STATE AND MAIN

                                   By
                               David Mamet

                        (based on an actual idea)










             Draft 9 August 1999, revised 18 August 1999, revised 1
             September 1999, revised 9 September 1999, revised 10
             September 1999, revised 14 September 1999


                                              Final Shooting Script










     NOTE: THE HARDCOPY OF THIS SCRIPT CONTAINED SCENE NUMBERS.
     THEY HAVE BEEN REMOVED FROM THIS SOFTCOPY.










                                                           FADE IN:

     EXT.  FIREHOUSE - DAY.

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

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

     EXT.  STATE AND MAIN.  INTERSECTION - DAY.

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

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

                         MORRIS
               You hear that?

                         SPUD
               Yes, I hear it.

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

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

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

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

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

                         DOUG
               Who's that?

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

                         SPUD
               What was wrong with the old traffic
               light?

     INT.  COFFEECORNER - DAY.

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

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

                         ANN
               Morning, darling.

                         DOUG
               Morning.

                         CARLA
               Hi, Annie.

     Ann hands Carla a poster.

                         ANN
               Morning, Carla.

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

                         MORRIS
               ...the damn thing...

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

                         DOUG
               They are...Yes.  I'm sure they are...

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

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

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

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

                         ANN
               We'll work it out...

                         JACK
               What're they on about?

                         ANN
               Traffic light.

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

                         DOUG
               Thank you, Jack, and...

                         JACK
               But we got to talk about the pothole.

                         DOUG
               Jack...

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

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

     EXT.  STATE AND MAIN - DAY.

     As they walk out we hear a high pitched beeping sound at the
     traffic light.  We see DOC WILSON crossing the street,
     holding his doctor's bag.

     An ELDERLY MAN approaches Doc at the crossing.  As Walt and
     Bill walk, the airport van follows them.

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

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

                         TOWNSMAN
               Thanks, Doc...

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

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

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

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

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

                         WALT
               You told me that about the last town.

                         BILL
               Yeah, but they never made a movie here.

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

                         BILL
               ...why am I here...?

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

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

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

     ANGLE INT. THE AIRPORT VAN

     UBERTO is asleep.  Bill wakes him up.

                         UBERTO
               Where are we?

                         WALT
               Givvem a cigarette...

     Uberto comes out of the car and squints around.

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

                         BILL
               They're holding our Old Mill for ransom.

                         UBERTO
               We build it?

                         BILL
               We don't have to build it.

     He shows Uberto the brochure.

                         UBERTO
               We build the firehut...?

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

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

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

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

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

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

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

     INT.  TAVERN INN LOBBY - DAY.

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

                         DESK CLERK
               May I help you?

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

     Walt talks into his cell phone as he talks to the clerk.

                         DESK CLERK
               Would you like a room?

                         BILL
               Na, we wanna rent the whole hotel.

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

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

                         BILL
                   (carrying Waterford plate)
               Waterford, Vermont.

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

                         BILL
               I will.

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

     Walt carries the shuffleboard stick over his shoulder.

     INT.  WALT'S OFFICE - NIGHT.

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

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

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

                         BILL
               ...they run on water.

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

     He gestures for Bill who hands him the storyboards.

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

                         CARLA
               It's night.

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

     ANGLE

     Scott enters.

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

                         BILL
               What...?

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

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

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

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

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

                         WALT
               That's cor...

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

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

                         BILL
               Fourteen year old girls.

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

     INT.  PROD. OFC. - WAITING ROOM - DAY.

     INSERT

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

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

     Joe is reading an old "Welcome to Waterford" tourist folder.
     The door to the room opens, and Joe stands, looks inside,
     squints.  Takes off his reading glasses and puts on another
     pair.

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

     Carla brushes past them.

                         CARLA
               Hi, Mr. Bailey...

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

                         WALT
                   (from inside)
               ...What?  What is it?

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

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

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

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

     INT.  PROD. OFC. & WALT'S OFFICE - DAY.

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

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

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

     We see that Walt is leafing through glossy photos of horses.
     Walt has shuffleboard stick over his shoulder.

     ANGLE on storyboards of firehouse scene.

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

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

     Carla enters.

                         WALT
               Aren't you ever in school?

                         CARLA
               There's other things to be learned.

                         WALT
               Izzat so?

                         CARLA
               The Mayor's outside.

                         WALT
               What's his name?

                         CARLA
               Mr. Bailey.

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

     EXT.  WALT'S OFFICE - DAY.

     Joe reading the Burlington Banner.  He stands up.

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

     Walt and Mr. Bailey enter Walt's office.

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

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

     ANGLE interior Walt's office.

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

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

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

                         MAYOR
                   (of cigars)
               Aren't these illegal?

                         WALT
               Why would they be illegal?

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

     Pause.

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

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

                         MAYOR
               ...not at all...

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

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

                         WALT
               ...the city council...

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

                         WALT
               ...it is?

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

                         WALT
               George, that is so kind of you.

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

     He hands an invitation to Walt.

                         WALT
               Are you kidding me?  We would be de...

     Phone rings.

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

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

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

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

     Walt starts for the phone.

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

     Mayor leaves the office.

                         BILL
               It's Marty on the Coast -

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

     Walt goes to the phone.

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

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

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

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

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

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

     He hangs up.  Pause.

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

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

                         FIRST A.D.
               It burnt down.

                         BILL
               When did it burn down?

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

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

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

     ANGLE INS

     Debris by some water.

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

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

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

     Beat.

     Joe White, The Writer, enters.

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

                         JOE
               Hi.

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

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

                         WALT
               We can't shoot the Old Mill.

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

                         BILL
               The Mill burnt down.

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

                         BILL (CONT'D)
               Wonderful scr...

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

                         WALT
               We're out of money.

                         JOE
               You built an Old Mill in New Hampshire...

                         BILL
               They're holding it for ransom.

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

     Pause.  The phone rings.

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

                         JOE
               I can't write it.  I lost my typewriter.

                         WALT
               Grace: get Mr. White a typewriter.

                         JOE
               I can only write on a manual.

                         WALT
               I know the feeling.

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

                         WALT
               Grace...

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

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

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

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

                         BILL
                   (looking at the resume)
               Fifteen hands.

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

                         BILL
               This horse is booked.

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

     ANGLE

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

     ANGLE HIS POV INS THE SCRIPT

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

     We hear raucous laughter from Walt, et al, in the b.g.

     INT.  TAVERN INN LOBBY - DAY.

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

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

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

                         JOE
               What's an Associate Producer credit?

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

     The desk clerk in an argument with an electrician.

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

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

                         CLERK
               This isn't Evian Water.

                         DELIVERY MAN
               It's water.

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

                         ELECTRICIAN
               ...she's going to blow.

                         CLERK
               Well, you re-wire...

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

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

     The GIRL PRODUCTION ASSISTANT arrives with a huge bouquet.

                         GIRL PROD. ASST.
               I found lilacs!

                         CLERK
               Wonderful, that's...

     Joe the writer enters, goes up to the desk.

                         JOE
               Did they find...

     The Clerk's eyes turn toward the door.  Everyone's eyes turn
     towards the door.

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

     ANGLE POV

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

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

     The teenagers retreat.

                         BOB
               Hello, I'm...

                         CLERK
               Oh, Sir, I know who you are...

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

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

                         ELECTRICIAN
               ...I'm working.

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

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

     FIRST A.D. walks through the lobby.

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

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

                         FIRST A.D.
               That's right.

                         BOB
               You know who the father is...?

                         FIRST A.D.
               They think it's your First Wife...

                         BOB
               That Could Be.

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

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

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

                         CHUCKIE
               Mr. Barrenger, I...

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

     Barrenger brushes him aside.

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

                         CHUCKIE
               Baseball.

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

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

                         BOB (CONT'D)
               Chuckie...

     CAMERA PANS off Bob as he talks to Chuckie, and onto Joe,
     who is wandering around the lobby.

     The First A.D. comes up to Joe.

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

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

     INT.  COFFEECORNER - DAY.

     ANGLE INS

     Pan off "Trials of the Heart" theatrical poster.

     Two old codgers, Morris and Spud, and Jack sitting in the
     same window booth chatting.  Phone rings.  Carla answers it.

                         CARLA
               Coffeecorner.

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

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

     ANGLE

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

                         MORRIS
               He's going to get that calf.

                         SPUD
               Mmm...

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

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

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

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

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

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

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

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

                         ANN
               Water or mineral deposits.

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

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

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

                         CARLA
               I think that they're nice.

                         ANN
               I'm sure they are.

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

                         SPUD
               Communism's over.

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

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

                         JACK
               I want you home by Nine.

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

     She gets up.

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

     INSERT

     An article on Bob Barrenger.

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

     ANGLE

     Interior Coffeecorner.

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

                         ANN
               After Drama Group.

                         DOUG
               Drama Group?

                         ANN
               Tuesdays and Thursdays.  But after Play
               Practice, I'm yours.

                         DOUG
               Go you Huskies...

     He starts to exit and turns back.

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

                         ANN
               What is it, a surprise?

                         DOUG
               That's right...

     They exit.

                         MORRIS
               She coulda done better than him.

                         SPUD
               It takes all kinds.

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

     We hear the traffic light beeping from the street.

     EXT.  BOOKSHOP - DAY.

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

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

     She looks at the sign, changes the hand to read a quarter to
     three.

     She opens the door.  Goes inside.  He follows.  Camera
     follows.

     INT.  BOOKSTORE - DAY.

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

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

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

     She hangs up.

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

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

     She picks up half-knitted sweater off computer.

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

                         JOE
               I need a typewritter.

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

     He has picked up a typewriter, old, manual.

                         JOE
               I want to rent this one.

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

                         JOE
               I have one, but they lost it.

                         ANN
               Who?

                         JOE
               The people in New Hampshire.

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

                         JOE
               Well, it had sentimental value.

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

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

                         ANN
               You wrote a play on it, what play is
               that?

                         JOE
               You haven't heard of it.

                         ANN
               What's it called?

                         JOE
               "Anguish."

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

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

     He looks up.

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

     He switches glasses to look at her.

     A very OLD WOMAN comes in, goes back to the coffee machine.

                         MAUDE (OLD WOMAN)
               Afternoon Ann.

     Ann takes down a book from a shelf.

                         ANN
               Maude, this man wrote this play!

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

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

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

                         ANN
               What're you doing here...?

                         JOE
               Writing the movie.

                         MAUDE
               You're writing the movie...

                         JOE
               Yes.

                         MAUDE
               What's it about?

                         JOE
               It's about the quest for purity.

     INT.  WALT'S ROOM - DAY.

