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Frances Movie Script

Writer(s) : Eric Bergren, Christopher De Vore, Nicholas Kazan

Genres : Drama

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                                         FRANCES




                                        Written by

                   Eric Bergren, Christopher De Vore & Nicholas Kazan

                

                                         PROLOGUE

               BLACK. We HEAR the soft voice of Frances Farmer.

                                     FRANCES (V.O.)
                         No one ever came up to me and said, 
                         'You're a fool. There isn't such a 
                         thing as God. Somebody's been stuffing 
                         you.'

               FADE IN:

               EXT. PUGET SOUND - DAY

               On an expanse of water, calm and undisturbed. After a moment, 
               it begins to ripple as something rises toward the surface. A 
               girl's face breaks through.

                                     FRANCES (V.O.)
                         It wasn't a murder. I think God just 
                         died of old age. And when I realized 
                         He wasn't any more, it didn't shock 
                         me. It seemed natural and right.

               The girl, FRANCES, is 16, blond, very pretty: she seems like 
               the most persuasive proof imaginable of God's existence. She 
               swims toward the shore with long graceful strokes... then 
               climbs the steps of the old wood jetty on West Point Beach.

                                     FRANCES (V.O.)
                         And yet I began to wonder what the 
                         minister meant when he said, 'God, 
                         the Father, sees even the smallest 
                         sparrow fall. He watches over all 
                         his children.' That jumbled it all 
                         up for me.

               EXT. PUGET SOUND - LATER

               The banks of Puget Sound, dotted with elm trees. Frances 
               sits comfortably in the fork of a tree writing in her diary. 
               Towel around her neck, her hair splayed out and drying golden 
               in the sun.

                                     FRANCES (V.O.)
                         But still sometimes I found that God 
                         was useful to remember, especially 
                         when I lost things that were 
                         important. 'Please God, let me find 
                         my red hat with the blue trimmings.'

               INT. FARMER HOME - FAMILY ROOM - EVENING

               Frances is now reading aloud from her diary, gently swaying 
               back and forth in a rocking chair. An older woman, LILLIAN 
               FARMER, sits opposite on the couch, listening and nodding 
               from time to time. A small suitcase stands by the front door.

                                     FRANCES
                         It usually worked. God became a 
                         superfather that couldn't spank me. 
                         But if I wanted a thing badly enough, 
                         He arranged it.

               ERNEST FARMER appears in the doorway and hesitates, listening 
               to his daughter read.

                                     FRANCES
                         But if God loved all of His children 
                         equally, why did He bother about my 
                         red hat and let other people lose 
                         their fathers and mothers for always?

               Ernest goes to Frances and kisses her softly on the top of 
               her head. She looks at him briefly, smiling slightly.

                                     ERNEST
                         Bye, baby.

                                     FRANCES
                         See you next weekend, Dad.

               He goes to the door and picks up his suitcase, glances at 
               Lillian. She doesn't look up. He leaves.

                                     FRANCES
                         I began to see that He didn't have 
                         much to do about hats or people dying 
                         or anything. They happened whether 
                         He wanted them to or not, and He 
                         stayed in Heaven and pretended not 
                         to notice.

                                                               DISSOLVE TO:

               INT. AUDITORIUM - DAY

               Frances stands at a podium. Other STUDENTS and TEACHERS sit 
               to either side of her on folding chairs. Above the proscenium 
               is engraved: West Seattle High School. Below that a banner 
               hangs: "NATIONAL HIGH SCHOOL ESSAY COMPETITION, 1931."

                                     FRANCES
                         I wondered a little why God was such 
                         a useless thing. It seemed a waste 
                         of time to have Him. After that He 
                         became less and less, until He was... 
                         nothingness.

               The AUDIENCE consists of parents, students, and local 
               dignitaries. We SEE several shocked faces. Lillian is there 
               also, smiling. Seated next to her is a distinguished-looking 
               woman, ALMA STYLES. Ernest sits on the other side of the 
               auditorium, looking a little worried.

                                     FRANCES
                         I felt rather proud that I had found 
                         the truth myself, without help from 
                         anyone. It puzzled me that other 
                         people hadn't found out, too. God 
                         was gone. We had reached past Him. 
                         Why couldn't they see it? It still 
                         puzzles me.

               Frances closes her notebook and looks up, waiting for some 
               response. There is a deep shocked silence, then a smattering 
               of applause. Lillian claps enthusiastically, then rises to 
               her feet. In the back a WOMAN also stands.

                                     WOMAN
                         You're going straight to hell, Frances 
                         Farmer!

               A stately man sitting next to her, her husband JUDGE BENJAMIN 
               HILLIER, puts a restraining hand on her arm. The woman 
               continues to glare at Frances.

               Frances stares back, dumbfounded.

                                                              SMASH CUT TO:

               EXT. SEATTLE STREETS - DAY

               The screen erupts into violence. A large unruly MOB skirmishes 
               with POLICE in a cobblestoned square. On a truckbed addressing 
               the crowd -- which carries placards reading: "Organize Now!", 
               "Workers of the World Unite!", and "Elect Kaminski!" stands 
               MARTONI KAMINSKI. By his side, leading the crowd's responses, 
               stands a younger man with sharp piercing eyes, HARRY YORK.

                                     KAMINSKI
                         And do you think it's radical for a 
                         man to have a job and feed a family?

                                     YORK & CROWD
                         No!

                                     KAMINSKI
                         Is it radical for you to have a hand 
                         in shaping your future, and the future 
                         of your children?

                                     YORK & CROWD
                         No!

                                     KAMINSKI
                         Is it radical for the wealth of this 
                         country to be turned back to the 
                         people who built the country?

                                     YORK & CROWD
                         No! No!

                                     KAMINSKI
                         Good! Because, Brothers, that's you!

               The crowd cheers. Harry York gives Kaminski the thumbs-up 
               sign as a banner unfurls: "Today Seattle -- Tomorrow the 
               World."

                                                             FADE TO BLACK:

               FADE IN:

               A TITLE COMES ON SCREEN: GOD'S IN HIS HEAVEN AND ALL'S RIGHT 
               WITH THE WORLD? 'NOT SO!' SAYS YOUNG FRANCES FARMER

               We realize we've been watching a newsreel. We SEE the SCHOOL 
               SUPERINTENDENT presenting Frances with an award.

                                     ANNOUNCER
                         Seattle is in the news again as a 
                         high school junior wins a national 
                         competition and a hundred dollar 
                         prize with an essay denying God.

               City Hall steps. Judge Hillier and other BIGWIGS speaking 
               heatedly to reporters.

                                     ANNOUNCER
                         This prompts civic officials to charge 
                         that left-wing politicians are 
                         encouraging atheism in the city's 
                         schools. Miss Frances Farmer was 
                         unavailable for comment, but her 
                         mother Lillian --

               Lillian stands in front of her wood frame house addressing a 
               small CROWD of reporters, photographers, and curious 
               neighbors.

                                     ANNOUNCER
                         Farmer, a well-known local dietician, 
                         stepped to her daughter's defense.

                                     LILLIAN
                              (emphatically)
                         Frances has not turned her back on 
                         the Lord, they're just having a 
                         momentary difference of opinion. 
                         What child hasn't questioned the 
                         Lord's mysteries in order to better 
                         understand them? To paraphrase Mr. 
                         Voltaire, I may not agree with what 
                         she says, but I'll defend to the 
                         death her right to say it. Freedom 
                         of speech, unlike in the dark 
                         countries to the east, still lives 
                         in America! And in my home.

               Among the AUDIENCE in the cinema, we SEE Frances and her 
               father. Frances slinks down in her seat until she's hidden 
               from sight.

               EXT. SUBURBAN STREET (SEATTLE) - DAY

               Frances carries library books and a small grocery bag. Her 
               hair and skin gleam in the sun. People in their yards stare 
               at her as she passes. She walks on, coming to a group of 
               CHILDREN slightly younger than herself who are playing in 
               front of a union hall. A girl, EMMA, 13, glances up.

                                     FRANCES
                         Hi Emma.

               Emma looks away quickly, returns to her play.

                                     FRANCES
                         Bye Emma.

               Frances shakes her head as she walks on.

                                     MAN'S VOICE
                         Hey!

               Frances hesitates, then turns to look:

               A man in his twenties whom we recognize as Harry York, 
               Kaminski's compatriot, leaves a group of men in front of the 
               union hall and walks toward her.

                                     HARRY
                              (friendly)
                         C'mere. I wanna talk to you.

               Frances keeps walking. Harry hurries after her.

                                     HARRY
                         Momma told ya not to speak to 
                         strangers, huh?
                              (reaches her, grabs 
                              her arm)
                         Hey!

                                     FRANCES
                         Don't touch me.

                                     HARRY
                         I'm not gonna hurt you. I just wanna 
                         talk.

               She stares at him. He's got a newspaper wedged under one 
               arm.

                                     FRANCES
                              (waiting)
                         Okay then...

                                     HARRY
                         Well... you're causin' trouble, you 
                         know that?

                                     FRANCES
                         I'm causing trouble?! You're a pain 
                         in the butt! You newshounds've been 
                         after me and my folks ever since I 
                         won that dumb contest. I'm just 
                         sixteen, you know? Who the hell cares 
                         what I think?

                                     HARRY
                         Not me. But other people seem to.

                                     FRANCES
                         Yeah. Well if you didn't put it in 
                         the papers -- nobody'd even know 
                         about it.

                                     HARRY
                         Now wait a minute, sweetie. Do I 
                         look like a newshound to you?

                                     FRANCES
                              (examining him)
                         No... Actually, you look more like a 
                         cop.

               Harry laughs.

                                     HARRY
                         That's rich. Hey, if I was a cop, 
                         I'd be packing, right?
                              (holding coat open)
                         You see a gun? Go on, search me. Pat 
                         me down.

               Frances hesitates, leans toward him as though about to frisk 
               him. Their eyes meet, and she pulls away, suddenly 
               embarrassed.

                                     FRANCES
                         I'll... take your word for it. So 
                         who are you, then?

                                     HARRY
                         Harry York. I work for Martoni 
                         Kaminski, he's running for Congress 
                         here.

                                     FRANCES
                              (smiles & points to 
                              him)
                         Oh yeah! I saw you in the newsreel!

                                     HARRY
                              (embarrassed)
                         Yeah, well --

                                     FRANCES
                         You know, my Dad's done some work 
                         for Kaminski...

                                     HARRY
                         Now you're catchin' on. Don't wanna 
                         get your Daddy in hot water, do you?

                                     FRANCES
                         Whattaya mean?

                                     HARRY
                         Well... see the papers've got us 
                         pegged as pinkos, then you come along, 
                         the friendly neighborhood atheist --

                                     FRANCES
                         But I'm not. The newspapers're --

                                     HARRY
                         Right again. You're no more an atheist 
                         than my man's a Red, but what they're 
                         doin', see, they're addin' up their 
                         version of your ideas with their 
                         version of ours. Could look bad for 
                         your Daddy.

                                     FRANCES
                         Yeah. Could look bad for you and 
                         Kaminski too, I guess.

               Beat.

                                     HARRY
                         Sure don't talk like you're sixteen.

                                     FRANCES
                         Well aren't you the smoothie. Now 
                         you're going to ask for my number, I 
                         suppose.

