
               there is no excuse for my saying 
               anything like that.  But every time 
               I see you --

                           JOE
               Things like that just seem to fly 
               out of your mouth.

                           KATHLEEN
               Yes.  I'm sorry.  I'm starting over.
                    (sharply)
               Thank you for coming.  Goodbye.
                    (she says it again, a 
                    little more nicely)
               Thank you for coming. Goodbye.

     She starts to the door.

                           JOE
               I bought you flowers.

                           KATHLEEN
               Oh.
                    (trying as hard as 
                    she can)
               Thank you.

     She takes them.

     He takes them back.

                           JOE
               Why don't I put them in water?

     He heads for the kitchen.  A beat, while she stares after 
     him.

     Then follows.

179   INT. KITCHEN - DAY                                          179   

     When Kathleen gets to the kitchen, Joe is checking the kettle 
     for water.  Turns on the stove.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 119


                           JOE
               You're sick.  Sit down, please.

     He pulls out a kitchen chair.  Kathleen sits.  She's a little 
     woozy.

                           JOE (CONT'D)
               Vase?

                           KATHLEEN
               Upper left.

     He gets out a vase.  Fills it with water.

                           JOE
               George says hello.  He told me you 
               weren't feeling well.

                           KATHLEEN
               How is George?

                           JOE
               Great.  He's revolutionizing the 
               place.  No one is allowed to work in 
               his department who doesn't have a 
               Ph.D. in children's literature.

     He unwraps the paper around the flowers.  Daisies.  Puts 
     them in a vase.

                           KATHLEEN
               I love daisies.

                           JOE
               You told me.

     He puts the vase on the kitchen table.  Kathleen plays with 
     the petals.

                           KATHLEEN
               They're so friendly.  Don't you think 
               they are the friendliest flower?

                           JOE
               I do.

                           KATHLEEN
               When did you break up?

                           JOE
               Oh, a couple of weeks ago.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 120


                           KATHLEEN
               Everyone is breaking up.  You.  Me.  
               This other person I know broke up 
               with someone in an elevator.  I think 
               it was in an elevator.  Or just 
               outside it.  Or after it.  It got 
               stuck.  I think.  And suddenly 
               everything became clear.  When I saw 
               you, at the coffee place, I was 
               waiting for him and I was --

                           JOE
               -- charming.

                           KATHLEEN
               I was not charming.

                           JOE
               Well, you looked charming.

     The teakettle whistles.  Joe turns off the burner.

                           JOE (CONT'D)
               Tea?

                           KATHLEEN
               Upper right.

     He gets out mugs and teabags and pours the water.

                           KATHLEEN (CONT'D)
               I was upset.  And I was horrible.

                           JOE
               Honey?

     Kathleen nods.  He puts in two spoonfuls, gives it to her.

                           JOE (CONT'D)
               I was horrible.

                           KATHLEEN
               True.  But I have no excuse.

     She picks up the daisies and carries them into:

180   INT. KATHLEEN'S LIVING ROOM - DAY                           180   

     Joe follows her.  They both sit.

                           JOE
               Whereas I am a horrible person and 
               have no choice but to be horrible, 
               is that what you're saying?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 121


                           KATHLEEN
               No I am not saying that because I am 
               done saying horrible things, even to 
               you.

                           JOE
               You did it again.

     She claps her hand over her mouth.

                           JOE (CONT'D)
               I put you out of business.  You're 
               entitled to hate me.

                           KATHLEEN
               I don't hate you --

                           JOE
               But you'll never forgive me.  Like 
               Elizabeth.

                           KATHLEEN
               Who?

                           JOE
               Elizabeth Bennet in Pride and 
               Prejudice.  She was too proud --

                           KATHLEEN
               I thought you hated Pride and 
               Prejudice.

                           JOE
               -- or was she too prejudiced and Mr. 
               Darcy too proud?  I can never 
               remember.

                           (BEAT)
               It wasn't personal --

                           KATHLEEN
               -- It was business.  What is that 
               supposed to mean?  I am so sick of 
               that.  All it means is it's not 
               personal to you, but it's personal 
               to me, it's personal to a lot of 
               people.
                    (she shrugs helplessly)
               What's wrong with personal anyway?

                           JOE
               Nothing.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 122


                           KATHLEEN
               I mean, whatever else anything is, 
               it ought to begin by being personal.

     Kathleen stands up, picks up the daisies.

                           KATHLEEN (CONT'D)
               My head's starting to get funny.  I 
               have to go back to bed.

     They walk to...

181   EXT. KATHLEEN'S BEDROOM - CONTINUOUS                        181   

     Kathleen puts the daisies next to the bed and gets into it.