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

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

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

                         WALT
               What else?

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

     Knock on door.

                         WALT
               Come in.

     Joe enters.

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

                         JOE
               I grew up on your mov...

                         BOB
               Do you mind if we don't go through the
               usual bullshit about How I Loved It?

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

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

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

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

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

                         BOB
               Tell it with...

                         WALT
               Tell it with pictures.

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

                         WALT
               We've got three days to...

     As Bob talks, he exchanges glances with Carla.

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

                         WALT
               She's a...

                         BOB
               She's a waitress.

                         WALT
               What...

                         BOB
               What I...

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

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

                         WALT
                   (to Carla)
               You can go...

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

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

                         BOB
               No, you're absolutely r...

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

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

     Knock at door.  CLAIRE WELLESLEY enters, the female star.
     Very sexual.  Very serious.  Around thirty.  She looks in.

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

                         CLAIRE
               I just...

                         WALT
               Claire, Bob Bar...

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

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

                         BOB
               How'd you like working with Richard Hill?

                         CLAIRE
               I loved it...he...

                         BOB
               Isn't he...

                         CLAIRE
               It's...

                         WALT
               We're just talking about the...

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

                         WALT
               No, no...Please.

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

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

                         WALT
               This is Joe White.

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

     Pause.

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

     Pause.

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

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

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

                         WALT
               Yeah.

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

                         WALT
               Yes, yes, but...

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

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

     Pause.

     EXT.  STATE AND MAIN - DAY.

     ANGLE

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

                         ANN
                   (of typewriter)
               All ready to go!

     He nods.  Looks down at her posterior.

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

                         ANN
               I beg your pardon?

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

                         JOE
               I quit.

                         ANN
               You quit.

                         JOE
               I quit the movie.

                         ANN
               Why did you quit?

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

                         ANN
               Don't be so hard on yourself.

                         JOE
               I just got kicked off my first movie.

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

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

                         ANN
               It's in your play.

     She holds up "Anguish."

                         JOE
               You like my play.

                         ANN
               Yes.

                         JOE
               Why?

                         ANN
               It's about life.

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

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

     They stop by the park bench.

     Pause.

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

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

     The cop, Cal, passes.

                         CAL
               Evening, Annie.

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

                         JOE
               I...

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

                         JOE
               It's...

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

                         ANN
               It's okay...

     They walk on.

     EXT.  SPORTING GOODS STORE - DAY.

     The OWNER is closing up.

                         OWNER
               Evening, Annie.  See you at rehearsal.

                         ANN
               You know your line?

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

                         ANN
               Go you Huskies.

     He walks away.

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

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

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

     She gestures at the Firehouse.

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

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

                         JOE
               But why the dalmation?

                         ANN
               It was either that, or a sardine.

     He nods.  Beat.  He looks down at the jacket with one sleeve
     too short.

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

                         JOE
               That's true.  You grow up here?

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

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

                         JOE
               Nice town.

     Beat.  He gets a bit choked up.

                         ANN
               You want to talk about it?

     Joe shakes his head.  They walk off.

     EXT.  RAILROAD CROSSING - DAY.

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

                         ANN
               Yes.

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

                         ANN
               Yes...

                         JOE
               But, but but but...

                         ANN
               No, no, I see...

                         JOE
               That: in an act of...

                         ANN
               Yes...

                         JOE
               Of mercy...off...

                         ANN
               I understand...

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

                         ANN
               As the Old Mill goes around...

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

                         ANN
               Of course.

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

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

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

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

                         ANN
               Well.  It was a pleasure meeting you.

                         JOE
               And likewise.

                         ANN
               Goodbye.

                         JOE
               Goodbye.

     Pause.

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

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

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

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

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

                         ANN
               That whole...

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

     EXT.  ANN'S HOME - DUSK.

     They are walking.  They stop in front of an old picketfence
     house with a porch swing.

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

                         ANN
               Everyday things...yes.

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

                         ANN
               I live there.

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

                         ANN
               Surest thing you know.

     Pause.

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

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

     They walk onto the porch, and sit on the swing.

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

                         ANN
               ...I always thought so...

     They swing back and forth.  The swing creaks.

                         JOE
               ...such a pleasant sound.

                         ANN
               Mmm.

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

                         ANN
               Yes...

                         JOE
               ...that.

     Doug walks up.

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

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

                         JOE
               Sa pleasure.

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

                         ANN
               ...who...?

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

                         ANN
               Mister White is...

     Doug, as he takes Ann toward the door.

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

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

     INT.  TRAIN STATION - NIGHT.

     Joe enters with his bag.

     He stands looking at the long poster reading: "Waterford,
     Home of the Huskies, Division Champions, 1971, 1972, 1974,
     1975, 1976."

     Beat.

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

                         JOE
               ...what happened in 1973?

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

     The door opens.  It is Walt.  The stationmaster retreats.
     Walt comes forward.

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

     Pause.

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

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

     Pause.

                         JOE
               I want to make a good film.

                         WALT
               I know you do.

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

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

                         JOE
               Um, no.

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

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

                         JOE
               I don't drink.

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

     EXT.  BOOKSTORE - DAY.

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

     ANGLE

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

                         DOUG
               What, what what are you doing here?

                         ANN
               Yes, that's right.

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

                         ANN
               What are they offering?

                         DOUG
               Ten thousand dollars.

                         ANN
               That's so beautiful...

                         DOUG
               I beg your pardon?

     Ann gestures at the script.

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

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

     INT.  MAYOR'S HOME - DAY.

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

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

                         MAYOR
               ...not the Lazyboy...

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

                         CAL
               Hi, Sherry...

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

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

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

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

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

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

     Doug enters.  Cal exits carrying a pinball machine.

                         CAL
               Hi Doug.

                         DOUG
               Cal.  I want a city council meeting.

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

                         DOUG
               Main Street.

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

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

     EXT.  PARK - DAY.

     Joe walks up.  Ann is standing there.

                         JOE
               Hi.

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

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

                         ANN
               You're still here.

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

                         ANN
               I love your script.

     Pause.

                         JOE
               What?

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

                         ANN
               See you at rehearsal tonight?

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

     Postman exits.

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

                         ANN
               You'd know better'n me.

                         JOE
               How can you say that?

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

                         JOE
               I can?

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

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

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

     INT.  PRODUCTION OFFICE - DAY.

     Sign reads "three days till shoot."

     Walt is on the phone.  Covers the phone.  Crossed sticks on
     the wall, Walt plays with a shuffleboard discus.

     Girl P.A. brings cup of coffee to Walt.  Her T-shirt reads,
     "Does it have to be an old mill...?"

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

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

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

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

                         WALT
               I have no wife.

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

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

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

     Camera moves on past the production board, where we see
     "Dinner with the Mayor" in red.  And the costume designer
     comes up.

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

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

                         WALT
               Why?

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

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

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

                         WALT
               I don't care.  Fix it.

     He goes into comfab with the costume designer.

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

                         COSTUME DESIGNER
               Yes.

                         WALT
               Did she throw up?

                         COSTUME DESIGNER
               That isn't very nice.

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

                         COSTUME DESIGNER
               I can't tell.

                         WALT
               Why not?

                         COSTUME DESIGNER
               She won't stop crying...

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

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

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

                         COSTUME DESIGNER
               She doesn't want to Bare Her Breasts.

                         WALT
               She Doesn't Want to Bare Her
               Breasts...what, in the "Nude Scene...?"
               What are we paying her three mil?

                         COSTUME DESIGNER
               -- she's got 'religion.'

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

     CAMERA follows Walt to the sound of crying.

     We hear crying from the next room.  Walt opens the door
     quietly.

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

     Beat.  He motions his entourage to stand back.

     INT.  PROD. OFC. - WASH ROOM - DAY.

     He enters the room.  Camera follows.

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

     Pause.  Claire mumbles.

                         WALT (CONT'D)
               What...?

                         CLAIRE
               I can't do it, Walt.

                         WALT
               You can't do what?

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

                         WALT
               Forget the contract.  Claire.  What is
               it?

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

                         WALT
               I know that...

                         CLAIRE
               Is...Is the Movie!

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

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

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

                         WALT
               ...no, they don't...

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

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

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

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

                         CLAIRE
               I...I...

                         WALT
               Who are these from?

                         PROD. ASST.
               Marty.

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

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

                         WALT
               Listen to me:  Elanora Duse was playing
               Hamlet in London in 1905, and Royalty
               could not get a ticket.  She said, "I'm
               not doing the seven shows a week I signed
               for."  She said, "I cannot bare my soul
               seven times a week.  I am an artist.
               I'll do four shows a week."
                   (pause)
               The greatest actress of her time.  You
               know what her Producer said?

                         CLAIRE
                   (pause, softly)
               What?

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

                         CLAIRE
               ...I...

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

     Claire nods, breaks into sobs.

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

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

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

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

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

                         CLAIRE
               Wally...

                         WALT
               I know, I know.

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

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

                         CLAIRE
               ...yes...

                         WALT
               ...wants a piece...

                         CLAIRE
               Yes.

                         WALT
               And you know what...?

                         CLAIRE
               We, we have to give it.

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

     INT.  PROD. OFC. - BACK ROOM - DAY.

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

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

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

     Camera follows the two out.  A tableau of the four of them.
     The First A.D. drinking coffee, sees he has been overheard.
     Beat.  Claire starts soundlessly heaving, sobbing.  She goes
     "Oh!" as if she has just been hit in the stomach, falls back
     into the room, closes the door.  Sobbing sounds emanate.

                         FIRST A.D. (CONT'D)
               I...

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

                         FIRST A.D.
               I...

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

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

                         WALT
               You're very sorry, you passive
               aggressive, son-of-a-bitch...can we
               replace him?

                         BILL
               We start shooting in three days.

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

                         SECRETARY
               Marty Rossen's touched down.

     EXT.  PARK BENCH - DAY.

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

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

                         ANN
               Yes...

                         JOE
               About conflict...

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

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

                         ANN
               The Firehouse...

                         JOE
               I...

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

                         JOE
               How...?

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

                         JOE
               No, I don't...

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

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

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

     Emma waves and nods.

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

                         JOE
               What are you doing tonight?

                         ANN
               Me?

                         JOE
               Yes.

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

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

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

     EXT.  HOTEL STEPS - DAY.

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

                         WALT
               Marteleh, vos macht a yid...?

     He hands Marty the breadloaf.  Marty takes a bite.

                         MARTY
               You cool the broad out?

                         WALT
               I left that for you.

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

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

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

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

                         WALT
               How was your flight?