                                     HARRY
                         I suppose not. Gotta ask you this, 
                         though: for all our sakes, you better 
                         keep your trap shut.

                                     FRANCES
                         Well... I'll give it a try, Mr. York.

                                     HARRY
                         Harry.

                                     FRANCES
                              (hesitates, nods)
                         Harry.

               They half-smile, awkwardly, as if neither really wants this 
               encounter to end. Then Harry doffs his hat.

                                     HARRY
                         Bye.

               She nods shyly and starts up the path toward the house.

                                     HARRY
                              (admiring her)
                         Sure don't walk like sixteen, neither.

               INT. COURTROOM - LATE AFTERNOON

               CLOSE ON Judge Hillier in his robes, identified by a nameplate 
               on the bench.

                                     HILLIER
                         These are perilous times. With the 
                         economic collapse comes hopelessness 
                         and desperation; and people turn to 
                         dangerous ideas --

                                     WOMAN'S VOICE
                         I know.

               The CAMERA PULLS SLOWLY BACK. We SEE that the courtroom is 
               empty.

                                     HILLIER
                         Those of us who represent law and 
                         order must be vigilant. Who's behind 
                         this, her mother?

               Now we SEE who he's talking to: Alma Styles, the woman who 
               sat with Lillian at the school auditorium.

                                     STYLES
                         Impossible. As her attorney, I've 
                         known her for years.

                                     HILLIER
                         What about the father, he's a little 
                         pink. Maybe he wants to show our 
                         schools in a bad light, shift some 
                         support to Kaminski and those jackals.

                                     STYLES
                              (shaking her head)
                         He's no influence; he doesn't even 
                         live at home. No, I think Frances 
                         wrote that essay with no mischief 
                         intended. It was her teacher who 
                         entered it in the competition.

                                     HILLIER
                         Well, the publicity must stop. It's 
                         no good for Seattle and no good for 
                         the country.
                              (sternly)
                         Keep an eye on this, will you, Alma?

                                     STYLES
                         Of course, your honor.

               He nods with satisfaction. Two right-thinking people fighting 
               for what they believe in.

               INT. FARMER HOUSE - DINING ROOM - NIGHT

               Ernest Farmer sits alone, motionless, at the table. Between 
               two candles, facing him, is Frances' check for a hundred 
               dollars.

               We HEAR bustle from behind the kitchen door, then Lillian 
               and Frances enter juggling several hot dishes. Ernest rises. 
               They set down the dishes, Frances intentionally placing the 
               bread between the check and her father.

                                     ERNEST
                         It always amazes me, Lil, how you 
                         can whip up a hot, hearty meal out 
                         of thin air.

                                     LILLIAN
                         I can thank you for that. It was a 
                         hard-earned talent.

               She moves the bread so Ernest again faces the check. As 
               Lillian slices the bread, father and daughter eat grimly.

                                     LILLIAN
                              (offering to Ernest)
                         Bread?

                                     ERNEST
                              (taking a piece)
                         Thank you.

                                     LILLIAN
                         When's the last time you saw a hundred 
                         dollars, Ernest Farmer?

                                     FRANCES
                         Mama...

                                     LILLIAN
                              (pushing back her 
                              plate)
                         I'm not hungry. You two just enjoy 
                         yourselves. After all, this is a 
                         celebration.

               She leaves. A long silence.

               They both glance slightly awkwardly at the check.

               Frances takes it, folds it, and puts it in her pocket, out 
               of sight.

                                     ERNEST
                         I'm... I'm really proud of you, 
                         Frances.

                                     FRANCES
                         Thanks, Dad.

                                     ERNEST
                         An essay contest... a national 
                         contest. That's pretty impressive.

                                     FRANCES
                         I didn't have much to do with it.

                                     ERNEST
                         You wrote it, didn't you?

                                     FRANCES
                         Yeah, I suppose... Dad, who's Harry 
                         York?

                                     ERNEST
                         Well, Harry York is a guy who... 
                         well, he does a lot of things. Why 
                         do you ask?

                                     FRANCES
                         He talked to me today. Told me to 
                         keep my mouth shut or I'd get 
                         everybody in trouble.

                                     ERNEST
                         Yeah... well... it's possible. Harry 
                         York and I both work for Mr. Kaminski 
                         right now, and... well... There are 
                         lots of folks in this country who 
                         never got a square break. That's the 
                         way of things, but Mr. Kaminski wants 
                         to change it, and when it comes to 
                         new ideas, the people in power get 
                         nervous.

                                     FRANCES
                         Is Kaminski a Communist?

                                     ERNEST
                         No, no, no. All he wants to do is 
                         see the common man get a little 
                         representation.

                                     FRANCES
                         He's a socialist, then?

               INT. STUDY - LILLIAN - NIGHT

               Sitting at a rolltop desk. She's looking through a large 
               scrapbook. We SEE articles about nutrition and diet, some 
               featuring Lillian's picture, others with her name in the 
               heading. She listens to the conversation in the other room.

                                     ERNEST (V.O.)
                         The label's not important, Francie. 
                         What's important is: this country's 
                         got nine million unemployed and 
                         something's gotta be done about it. 
                         Besides: left-wing, right-wing, up-
                         wing, down-wing... they don't mean 
                         much. All a label is usually is a 
                         way to call somebody a dirty name.

               Lillian's face becomes set. She looks down at the book. An 
               article titled "Girl Denies God" is there, freshly pasted. 
               She lays a hand on the blank page opposite.

                                     FRANCES (V.O.)
                         It's already started, Dad... with 
                         me.

                                     ERNEST (V.O.)
                         I know.

               INT. DINING ROOM - NIGHT

                                     FRANCES
                         And I can't understand how it can 
                         hurt to be honest, but the more I 
                         tried to explain -- 
                              (what I meant)

               Lillian appears in the doorway.

                                     LILLIAN
                         Don't listen to him, little sister. 
                         When you're proud of what you are, 
                         you don't refuse the label, 
                         understand?

                                     FRANCES
                         Yes, Ma.

                                     LILLIAN
                         And you... should be proud. You won 
                         that contest and made a name for 
                         yourself.

               She stomps out. Frances and Ernest push back their plates.

               EXT. BACK GARDEN - NIGHT

               Lillian is watering tomatoes in the dark and talking to them 
               quietly. As Ernest approaches, she senses him and grows 
               silent. She speaks without turning around.

                                     LILLIAN
                         You're poisoning that child's mind.

                                     ERNEST
                         I have a right to talk to her. She's 
                         my daughter, and she's beginning to 
                         understand why I've sacrificed so 
                         much in order to achieve...

                                     LILLIAN
                         You've sacrificed?! If you'd practice 
                         law for decent folk instead of 
                         Communists and indigents --

                                     ERNEST
                         They need help, Lil. They pay me 
                         back in other ways.

                                     LILLIAN
                         How? What do they do for you, Kaminski 
                         and his friends? They're all 
                         anarchists! Traitors!

                                     ERNEST
                              (sadly)
                         No, Lil. It's just you can't 
                         understand their brand of patriotism.

                                     LILLIAN
                         That's right. I can't understand a 
                         man who puts strangers over his 
                         family, a man who gives up a good 
                         career to become a shiftless inkhorn 
                         failure.

               Beat.

                                     ERNEST
                         I'm going back to the hotel.

                                     LILLIAN
                         Good.

                                     ERNEST
                         See you next weekend?

                                     LILLIAN
                         As usual. Everything as usual, Mr. 
                         Farmer. Just give me my due.

               Ernest starts back toward the house. He sees Frances watching 
               them and slows down, turns...

                                     ERNEST
                         Lillian... I'm more than willing to 
                         meet you halfway.

                                     LILLIAN
                         Don't make me sick. I'd sooner drown 
                         myself in Puget Sound.

                                     ERNEST
                              (under his breath)
                         That's a thought, Lil. That sure is 
                         a thought.

               He trudges back toward the house under Frances' eye.

               A WOMAN'S VOICE comes from behind the fence.

                                     NEIGHBOR'S VOICE
                         Are you all right, dear?

                                     LILLIAN
                         I'm fine, perfectly fine.

               OMITTED

               EXT. FRONT PORCH - NIGHT

               Ernest stands on the porch holding his little bag.

                                     FRANCES
                         Dad, please, don't leave early. Just 
                         because of Mama --

                                     ERNEST
                         Francie, you'll learn that sometimes 
                         it's best to stay low and just walk 
                         away.

               He trudges out and down the walk.

               Frances watches him, shaking her head. That is not a lesson 
               she wants to learn.

                                                             FADE TO BLACK:

               OMITTED

               INT. THEATRE LOBBY - NIGHT

               Opening night. Harry is reading a playbill displayed in a 
               theatre lobby: "1934 Spring Production... University of 
               Washington Players Present: 'Uncle Vanya' by Anton Chekhov." 
               Frances is playing Sonia. Harry turns and enters the theatre.

               OMITTED

               INT. UNIVERSITY THEATRE STAGE - NIGHT

               Frances on stage seen from a distance.

                                     FRANCES
                         What can we do, we must live! We 
                         shall live, Uncle Vanya...

               Frances is acting with a nervous young man, CHET. As her 
               speech progresses, the camera moves in nearer and nearer, 
               ending with a close-up. It is as if we are being drawn in by 
               her emotion.

                                     FRANCES
                         And then we shall rest, we shall 
                         rest. We shall hear the angels, we 
                         shall see the whole sky all diamonds, 
                         we shall see how all earthly evil, 
                         all our sufferings, are drowned in 
                         the mercy that will fill the whole 
                         world. And our life will grow 
                         peaceful, tender, sweet as a caress...
                              (wipes away tears)
                         Poor, dear Uncle Vanya, you are 
                         crying...
                              (through her tears)
                         In your life you haven't known what 
                         joy was; but wait, Uncle Vanya, 
                         wait... We shall rest...
                              (embraces him)
                         We shall rest!

               Curtains close. AUDIENCE bursts into applause.

               As the curtain opens and the players take their bows, we SEE 
               in the audience: Lillian and Ernest, Lillian clapping madly, 
               crying, nudging Ernest to clap harder.

               And in the back stands Harry York.

                                     HARRY
                              (to himself)
                         Not bad, Farmer. Not half bad.

               INT. UNIVERSITY READING ROOM - NIGHT

               A celebration in progress. Masks of Comedy and Tragedy hang 
               on the walls. DRAMA STUDENTS lounge about: eating, drinking, 
               talking noisily. Bing Crosby is on the record player, singing 
               "I've Got The World on a String." The Drama Teacher is holding 
               court to a group of attentive students.

                                     DRAMA TEACHER
                         Art is a constant struggle. Some of 
                         you have the will but not the ability. 
                         For others, the opposite. I don't 
                         wish to be harsh, but only one of 
                         you on stage tonight combined the 
                         two...

               The front door opens. Frances and Chet enter.

                                     DRAMA TEACHER
                         On cue.

               The young men rush over to congratulate her. Frances takes a 
               mock bow. She laughs as people cheer. TWO GIRLS observe from 
               the back.

                                     GIRL #1
                         I could really learn to hate her.

                                     GIRL #2
                         Stand in line.

               INT. UNIVERSITY READING ROOM - SEVERAL HOURS LATER

               Things have quieted down. The Drama Teacher has cornered 
               Frances and is gesticulating drunkenly, waving a copy of 
               "Voice of Action." Frances is also tipsy, but pays close 
               attention to her mentor.