     She fluffs up the pillows, pulls up the blankets, surrounds 
     herself with Kleenex and Evian and sneezes a gigantic sneeze.

                           KATHLEEN
               Why did you stop by?  I forget.

                           JOE
               I wanted to be your friend.

                           KATHLEEN
               Oh.

                           JOE
               I knew it wasn't possible.  What can 
               I say?  Sometimes a person just wants 
               the impossible.  Could I ask you 
               something?

                           KATHLEEN
               What?

                           JOE
               What happened with that guy at the 
               cafe?

                           KATHLEEN
               Nothing.

                           JOE
               But you're crazy about him --

                           KATHLEEN
               Yes.  I am.

                           JOE
               Then why don't you run off with him?  
               What are you waiting for?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 123


     A long beat.

                           KATHLEEN
               I don't actually know him.

                           JOE
               Really.

                           KATHLEEN
               We only know each other -- oh God, 
               you're not going to believe this --

                           JOE
               Let me guess.  From the Internet.

                           KATHLEEN
               Yes.

                           JOE
               You've Got Mail.

                           KATHLEEN
               Yes.

                           JOE
               Very powerful words.

                           KATHLEEN
               Yes.

     Joe sits on the edge of the bed.

                           JOE
               I'm happy for him.  Although -- could 
               I make a little suggestion?  I think 
               you should meet him.  No.  I take it 
               back.  Why meet him?

                           KATHLEEN
                    (starting to get sharp 
                    again)
               I hardly think I need advice from 
               someone who --

     He reaches out and gently claps his hand over her mouth.  
     And holds it there.  It's unexpectedly tender and sexy.

                           JOE
               I concede I bring out the worst in 
               you, but let me help you not to say 
               something you'll just torture yourself 
               about for years to come.

     She starts to smile and he removes his hand.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 124


     They look at each other.

                           JOE (CONT'D)
               I hope you're better soon.  It would 
               be a shame to miss New York in the 
               spring.

     Joe stands.

                           KATHLEEN
               Thank you for the daisies.

     He starts for the door.

                           JOE
               Take care.

                           KATHLEEN
               I will.

                           JOE
               Goodbye.

                           KATHLEEN
               Goodbye.

     We hear the door close.

     Hold on Kathleen.

182   EXT. CENTRAL PARK - DAY                                     182   

     Christina is running.  She sees a good-looking MALE RUNNER 
     coming toward her.  She has no hope that he will notice her, 
     and starts to look away as they get close to one another.

                           MALE RUNNER
               Hi.

                           CHRISTINA
               Hi.

     He passes her.  Christina can't believe it.

     She does a little dance of joy.

     Camera pulls back as we see her by the reservoir on a 
     beautiful morning doing her little celebratory spin.

     Then she resumes her morning exercise, running on.

183   INT. THE SINGLES TEMPLE - FRIDAY EVENING                    183   

     Patricia comes in.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 125


     The place is packed.  There are hundreds of young Jewish New 
     Yorkers singing folk songs and dancing the hora.  The Rabbi 
     is dancing among them.

     Patricia sees the rabbi, leading the dance.

     The rabbi whirls madly toward her, like a human dreidel.

                           RABBIT
               Shabbat shalom!

     He grabs Patricia's hand, and to her surprise, they go 
     whirling off together.

184   INT. KATHLEEN'S BEDROOM - DAY                               184   

     Kathleen at the computer, typing.

                           KATHLEEN (V.O.)
               I have been thinking about this and 
               I think we should meet.

     She clicks the send button and then exits from America On 
     Line.

     On her computer screen we now see the standard screen with 
     several icons: American On-Line, Word, Recycle Bin, etc.

     She clicks Word.

     She goes to File: New.

     There are several choices of format.

     She stares at the choices.  Then she clicks Book format.

     A blank page appears in the computer.

     She starts to type:  "Once upon a time there was a little 
     girl named..."

     She pauses for a moment and looks around the room.  She sees 
     the flowers that Joe brought her.

     And then she types: "Daisy."

     As she goes on typing...

185   INT. JOE' BOAT - NIGHT                                      185   

     On Joe typing.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 126


                           JOE (V.O.)
               We should meet.  And we will meet.  
               But I'm in the middle of a project 
               that needs...
                    (he pauses to think 
                    of the right word)
               ... tweaking.

     A look of calculation on his face.

186   EXT. STARBUCKS - DAY                                        186   

     We can see Kathleen through the window, drinking a cup of 
     coffee.

     And now we see Joe walk into Starbucks.  He waves at her, 
     pretending surprise at seeing her.  Has he been watching the 
     store and waiting for her to come in?  We'll never know.

187   INT. STARBUCKS - A FEW MINUTES LATER                        187   

     He's sitting next to her at the counter in the window.