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

                         WALT
               Did you bring Bob's weights?

                         MARTY
               They're coming Fedex...

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

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

                         WALT
               I'm gonna' bring it off.

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

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

     Carla walks through carrying food bags.

                         DOC WILSON
               Hiya Sally...

                         GIRL ON SCOOTER
               Hiya Doc...

                         DOC WILSON
               How's the arm?

                         GIRL ON SCOOTER
               Still itchin'.

                         DOC WILSON
               Good!  A sign it's getting well.

                         MARTY
                   (of scene)
               Stop...

                         WALT
               That's what I said.

                         MARTY
               How are you getting on with these fine
               people?

                         WALT
               Like dykes and dogs.

     INT.  BOB'S ROOM - DAY.

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

                         BOB
               Yeah.  Come in.

     She comes in.

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

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

                         CARLA
               The prices are going up.

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

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

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

                         CARLA
               I don't eat vegetables.

                         BOB
               Well, I can offer you something to drink?

                         CARLA
               Sure, what have you got?

                         BOB
               What do you drink?

                         CARLA
               Bourbon and Milk.

                         BOB
               How old are you?

                         CARLA
                   (whispers to him)

     He makes her a drink out of his fridge, hands it to her.

                         BOB
               Then I hope you wouldn't tell anyone that
               I gave you this.

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

     Pause.

                         BOB
               Nice town that you've got here.

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

                         BOB
               ...wouldn't that be dangerous?

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

     EXT.  MAIN STREET - DUSK.

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

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

     Joe, as he is scribbling in the script.

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

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

     He sees Ann, sitting on the backstairs of what, as we draw
     closer, we see is the playhouse.  In back of her we see the
     "Trials of the Heart" flats, seen from the back.

     ANGLE, his POV

                         ANN
               Hello.

                         JOE
               I thought you had Play Practice.

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

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

                         ANN
               That's for sure.

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

                         JOE
               What happened?

                         ANN
               Cast stood me up.

                         JOE
               Uh huh.

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

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

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

                         JOE
               What?

                         ANN
               What are you doing down there?

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

                         ANN
               ...lost the screw...

                         JOE
               You got a paperclip?

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

                         LITTLE KID
               Evening, Annie.

                         ANN
               Evenin', sweetheart.

                         LITTLE KID
               Go you Huskies.

                         ANN
               You said it.

                         JOE
               You like kids?

                         ANN
               Never saw the point of 'em.

                         JOE
               Me, too.  You have a paperclip?

                         ANN
               Paperclip?

                         JOE
               Fix my glasses.

                         ANN
               Better idea...

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

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

                         JOE
               Gonna' be good as new.

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

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

                         JOE
               Ow.

     He grabs for the nearest object.  Pause.

                         ANN
               What?

     Joe shows her.

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

     EXT.  BOOKSTORE - DUSK.

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

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

                         DOUG
               What the hell are you so down about?

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

                         DOUG
               How about that.

                         FIRST A.D.
               Mmmm.
                   (pause)
               You have children?

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

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

                         DOUG
               Yes.

     INT.  WALT'S HOTEL ROOM - NIGHT.

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

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

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

                         MARTY
               Who is her agent...?

                         BILL
               Mitch Cohn...

                         CLAIRE
               He's...

                         MARTY
               Get him on the phone.

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

                         MARTY
               Get him on the...

     Claire starts back to her room.

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

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

                         MARTY
               Well, I'm going to discuss 'em between
               you babe, cause it's your idea, and you
               think you're going to sign to do a, then
               hold us up in the wilds sweetheart, you
               are in error...

     Bill hands him the phone.

                         BILL
               He's on the ph...

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

                         BILL
               Wat...

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

     Joe enters.  His finger bandaged.

                         JOE
                   (tentatively)
               Hi!

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

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

                         MARTY
               Cool it, Babe, you started this...

                         JOE
               What's the...

                         WALT
               Where have you been...?

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

     Claire starts to get up.

                         MARTY (CONT'D)
               Siddown!

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

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

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

                         JOE
               She's absolutely r...

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

     Claire exits crying.

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

                         JOE
               I...

                         MARTY
               He says they're looking for you all day,
               you're on salary, he needs pages, what
               are you, you been 'haying?'  Now:

                         WALT
               Marty...

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

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

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

                         WALT
               It's just a formality.

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

                         JOE
               I can't.

                         WALT
               Why?

                         MARTY
               You can't write it?

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

                         WALT
               Why?

                         JOE
               I hurt my finger.

                         WALT
               Get a typist.  Gettim a typist.  Get
               outta here.

     Joe exits.

     They turn to survey the board.

                         MARTY
               Eight hundred grand to show her tits...

                         WALT
               Pay her.

                         MARTY
               I don't got the money.

                         WALT
               Find the money.

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

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

     INT.  JOE'S ROOM - NIGHT.

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

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

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

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

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

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

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

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

                         JOE
               I, actually yes.

                         CLAIRE
               I love Jewish men.

                         JOE
               Why?

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

     She goes into the bathroom.

                         JOE
               You liked the script, huh...?

     EXT.  MAIN STREET - NIGHT.

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

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

     He gives her the bouquet.

                         ANN
               Hi!

                         DOUG
               We had a date.

                         ANN
               We did...?

                         DOUG
               Where have you been...

                         ANN
               I've been thinking.

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

                         ANN
               I have to tell you something...

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

                         ANN
               I wasn't doing business.

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

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

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

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

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

                         ANN
               I'm sorry.

                         DOUG
               Who is this person that you've found?

                         ANN
                   (pause)
               He works on the movie.

                         DOUG
               No.  Don't tell me that.

                         ANN
               I'm sorry.

                         DOUG
               Why, you whore!

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

                         FIRST A.D.
               Can you type?

                         ANN
               Never admit you can type.

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

     INT.  JOE'S HOTEL ROOM - NIGHT.

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

                         JOE
               Look.

                         CLAIRE
               I feel so close to you...

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

                         CLAIRE
               I like you, too.

                         JOE
               But not that way...

                         CLAIRE
               But we...

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

     Sound of a knock on the door.

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

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

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

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

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

                         ANN
               You have to sign for it.

     INT.  HALL - NIGHT.

     Ann hurriedly arranging the flowers in the "platen" of the
     typewriter.  From inside the room we hear Joe's voice:
     "Alright, One Moment!"  He opens the door.

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

                         JOE
               Oh, God...

                         ANN
               And here's some hydrogen peroxide.

                         JOE
               I don't drink.

                         ANN
               It's for your finger.

                         JOE
               One moment.

     He closes the door.

     INT.  JOE'S ROOM - NIGHT.

     Claire is still sitting on the bed, has a lit cigarette.
     Poured herself a drink.  Joe goes over to her, thrusts her
     clothes onto her.

                         JOE
               You have to hide.

                         CLAIRE
               Who is that...?

                         JOE
               That's my...

                         CLAIRE
               Oh.

                         JOE
               Will you help me out...?

                         CLAIRE
               I...

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

                         JOE
               Hi.

                         ANN
               You going to ask me in?

     Joe looks back over his shoulder.

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

     She hands him a bouquet.

                         JOE
                   (he takes the flowers)
               Thank you.

                         ANN
               Read the card.

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

                         ANN
               The other side.

                         JOE
               Oh.

     He turns the card over.

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

                         JOE
               Why?

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

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

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

     Pause.

                         JOE
               Start?  This isn't a good time.

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

                         JOE
               Later on.

                         ANN
               Then I'll come back, then.

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

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

     She starts to exit.

     INT.  TAVERN INN HALLWAY - NIGHT.

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

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

     ANGLE

     In the room.  Claire is standing there, basically naked.
     Pause.

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

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

                         CLAIRE
               ...we had a script conference...

                         JOE
               I told her Thank You Very Much, but it
               was inconvenient because...uh...
               because...

                         ANN
               You can do it.

                         JOE
               Because I'd met someone else.

                         ANN
                   (very simply)
               Oh okay.

                         JOE
               You believe that?

                         ANN
               I do if you do.

     Pause.

                         JOE
               But it's absurd.

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

                         JOE
               Do you truly believe the electoral
               process is absurd?

                         ANN
               I used to go out with a politician.

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

                         ANN
               Sure did.

                         JOE
               Why?

                         ANN
               Time for a change.  Keep your margins
               straight.

                         JOE
               Yes.

                         ANN
               Go you Huskies!

     INT.  HALL - NIGHT.

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

     EXT.  MAYOR'S PORCH - DAY.

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

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

                         MARTY
               Why, that's right fine...

                         POSTMAN
               Mornin' George.

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

                         MARTY
               Mmm....

                         MAYOR
               Havin' 'em over, homecooked meal, if
               you'd...

                         MARTY
               Well, I'd be awfully...

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

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

                         MAYOR
               Sherry, this...

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

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

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

     He and his assistant go into the house with wallpaper.

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

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

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

                         MARTY
               What is that...?

                         SHERRY
               ...the house, the 1835.  The original
               kitchen, of course, burned in 1960, as
               part of a spate of fires...

                         MARTY
               It's lovely.

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

                         MARTY
               My oh my.

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

     Doug comes up the walk.  A bit rabid.

                         DOUG
               I have to talk to you.

                         MAYOR
               Doug, this is Mr...

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

     Sherry disappears into the house.

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

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

                         MAYOR
               Doug...

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

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

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

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

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

                         PAINTER
               Waal, if you ordered something common...

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

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

     From inside the house, we hear the Mayor's wife screaming.
     Mayor runs inside, Doug and Marty follow.

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

     INT.  COFFEECORNER - DAY.

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

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

                         SPUD
               Yeaup, but those grosses are inflated.

                         MORRIS
               You think so?

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

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

                         JOE
               Cuppa coffee, and a...

                         JACK
               With you inna moment.  I'm a little
               shorthanded...

                         MORRIS
               Where's Carla...?

     Ann enters.

                         SPUD
               Hiya, Annie...

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

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

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

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

     He resumes talking to his companion.

                         ANN
               Good morning to you...whatsa matter?

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

                         ANN
               What's the scene...

                         JOE
               It used to be the Old Mill.

                         ANN
               What've you got?

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

     He shuffles through his pages, he goes in his pocket for a
     note, he brings out the old lure.

     He smiles at her, she smiles back.

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

                         ANN
               What's the scene about...?

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

                         JACK
               Annie?

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

                         JOE
               Please...

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

     She takes Joe's hand, and he winces.

                         JOE
               Ah.  Ah.  Ah...

                         ANN
               I hurt you?

                         MORRIS
               What happened to his finger?

                         ANN
               It was burnt.