                                     DRAMA TEACHER
                         This is the answer: a subscription 
                         drive to "Voice of Action!" First 
                         prize is a trip to Moscow! You could 
                         visit the art theatre, maybe even 
                         meet Stanislavski!

                                     FRANCES
                         But I'll never win that.

                                     DRAMA TEACHER
                         Yes, yes, it's all arranged. 
                         Everyone's collecting subscriptions 
                         in your name. And the best part is: 
                         the trip returns you to New York.

                                     FRANCES
                              (intrigued)
                         Really?

                                     DRAMA TEACHER
                         New York, Frances! Broadway! This is 
                         your chance! You belong on the stage!

                                     FRANCES
                              (flattered/embarrassed)
                         Thank you.

               A door opens quietly and Harry slips in. He smiles at Frances, 
               who disentangles herself from her teacher and rushes over.

                                     FRANCES
                         Hi, Harry. Did you see the play?

                                     HARRY
                         You think I'd miss it?

                                     FRANCES
                         Well? What'd you think?

                                     HARRY
                              (shrugs)
                         I just wanted to see how you looked.

                                     FRANCES
                         How'd I look?

                                     HARRY
                              (teasing)
                         Enh.

                                     FRANCES
                              (smiling)
                         Don't be a rat, Harry.

                                     HARRY
                         You looked okay.
                              (glances around)
                         Joint's pretty dead. How 'bout I 
                         take you home?

               She hesitates, looks around and sees Chet passed out, snoring 
               in a chair. She takes Harry's arm.

               EXT. WEST POINT BEACH - NIGHT

               The beach is very dark, but the sweep of the lighthouse picks 
               up an old Chevrolet parked near the shore.

                                     FRANCES (V.O.)
                         You really think so?

               INT. CHEVROLET - NIGHT

               Frances and Harry are sitting in the back seat.

                                     HARRY
                         Honest. When you were up there, you 
                         were really... there, know what I 
                         mean? Everyone else looked stupid.

                                     FRANCES
                         I don't know... I did... feel 
                         different... Alive.

                                     HARRY
                         Yeah, it's a gift. You gotta do 
                         something with it.

                                     FRANCES
                         Yeah, but if I win this trip, Mama'll 
                         kill me. She hates Russians. I do 
                         want to go, though... to New York, 
                         especially... but I wanted to do 
                         it...

                                     HARRY
                         What?

                                     FRANCES
                         Quietly.

                                     HARRY
                         You're not the quiet type, Frances.

               They are silent for a while.

                                     HARRY
                         You know, my old man was an inventor. 
                         Spent his whole life down in the 
                         basement trying to design 
                         transcontinental underground 
                         railroads, stuff like that. Well, I 
                         was supposed to be his partner. When 
                         I told him the smell of his workshop 
                         made me sick, I thought he was going 
                         to die right there.

                                     FRANCES
                         What happened to him?

                                     HARRY
                         He retired to Florida... made a 
                         killing in vending machines.

               He grins ironically and Frances laughs.

                                     HARRY
                         I kick myself sometimes, but the 
                         thing is, I would have been miserable 
                         living his life.

                                     FRANCES
                         ...So you think I should go.

                                     HARRY
                         Sure. Try this acting thing. You can 
                         make good money at it.

                                     FRANCES
                         I don't know, Harry. I... I want so 
                         many...

                                     HARRY
                         You don't know what you want.

                                     FRANCES
                         Yeah.

               She looks at him, smiles wistfully.

                                     FRANCES
                         Not in the long run, anyway.

               She starts to unbutton her blouse. Harry is pleasantly 
               surprised, but unnerved.

                                     HARRY
                         Frances...

                                     FRANCES
                         What?

                                     HARRY
                         Well... don't you think it's up to 
                         me to...

                                     FRANCES
                         Come on, Harry. This is America, 
                         land of the free.
                              (whispers)
                         I thought we might go skinny dipping.
                              (pregnant pause... 
                              smile...)
                         For starters.

               Harry can't believe his good fortune.

               INT. FARMER HOUSE - DAY

               Lillian's face, distorted.

                                     LILLIAN
                         Communists?! No daughter of mine is 
                         going to Communist Russia!

               Lillian is in her apron, canning peaches.

                                     FRANCES
                         You act like I'm a bomb-thrower, 
                         Mama. It's just a trip.

               She leaves. Lillian follows her down the narrow -- almost 
               institutional -- hallway.

                                     LILLIAN
                         But they're using you!

                                     FRANCES
                         Oh Ma, they're not using me. It's 
                         just a chance to travel, see things. 
                         Besides, it's the only way I can get 
                         to New York.

               They've reached Frances' room. She puts on her coat.

                                     LILLIAN
                         I'll pay your way to New York. I'll 
                         work, I'll slave. I'll sell my 
                         vegetables to the truck farmers, or --

                                     FRANCES
                              (sighs)
                         Oh, Mama, don't you understand?

               She stares out the window. We see Ernest mowing the lawn.

                                     FRANCES
                         I have to do this on my own. You 
                         see, I've learned your lesson very 
                         well. To do what I think is right 
                         and everyone else be damned.

               Frances turns and heads back down the hall. Lillian follows.

                                     LILLIAN
                         I never taught you that!

               Frances keeps walking.

                                     LILLIAN
                         Little sister, if you don't wise up 
                         soon, it's going to be out of my 
                         hands!

               They've reached the kitchen. Ernest is there, sweating, 
               drinking water.

                                     FRANCES
                         It isn't in your hands, Mama. It's 
                         my life.

                                     LILLIAN
                         Yes, but important people are 
                         concerned about this. Judge Hillier 
                         spoke to Alma Styles --

                                     FRANCES
                         I don't care.

                                     LILLIAN
                              (grimacing)
                         ...You will.

               She storms outside. Frances sighs, looks at her father.

                                     FRANCES
                         What do I do, Dad?

                                     ERNEST
                         You really want to go?

                                     FRANCES
                         Of course.

                                     ERNEST
                         And you think it's worth all this?

                                     FRANCES
                         If I didn't, I wouldn't put you 
                         through it.

                                     ERNEST
                         ...Then go.

               EXT. SEATTLE BUS STATION - DAY

               Lillian has a few reporters drawn off to one side. Alma Styles 
               and a MINISTER stand nearby. A CROWD has gathered. Inside 
               the station, more reporters are milling around Frances.

                                     LILLIAN
                              (almost conspiratorial)
                         The authorities tell me there's no 
                         legal way I can stop her, but the 
                         way I see it, it's bigger than me or 
                         my family...
                              (the following is 
                              heard faintly as 
                              b.g. to the scene 
                              below)
                         American integrity, that's what's at 
                         stake here. They're sending my 
                         daughter to the heartland of darkness. 
                         . .the dark forces that would 
                         overthrow our country. Your country. 
                         My country.

               INT. BUS STATION - FRANCES AND REPORTERS - DAY

               Ernest and the Drama Teacher stand at Frances' side.

                                     REPORTER #1
                         Has your earlier denial of God led 
                         you to Communism?

                                     FRANCES
                         I'm not a Communist.

                                     REPORTER #2
                         But Frances, you said --

                                     FRANCES
                         I said all countries are of cultural 
                         interest. Besides, Russia has the 
                         greatest theatre company in the world.

                                     REPORTER #2
                         Better than any American company?

                                     REPORTER #1
                         What do you think of Stalin?

                                     FRANCES
                         Not much. Ask me about Stanislavski.

                                     REPORTER #2
                         Who?

                                     LILLIAN
                              (suddenly frantic, 
                              loud)
                         Help me save my daughter! Save the 
                         children of America.

               A TALL SPECTRAL MAN dressed in black adds:

                                     TALL SPECTRAL MAN
                         Repent, Frances, Repent!

                                     CROWD
                         Repent! Repent!

               Their cries seem weird, almost deranged, and Lillian is taken 
               aback.

               EXT. BUS STATION - DAY

               Passengers climb onto the bus. As Frances is hugged by her 
               Drama Teacher, the Tall Spectral Man approaches her. In his 
               arms he carries a potted plant, a Bible, and a flashlight.

                                     TALL SPECTRAL MAN
                         Bless you, sister, bless you.
                              (dignified, as though 
                              conducting some 
                              bizarre ceremony)
                         Here is a Bible for solace... and 
                         this plant to remind you of the 
                         eternal seed in all of us... and 
                         finally, a flashlight to illuminate 
                         your path through darkest Russia.

               Frances accepts the gifts, bewildered. The Tall Spectral Man 
               stares at her through hollow eyes. She staggers on toward 
               the bus, looking like a bedraggled Statue of Liberty. The 
               Tall Spectral Man sings an ethereal hymn.

               Lillian blocks Frances' path. Frances looks at her tearfully.

                                     FRANCES
                         I love you, Mama.
                              (turns to her father)
                         I love you, Dad.

                                     ERNEST
                              (hugging her)
                         Be careful, Francie.

               As Frances climbs on board.

                                     LILLIAN
                         Frances, I'm warning you. I'm gonna 
                         throw myself beneath the wheels. 
                         I'll do it, Frances. Frances!

               Inside the bus, Frances stares out the window and shakes her 
               head sadly.

               The bus starts. Everyone looks at Lillian. She is 
               motionless... Furious. Frances sighs, and the bus moves off 
               unimpeded.

               There is a homicidal rage in Lillian's eyes as she stares 
               after the vehicle. Then the Reporters rush toward her.

                                     FIRST REPORTER
                         What do you say now, Mrs. Farmer?

               She looks down, her lip quivering. Humiliated, crumbling...

               As the reporters shout unanswered questions, Ernest puts his 
               arm around his wife and leads her away.

                                                             FADE TO BLACK:

               FADE IN:

               INT. FARMER STUDY - DAY

               Lillian is happily thumbing through her scrapbook. Her hand 
               runs down the page, and we SEE a series of headlines, with 
               photos:

                       MOTHER UNABLE TO HALT GIRL'S TRIP TO RUSSIA

                                (Photo Lillian & Frances)

               Then:

                           MOTHER WARNS AGAINST REDS IN SCHOOLS

                                     (Photo Lillian)

               Next is a SNAPSHOT of Frances on board on ocean liner.

               Then TWO SNAPSHOTS of her in what is clearly Moscow. She 
               wears a Russian hat. The Kremlin stands behind her.

               Then SNAPSHOTS of her in New York, with a small clipping 
               from the "New York Times":

                               Visits Moscow Art Theatre...

               YOUNG ACTRESS RETURNS FROM RUSSIA, ASPIRES TO THE BROADWAY 
               STAGE

               Below this is a magazine advertisement showing Frances in a 
               glossy Chesterfield ad. Her hair is swept up off her head, 
               and she looks glamorous, artificial, very different from how 
               we've seen her.

               Lillian takes up the paste brush and liberally swabs the 
               opposite -- blank -- page of her scrapbook. A handwritten 
               letter from Frances lies beside her. She removes a clipping 
               from the letter and spreads it out. The clipping says: "STARS 
               OF TOMORROW" and shows a semi-circle of girl's faces inside 
               garish stars.

               Lillian circles Frances' photo and sits back to admire it.