                           JOE
               Tweaking?

                           KATHLEEN
               That's what he said.

                           JOE
               He's probably married.

                           KATHLEEN
               That's a terrible thing to say.  
               It's not possible.

                           JOE
               Have you asked him if he's married?  
               Have you said, "Are you married?"

                           KATHLEEN
               No.

     Joe looks at her, shrugs.

188   INT. KATHLEEN'S BEDROOM - NIGHT                             188   

     AS SHE TYPES:

                           KATHLEEN (V.O.)
               I know this is probably a little 
               late to be asking, but are you 
               married?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 127


189   INT. JOE'S OFFICE - NIGHT                                   189   

     AS HE ANSWERS:

                           JOE (V.O.)
               Am I married?  What kind of a question 
               is that?  How can you ask me that?  
               Don't you know me at all?  Oh wait, 
               I get it.  Your friends are telling 
               you the reason we haven't met is 
               that I'm married.  Am I right?

190   INT. SIDEWALK CAFE - ANOTHER DAY                            190   

     Kathleen and Joe having nachos.

                           JOE
               So he didn't exactly answer.

                           KATHLEEN
               He did too.  He nailed me.  He knew 
               exactly what I was up to.  Which is 
               just like him.

                           JOE
               But he didn't exactly answer, did 
               he?  Did he?

                           KATHLEEN
               No.

                           JOE
               Maybe he's fat.

                           KATHLEEN
               I don't care about that.

                           JOE
               You don't care that he might be one 
               of those guys who's so fat he has to 
               be removed from his house with a 
               crane?

                           KATHLEEN
               That's very unlikely.

                           JOE
               Why else do you think he's putting 
               off meeting you?  Although... maybe 
               that's not it.  Maybe...

                           KATHLEEN
               What?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 128


                           JOE
               Never mind.

                           KATHLEEN
               What????

                           JOE
               He could be waiting til he's paroled.

                           KATHLEEN
               Oh, you won't believe this, there 
               was a moment when George thought he 
               might be the rooftop killer, which 
               was completely ridiculous --

     Her voice trails off, as she considers whether it could be 
     true.

                           JOE
               What's his handle?

     She shakes her head.

                           JOE (CONT'D)
               Come on, I'm not going to write him.  
               Is that what you think?

                           KATHLEEN
               NY 152.

                           JOE
               One five two.  One hundred fifty 
               two.  Very interesting.  He's 152 
               years old.  He has 152 hairs remaining 
               on his head.  He's had 152 moles 
               removed and now he has 152 pockmarks.

191   EXT. FARMER'S MARKET ON BROADWAY - LATER                    191   

     As they walk past tables of bread and flowers, etc.

                           JOE
               His combined college board scores.

                           KATHLEEN
               His IQ.

                           JOE
               The number of women he's slept with.

                           KATHLEEN
               The number of times he's seen The 
               Godfather.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 129


                           JOE
               That's the first good thing I've 
               heard about him.

                           KATHLEEN
               His address.  No, no, no.  He would 
               never do anything that prosaic.

     On Joe, looking a little wounded.

                           KATHLEEN (CONT'D)
               The only thing I really care about 
               besides the married thing... and the 
               jail thing... is the boat thing.

                           JOE
               The boat thing?

                           KATHLEEN
               I could never be with anyone who has 
               a boat.

                           JOE
               Oh.

                           KATHLEEN
               So that clinches it.  We'll never be 
               together.  I'll take care of these.

     He picks up a mango, squeezes it.

                           JOE
               I could never be with anyone who 
               likes Joni Mitchell.
                    (singing, imitating 
                    Joni)
               "It's cloud's illusions I recall, I 
               really don't know clouds at all." 
               What does that mean?

     Joe waits for Kathleen to say she likes Joni Mitchell.

     But Kathleen doesn't say anything.

     She starts intently picking over apples, trying to find some 
     she wants.

                           JOE (CONT'D)
               How's your book coming?

192   EXT. BROADWAY - DAY                                         192   

     As they walk away from the market, going uptown.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 130


                           KATHLEEN
               There's a children's book editor I 
               know, from the store, and she's 
               excited to read it.  When I finish 
               it.  Who would ever have thought I'd 
               write?  I mean, if I didn't have all 
               this free time, I would never have 
               discovered --

     She stops, realizing what she's saying.

                           KATHLEEN (CONT'D)
               The truth is, he was the one who 
               made me start thinking about writing --

                           JOE
               Mister 152 Felony Indictments --

                           KATHLEEN
               Mister 152... insights into my soul.

                           JOE
               Yes.  Well.  Can't compete with that.

                           KATHLEEN
               Well.  I keep bumping into you.  
               Hope your mango's ripe.