                         MORRIS
               Mmm.

                         ANN
               And then it was really hurt.

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

                         MORRIS
               ...how was it hurt?

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

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

                         ANN
               ...yes.

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

                         ANN
               ...yes.

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

                         JACK
               Anybody here seen Carla?

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

                         ANN
               Because it's about purity...

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

                         ANN
               That's right...

                         JOE
               ...take any two people...

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

                         JOE
               ...take you and me...

     He runs out.

     INT.  PRODUCTION OFFICE - DAY.

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

     Walt on the phone.

     First A.D. shows up.

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

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

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

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

                         WALT
               Not now.

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

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

     Girl P.A. walks through the b.g. in "Does it have to be an
     old mill...?" t-shirt.

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

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

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

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

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

                         CLAIRE
               I...

                         WALT
               An artist of your caliber...

                         CLAIRE
               I'm only trying to...

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

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

                         WALT
               I know...

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

                         WALT
               ...yes...

                         CLAIRE
               ...she has a home...

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

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

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

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

     Claire exits.

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

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

                         WALT
               Pay her off.

                         MARTY
               We don't have the money.

                         WALT
               Find it.

                         MARTY
               If you do the product placement...

                         WALT
               IT'S A COMPUTER COMANY...IT'S A COMPUTER
               COMPANY, BAZOOMER-COM?

                         MARTY
               "Bazoomer dot com."

                         WALT
               I CAN'T PUT A COMPUTER IN A MOVIE SHOT IN
               1895...you wanna tell me how I'm gonna'
               do that?

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

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

                         MARTY
                   (picks up the phone and dials)
               Gimme Howie Gold.  Howie?  Thizz...I
               neee...I NEED EIGHT HUNDRED GRAND.  I...I
               don't care where it comes from...
                   (to Walt)
               It comes out of our end.
                   (Walt gestures do it)
               I...I need...JUST GET ME THE MONEY.
               I...JUST GET ME THE GODDAMN MONEY...Look:

     Joe barges in.

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

                         MARTY
               The breasts symbolize motherhood...

     INT.  WALT'S OFFICE - DAY.

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

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

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

                         BILL
               It'll hurt the box office.

                         JOE
               They know what her tits look like.

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

                         JOE
               I'm gonna nail it.

                         WALT
               I know you are.  Go you Huskies.

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

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

                         MARTY
               We got the permit.

                         WALT
               Is that one hell of a kid?

                         MARTY
               He just saved us eight hundred thousand
               bucks.

                         WALT
               He's got a gift for fiction.

                         MARTY
               We got to do something nice for him.

     He takes out his cardcase.

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

                         PROD. ASST.
               Maple syrup?

     Marty writes on the card.

                         MARTY
               Yeah.

     ANGLE INS THE CARD.

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

     ANGLE ON WALT as he walks back into the other room, holding
     the permit.

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

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

     EXT.  MAIN STREET - NIGHT.

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

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

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

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

                         MORRIS
               Bet you did.

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

                         MORRIS
               Ain't no second chances in life.

                         SPUD
               Zat true?

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

     ANGLE

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

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

     Joe holds a beat, runs over to the car, to driver's side.
     Battered driver, bleeding, upside down.  Joe drags him from
     the car.  It is Bob Barrenger.

                         BOB
               Get the...

                         JOE
               Are you al...?

     Barrenger points to the other side.  Joe looks.

     ANGLE POV

     Carla is the passenger, she is dazed but unhurt.

     ANGLE

     The car.

                         BOB
               We gotta get her out of here...

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

                         BOB (CONT'D)
                   (to Carla)
               Are you all right...?

                         CARLA
                   (nodding)
               I...

                         BOB
               You got to get out of here...

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

                         BOB (CONT'D)
               Oh God, oh God, oh God....do you have a
               cig...

     INT.  BOB'S HOTEL ROOM - NIGHT.

     Bob is being bandaged by Doc Wilson.  Marty on the phone.
     Walt, the First A.D. and Joe also in the room.

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

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

                         WALT
                   (to Doc)
               Thank you.

     Doc Wilson exits.

                         DOC WILSON
               Yessir...

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

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

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

     He hangs up.

                         WALT
               Are you Okay?

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

                         WALT
               Bobby...

                         BOB
               Everybody needs a hob...

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

     There is an abrupt knocking at the door.

                         WALT
               Who is it?

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

     The boys in the room go into a whisper conference.

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

                         BOB
               Uh, look....

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

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

     The knock is repeated.

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

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

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

                         MARTY
               There's no witnesses...

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

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

                         WALT
               Joe, the writer?

                         BOB
               Just him and me.

     Knocking is repeated.

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

                         BOB
               She wasn't in the...

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

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

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

                         CAL
               Mr. Barrenger.

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

                         MARTY
               Yes...?

     The cop comes in the room.

                         CAL
               I'm very sorry to...

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

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

                         MARTY
               Of course he...

                         CAL
               Could I see it please...?

     Bob gestures to his wallet which is on the desk.

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

                         BOB
               No.

                         CAL
               And who was driving the...

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

     The cop is writing down these statements.

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

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

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

                         MARTY
                   (beat)
               You have to what?

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

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

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

                         CAL
               If there's anything I...

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

                         WALT
                   (into phone)
               Yeah.  Hello, Mr. Mayor...Walt Price!
               No, no, sir, he's fine.  Well, he's right
               here!  Would you like to...?
                   (covering phone, to Bob)
               You are not to see that girl again...do
               you...

     Door to hall opens.  Claire comes in.

                         CLAIRE
               Hello.

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

                         CLAIRE
                   (to Bob)
               Bob are you alright...?

     EXT.  FIRESTATION TO PRINTSHOP - NIGHT.

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

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

     ANGLE, his POV.

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

                         JOE
               Hi.

                         ANN
               Hi.

                         JOE
               Where you going?

                         ANN
               Going home.

     They start to walk down the street in the rain.

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

                         ANN
                   (over a clap of thunder)
               What?

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

     They take refuge under the awning of the printshop.

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

                         JOE
               ...how else can you talk?

                         ANN
               No, that's true.

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

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

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

                         JOE
               Is it...

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

     Joe looks in the window of the printshop.

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

                         JOE
               I'd love to.

     ANGLE

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

     EXT.  BOOKSHOP - NIGHT.

                         ANN
               How's your star?

                         JOE
               Gosh, you look nice.

                         ANN
               ...what...?

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

     ANGLE

     INT.  BOOKSHOP - NIGHT.

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

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

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

     She hands him some plans, which show photos of the old
     printshop, and copies of the Old Waterford Sentinel, circa
     1900.

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

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

                         ANN
               Print it right here.

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

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

     Ann takes a small match from the drawer, and lights a small
     kerosene barn lantern.

                         ANN (CONT'D)
               Well.  There you go.

     She sits down on the couch, and spreads the plan on a small
     table.

                         ANN (CONT'D)
               Press still works.

                         JOE
               It does?

                         ANN
               Did as of last week.

     She shows him the poster for "Trials of the Heart."

                         ANN (CONT'D)
               Best way I know to get ink on your hands.

                         JOE
               You'd do the newspaper right here.

                         ANN
               That's something a man could do...?

                         JOE
               You know what else a man can do?

                         ANN
               What?

     He moves closer to her.  He is about to kiss her when the
     firedog appears on the couch between them.

                         ANN (CONT'D)
               One moment...

     She goes in the pocket of her jacket, the dog follows her.
     She cannot find a dog biscuit.

     Beat.  Joe pats the dog on the head.  Leads him to the front
     door, puts him out.  The door blows in the rain.

                         JOE
               Pelting down out there.

                         ANN
               People might be better off.  They thought
               about it, spent the evening back in
               the...

     She comes close to him.  The dog reappears between them.  Joe
     looks around, and goes back to a window, and shuts the
     window.

     Ann crosses to her desk.  Takes out a box of dog biscuits.
     The box is empty.  The two of them lead the dog out, and pet
     it on the head.  They turn back and the door is slammed.

     EXT.  BOOKSHOP - NIGHT.

     Beat.  They start back to find the door locked.

                         ANN
               Left the keys inside, in my jacket.

     Joe nods.

                         JOE
               Well.  S'pose I should be getting
               home...Look.

     They turn and Cal, the policeman, is standing next to them.
     In raingear.

                         ANN
               Cal...

                         CAL
               Annie...got an umbrella...?

                         ANN
               Nope.

                         CAL
               I'll walk you home, you can have my coat.

     He starts taking off his slicker.

                         ANN
               Then you'll be wet.

                         CAL
               I'm goin off-shift.  Come on...I'll walk
               you home.

     He covers her with his slicker, and they walk away.

     We see in the background Uberto and his helper, at the
     firehouse.  Uberto swings a shuffleboard disk, and the
     dalmation window shatters and falls in the street.  Some
     falls on his head.

     INT.  THE COFFEECORNER - DAY.

     Doug talking to Postman.

                         DOUG
               Ten dollars apiece for outdated textbooks
               you or I could buy retail for a dollar
               ninety-five...

     Carla is serving breakfast, her wrist in a cast and a small
     bandage on her forehead.

                         DOC WILSON
               Mornin' Carla...how's the itching...?

                         CARLA
               Okay, Doc.

                         DOUG
               Bear with me, now--because what're we
               getting for our money?...See the cat and
               dog...?  See what I'm saying?  Nice to
               take this opportunity to mount an
               investigation of...

     She assembles a tray, starts out the door, as Maude comes in.

                         MAUDE
               Morning, Carla, what happened to
               you...?

                         DOC WILSON
               She went to fetch a pail of water.

     Carla goes out the door.

     INT.  WALT'S ROOM - DAY.

     Walt, Marty, Bob, Claire, Joe, coffee urns.  They work on the
     script.

                         WALT
               So you see what I'm saying...the movie is
               about purity...

                         BOB
               I've always seen that.

                         WALT
               We don't show her breasts, we just show
               your reaction...

                         CLAIRE
               I'm so comfortable with that, Walt, I
               can't tell you...

                         WALT
               Well, Joe said it, and he's right.

     Knock at the door.  Marty goes to the door.

     ANGLE

     Carla outside the door, talking to Marty.  Marty takes tray.
     Carla has bandage on her head and a small cast on her wrist.

                         CARLA
               And I have Mr. Barrenger's Tuna B...

                         MARTY
                   (hands her a bill)
               Thank you.

                         CARLA
               I, well, you know, I tried to take him,
               in his room.

                         MARTY
               I think he's moved...

                         CARLA
               I, uh...
                   (pause)
               Um...

     ANGLE

     Inside the room.  Marty closing her out.  Bob and Claire
     talking.