               EXT. HOLLYWOOD - DAY

               We SEE the Hollywood sign in the distance... then CHANGE 
               FOCUS to see the front of the studio...

               INT. PHOTOGRAPHY STUDIO - HOLLYWOOD - DAY

               Frances' hair is tightly curled. She is dressed in a 
               grotesquely ruffled white gown and seated on a small stool. 
               Behind her TWO ASSISTANTS fuss with bunches of white 
               carnations hanging on a grid. A seasoned PUBLICIST kneels 
               nearby and a woman with a coffee cup, CLAIRE, surveys the 
               scene.

                                     PHOTOGRAPHER (O.S.)
                         One more time.

               Frances stares dramatically off into space.

                                     PUBLICIST
                         Hobbies?

               The camera clicks.

                                     FRANCES
                         Oh, I swim some... play the piano 
                         badly... and I read like a fiend: I 
                         like history.

                                     PUBLICIST
                         No, no, people don't want that. Now 
                         listen: you spend lots of time at 
                         the beach. You're crazy about dancing. 
                         And you're the kind of girl who's 
                         just a little in love with love. Get 
                         it? Now try again? Hobbies?

                                     FRANCES
                         Look, I...

                                     PUBLICIST
                              (writing in notepad)
                         Beach... dancing... in love with 
                         love.

                                     FRANCES
                              (ironically)
                         That's me.

               The camera clicks again. MR. BEBE -- a tall, brooding, well-
               dressed man -- ENTERS.

                                     CLAIRE
                         Good morning, Mr. Bebe!

                                     BEBE
                         Who's this?

                                     CLAIRE
                         Frances Farmer, contract player, six-
                         month option.

                                     BEBE
                              (an assessment)
                         Okay. Good tits. Can't we show them 
                         off a little more?

                                     CLAIRE
                         I guess so, sir.

                                     BEBE
                              (nods, stares again 
                              at Frances)
                         Very fine bone structure.

               He leaves. Claire stares after him with profound contempt.

                                     PUBLICIST
                              (coming up to Claire)
                         Not much to work with. How's this:
                              (reading)
                         'The most interesting thing about 
                         Frances Farmer is that her road to 
                         Hollywood was 12,000 miles long. 
                         After winning a beauty contest, the 
                         first prize of which was a trip to 
                         Europe...' She made some deal with 
                         the Commies and went to Moscow, but 
                         I'm not going to say that, am I?

                                     CLAIRE
                         Heavens no. Go on.

                                     PUBLICIST
                         Um... 'Miss Farmer returned to New 
                         York City and had a brief fling with 
                         the Broadway stage before coming 
                         west to seek stardom.'

                                     CLAIRE
                         'Brief fling?'

                                     PUBLICIST
                         Well, actually she couldn't get hired, 
                         but lucky for her, some guy in our 
                         New York office saw her. She says 
                         soon as she gets a stake, she's going 
                         back.

               Claire rolls her eyes. She's heard this before.

               The Camera clicks again. Frances is frozen in time.

               INT. STUDIO ACTING CLASS - DAY

               TWO STUDENTS are doing a scene from "Design For Living." 
               Others sit around watching, whispering, flirting, sleeping... 
               but Frances is paying very close attention, making notes. 
               The MAN next to her rubs her arm and whispers something. She 
               grimaces and pays no attention. Then she notices, two rows 
               in front, a young handsome student, DICK, who's also making 
               notes. She stares at him for a second, then back at the stage.

               EXT. LAUREL CANYON COTTAGE - DAY

               A tiny rustic cottage, dogs everywhere. Two identical old 
               Fords are parked out front.

               INT. COTTAGE - DAY

               Frances sits on the couch talking on the phone.

                                     FRANCES
                         Did you get the check?... Oh my God, 
                         it opened?!, what'd you think?

               Water lands on her face. She grimaces playfully.

                                     FRANCES
                         Well, I hope I get bigger parts, 
                         they don't come much smaller.

               The last line is garbled as water streams in her mouth. She 
               fumbles for something on the floor.

                                     FRANCES
                         No, I'm fine. I just have water in 
                         my mouth.

               She finds a water pistol on the floor, picks up the phone, 
               and starts searching for her assailant.

                                     FRANCES
                         No, Mama, I'm not changing my name. 
                         They can't actually make you, you 
                         know? Most people don't realize that.
                              (playfully, covering 
                              receiver)
                         Oh Dick...

               She flings open the bathroom door and finds him: Dick from 
               drama class. A furious water battle ensues.

                                     FRANCES
                         No, no, nothing's going on.
                              (fast)
                         I love you too, Mama. Give my love 
                         to Dad. Bye!

               She hangs up, lowers her gun as Dick squirts her. She's 
               getting wet. Her shirt clinging to her breasts. She likes 
               it.

                                     FRANCES
                         Okay, handsome. You win.

               INT. HOLLYWOOD SCREENING ROOM

               On the small screen we SEE Frances in the arms of a MAN IN 
               FIRE CHIEF'S HAT.

                                     FRANCES
                         Kurt!

                                     FIRE CHIEF
                         Oh, Angela! Go with these trappers! 
                         They'll lead you safely down the 
                         mountain...

                                     FRANCES
                         But, Kurt, I...

                                     FIRE CHIEF
                         No, No arguments. Be my good girl 
                         and go. There's a forest, a burning 
                         forest, and you know what I have to 
                         do!

                                     FRANCES
                         Oh, Kurt!

                                     FIRE CHIEF
                         Oh Angela, my own... Angela!

               ON SCREEN the corners of Frances' mouth begin to tremble, 
               but her eyes remain wide and innocent. The Fire Chief slowly 
               inclines his head toward hers. The brim of his hat hits her 
               forehead. Frances covers her face with her hands and bursts 
               out laughing. The Fire Chief looks stunned. She tries to 
               control herself.

                                     FRANCES
                         I'm sorry...
                              (looking into camera)
                         I'm sorry, let's go back.

               Laughter inside the screening room. A small light flicks on, 
               and from behind we dimly SEE TWO MEN.

                                     MAN #1
                              (irate)
                         What the hell is that? What's she 
                         doing?

                                     LAUGHING MAN
                         That's talent, Andy.

                                     MAN #1
                              (after a beat)
                         Oh.

               EXT. CATWALK - DAY

               Frances smiles and eases shut the screening room door. We 
               HEAR the Laughing Man inside shout: "Let's see that again!" 
               Frances puts a cigarette in her mouth and fishes for a match.

               A man's hand appears, holding a lighter. She looks up: It's 
               Harry, wearing a garish Hawaiian shirt and a Panama hat.

                                     FRANCES
                         Harry! Harry-god-damn-York! A real 
                         person!

               Frances throws her arms around him. They hug warmly.

                                     HARRY
                         How ya doin', Farmer?

                                     FRANCES
                         Me? Look at you! What're you doing 
                         in Hollywood?

                                     HARRY
                         Came to get a tan.

               They compare forearms.

                                     FRANCES
                         Not bad. But come on, Harry; what's 
                         the real reason?

                                     HARRY
                              (staring out)
                         Kaminski.

                                     FRANCES
                         Yeah, I read about that. Terrible 
                         business, suicide.

                                     HARRY
                         Since when do you believe the papers? 
                         They killed him, kid.

                                     FRANCES
                         What?

                                     HARRY
                         They killed him. They threw him out 
                         that window.

                                     FRANCES
                         Oh no...

                                     HARRY
                         Eight stories.

               She stares down two stories to the ground, imagining:

                                     FRANCES
                         Jesus.

                                     HARRY
                              (also staring down)
                         Yup. Poor bastard lay there on the 
                         sidewalk and he couldn't die. Too 
                         god damn much heart. He just didn't 
                         want to die.

                                     FRANCES
                              (walking on)
                         But... but why, Harry...? Why'd they 
                         do it?

                                     HARRY
                              (shrugs)
                         He wouldn't play ball. What can I 
                         tell ya... it's done.
                              (brightening)
                         Anyway, I didn't want to be next, so 
                         I skipped town; came down here to 
                         work for some big-wig. Tail and nail 
                         job.
                              (confidentially)
                         I'm sort of a non-gentleman's non-
                         gentleman.
                              (turns around, 
                              displaying his shirt)
                         How d'ya like the camouflage?

                                     FRANCES
                         You jackass!
                              (pushing him down the 
                              stairs)
                         C'mon, let's get out of here.

               EXT. STUDIO LOT - DAY

               Harry and Frances walking arm in arm.

                                     FRANCES
                         Not bad. It was slow at first, but 
                         I'm doing bits now.

                                     HARRY
                         I always told ya, Frances. You got 
                         real ability.

                                     FRANCES
                              (smiling)
                         I know what ability you're interested 
                         in.

                                     HARRY
                         Hey, I'm a man, aren't I? Whattaya 
                         say we have dinner, then maybe head 
                         out to the beach, rub some of this 
                         tan off each other.
                              (off her sober 
                              expression)
                         For old time's sake.

                                     FRANCES
                              (serious)
                         Harry... I met someone.

                                     HARRY
                              (stiffens slightly)
                         Yeah? What is he -- muscleman? 
                         Lifeguard?

               Frances shakes her head.

                                     HARRY
                         Actor?

               She nods.

                                     HARRY
                         Good. Then it's temporary.
                              (whispers)
                         All actors are phonies.

               He's joking, but she doesn't respond.

                                     HARRY
                         Serious, huh?

                                     FRANCES
                         Yeah.

                                     HARRY
                         Hey that's great, Farmer, just great.

               She smiles wistfully, seeing him cover up his disappointment. 
               She squeezes his arm and they continue walking.

               INT. SOUND STAGE - SET (RHYTHM ON THE RANGE) - DAY

               Lights being adjusted, cameras set, actors walking through 
               their blocking. In the midst of this we SEE Frances, dressed 
               in western attire, making a point to the WARDROBE MISTRESS, 
               who is listening without enthusiasm.

                                     FRANCES
                              (spreading her arms)
                         These creases... I look like I just 
                         came from the laundry! I'm supposed 
                         to be hiding out in boxcars, sleeping 
                         on floors.

                                     WARDROBE MISTRESS
                              (cool)
                         This is the suit we fitted on you, 
                         Miss Farmer.

                                     FRANCES
                              (friendly)
                         Oh, I know that. But it could look 
                         more realistic, don't you think?

                                     WARDROBE MISTRESS
                              (looking her over)
                         It'll do. No one will notice.

                                     FRANCES
                         I'll notice.

               We HEAR a man conspicuously clearing his throat. Both women 
               turn as Mr. Bebe steps forward.

                                     WARDROBE MISTRESS
                         Oh, Mr. Bebe, good morning.

               He nods imperceptibly.

                                     BEBE
                         Come along with me, Fanny.

               She hesitates, then goes.

                                     FRANCES
                         That's Frances. I'm not the cookbook.

                                     BEBE
                              (leading her off)
                         You see: We've got to change that 
                         name.

               EXT. STUDIO LOT - DAY

               Frances and Bebe come through the sound stage door into the 
               light. He gestures to indicate what direction they're going, 
               but remains silent, watching her. She's uncomfortable, 
               blinking like a bird.

                                     BEBE
                         I like your looks. You have the 
                         classical bone structure of the very 
                         great beauties... Garbo, Dietrich --

                                     FRANCES
                         Thank you --

                                     BEBE
                         I intend to make a great deal of 
                         money off you.