                           JOE
               I think it is.  Want to bump into me 
               Saturday?  Around lunchtime?

193   EXT. COMPUTER SCREEN - NIGHT                                193   

     As Joe types.

                           JOE (V.O.)
               How about meeting Saturday?  The 
               first day of spring.  4 P.M.  There's 
               a place in Riverside Park at 88th 
               Street where the path curves and 
               when you come around the curve, you'll 
               find me waiting.

194   INT./EXT. SATURDAY - GREY'S PAPAYA - THE FIRST DAY OF SPRING194   

     Kathleen and Joe are putting mustard on their hot dogs.

                           JOE
               Today?

                           KATHLEEN
               Today.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 131


                           JOE
               Whoa.

                           KATHLEEN
               I know.  In Riverside Park.

                           JOE
               Isn't that amazing?  Maybe I've seen 
               him, and I don't even know it.

195   EXT. COLUMBUS AVENUE - DAY                                  195   

     As they walk uptown, eating their hot dogs and drinking papaya 
     drinks.

                           JOE
               He could be the Zipper Man.

                           KATHLEEN
               Who's that?

                           JOE
               This guy on Amsterdam who repairs 
               zippers.  You'll never have to buy 
               new luggage.

                           KATHLEEN
               Stop teasing.

                           JOE
               Timing is everything.  He waited 
               until you were primed.  Until you 
               knew there was no other man you could 
               ever love.

                           KATHLEEN
                    (almost believe it)
               Yes.

                           JOE
               Sometimes I wonder...

                           KATHLEEN
               What?

     They stop walking, they look at each other.

                           JOE
               If I hadn't been Foxbooks and you 
               hadn't been The Shop Around the Corner 
               and we'd just met --

                           KATHLEEN
               Don't.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 132


                           JOE
               I would have asked for your phone 
               number and I wouldn't have been able 
               to wait 24 hours before calling and 
               asking, "How about coffee, drinks, 
               dinner, a movie, for as long as we 
               both shall live?"

                           KATHLEEN
                    (almost a swoon)
               Joe...

                           JOE
               And then we would never have been at 
               war.

                           KATHLEEN
               No.

                           JOE
               The only fight we'd ever have is 
               what video to rent on Saturday night.

                           KATHLEEN
               Who fights about that?

                           JOE
               Some people.  Not us.

                           KATHLEEN
               We would never.

     A long beat.

                           JOE
               If only...

                           KATHLEEN
               Please.  I have to go.

     She doesn't move.

                           JOE
               Let me ask you something?  How come 
               you'll forgive him for standing you 
               up and you won't forgive me for a 
               little tiny thing like putting you 
               out of business?

     Kathleen looks at him.  Shakes her head.

     They look at each other.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 133


                           JOE (CONT'D)
               Oh how I wish you would.

     It's all Kathleen can do not to forgive him.

     It's all Joe can do not to kiss her.

                           KATHLEEN
               I really do have to go.

                           JOE
               You don't want to be late.

     She's in agony.

     He turns and walks away.

     After a moment, she does too.

196   EXT. KATHLEEN'S APARTMENT - LATER                           196   

     As we see Kathleen come down the street and walk into her 
     house.

197   EXT. KATHLEEN'S APARTMENT - LATER                           197   

     As she comes out of the apartment house, having changed her 
     clothes.

198   EXT. RIVERSIDE DRIVE - LATER AFTERNOON                      198   

     As she comes toward the entrance to the park.

199   EXT. RIVERSIDE DRIVE PARK - LATE AFTERNOON                  199   

     As Kathleen comes down a path in the park, near 88th Street.

     She comes to a stop.

     Looks around.

     A young woman in running clothes passes by.

     A young father pushing a baby in one of those strollers 
     runners use to push babies in.

     Kathleen looks at her watch.

     Suddenly she hears a noise.  A dog barking.

     And Brinkley comes around the corner.

                           VOICE
               Brinkley!  Brinkley!

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
                                                           p. 134


     And hold on Kathleen as she sees.

     JOE

     And she starts to cry.

     And he comes to her.  And puts his arms around her.

                           JOE
               Don't cry, Shopgirl, don't cry.

                           KATHLEEN
               I wanted it to be you.  I wanted it 
               to be you so badly.

     And as they kiss, we hold on them.

     And crane up and away as we see them, a couple kissing in 
     the park on a beautiful spring day.

     A dog is leaping around them.

     And as we get further and further away from them, the screen 
     turns into

     CYBERSPACE

     And the dog turns cartwheels and flipflops.

     And we tilt up to see the clouds and the sky and hear the 
     sound of computer keys, clicking, clicking, clicking

     FADE OUT