                         BOB
               That makes a lot of sense, Claire, that
               makes a lot of...list...listen, cause
               the audience isn't coming to see your
               breasts.  They are coming to see you act.
               What are you doing this evening...?

                         CLAIRE
               I'm having dinner with W...

                         WALT
               We're going to discuss the scr...you
               wanna come along...?

                         BOB
               You mind...?

                         CLAIRE
               No, are you kidding me, Bob, not at all.

                         WALT
               Marty...

                         MARTY
               Yeah?

                         WALT
               Would you, tell the guy, get the A.D.,
               someone, somewhere where we can get away,
               something, I want, you know, last day
               before the shooting, get away, forget it,
               have some local food.
                   (to Joe)
               You want...

                         JOE
               I've got a date.

                         WALT
               He's got a date, he's got a date, is this
               guy fantastic...?  Already he learned how
               to write a movie, and he found a girl to
               get his toes curled, what a guy, what
               a...what a literary find...!

     First A.D. walks in, talking on a cellphone.

                         FIRST A.D.
                   (on phone, sotto)
               I'm trying, honey...I'm...look, is your
               Ma, when is your Mom coming?  Oh.
                   (pause)
               What did the midwife...?

                         WALT
               Did you, where are we going tonight...?

                         FIRST A.D.
               I...?

                         WALT
               Some, you were, you were going to make a
               reservation for us?  Where's my schedule?
               Where are we booked tonight?

                         FIRST A.D.
               My wife's having a baby...

                         WALT
               You what...?  Is that on the callsheet,
               is that on the callsheet, or is that
               personal business?  Ah, Christ.
               Marty...Are we paying you?

                         FIRST A.D.
               I...

     EXT.  REALTY OFFICE - DAY.

     The Real Estate office.  The placard with the "Old Printshop"
     advertised.  The Realtor taking the placard out of the
     window.

     INT.  BAR - DAY.

     The bartender is looking down studying a vast book, "State
     Statutes of Vermont".  Doug drinking.

                         DOUG
               She didn't even finish knitting me the
               sweater...

     First A.D. walks in.  Doc Wilson walks in.

                         BARTENDER
               Mornin', Doc...

                         DOC WILSON
               You doin' here, Doug, thought you
               started out the day with that pernicious
               caffeine...

                         DOUG
               Kiss my ass.

                         DOC WILSON
               Well.

                         BARTENDER
               He had a hard day.  Ann's deserted him
               for some guy on the movie.

                         DOC WILSON
               Well, they don't always leave with the
               ones they came in with.

                         BARTENDER
               Big day last night.

                         DOC WILSON
               Hope to tell you.  Didn't I pick the
               fragments of glass out of Bob Barrenger's
               actual head myself.

     ANGLE IN THE B.G.

     We see Carla entering with bags of food and checks for bar
     patrons.

                         BARTENDER
               Mornin' Carla.

                         CARLA
               Mornin' Uncle Ron.

                         DOC WILSON
               Cluster of events.  Don't see something,
               ten years, allasudden.  Three times inna
               night.

                         BARTENDER
               That's what they call an events cluster.
               Some guy, nobby orders a Manhattan,
               fifteen, twenty years, allasudden, three
               times inna night.

                         DOUG
               Who got their heads cut?

                         BARTENDER
               ...some fella.  Orders a Manhattan.

                         DOC WILSON
               What?

                         DOUG
               Who got their heads cut?

                         DOC WILSON
               Uh.  Bob Barrenger, fella, Cameraman...

                         DOUG
               You said three...?

                         DOC WILSON
               Did I?  I think you're mistaken.

     ANGLE on Doug, looking over at Carla, with a small cast on
     her wrist and her head beneath a babushka, in the lobby.

     Doug looks up.

     INT.  CORRIDOR TAVERN MOTEL - DAY.

     Carla, being led by the hand, by Doug.  Following them, her
     Father Jack and Cal the trooper.

                         CARLA
               I wasn't in the car...

                         DOUG
               We're going to s...

                         JACK
               Doug, she says that she wasn't in the
               c...

     They stop at a room, knock on the door.  A PAUNCHY SALESMAN
     opens the door.

                         SALESMAN
               Yeah?

                         DOUG
                   (beat)
               I've got the wrong room.

     The Procession reverses, starts down the hall, runs into
     Marty coming out of his room.

                         DOUG (CONT'D)
                   (to Cal)
               Arrest him.

                         MARTY
               What is the...?

                         DOUG
               Arrest him.

                         CAL
               For what...?

                         DOUG
                   (beat)
               Conspiracy in Statutory Rape.

                         MARTY
               Conspiracy in Statutory Rape?  Okay.  Of
               whom?

                         DOUG
               This young woman.

                         CARLA
               Nobody touched me, I was at home.

                         MARTY
                   (to Carla)
               Who is it raped you?

                         CARLA
               Nobody.

                         MARTY
               Well, what's the beef?

                         DOUG
               She was in the car with Bob Barrenger
               last night.  And she was injured coming
               home from a love tryst, so...

                         MARTY
               You were in the car with Bob?

                         CARLA
               No.

                         MARTY
               Then what is the...?

     He steps back into a linen closet, takes Doug with him by the
     lapels.

     INT.  LINEN CLOSET - HOTEL HALLWAY - DAY.

                         MARTY
               Now what is this, you sonofabitch,
               because if you haven't heard about the
               laws of Malicious Prosecution, you're
               about to.  DON'T FLINCH WHILE I'M TALKING
               TO YOU, YOU TWO BIT SPEEDTRAP FRAUD:
               There's an old saying, two scariest
               things in the world, a black man with a
               knife and a Jew with a lawyer.  Now, I am
               a lawyer, and I am The Jew, and you
               continue ONE MOMENT with this slanderous
               shit here in this public place, I'm going
               to have your ass over my mantleplace.
               THE KID WAS NOT IN THE CAR, SHE SAYS THAT
               SHE WASN'T IN THE CAR, NO ONE SAYS SHE
               WASN'T IN THE CAR, NO ONE SAYS THAT SHE
               WAS IN THE CAR, YOU HAVE NO CORPUS AND
               YOU HAVE NO CASE, AND YOU KNOW IT.  SO
               I'M NOT PAYING PATSY WITH YOU HERE, YOU
               MOTHERFUCKER.  Look in my eyes:  I made
               eleven million bucks last year and I
               don't like being trifled with.  Now I
               think that the better part of valor,
               though we've got your back up here...the
               better part of valor is to step away.
               Or, before God, I will see you disbarred.
                   (beat)
               Now, what do you think?
                   (beat)
               We all have a movie to make.  Now, can
               we stay together here...
                   (pause)
               What do you say...?  Have a cigar.

     He puts a cigar into Doug's pocket.

     INT.  HALL - DAY.

     The two come out of linen closet, Marty with his arm around
     Doug.

                         MARTY
               It's a mistake.  It's all over.
                   (to Carla)
               I'm sorry that we've inconvenienced you.

                         CARLA
               I wasn't in the car.

                         MARTY
               We know that you weren't.

     They walk down the hall.  Before them, Claire, half clothed,
     backing out of a motel room.

                         CLAIRE
               ...because you treat me like a
               child...you treat me like a
               child...that's why I can't come...

     The procession has reached the open door.  They look to see
     whom it is Claire is addressing.  Carla looks in the door.

     ANGLE CARLA'S POV

     Bob Barrenger, clutching a towel to his naked self, smoking a
     cigarette.

     ANGLE

     The group in the hall.  Carla points into the open door.

                         CARLA
               He took advantage of me.

     INT.  PROD. OFC. - DAY.

     Cal, Bob Barrenger, Walt, Doug, Carla and Jack.

                         MARTY
               ...upset and impressionable...
                   (to the A.D.)
               Get me the Mayor...

                         BOB
                   (to Carla)
               ...I was just talking to that girl in the
               other room.

                         MARTY
               ...overcome by the events around her, the
               presence of a high-powered...

                         BOB
                   (to Carla)
               I never touched her.  My mother's gr...

                         MARTY
               And a fantasy object...

                         DOUG
                   (to Cal)
               Tell him to get dressed...

                         CAL
               Uh, sir...

     The First A.D. enters with lawbooks, marked as to page.

                         MARTY
                   (takes lawbooks)
               Wally...?

                         WALT
               Look, Carla.  This is a hard time for
               you.  Many young people go to Hollywood. 
               I did...And we all dream of it, and here,
               here Hollywood has come to you...

                         CAL
               Mr. Barrenger, I'm very sorry, but...

                         WALT
               Here this dream world has come to you.
               Now, you obviously have an active, a
               vivid imagination.

                         CARLA
               Her...

                         BOB
               I swear that that woman in my room...

                         WALT
               Be quiet, Bob.  A fertile mind.  Now we
               can use that kind of people in our work.
               Yes, we can.  Now, and this is what
               occurs to me.  There's a part in the
               film...isn't that right, Marty...?

     Marty is perusing the lawbooks.

                         MARTY
               Mmm.

                         WALT
               That we could use you in and I think
               that's quite a fine trade-off all around
               and an ill wind that blows somebody good.

                         MARTY
                   (of the book)
               Here it is: Statutory r...Blah, Blah,
               Blah, Blah..."statutory"..."unsupported
               testimony by the..."
                   (he shows the book to Doug)
               Hold on, Bobby...
                   (to Doug)
               You've got nothing, and you know it.  By
               God, you know it.  Harassment.  You need
               a...Even if this was true, you need a
               witness.  You need someone puts her in
               the car, and you've got nothing.  Now we
               all have...yes, give her that part in the
               film.
                   (to Carla)
               Yes, we'd love to have you...Now: we all
               have more important things to do, isn't
               that right...?

     Marty starts ushering everyone out of the room.

                         MARTY (CONT'D)
               Isn't that right?  I'm sorry that you all
               went to this...

                         JACK
               I knew she wasn't in the car...

                         MARTY
               This has been just an unfortunate...

     He ushers them out, the phone is ringing.  Walt picks it up.

                         WALT
                   (into phone)
               Yes?  Hello, Mr. Mayor.  Nothing, just
               an, an unfortunate...
                   (he covers the phone)
               It's the Mayor, he's saying...

                         MARTY
               Is he cool or angry?

     INT.  MAYOR'S HOUSE - DAY.

     Mayor on the phone.  Sherry in the B.G.

                         MAYOR
               Well, these things happen.  Purpose of my
               call, my wife wanted to know what brand
               of cigarettes Mr. Barrenger smokes, so
               she could lay some out tonight...we got
               the list of his dietary requirements...