               Frances is taken aback. This is all rather blunt.

                                     BEBE
                         Since we have you on a seven year 
                         contract, I'm planning long-range. 
                         I'm going to loan you out to Sam 
                         Goldwyn to make a picture called 
                         "Come and Get It."

                                     FRANCES
                         Really? That's a very good book. 
                         It'd make a terrific --

                                     BEBE
                         Never mind that. I'm concerned about 
                         you. Your attitude.

               They hear a ruckus in the distance and turn and look: 
               PICKETERS are fighting with POLICE. It is raucous, brutal. 
               Bebe turns back to her with a stern look:

                                     BEBE
                         Society is falling apart, Miss Farmer, 
                         and people have to buckle down, do 
                         their jobs. You see, I view myself 
                         as the Henry Ford of motion picture 
                         industry, and I can't have the fellow 
                         who puts on the wheels arguing with 
                         the man who installs head-lights, 
                         now can I?

                                     FRANCES
                         But I'm concerned with everything, 
                         Mr. Bebe.

                                     BEBE
                              (fierce but very muted)
                         No, I'm concerned with everything.

                                     FRANCES
                         But I'm the one up there on the 
                         screen.

                                     BEBE
                         That's right. You're an actress, 
                         Miss Farmer and your job is to act.

               She's about to reply, but he quickly takes her hand and raises 
               it to his lips. Kisses it very formally, like a suitor. Then 
               turns and walks into the sumptuous executive office building.

               She watches him go.

                                                                 FADE OUT: 

               OMITTED

               FADE IN:

               EXT. THEATRE MARQUEE - NIGHT

               Brightly colored bulbs flashing, causing the wisps of fog 
               around them to glow. The bulbs spell:

                   "COME AND GET IT" WITH SEATTLE'S OWN FRANCES FARMER

               A noisy CROWD is gathered outside the theatre, straining 
               against velvet cordons. Big black limos disgorge couples in 
               formal evening wear, to the applause of the crowd. All 
               slightly small-town, off-key.

               Harry, now sporting a mustache, hat pulled down over his 
               face, stands across the street.

                                     HARRY
                              (puffing his cigarette)
                         Not bad, Farmer.

               EXT. STREETS - NIGHT

               Two limousines streaking through the night.

               INT. SECOND LIMOUSINE - NIGHT

               Frances sits next to a faceless STUDIO EXECUTIVE. She's all 
               dolled up. She looks uncomfortable. Silence. She glances up 
               at the limo ahead of them.

               INT. FIRST LIMOUSINE - NIGHT

               Dick sits between Lillian and Ernest A REPORTER and 
               PHOTOGRAPHER crouch in front of them.

                                     LILLIAN
                         I guess it's no secret that I'm proud. 
                         Only twenty-one years old, and look 
                         at all she's done.
                              (confidentially)
                         As for her looks, I flatter myself 
                         that she gets them from me.

                                     DICK
                         Obviously.

               He winks at the reporters.

                                     LILLIAN
                         And not only has Frances come home a 
                         star; she's also brought me this big 
                         handsome lug of a son-in-law!

                                     REPORTER
                         Mr. Farmer, what was your reaction 
                         when Frances told you she had 
                         married...

                                     DICK
                         Dwayne. Dwayne Steele.

                                     ERNEST
                         What...? Oh. Well, I was pleased, of 
                         course. Richard... uh, Dwayne, is a 
                         real gentleman.

               Dick smiles and hugs them both.

                                     DICK
                         Well, all I can say is: I feel like 
                         I've known these two for years!

                                     LILLIAN
                              (girlishly)
                         Oh, Dwayne!
                              (overcome)
                         This is like a fairy tale!

               They're stopped at a light. Outside their window we SEE 
               DERELICTS, casualties of the depression, huddled in the night.

               INT. FRANCES' LIMO - NIGHT

               She's staring at the derelicts. We feel her sympathy for 
               them. Almost like she'd rather be out there. A MAN WITH HOLLOW 
               EYES shouts something at them.

                                     FRANCES
                         What'd he say?

               She rolls down her window. The Studio Executive beside her 
               looks at her like she's crazy.

                                     STUDIO EXECUTIVE
                              (to Driver)
                         Let's go. We'll be late.

               The limousine lurches forward. Frances settles back in her 
               seat, letting the night air sweep over her face.

               EXT. THEATRE - NIGHT

               The two limos pull up, the second emptying first. As Frances 
               gets out, the CROWD cheers wildly. She walks past them, eyes 
               glazed. She doesn't see Harry, who is held back by cordons. 
               Lillian is posing and signing autographs. In her tight, formal 
               dress, Frances looks radiant but constricted. As she walks, 
               voices assault her:

                                     LILLIAN
                         There she is!

                                     REPORTER #1 (O.S.)
                         How does it feel to be back in 
                         Seattle, Frances?

                                     FRANCES
                         A little strange.

                                     WOMEN'S VOICES
                         Isn't she gorgeous?

                                     STUDIO EXECUTIVE (O.S.)
                         This way.

                                     REPORTER #2 (O.S.)
                         How's the movie, Frances?

                                     FRANCES
                         It's okay.

                                     LILLIAN (O.S.)
                         Smile, little sister, smile.

               Frances sees her mother smiling nervously. They have entered 
               the:

               INT. LOBBY - NIGHT

               Again there is a cordoned area in the center where Seattle 
               luminaries are sipping champagne. Reporter #1 lurches forward:

                                     REPORTER #1
                         Can you make some statement about 
                         Seattle, how the city helped you, or 
                         the schools --

                                     FRANCES
                         Well, the truth is the city had 
                         nothing to do with it. I was lucky. 
                         And what wasn't luck was hard work.

                                     REPORTER #1
                              (disappointed)
                         Oh.

               Judge Hillier's Wife, whom we recognize as the Woman who 
               shouted at Frances in the auditorium, steps forward in a 
               garish gown. She's holding a large key.

                                     JUDGE HILLIER'S WIFE
                         Miss Farmer, I can't tell you how 
                         proud I am to meet you.

               She embraces and kisses Frances, who's more than a little 
               put off. After the kiss, she takes firm hold of Frances' 
               hand and won't let go. Judge Hillier steps to his wife's 
               side. Lillian also approaches.

                                     JUDGE HILLIER'S WIFE
                         On behalf of the Seattle Ladies Club, 
                         as a token of our vast admiration --

                                     FRANCES
                         Excuse me.

                                     JUDGE HILLIER'S WIFE
                              (startled)
                         Yes...?

                                     FRANCES
                         Don't I know you?

                                     JUDGE HILLIER'S WIFE
                         I don't believe so.

                                     FRANCES
                         Sure. You shouted at me in the 
                         auditorium when I read my essay.

                                     JUDGE HILLIER'S WIFE
                         No, my dear. You must be mistaken.

                                     FRANCES
                              (barely audible)
                         Oh bullshit.

                                     JUDGE HILLIER
                         I beg your pardon?

                                     FRANCES
                              (to the dignitaries)
                         Listen, I'm still the same girl that 
                         wrote that essay, the same girl who 
                         went to Russia, and you people aren't 
                         proud to meet me at all.

               A hideous silence. Judge Hillier is fuming. His wife is 
               aghast, the key to the city extended awkwardly in front of 
               her. She shoves it into Frances' arms.

               Frances moves to leave, but her arm is taken by the Studio 
               Executive, who escorts her into the theatre. The crowd 
               follows. Lillian is utterly mortified.

               EXT. THEATRE - NIGHT

               We TRACK along the side of the theatre. An exit door is thrown 
               open, and Frances storms out. As she does, she trips over an 
               OLD INDIAN BEGGAR. She stops and looks at him. He peers up 
               at her with large forlorn eyes... then holds out his hand. A 
               connection is made. All the anger drains out of her. She 
               gives him money, several bills. He breaks into a wonderful 
               crooked grin. She starts away, hesitates, then hands him the 
               key to the city. He stares at it, bewildered.

               She strides away toward her limousine, which is now parked 
               with several others at the end of the alley. The CHAUFFEURS 
               are talking and smoking a cigarette. Her chauffeur sees her 
               and hurries to his limo. As it pulls into the street, we see 
               Harry drift back to the curb and stare after it.

               OMITTED

               EXT. WEST POINT BEACH - NIGHT

               Frances sits on the old wood jetty staring out at the water, 
               the lighthouse... Harry approaches.

                                     HARRY
                         ...It's one thing to marry the guy, 
                         but did you have to sleep with him?

               She cracks up. Harry laughs at his mistake.

                                     HARRY
                         Shit. I meant the other way around.

                                     FRANCES
                              (still laughing)
                         Well, the studio told me not to.

                                     HARRY
                         Is that why you did it?

                                     FRANCES
                         Who ever thought they'd be right for 
                         once? Jesus, Harry... it's a zoo 
                         back there --

                                     HARRY
                         You're telling me.

                                     FRANCES
                         Dick... and my mother! She acts like 
                         she's on Mars or something --

                                     HARRY
                         Well, she's back to earth now. They're 
                         all pretty huffed up about your 
                         leaving. I think you better go back, 
                         kid.

                                     FRANCES
                         Forget it.

               He looks at her thoughtfully, then sits.

                                     FRANCES
                         You know, the funny thing is: it's 
                         not a great movie. I mean it could've 
                         been, but they screwed it up, gave 
                         it a happy ending. And all my friends, 
                         I know they're going to smile and 
                         say they loved it.

                                     HARRY
                         If they say they love it, they'll 
                         probably love it. Not everybody lies, 
                         you know?

                                     FRANCES
                              (warmly, to him)
                         No, they don't, do they?

               Beat.

                                     HARRY
                         Frances, you're a movie star now. If 
                         you give them what they want, you 
                         can get anything.

                                     FRANCES
                         I don't have what they want, Harry.
                              (stares at the water)
                         Harry, will you tell me something? 
                         How can I keep making movies when 
                         people in the streets are starving?

                                     HARRY
                         Some people starve, kid. Until we 
                         can do something about it, they might 
                         as well see a movie. Makes 'em feel 
                         better.

                                     FRANCES
                         But I don't want to be like that. I 
                         want to do something...
                              (important)

                                     HARRY
                         What're you gonna do, waste your 
                         talent? Why not use it to make 
                         something worthwhile. You can do 
                         that, you know?

                                     FRANCES
                              (laughs)
                         Yeah, if I don't make too big an ass 
                         of myself.

               They start to walk now along the beach. We see Harry's car 
               and the chauffeured limousine parked above.

                                     HARRY
                         Tell you what. Let's ditch the limo. 
                         Let me drive you up to that red carpet 
                         in my beat up Chevy.

                                     FRANCES
                         The hell you will, Harry York.

                                     HARRY
                         Come on, Cinderella, your pumpkin 
                         awaits.

               She shakes her head mischievously... moves backward 
               unbuttoning her coat.

                                     FRANCES
                              (like a clock striking)
                         Bong... bong... bong...

               The coat falls.

                                     HARRY
                         Don't start, Farmer.

                                     FRANCES
                              (dropping her scarf)
                         It's midnight, Harry. My glittering 
                         raiments are dissolving.

                                     HARRY
                              (nervously)
                         The chauffeur. He's watching.

                                     FRANCES
                         He deserves a show. He missed the 
                         movie.

                                     HARRY
                         I'm serious, Frances. This is 
                         important.

                                     FRANCES
                              (kicking off a shoe)
                         I know.

               She kicks off another shoe, sailing it into the water.

               Frances is zipping off her dress.

               Harry bends to pick up the first shoe.

                                     FRANCES
                         A single glass slipper left glittering 
                         on the pearly sands. Who was that 
                         girl, anyway?

               Harry watches her, mesmerized. The dress is off.

                                     FRANCES
                         'Come and get it,' Harry.

               She skips off down the beach, her dress strewn on the sands.

               After a moment, from the darkness, we SEE her underclothes 
               fly into view. Harry can restrain himself no longer.

                                     HARRY
                              (excited)
                         Hot damn!

               He drops the shoe and runs after her, tearing off his clothes. 
               After a moment, from the darkness, we hear her squeals of 
               laughter.

               EXT. STUDIO - HOLLYWOOD - DAY

               The street outside the Studio Main Gate. Actors, directors, 
               etc. arrive in their shiny expensive autos. Among them is 
               Frances in her old battered Ford. She waves to the Guard and 
               drives through.

               EXT. STUDIO LOT - DAY

               As Frances pulls into her parking space, Claire, the woman 
               from the photo session, strolls up.

                                     CLAIRE
                         Hi Frances, got a minute?

                                     FRANCES
                         Sure, Claire. If you don't mind 
                         walking my way.

               They walk toward the dressing room.

                                     CLAIRE
                              (nervous)
                         Well, I suppose I should just say 
                         it. It's your clothes.

                                     FRANCES
                              (bewildered)
                         My clothes?

                                     CLAIRE
                         Yeah, I mean slacks... and work 
                         clothes... and that awful car --

                                     FRANCES
                         It's a perfectly good car. It runs.

                                     CLAIRE
                         Yes, but... Really, I hate to sound... 
                         it's just that the public expects 
                         something different from its stars. 
                         People won't take you seriously.

                                     FRANCES
                         I don't care if my clothes are taken 
                         seriously. Or my car.

                                     CLAIRE
                         You know what I mean.

                                     FRANCES
                         Uh-huh. You mean what if the public 
                         finds out I perspire? And wear slacks. 
                         And drive an old jalopy? What if 
                         they find out I'm a real person. Oh 
                         no! Say it ain't so! Not a real 
                         person!

               Claire is laughing. They go inside.

               INT. FRANCES' DRESSING ROOM - DAY

               Posh, fit for a star. Frances smiles at the MAKEUP MAN.

                                     FRANCES
                         Morning, Eddie.

               As Frances sits at the table and Eddie goes to work:

                                     CLAIRE
                         That's not all, Frances. Mr. Bebe is 
                         very concerned about your politics. 
                         He hears you've been donating money, 
                         speaking at rallies.

                                     FRANCES
                         Yup. Claire... please, please tell 
                         Mr. Bebe that if he worried half as 
                         much about his scripts as he does 
                         about my private life, we'd make a 
                         lot better movies.

                                     CLAIRE
                         I'm sorry, Frances. It's my job, you 
                         know?

                                     FRANCES
                         I know.
                              (imitating Bebe)
                         'This is a factory and we each have 
                         our jobs. The writer writes, the 
                         director directs, and the actress...'

                                     CLAIRE
                              (laughing)
                         ...acts. I'll relay your message.

               INT. FRANCES AND DICK'S COTTAGE - NIGHT

               Dick is talking on the phone in the living room.

                                     DICK
                         Yes, of course she'll make a statement 
                         on women's rights. Call back tomorrow, 
                         okay?

               He hangs up. Immediately the phone rings again. He stares at 
               it wearily, then answers:

                                     DICK
                              (pointedly)
                         Dwayne Steele's residence.

               Through the half-open door to the bedroom we see Frances 
               dozing, an open script laid out beside her.

                                     DICK
                         Yes.
                              (confused)
                         What...?
                              (hurt)
                         Yes. Yes, I'll tell her.

               He hangs up. Stares off. Slowly enters the bedroom.

               Frances looks up.

                                     DICK
                         You learn your lines?

                                     FRANCES
                              (nods drowsily)
                         Sort of.

                                     DICK
                         There've been some calls.

                                     FRANCES
                         Who?

                                     DICK
                         Well... about half an hour ago that 
                         woman from the talent department 
                         called, what's her name?

                                     FRANCES
                         Claire?

                                     DICK
                         Yeah, Claire. She said she was fired. 
                         Too bad, huh?

                                     FRANCES
                              (apprehensively)
                         Fired?

                                     DICK
                         Yeah. She said she delivered your 
                         message and that you'd understand.

               Frances looks stricken.

               Dick presses on.

                                     DICK
                         There was another call too. From 
                         your agent. He says your summer stock 
                         deal is all set. So you're going 
                         back east, huh?

                                     FRANCES
                         ...Yes.

                                     DICK
                         Without me.

                                     FRANCES
                              (sighing)
                         Showdown.

                                     DICK
                         You weren't going to tell me, were 
                         you? Just pack up and leave, is that 
                         it?

                                     FRANCES
                         Dick, we need some time apart --

                                     DICK
                         Hey, I'm not a complete fool, you 
                         know. I can see you're going sour on 
                         me, and when I try to do something 
                         about it, you turn your back and say 
                         it's nothing.

                                     FRANCES
                         Dick, I can't even breathe here...

                                     DICK
                         Dwayne! I'm Dwayne now! And you damn 
                         well better get used to it!

                                     FRANCES
                              (softly, remembering)
                         Dick...

                                     DICK
                         I don't suppose it occurred to you 
                         that I might want to leave too, that 
                         I might want to do theatre? No, 'cause 
                         you don't want me along, do you? And 
                         the reason has nothing to do with 
                         summer stock.

                                     FRANCES
                         No?

                                     DICK
                         No. It's all about that night, isn't 
                         it?

                                     FRANCES
                              (bewildered)
                         What night?

                                     DICK
                         The premiere. I never pressed you 
                         about it but god damn it, you're 
                         gonna tell me right here and right 
                         now what happened and where the hell 
                         you were!

                                     FRANCES
                              (quietly)
                         You want his name?

               Dick is crumbling inside.

                                     DICK
                         What...?

               We watch it sink in. Confusion... self-pity... building 
               gradually to resentment and rage. He starts to throw a 
               tantrum. Hurling things around the room.

               Frances just sits there.

                                     FRANCES
                         My God... I think you're overplaying 
                         this a bit...?

               He hurls a pillow against the wall and rushes out.

               Frances looks after him, then turns. She's now facing the 
               bureau.

                                     FRANCES
                         Goodbye, Dick.

               A mirror sits on top of the bureau. She looks into it. Doesn't 
               like her expression. Turns the mirror away.

                                                                 FADE OUT: 

               OMITTED

               FADE IN:

               INT. THEATRE LOBBY - NIGHT

               A playbill in a theatre lobby reads: "Mt. Kisco Playhouse, 
               1937 Summer Season: 'THE PETRIFIED FOREST'." Among the names 
               listed is: "Frances Farmer, the 'Come And Get It' Girl. 
               Suddenly we HEAR an eruption of applause.

               INT. THEATRE - AUDIENCE - NIGHT

               TIGHT SHOT on two men: HAROLD CLURMAN -- a thoughtful 
               aristocratic man -- and CLIFFORD ODETS, who is taller, 
               slimmer, with black hair and intense dark eyes. Around them 
               we see (mostly HEAR) the AUDIENCE going crazy, leaping to 
               its feet, yelling "Bravo! Bravo!" Clurman and Odets sit 
               impassively. As the hurrahs die down and the audience files 
               out, the two men sit there. Finally Clurman turns to Odets. 
               Odets nods very slightly.

               INT. DRESSING ROOM - NIGHT

               Frances sits in the cramped room, listening intently to 
               Clurman. Occasionally she sneaks a glance at Odets, who is 
               pacing like some caged beast.

                                     CLURMAN
                         The Group is more than a theatre 
                         company. It's the embodiment of an 
                         ideal. Our approach allows the actor 
                         to be an artist in the fullest sense, 
                         a creative individual and an 
                         instrument of change. You see --

                                     FRANCES
                              (watching Odets)
                         Really, Mr. Clurman, you don't have 
                         to sell me.

                                     CLURMAN
                         Forgive my indulgence. Seems we always 
                         lecture those who are on time for 
                         those who are tardy. The point is, 
                         Mr. Odets here has written a wonderful 
                         play. Most of the roles are cast, 
                         but we haven't found our female 
                         lead...

                                     FRANCES
                         Who is she?

                                     ODETS
                         She's a tramp from Newark.

                                     CLURMAN
                         Forgive me, but I think you'd be 
                         perfect for the part.

               Odets is pacing furiously, seizing their attention. He stops, 
               looks at her, then resumes.

                                     ODETS
                         Miss Farmer, for me this is not a 
                         play: it's an assault... a 
                         seduction... a plea for understanding. 
                         I think we live in a time when new 
                         art works should shoot bullets... 
                         and you make very attractive 
                         ammunition.

               He stops. Tentatively, almost boyishly, he smiles.

               She returns it. She's charmed.

                                     FRANCES
                         And what's the title of this seduc... 
                         assault?

                                     ODETS
                              (mysterious, intimate)
                         'Golden Boy.'

               EXT. BELASCO THEATRE MARQUEE - NIGHT

               It reads "Golden Boy". Crowds of people streaming out of the 
               lobby. A sign over the box office reads: "Tomorrow's 
               performances sold out."

               Odets sits on the curb. Behind him the lights in the theatre 
               lobby flicker off. PEDESTRIANS stroll by: an odd mix of 
               affluent theatre crowd and 1930s bums.

               Frances emerges from the theatre, sees him sitting there. 
               Sits beside him.

                                     FRANCES
                         Hi.

               He nods.

                                     FRANCES
                         You wanted to talk?

               Another nod. He's silent. He peers up the street. A GIRL, 
               16, selling pencils catches his eye.

                                     ODETS
                         You see that girl?

               She looks like a waif: tough, vulnerable, pleading with a 
               WEALTHY COUPLE, following them down the street. A drama being 
               played out in the distance, out of earshot.

                                     ODETS
                         That's who my play is about.

               Frances watches the girl.

                                     FRANCES
                         That's me, Clifford.

                                     ODETS
                              (strong)
                         I know, but I'm not seeing it. It's 
                         there, Frances, the fire is there, 
                         but it's not coming through. You're 
                         lazy --

               INT. WORKING CLASS BAR - LATER

               The same conversation continuing:

                                     FRANCES
                         I'm not!

                                     ODETS
                         Yes, you win them, you bring them 
                         into your heart, touch them, but you 
                         don't set them on fire!

                                     FRANCES
                         But I want to. I'm trying!

                                     ODETS
                         I need an incendiary! An arsonist!

                                     FRANCES
                         Then show me! That's what I'm here 
                         for, to learn, to grow!

                                     ODETS
                         Good. Then it's very simple. You 
                         have to stop being afraid, Frances. 
                         It's in you.