     INT.  PRODUCTION OFFICE - DAY.

                         WALT
                   (hangs up phone)
               So we just got lucky.

                         BILL
               Marty, it's Howie Gold on the coast, he
               needs your confirmation on a request for
               money...?

                         MARTY
               And I need a drink.

     Marty exits.

                         WALT
                   (to Bob)
               If your memory was as long as your dick,
               you'd be in good shape.  How long since
               you almost went to jail for this shit?

                         BOB
               How could she turn on me like that?  I
               thought she liked me.

                         WALT
               Can we try to keep our pants buttoned and
               get out of this town in one piece?

                         BOB
               I'm ready!

                         MARTY
               Stay ready.  Stay by yourself in your
               room.

                         BOB
               What'll I do for fun?

                         MARTY
               Whyn't you learn your lines?

                         BOB
               I know my lines...

                         WALT
               You do...?

                         BOB
               I just don't know what order they come
               in...

     Walt walks away from Bob, shaking his head.

     ANGLE

     On Walt as he walks down the stairs.

                         WALT
               I tell you what, let's ditch these
               cockamamie locals.  I need to get outta
               here.  Go to some roadhouse tonight, just
               us.  Claire, Bob, siddown, have a bottle
               of wine.  Tell me where we're going, and
               let's go.

     They walk by the bullpen, wherein we see P.A.s refilling
     Evian bottles from a ratty old watering can.

     P.A.s take us, with their Evian bottles, into Walt's office,
     where we see the "Dinner with the Mayor" sign.

     INT.  MAYOR'S HOUSE - NIGHT.

     Twelve overdressed people, including the Postman, the
     Gunstore Owner, etc. sitting, still around the Mayor's laden
     dining table.  Beat.  Sherry looks over her shoulder.

     ANGLE

     In the next room, the Mayor on the phone.  Hushed.

                         MAYOR
               Well, you must, where did
               they...where...I...

     Pause.  Very angry.  He hangs up, looks out the window.

     ANGLE POV

     The Mayor lets the shade drop, walks back to the table.
     Silence.  Beat.

     INT.  BAR - NIGHT.

     Doug, in his cups, at the end of the bar with the First A.D.

                         DOUG
               Hey, you've gotta eat a peck of dirt...

                         FIRST A.D.
               My wife just went into labor...

     The bartender studies his state statutes book.

     We see HIS POV.

     Inside the book the storyboards show the movie's heroes
     copulating.

                         DOUG
               Half a buck I'd close it down...it's
               per...you know, it's perfidy, you got
               your Barrenger, molesting little girls...

                         FIRST A.D.
               He should be put in jail.

                         DOUG
               Half a buck I'd put him in jail...

                         FIRST A.D.
               You should.

                         DOUG
               I had a witness I would.

                         FIRST A.D.
               A witness to what...?

                         DOUG
               You know, the rape, to...even to the
               accident...

                         FIRST A.D.
               You mean with White...?

                         DOUG
               What?

                         FIRST A.D.
               You mean you need a witness in addition
               to White...?

                         DOUG
               Who's White...?

                         FIRST A.D.
               The writer.

                         DOUG
                   (beat)
               He saw the accident...?

                         FIRST A.D.
               Sure.

                         DOUG
               He saw the girl in the car...

                         FIRST A.D.
               You bet he did.

     INT.  MAYOR'S HOUSE - NIGHT.

     The Mayor and his wife alone at the table.  The maid emptying
     trays of food, untouched, into a galvanized steel garbage
     pail placed in the middle of the room.

     One of the guests leaving, putting on her coat.  Dips back
     into the dining room to try to pick up a tray of pate.

                         SHERRY
               Don't you touch that...I want them gone.

                         MAYOR
               I signed the permit.  I don't know how I
               can.

                         SHERRY
               I want them thrown in jail.

                         MAYOR
               Sherry, Sherry...

     She empties it into the trash.  Beat.  The guest, chagrined,
     leaves.  The Mayor, sitting drinking booze out of a large
     glass.  The phone rings.  Beat.  He goes to it.

                         MAYOR (CONT'D)
                   (into phone)
               What...?
                   (he jiggles the receiver)
               Get me the State Police.

     EXT.  PRINT SHOP - DAY.

     A sign in the window, "Sold" is stamped over and reads "Under
     Agreement."

     Early summer morning.  Joe, holding a cup of coffee, looking
     at the print shop.  Ann walks up.

                         JOE
               Good morning.

                         ANN
               Sleep well?

                         JOE
               Yeah, you?

                         ANN
               Oh yeah.

                         JOE
               I've been thinking: look at this: we live
               up here...

                         ANN
               Yes...

                         JOE
               We could live up here, live up in the
               country.

                         ANN
               Now you're talking...

                         JOE
               ...and we could get up every morning...

                         ANN
               ...well, we do that anyway...

                         JOE
               And come to the printshop.  You know
               why...?

                         ANN
               ...the better to eat me with, your dear?

                         JOE
               To print the newspaper.  And I'd come to
               write.  To write.  To write.  Right here
               in the office.

                         ANN
               Not without a rolltop desk.

                         JOE
               Well, I could get a rolltop desk.

                         ANN
               Happen to know where there's one for
               sale.

                         JOE
               Well ain't you amazing.

     They walk on, onto the scene of various filmfolk setting up.

     EXT.  STATE AND MAIN - DAY.

                         ANN
               Lookit that, up already.

                         JOE
               That's why we filmfolk get along so well
               with you farmers.  Both up with the
               chickens.

     They push through the mass.  The street is closed off by
     Police Cars.

     They come upon a TV REPORTER, doing a standup in front of the
     firehouse, where we see, in front, both the old firetruck,
     and state trooper cars.

                         TV REPORTER
               Where Movie Star, Bob Barrenger, fresh
               from his troubles with the law last
               year...

     ANGLE

     On Ann and Joe, as they look on.

     ANGLE

     On a state trooper and Doug, as they walk through the crowd.
     Marty walks up to the TV REPORTER.

                         TV REPORTER (CONT'D)
               ...is once again in hot water.  Involved
               in a car crash last night with a young, a
               very young woman, Mr. Barrenger is being
               arrested today for...

                         MARTY
               You better make sure you got your facts
               straight, pal, cause, you step off the
               line and I'm going to sue you personally
               for...

     The trooper, Doug, and Bob Barrenger walk up to Marty.

                         TROOPER
               We're looking for Joseph Turner White...

                         MARTY
               Oh, good, yes.  Good morning.  Where are
               you taking Mr. Barrenger?

                         TROOPER
               We are looking for a Mr. Joseph Turner
               White...?

                         MARTY
               What are you doing with Mr. Barrenger?

                         DOUG
               He's under arrest...

     Doug hands the arrest warrant to Marty.

                         MARTY
               Oh, good.  I'm his lawyer...and you must
               be Perry Mason.  Guess what, you're about
               one-half step from a world of hurt...how
               diverting...the Mayor's gonna have your
               ass.  Can I watch?

     Camera takes the group, the trooper, Doug, Bob, in handcuffs,
     Marty talking with them, through the crowd, on the back of
     which, we see Ann and Joe.

                         DOUG
               Well you guess what.  The Mayor sent me.
               I have your Mr. Barrenger with a history
               of...

                         MARTY
               ...a history of nothing, he was
               acquitted...

                         DOUG
               Moral turp...you're on my home court,
               friend, I have the Mayor and the town
               behind me, and forget making your movie:
               I may own the studio when I get through
               with you: I got a civil suit, I got rape,
               I got collusion...

                         MARTY
               You've got nothing, you don't have a
               witness...

                         DOUG
               And I've got a witness!  Your Mr. White
               saw the crime.

                         MARTY
               He told you that...

                         DOUG
               He didn't have to tell...

                         MARTY
               I want to talk to him.  Would you ex...

                         DOUG
               Oh, you're his attorney, too...?

                         MARTY
               Later for you, pal.

                         DOUG
               Okay...

     He motions the cop to take out Barrenger.  Marty sees Joe in
     the back.

                         MARTY
               Bobby, don't say anything.

                         BOB
               Nothing happened.

                         DOUG
               We'll see about that at the inquest.

     ANGLE

     On Marty, as he leads Joe down into an alleyway, and into a
     backyard, hung with washing on the lines.

                         MARTY
               Yeah, hi, pal, I need to talk to you...

     INT.  BOOKSHOP - DAY.

     Ann, Joe and Marty.  Cal has followed them into the
     bookstore.  He speaks privately with Ann and exits.

                         ANN
               What is it all about?

                         JOE
               I saw...

                         MARTY
               How do they know that, you told them?

                         JOE
               No.

                         MARTY
               What did you say to them...?

                         JOE
               I didn't say anything to them.

                         MARTY
               How do you know you saw it?

                         JOE
               I don't know.

                         MARTY
               Well, then, you didn't see it, right...?

                         JOE
               I don't...

                         MARTY
               You didn't see it...

                         JOE
               I...?  I saw it.  I was there.

                         MARTY
               You were there.  At...at 10:35...?

     Joe takes the arrest warrant, looks at it, changes his
     glasses.

                         JOE
                   (as he reads)
               I was walking down the street...I
               remember, I was writing a...

                         MARTY
               What glasses were you wearing?
                   (pause)
               Were you wearing your reading glasses...?

                         JOE
               I...

                         MARTY
               You told me you were writing.  Don't you
               wear your reading glasses to write...?

     Marty's cellphone rings and he answers it.  After a pause, he
     hangs up.

                         MARTY (CONT'D)
               I've got to go to the jail.

     He exits, leaving Walt alone with Ann and Joe.

     ANGLE on Ann.  She sees something down the other street.  We
     see Cal, the policeman, enter, start toward Joe, we see Ann
     restrain him, and speak to him in the B.G. for several
     moments.  He shakes his head, and she reasons with him, and
     there is a pause and he looks at Joe, and exits.

     Beat.

                         ANN
               ...he's going to give you a couple of
               minutes.

     Pause.

     Joe walks Ann off to the closed back door of "The Waterford
     Players."

                         JOE
               What am I gonna do?

                         ANN
               You got to tell em that you saw the
               accident.  Don't you?

                         JOE
               I can't do that.
                   (pause)
               If I tell them, they'll, if I tell them,
               they'll try Bob for rape, they'll...it'll
               ruin his career...

                         ANN
               But that's what happened.

                         JOE
               But it'll stop the movie.

                         ANN
               Maybe they'll be other movies.

                         JOE
               They'll...they'll blackball me...

                         ANN
               Carla was in the car, right?

                         JOE
               I...I think that's right...

                         ANN
               ...you think that's right...

     Pause.

                         JOE
               What'm I gonna do...?

     Ann picks up a copy of the old Waterford Sentinel, which was
     left on the coffee table.  Ann hands the paper to Joe.

     ANGLE

     Joe holds the paper.

     ANGLE INS

     The masthead reads, "Waterford Sentinel, All the News of the
     Mountains, 'You Shall Not Bear False Witness.'"

     ANGLE

     On Ann, who has also picked up the "For Sale" sign, showing
     the printshop.  She stands looking at Joe.  Beat.  Cal
     enters.  They look towards him.

                         CAL
               Lotta hubbub on the street.  I'm taking
               you the back way.

     EXT.  BACKYARD OF THE BOOKSHOP - DAY.

     Cal walks with Joe; still holding the newspaper.

     As they round a housecorner, Walt appears and walks with Joe.

                         WALT
                   (checks watch)
               Let's speak English.  You've got to help
               the side.

                         JOE
               You want me to lie.

                         WALT
               To the contrary.  I want you to tell the
               truth.
                   (pause)
               The truth is, you can't tell me, to a
               certainty, that you saw the thing.  You
               don't remember, a gun to your head, which
               glasses you have on.  And you have a
               fertile imagination.  Imagination wants
               to fill in the blanks.  Now.  If you
               aren't sure, then they have nothing.  Bob
               walks free.  As he should.
                   (pause)
               Joe:  wasn't long ago they buried actors
               at the crossroads with a stake through
               their heart.  You know?  The people who
               are talking to you about the way we live
               though we may praise them, we fear them.
               And they fear us.  Because we tell the
               truth.  About our lives.  Now, this is a
               damn roust, and everyone knows it; the
               guy is looking for a case, he wants to
               make a name for himself.  If we let him
               do that, if we let him do that, then
               we're being false to our community...to
               our community, you understand...?  To our
               world.  Cause you are a part of that
               world, now.  You have to take off the
               Steel Rolex and put on the Gold Rolex.
                   (pause)
               And be part of your world.  I got a five
               picture deal with the studio.  And you
               stick with me.  You write one, two more,
               you stick with me, and you'll direct the
               third one.  You are a part of this world.
               It's in your blood.  It's you.  You have
               to do the right thing:  we're out in the
               Provinces, the Sheriff, literally is at
               our door.  You have to stand with the
               troops, Joe.  That's the bottom line.
               You have to...if you had the leisure to
               think it through, you'd see it for
               yourself.  The girl wasn't in the car.

     Cal takes Joe to a side door of the courthouse.

     INT.  SMALL COURTROOM - DAY.

     Joe coming in through the side entrance of the courtroom.
     Various law books and dusty forms on the shelves.  Cal leads
     him into the courtroom, empty, save for the court reporter,
     Maude and the BAILIFF.  Cal motions Joe forward.

                         CAL
               ...Joseph Turner White...

                         BAILIFF
               Hear ye, hear ye.  Sixth District Court.
               And for the county of Kadona, State of
               Vermont, the honorable James Addison
               Flynn presiding.  All those having
               business before this court, draw forward
               and you will be heard.

     Judge enters.

                         BAILIFF (CONT'D)
               All rise.

                         JUDGE
               Please...Mr. White...?  This is a simple
               matter of...

     The clerk hands him a sheet of paper.

                         JUDGE (CONT'D)
               Uh huh...all we need's a simple fact or
               two...You're going to give your
               recollection of the accident last
               evening, at the Corner, State and Main.
               Would you please swear him in.

                         BAILIFF
               Do you swear to tell the truth--

     EXT.  MAIN STREET - DAY.

     A crowd, moving along, with the TV REPORTER.

                         TV REPORTER
                   (talking into camera)
               ...the arraignment, as we said of Bob
               Barrenger, The Bob Barrenger, star of The
               Old Mill, about to begin shooting here,
               in picturesque and sleepy...
                   (sound of shouting, and
                    reporter looks around)
               We should say, formerly sleepy...Yes,
               yes...it's...yes, it's Claire
               Wellesley...and we're going to try to get
               a look at...

     The crowd moves away, revealing Ann, standing in front of the
     realtors, looking at a card in her hand.  She looks up to see
     Joe coming toward her.

     ANGLE

     Extreme close up, she smiles.

     ANGLE

     Extreme close up, Joe.  He looks toward Ann, sheepishly.

     ANGLE

     Ann, as she looks down at the card in her hands.

     ANGLE INSERT

     It is the real estate placard for the printshop, marked
     "under agreement."

     ANGLE

     On Ann, as she rips it up.

     INT.  LOBBY OF THE HOTEL - DAY.

     Joe coming in, a hangdog look on his face.

                         P.A.
                   (to Joe)
               They need those rewrites on the Old Mill
               Scene...

     Joe nods.  Continues through the lobby.

     ANGLE

     On various reporters, Scott being interviewed.

                         SCOTT
               ...about his personal life...though I can
               tell you a few things about...

     Joe walks past.

                         JOE
               Would you please hold all calls to my
               room?

                         SCOTT
               Though I can tell you a few things about
               his dietary requirements.

     The old bellhop is packing up his lunchbox and changing into
     his streetclothes.

     INT.  JOE'S ROOM - DAY.

     Joe enters and takes out his pad and pencil.  He sits on the
     bed.

     On the pillow, he sees and picks up a black and red hunting
     jacket, onto which the one foot short sleeve has been knitted
     in baby blue.  There is a card in the picket that reads
     "Better than new--it's got a story!"  He puts it down.

     He picks up his notebook, in which he has written: "The
     Purpose of the Second Chance is to allow you to make the same
     mistake twice."

     He stops by the mirror on the chiffonier into which he puts
     the lure, which still has the attached card reading "The
     truth may not always set you free, but it's always the truth--
     Joseph Turner White."

     Joe goes to the bed.  On the bed is a small package tied with
     ribbon.  Joe opens it.

     ANGLE INS

     It is a small thing of maple syrup.  Attached to it is a card
     reading: "It is your invention which makes everything sweet."

     He takes off his jacket, and picks up his notebook.  Out of
     his jacket pocket falls the old copy of the Waterford
     Sentinel.

     He picks it up.

     ANGLE, his POV

     The masthead: Waterford Sentinel "The Voice of the Mountains,
     You Shall Not Bear False Witness."

     He puts the newspaper down.  Picks up the maple syrup card
     again, and looks at it.

     He sees an arrow and turns it over.

     ANGLE INS

     The back of the card reads: "How about an Associate Producer
     credit...?"

     He takes the paper, balls it up and throws them into the
     trash.  He picks up the fishing lure which is resting on the
     typewriter.  Puts it into his pocket, thinks again, throws it
     in the trash.  Shakes his head, and picks up his suitcase and
     starts packing.

     EXT.  ANN'S STREET - DAY.

     On Doc Wilson, as he walks down the street.  A little kid, on
     a scooter, is going in the other direction.

                         KID ON SCOOTER
               Mornin', Doc...

                         DOC WILSON
               Mornin', Billy, where ya goin in such a
               hurry?

                         BILLY
               Down the corner, see the ruckus...

                         DOC WILSON
               Watch the curbs, now...

     ANGLE ON Joe, as he stands across from Ann's house, looking at
     it.  He holds his suitcase.

                         DOC WILSON (CONT'D)
                   (of his suitcase)
               Where you off to?

                         JOE
               I, uh...I'm leaving.

                         DOC WILSON
               Why?

                         JOE
               I perjured myself.
                   (pause)
               I told a lie, and I ruined my life.
               That's what I did...
                   (shrugs)
               I don't suppose you could help me with
               that, could you?  Turn back the clock,
               or something?  Give me back my, give me
               back my purity, I don't suppose you
               could just wave your magic wand and do
               that, could you...?  But what is truth?
               Eh?  In't that the thing?  What is
               true?

                         DOC WILSON
               It's the truth that you should never
               trust anybody, wears a bowtie.  Cravat's
               sposed to point down to accentuate the
               genitals, why'd you wanna trust somebody,
               s'tie points out to accentuate his
               ears...?

     Joe turns, to see Doc swigging from his flask.  In the b.g.
     we see the bellhop walking.

     Beat.

                         JOE
               Aren't you supposed to set an example for
               people...?

                         DOC WILSON
               Nope.  I'm just supposed to hold people's
               hands, while they die.  What'd you say
               your problem was...

                         JOE
               ...I just swore my life away, back in
               that...

                         DOC WILSON
                   (as he sees an older woman off
                    on a porch to the side)
               Mornin, Chessy...how's the back...?

     Doc walks off to his office.  Joe, as he walks away, toward
     the station.  Bellhop walks through.

     EXT.  RAILROAD STATION - DAY.

                         JOE
               I ruined my life.  Isn't that funny, that
               you can actually do it in one moment just
               like they say.  I ruined my life back in
               that courthouse.

     Bellhop, who has walked up beside him.

                         BELLHOP
               What courthouse?

                         JOE
               Courthouse back in town.

                         BELLHOP
               Town ain't got no courthouse.

                         JOE
               What?

                         BELLHOP
               Ain't got no courthouse.  Courthouse
               burnt down, 1960.

     The train is arriving.  The Stationmaster puts out the steps
     to help the people down.

                         JOE
               Well, where do they hold court?

                         BELLHOP
               Hold court, they have to, science lab,
               the high school.

     An ELDERLY LOOKING JUDGE FELLOW descends from the train,
     followed by a CADDY with his golf bag.

                         STATIONMASTER
               Mornin, judge, what brings you here?

                         JUDGE
               I'm sposed to hear some deposition, some
               fool, saw the accident last night.

                         JOE
               ...the courthouse burnt down...?

                         STATIONMASTER
               Yep.  Courthouse burnt down, 1960.  Part
               of a spate of fires, Old Mill,
               Courthouse.  Sposed to've been set by
               some deranged teenager.

     Joe looks around.  ANGLE, his POV.  The old bellhop walking
     down the tracks.

     ANGLE on Joe, as he turns back into town.

     ANGLE C.U. ON THE STATIONMASTER

                         STATIONMASTER (CONT'D)
               Yep, never did discover who set 'em...

     He smiles, and lights his cigar.

     EXT.  COURT HOUSE BUILDING - DAY.

     We see the crowd has moved down the street and the
     "Courthouse" building is empty.

     INT.  COURT HOUSE - DAY.

     Joe enters, and the camera takes him into the deserted
     building, through the courtroom, and, in back, he sees Ann
     standing alone.  He walks back to her, through the doors
     which appear to be the Judge's chambers.