               EXT. PLATFORM - SPANISH EMBASSY - DAY

               Clurman is delivering a speech in the background as 
               PHOTOGRAPHERS snap pictures. Behind them on the platform 
               Frances and Odets continue their conversation in whispers:

                                     ODETS
                         I can see it. You just have to let 
                         it out. Trust it. No one will quash 
                         you here, but it's still a fight, a 
                         struggle! Being true to your art, 
                         being honest, is always a struggle!

               We now HEAR Clurman's speech. The initial words below were 
               background to the above. What we HEAR now is underlined:

                                     CLURMAN
                         ...Not only an artist, but an 
                         instrument of change. We must look 
                         to the world around us, not content 
                         to observe, but to take an active 
                         hand in redressing its wrongs. We 
                         will not stand idly by as Fascist 
                         bombs obliterate democracy. We 
                         contribute our profits, for if fascism 
                         is not stopped in Spain, it will 
                         spread across Europe, jeopardizing 
                         the struggle of civilized man to 
                         survive.
                              (presenting check to 
                              SPANISH CONSUL)
                         The artist, to be vital, must be a 
                         soldier too.

                                     FRANCES
                         I'm not afraid of struggle, Clifford.

                                     CLIFFORD
                         Yes you are. We all are. The first 
                         step is to acknowledge our fear.

               EXT. NEW YORK CITY STREETS - NIGHT

               They're walking. The conversation continues.

                                     CLIFFORD
                         Face it! Confess it! You're weak!

                                     FRANCES
                         I'm not!

                                     CLIFFORD
                         You're afraid!

                                     FRANCES
                         I'm not!

                                     CLIFFORD
                         You don't want to show your whole 
                         soul -- ugly, mis-shapen, and pitiful -- 
                         you don't want to show it --

                                     FRANCES
                              (angry)
                         God damn it, Clifford, will you shut 
                         up! I tell you, I want to give these 
                         things! I want to give them to the 
                         audience, and I can give them, I 
                         will give them, so shut up!

               She is seething. Gorgeous. Alive.

               He smiles, watching her.

                                     CLIFFORD
                         Good, good. Give them that.

                                     FRANCES
                         What?

               As she feels the anger coursing through her body she realizes 
               what he's talking about. She looks at him, still breathing 
               heavily. Gradually her face turns toward a smile.

               He reaches out and, with exquisite tenderness, kisses her.

               INT. ODETS' APARTMENT - NIGHT

               Later. They enter slightly drunk, laughing. He takes her 
               coat.

                                     CLIFFORD
                         Madam...?

                                     FRANCES
                         Thank you.

               She's looking at the apartment. He sees her. A dark thought 
               flickers across his face, and he breaks into an exaggerated 
               act:

                                     CLIFFORD
                         Oh my God! Frances, I'm such a cad. 
                         I can't go through with this. My 
                         wife is in Europe, but this is her 
                         house...
                              (gesturing off)
                         her bedroom. I can't ask you to...

                                     FRANCES
                              (playing along)
                         Oh well. I guess I better leave then.

               She starts to put on her coat. He watches her.

                                     CLIFFORD
                         Okay, but come here first.

                                     FRANCES
                         Huh.

                                     CLIFFORD
                              (Leading her down 
                              hall)
                         Come here. I want to show you 
                         something.

               He opens the bedroom door.

               INT. BEDROOM - NIGHT

               The bed is drawn back, and the sheets are sprinkled with 
               rose petals.

               Frances' eyes are large.

               The kiss is very hungry now.

               INT. BEBE'S PANELLED OFFICE - HOLLYWOOD - DAY

               Bebe's huge desk. Variety Headline: "ACTRESS FIGHTS FASCISM!" 
               Next to the newspaper are a dozen pencils which Bebe is lining 
               up precisely parallel. His expression is totally obsessive, 
               crazed.

               Behind him a woman (TORA) is cutting his hair. A STUDIO LAWYER 
               paces nearby.

                                     LAWYER
                         And on top of her political 
                         activities, now she's got a lawyer. 
                         She wants out of her contract, Mr. 
                         Bebe. She says she's through with 
                         motion pictures.

                                     BEBE
                              (muttering)
                         I'm sure it wasn't me, it wasn't 
                         me...

                                     LAWYER
                         Excuse me, sir?

                                     BEBE
                         I don't know who she fucked to get 
                         where she is, but I don't think it 
                         was me.

               Tora is massaging the back of Bebe's neck. He's oblivious.

                                     LAWYER
                              (startled)
                         Well... you could always dump her, 
                         Mr. Bebe. Teach her a lesson. There 
                         are a million beautiful girls out 
                         there who don't give a damn about 
                         politics.

                                     BEBE
                         That's not the point. Frances Farmer 
                         has the world by the tit because of 
                         this studio, and now she thinks she 
                         can waltz off without a thank you. 
                         No. No, that young lady has a 
                         contract, and she's going to honor 
                         it.

                                     LAWYER
                         Oh. I mean, good.

                                     BEBE
                         I think it's time to take the gloves 
                         off.
                              (scowls, speaks into 
                              intercom)
                         Get me some reporters.
                              (afterthought)
                         Particularly Louella Parsons!

               During this conversation, Bebe has been drawing on the 
               Variety. We now see his work. Beneath the headline was a 
               photo of Frances, on whom Bebe has drawn a mustache.

                                                                    CUT TO:

               OMITTED

               EXT. BELASCO THEATRE - NIGHT

               The marquee for "Golden Boy" reads "Held Over". USHERS are 
               opening the glass doors from the empty lobby onto the street. 
               We HEAR thunderous applause from the inside.

               EXT. BACKSTAGE DOOR - ALLEY - NIGHT

               Frances emerges from the stage door to a throng of AUTOGRAPH 
               SEEKERS. She smiles tiredly, but good-naturedly complies. A 
               little ways back stands a boyish YOUNG MAN holding a single 
               red carnation. When the Autograph-seekers are satisfied and 
               all but a few have trailed away, the Young Man steps forward.

                                     YOUNG MAN
                         Miss Farmer... I've never done this 
                         before... but... I had to tell ya' 
                         you're great!

               He shyly hands her the flower.

                                     FRANCES
                         Thank you very much. I'm glad you 
                         liked the play.

               She smiles and begins to walk away. The Young Man follows 
               her.

                                     YOUNG MAN
                         I'm really sad it's closing. Now 
                         what am I gonna do on Tuesday nights?

                                     FRANCES
                         You can always come see it in London.

                                     YOUNG MAN
                         Only if you were in it. Are you?

                                     FRANCES
                         I wouldn't miss it.

                                     YOUNG MAN
                         Boy, I'd love to... but I'm going to 
                         Hollywood.

                                     FRANCES
                              (smiling)
                         Are you an actor?

                                     YOUNG MAN
                         Hell yes!... well, okay, I'm still 
                         in school. But as soon as I 
                         graduate... California, here I come!

                                     FRANCES
                              (after a pause)
                         Are you really serious? About acting?

                                     YOUNG MAN
                         Why... yes.

                                     FRANCES
                         Then don't go to Hollywood.

                                     YOUNG MAN
                         Why?

                                     FRANCES
                         I'm telling you straight, if you 
                         have any serious ambitions, stay 
                         clear of the place. It'll crush you.

                                     YOUNG MAN
                         You sound as if you hate it.

                                     FRANCES
                         No, I don't hate it.

               Again she walks on. He follows.

                                     YOUNG MAN
                         Aren't you ever going back?

                                     FRANCES
                         ...Not if I can help it.

                                     YOUNG MAN
                         Gosh! You'll break a lot of hearts.

                                     FRANCES
                         They'll mend.

                                     YOUNG MAN
                              (after a pause)
                         What about your husband?

               Frances stops walking, her eyes shoot to the Young Man's 
               face.

                                     FRANCES
                         What?

                                     YOUNG MAN
                         Will you be getting back together? 
                         When you quit Hollywood, I mean.

                                     FRANCES
                         What is this?

               The Young Man suddenly seems much older, and there is no 
               sign of the awkward boyishness.

                                     YOUNG MAN
                         Is it true you're getting a divorce? 
                         Comrade?

                                     FRANCES
                         Why, you... you little bastard!

               The Young Man grins.

                                     YOUNG MAN
                         Thanks for our chat, Miss Farmer. Be 
                         seeing you.

               He begins to walk away.

                                     FRANCES
                         Just one minute...

                                     YOUNG MAN
                              (turning)
                         You're wasting your time, lady. 
                         Nothing's off the record with me.

               He is gone.

               OMITTED

               INT. WORKING CLASS BAR - NIGHT

               Odets sits at a table in back, drinking and writing in a 
               notebook. Frances comes up to him.

               He smiles, draws her to him for a hug.

                                     ODETS
                         How'd it go?

               She hesitates, still affected by the incident outside the 
               theatre.

                                     FRANCES
                         'But how do I know you love me?'

                                     ODETS
                         Your big speech?

                                     FRANCES
                         'How do I know it's true? You'll get 
                         to be the champ. They'll all want 
                         you, all the girls! But I don't care. 
                         I've been undersea a long time. When 
                         they'd put their hands on me I used 
                         to say, "This isn't it! This isn't 
                         what I mean!" It's been a mysterious 
                         world for me! But Joe, I think you're 
                         it! I don't know why, I think you're 
                         it. Take me home with you.'

                                     ODETS
                              (smiling)
                         I already have.

               She nods, turns her back to him.

                                     FRANCES
                         How's it sound?

                                     ODETS
                         The speech? Real good.

                                     FRANCES
                         You think I got it?

                                     ODETS
                         You got it.

                                     FRANCES
                         Yeah. Yeah, tonight I think I got 
                         it.

               She is crying.

               OMITTED

               INT. ODETS' APARTMENT - DAY

               Frances comes in the front door with a bag of groceries, 
               removes her key. Walks into the living room, stops short. 
               Clurman is sitting on the couch, a bottle and two glasses in 
               front of him.

                                     FRANCES
                         Hello, Harold.

                                     CLURMAN
                              (nodding)
                         Frances.

                                     FRANCES
                              (looking around)
                         Where's Clifford?

                                     CLURMAN
                         He's not here.

                                     FRANCES
                         Oh.

               She sits.

                                     CLURMAN
                         Bourbon?

               He pours. She drinks hers, watching him.

                                     FRANCES
                         What's up?

                                     CLURMAN
                         I hear you're meeting with the studio 
                         lawyers to get out of your contract.

                                     FRANCES
                         That's right. I don't want them 
                         breathing down my neck while we're 
                         in London.

                                     CLURMAN
                         Well... well, you see, that's the 
                         point. You won't be opening in London.

               Frances looks like she's been punched in the stomach.

                                     FRANCES
                              (insecure)
                         You don't think I'm good enough?

                                     CLURMAN
                         What?! Good Lord no, it's just... 
                         It's money. We needed backing and... 
                         well, we found it.

                                     FRANCES
                         Who?

                                     CLURMAN
                         An actress.

                                     FRANCES
                         A rich actress.

                                     CLURMAN
                         Yes. That's the deal. She plays Lorna.

                                     FRANCES
                              (growing angry)
                         But... but wait a minute. We're 
                         supposed to be different, right? 
                         Clifford says... This theatre is 
                         supposed to be different! And this 
                         play... this play is all about what 
                         greed and money do to people!

                                     CLURMAN
                         I know, but --

                                     FRANCES
                              (over his line)
                         What does Clifford say?