     ANGLE, REVERSED.

     We show that the walls of the Courtroom are the Set, and we
     are back in the "Trials of the Heart" set.  Ann is sitting
     there.  Reading her play by Joe White.  He looks at her for
     an explanation.  Maude, the court reporter woman, is sitting
     in the B.G.  Ann is knitting in pink wool.

                         ANN
               I thought you needed to get it out of
               your system.

     Ann moves to embrace Joe.

     They hear screaming.  They turn.

     EXT.  MAIN STREET - DAY.

     ANGLE their POV

     At the end of the alleyway, in Main Street.  We see Sherry,
     the Mayor's wife, leading a crowd.

                         SHERRY
               ...A blight, a blight and an
               obscenity...that's good english, isn't
               it?  How's that for entertainment...?

     ANGLE

     At the mouth of the alleyway, on Main Street.  We see

     ANGLE INS: the baseball on which is written "To Chucky, from
     your best friend, Bob Barrenger."

     ANGLE XCU

     The distorted face of Chucky, heaving the baseball.

     ANGLE

     On Bob Barrenger being led through the crowd, a baseball
     hitting him in the back of the head, as troopers hustle him
     toward the courthouse.  In the B.G. Ann and Joe emerging in
     the alleyway.

     ANGLE

     On Ann and Joe.

     Joe starts to cross the street.  We see the airport van.

                         ANN
               What are you going to do?

                         JOE
               I'm going to tell the truth.

     They start to cross the street.

     In the B.G. a little man with a bag (HOWIE) gets out of the
     airport van.

     Joe and Ann walk toward the crowd at the mouth end of the
     high school.

     INT.  HIGH SCHOOL CORRIDOR - DAY.

     A crowd of people, T.V. technicians, and a view of Doug on a
     T.V. monitor.

                         DOUG
               ...and to exterminate this vermin, yes, I
               use that term, who have abused, who have
               desecrated, yes, the license granted to
               them by a gracious nation.

     ANGLE

     On Marty and Walt, standing near the monitor, looking on.
     Shaking their heads.

     ANGLE

     On the monitor.  Doug, seen through the monitor.

                         DOUG (CONT'D)
               ...who spew filth and degradation...
                   (he begins wiping his head)

     As he does so, a makeup person comes in and sponges him.

                         DOUG (CONT'D)
               ...thank you...

                         TV REPORTER
               ...you want to clean up...?

     ANGLE

     On Doug, seen "live" in the next room, starting to wipe his
     brow.

                         DOUG
               Yes, thank you.

     ANGLE

     Marty and Walt watch Doug, as he walks down the hall.

                         TECHNICIAN
               Five minutes, and we're going live to the
               network.

                         DOUG
                   (to himself)
               ...foreign, and unamerican perversions of
               the Democratic process.  By those we have
               entrusted with our dreams...

     ANGLE

     On Marty and Walt, looking on.

                         WALT
               Do something.

                         MARTY
               You tell me what to do, I'll do it.

     They look on to the preparations for the T.V.

                         WALT
               ...and I was just paying off my house in
               Malibu...

     Ann and Joe push through the crowd.

                         WALT (CONT'D)
               Thank God, it's up to you, Pal.  Sup to
               you...

                         JOE
               I'm out.

                         WALT
               I don't getcha.

                         JOE
               The girl was in the car.

                         WALT
               I treated you like a son or nephew.

                         JOE
               It's not you, it's...

                         WALT
               No, what is it?

                         JOE
               I have to tell the truth.

                         WALT
               ...that's just so narrow...

                         JOE
               The girl was in the car.

                         WALT
               Then you're finished in show business.

                         JOE
               So be it.

                         WALT
               And my company sues your ass for sixty
               million dollars.

                         JOE
               For what cause?

                         WALT
               I don't need a cause, just a lawyer.

     HOWIE GOLD shows up holding his bag.

                         HOWIE
               I'm a lawyer...

                         MARTY
               Howie.

                         HOWIE
               Yeah?

                         MARTY
               What are you doing here?

                         HOWIE
               What am I doing here is I just flew seven
               hours cause you asked me here.

                         WALT
               What for?

                         HOWIE
                   (presenting the bag)
               For this...I hope you need it, cause it's
               coming outta your budget...

     ANGLE INS: THE BAG

     As Marty opens it, it is full of money.

     INT.  LAVATORY HIGH SCHOOL - DAY.

     Doug is mopping his face up.  He looks up.  Marty is standing
     there.

                         MARTY
               Hi.

                         DOUG
               I'd prefer it if you didn't speak to me.

                         MARTY
               I...

                         DOUG
               ...you know, there's nothing you could
               say, that could possibly make a
               difference, so, why don't you just save
               your breath.

     Marty puts the case up on the washstand.

                         DOUG (CONT'D)
               What's in the case?

                         MARTY
               Eight hundred thousand dollars in cash.

     Pause.

                         DOUG
               And what was it you wanted to say?

                         MARTY
               Gut Yuntif.

     INT.  HIGH SCHOOL CORRIDOR - DAY.

     Ann and Joe passing through.  They stop and Joe comes up to a
     State Trooper.

                         JOE
               I'm supposed to give my Deposition...?

                         COP
               We'll be with you in a minute.

                         ANN
               I'll wait for you...I'm proud of you.
               I'll be waiting.

                         JOE
               If I go to jail...?

                         ANN
               I'll knit you a sweater.

     The Trooper nods, and begins to lead Joe through the Mob.  As
     we press forward the Mob begins to reverse direction and
     passes back towards Joe.  Leaving the Hall empty, save for
     the Judge who comes out, putting his robe into his golf bag.

                         JOE
                   (to Judge)
               I've come to give myself up.

                         JUDGE
               Well give yourself up to someone else.
               I'm gonna get in some golf.  Hiya, Annie.
               Give yourself up to her.

     And we see Joe has moved up to the T.V. monitor, where we see
     Doug, in the Science Lab, talking to the press, and holding
     his money bag in his arms.

                         DOUG
               I have learned a lesson.  And the lesson
               is this...that everybody needs a second
               chance.  You, me, and these fine, film
               people here.  You know, they have a high-
               profile, but that doesn't mean they
               aren't deserving of our trust, and of our
               respect.  You know, I think there is a
               lesson here, and the lesson is this: it
               is a lesson of Tolerance...and, as we
               look at this industry, at this clean,
               American industry, and as I begin my
               campaign for Congress...

     DISSOLVE

     EXT.  MAIN STREET - DAY.

     Walt on the scene, talking with the Cinematographer, and the
     Camera Operator.  Preparing the first shot.  The First A.D.
     instructing the Extras.

                         FIRST A.D.
               Okay.  Are we getting set up here...are
               we getting set up...People...?  Can we
               settle...can we settle now...?

     EXT.  THE REALTY OFFICE - DAY.

     The placard marked "printshop" comes back out of the window.

     EXT.  MAIN STREET - DAY.

     ANGLE

     On Ann.  As she, holding the placard, starts to cross the
     street.  An old farmer smoking a pipe, driving a pickup is
     stopped by a P.A. talking on a walkie.

     We see that it is the "Judge" who listened to Joe's
     testimony.  Ann waves to him, and proceeds to the Old
     Firehouse, where they are about to make a movie.

                         FIRST A.D.
               Okay, this is picture...

     Ann stops at the back of the crowd of onlookers.  She waves
     to someone.

     ANGLE, her POV

     It is Joe, sitting near the director, who waves back.

     ANGLE

     On Ann, who is next to Cal, the policeman, now in leather
     jacket and leaning on his Harley motorcycle.

                         FIRST A.D. (CONT'D)
               Quiet please...

     ANGLE

     The slate reads "The Fires of Home."

     EXT.  MAIN STREET - THE FIRESTATION - DAY.

     Where they are filming the characters in turn of the century
     garb.  Bob Barrenger, dressed as a fireman, is polishing the
     old fire engine.  The actor playing Doc Morton walks past.

                         DOC MORTON
               Mornin Harry.  Heard you had a little
               fire last night...

                         FIREMAN
               Waal, you didn't have nothin to do, Doc,
               wouldn't life be dull...?

     Two nuns walk by.

                         BOB
               Mornin, sister.

                         CLAIRE
                   (dressed as a nun)
               We missed you in Church today, Frank.

                         BOB
               Sister, I've just come from a fire...

     ANGLE

     Joe sitting near the camera, looking through the script.
     Reading along, mouthing the words.  He wears the plaid
     jacket, one sleeve is pink, knitted.

     ANGLE

     The on-lookers.  Ann, Cal, next to her, lounging on his
     motorcycle.  Grace and Maude, Spud and Morris, the Postman,
     the fake Judge, who is also the man smoking the pipe in the
     first sequence and is smoking a pipe now, Scott from the
     hotel, et cetera.

     ANGLE

     Showing the crew, and the film within the film.  We see the
     livery stable across the way.  On its side are painted
     various ads.  Among them, one which says: "Stefan P.
     Bazoomercom" and Marty is standing next to it.  Looking on at
     the scene being filmed.

     An A.D. brings him a cup of coffee.  The A.D. is passing out
     pink bubblegum cigars, the bands of which read "It's A Girl!"

     ANGLE

     Showing the film within the film, the group at the camera
     watching, transfixed.

                         SISTER
               ...to come by next Sunday, and we'll give
               you a second chance.

                         BOB
               Only second chance I know, chance t'make
               the same mistake twice.

                         SISTER
               Well...time will tell.

     She walks past the "Bazoomer.com" ad.

                         FIRST A.D.
                   (holding cellphone to his ear)
               That's a cut...!

     ANGLE

     On Ann and Cal, as they talk the firedog comes over and Ann
     gives him a dog biscuit.  In the B.G. we see the man with the
     pipe get into his pickup and drive off.  The Postman goes off
     continuing his rounds.

     ANGLE

     On Ann and Cal as they talk.  Next to them Morris and Spud
     congratulate each other.  Next to them, we see the fake judge
     and the bailiff.

                         CAL
               Mom's expecting you for dinner tonight.

                         ANN
               I'll be there.

                         CAL
               You bringing your new friend?

                         ANN
               Sure plan to.

                         CAL
                   (pause)
               He have any special dietary
               requirements...?

                         ANN
               He'll eat potroast and like it.

                         CAL
               Go you Huskies?

                         ANN
               You bet your life.

     ANGLE

     On Joe, as he looks over at Ann and smiles.

     ANGLE

     On Ann, giving him a "thumbs up" sign as the Firedog comes
     and sits next to her.  In the background, we see the pickup
     hit the pothole and bounce.

                                                          FADE OUT.