                                     CLURMAN
                         Right now we have to be practical.

                                     FRANCES
                         Does Clifford even know?
                              (off his silence)
                         You didn't tell him, did you?
                              (standing)
                         I'm gonna tell him. Where is he?

                                     CLURMAN
                         He knows, Frances.

               She collapses back into her seat. Her head is swirling.

                                     CLURMAN
                              (gently)
                         He approved it.

               She's glaring at him. He hands her a letter.

                                     CLURMAN
                         I'm very sorry, but... well, Hollywood 
                         wants you back, right?

               Her eyes fill with rage. She hurls her drink in his face.

                                     FRANCES
                         Prick!

               He stands and, with as much dignity as he can muster, leaves. 
               Frances is shaking. She rips open the letter he gave her. 
               Stares at it in horror...

               OMITTED

               INT. BOOKIE JOINT - DAY

               Plain room. A few tables with phones, men on the phones 
               writing down numbers. Behind them are blackboards with horses' 
               names and prices. Off to one side Harry is conferring with 
               the OWNER.

                                     HARRY
                         Of course it can be done, "Mr. Jones," 
                         but it's how you do it. There's a 
                         way to pay off L.A. cops and a way 
                         to get yourself arrested. First you 
                         gotta know who to approach --

               A Man at one of the phones looks up, calls.

                                     MAN AT PHONE
                         You Harry York?

               Harry nods, startled. The Man at the table holds up the phone 
               and goes to his next call.

               Harry takes the phone.

               OMITTED

               INT. ODETS' APARTMENT - NEW YORK - NIGHT

               Frances on the phone. A half-packed bag lies on the bed. A 
               bottle and glass sit beside her. She's been crying and 
               drinking.

                                     FRANCES
                         Harry? Harry, where are you?!

                                     HARRY (V.O.)
                         Jesus, Frances, how'd you find me?

                                     FRANCES
                         I called your god-damned office! I 
                         want you to kill him, Harry. You'll 
                         do that for me, won't you? I loved 
                         him, I loved him... that bastard.

               OMITTED

               INT. BOOKIE'S OFFICE - NIGHT

                                     HARRY
                         Calm down, Frances.

                                     FRANCES (V.O.)
                         Don't tell me what to do, just give 
                         me his head on a platter!

               OMITTED

               INT. ODETS' APARTMENT - NEW YORK - NIGHT

               Frances unfolds the crumpled letter Clurman gave her.

                                     FRANCES
                         Two lines! Two fucking lines! 'My 
                         wife returns from Europe tomorrow. I 
                         can't see you any more.' Just like 
                         that!

                                     HARRY (V.O.)
                         Frances...

                                     FRANCES
                              (sobbing)
                         Harry, I hate being in love. I don't 
                         ever want to be in love again. I 
                         just hate it!

               OMITTED

               INT. BOOKIE JOINT - DAY

               With the patter of the bookie taking bets beside him, Harry 
               listens to Frances' sobs.

                                     HARRY
                         I know, Frances... I know.

               He HEARS a CLICK on the other end. He hangs up and heaves a 
               long slow sigh.

                                                                  FADE OUT:

               FADE IN:

               INT. SOUND STAGE - FLOWING GOLD SET - DAY

               Frances, in a pair of overalls, falls face down into mud.

               INT. SOUND STAGE - FLOWING GOLD SET - LATER

               We SEE the slate: 'Flowing Gold', Scene 31A, Take 11... then 
               the same action is repeated from a slightly different angle. 
               Next to her is an old car, its wheels mired in mud.

               INT. SOUND STAGE - FLOWING GOLD SET - LATER

               Slate: Take 12. She falls again, this time splattering mud 
               all over her face and hair. She lies still for a moment, 
               gritting her teeth.

               Sitting comfortably in a nearby director's chair is a DIRECTOR 
               reading Daily Variety. The headline reads: "STUDIO WINS FARMER 
               WAR ON HOLLYWOOD." Behind the Director, off to one side, 
               stands Bebe. The A.D. tugs on the Director's sleeve:

                                     A.D.
                         How was that?

                                     DIRECTOR
                              (looking up)
                         Good, good. One more time.

                                     FRANCES
                              (standing)
                         For God's sake... why?

                                     DIRECTOR
                         Because we want to get it perfect... 
                         just the right combination of fury 
                         and confusion. You can understand 
                         that, can't you, Miss Farmer? We're 
                         serious artists here, right? Right.

               The Director glances toward Bebe, who nods with satisfaction.

               Frances watches this interaction. She hesitates, then 
               approaches Bebe. She wipes some mud from her face and drops 
               it at her feet.

                                     FRANCES
                         Look, Mr. Bebe, you can hold me to 
                         my contract, but you can't break me. 
                         I'm back, and I'm gonna make the 
                         best of it.

                                     BEBE
                              (somewhat snidely)
                         I'd like nothing better.

               She turns and walks, with an air of pride, to her wardrobe 
               trailer.

               EXT. ELEGANT BEACHFRONT HOME - NIGHT

               Lights everywhere. Cars line the driveway. We HEAR the SOUND 
               of a large party.

               A car pulls up. BOB BARNES gets out, goes around to open the 
               door for Frances. She's exhausted. She doesn't move.

                                     BARNES
                         Well... come on.

                                     FRANCES
                         This is a mistake. No. This is a 
                         disaster.

                                     BARNES
                         Come on, it's just what you need! 
                         Let everyone see you. Talk to them, 
                         live it up!

                                     FRANCES
                              (tiredly)
                         But we've been at it since six this 
                         morning. At least you could've let 
                         me go home and change.

                                     BARNES
                         Look, Frances, I didn't want this 
                         job. Think I'm crazy? But you begged 
                         me: improve your image. So please... 
                         lemme try, huh?

                                     FRANCES
                              (getting out)
                         You're right. I'm sorry.
                              (sighs)
                         Okay, let's go get 'em.

                                     BARNES
                              (taking pills from 
                              pocket)
                         Here, take a few of these. Studio 
                         makes 'em in the basement. They keep 
                         the fat off.

                                     FRANCES
                              (joking)
                         So not only am I a troublesome bitch, 
                         but I'm fat too?

                                     BARNES
                         Come on. They make you feel nice and 
                         peppy.

               She nods, takes a few. They head for the door.

               INT. HOUSE - ENTRY HALL - NIGHT

               The DOORBELL CHIMES. The hostess, CONNIE, a pleasant-looking 
               woman, answers the door.

                                     BARNES
                         Hi! Bob Barnes! Looks like a swell 
                         party!

                                     CONNIE
                              (pleased)
                         Frances!

               As they embrace, Frances looks around with trepidation:

                                     FRANCES
                              (whisper)
                         God, who's here?

                                     CONNIE
                              (also whispering)
                         The usual vermin, I'm afraid.

               Barnes tries to pull Frances inside.

               She sees a flurry of waiting faces. Everyone's watching her.

                                     FRANCES
                              (sotto voice)
                         Get me a drink.

               Barnes nods, concerned, and crosses to the bar.

                                     FRANCES
                         Hi everybody.

               Some people seem amused, some curious, some scornful. The 
               Director from the mud scene nods to her. Connie is at her 
               side for support. A voice from somewhere pierces the chatter:

                                     SNIDE VOICE
                         So nice to have you back, Frances.

               As Barnes returns with her drink, she turns to Connie:

                                     FRANCES
                         Connie, can I use the upstairs 
                         bathroom?

                                     CONNIE
                         Sure.

               INT. UPSTAIRS BATHROOM - NIGHT

               Later. Frances lies in a bubblebath, relaxing, sipping her 
               drink. She obviously feels a lot better. Someone knocks.

                                     FRANCES
                         Come in.

               A FAT MAN ENTERS, stares at her.

                                     FRANCES
                              (relaxed)
                         Hi.

               He is dumbfounded. He slowly retreats into the hall.

               INT. DOWNSTAIRS LIVING ROOM - NIGHT

               Barnes is talking to a Young Man whom we recognize as the 
               reporter who tricked Frances in New York.

                                     BARNES
                         You wouldn't believe the offers! 
                         Just piling in. I mean piling. Some 
                         of the best scripts I've read in 
                         years!

                                     YOUNG REPORTER
                              (sarcastic)
                         Yes? My employer will be glad to 
                         hear that.

                                     BARNES
                         Louella? Is she here?

                                     YOUNG REPORTER
                         How could you miss her?

               He nods toward a hard-faced OLDER WOMAN surrounded by 
               admirers.

                                     BARNES
                         Louella's here and I'm talking to 
                         you?

               INT. UPSTAIRS BEDROOM - NIGHT

               We SEE the open door to the bathroom. Frances, with a towel 
               around her, is going through Connie's closet. Barnes KNOCKS.

                                     BARNES
                         Frances?
                              (enters, sees her)
                         Oh no.

                                     FRANCES
                         Refill my drink, will you, Bob?

                                     BARNES
                              (aghast)
                         What're you doing?

                                     FRANCES
                         Putting on my armor.

                                     BARNES
                         Come on, Frances. Louella Parsons is 
                         here. She wants to talk to you, help 
                         you out.

                                     FRANCES
                              (musing)
                         Louella... didn't she call me a 
                         spoiled little bitch?

                                     BARNES
                         Come on, she's an important columnist! 
                         What's the matter? I thought you 
                         wanted these people to forgive you.

                                     FRANCES
                              (darkly)
                         'Forgive'...? For What?

                                     BARNES
                         I'm sorry... that was an unfortunate 
                         choice of words.

               Frances pulls down a dress and inspects it.

                                     FRANCES
                         You're not kidding.
                              (firmly)
                         Get me a refill, Bob. I'll be down 
                         in a minute.

               He nods and retreats out the door.

               INT. DOWNSTAIRS LIVING ROOM - NIGHT

               Everyone chattering away... then hushing slightly. Heads 
               turn: Frances is descending the stairway in one of Connie's 
               dresses. She looks absolutely radiant... like some kind of 
               goddess.

               Barnes, looking very pleased at her appearance and the others' 
               reaction, hands her the drink.

                                     FRANCES
                         Thank you.

               Then the Young Reporter steps forward.

                                     YOUNG REPORTER
                              (his callow youth act)
                         Gee, awful good to see ya again, 
                         Miss Farmer.

               Frances bristles. Barnes looks on nervously: It's all becoming 
               unravelled again.

                                     YOUNG REPORTER
                         My employer would like to know 
                         something very important: is it true 
                         your friend Clifford sleeps in the 
                         nude?

               Frances is broiling. She stares at him. Under her steady 
               gaze, the snide smile gradually fades from his face.

                                     FRANCES
                         You seem like an intelligent young 
                         man.

                                     YOUNG REPORTER
                         Huh?

                                     FRANCES
                         Can't you find a more dignified way 
                         to make a living?

               He blanches. This hits home. Frances turns on her heel and 
               leaves.

               EXT. HOUSE - NIGHT

               Frances rushes out, followed by Barnes and a few curious 
               partygoers. She is very upset. Tight. Holding it in. Barnes 
               pleads with her, tries to stop her, but she leaps in the car 
               and speeds off, spewing gravel over him. The partygoers salute 
               her with their drinks.

               EXT. A CLIFFSIDE COCKTAIL LOUNGE - NIGHT

               In the pale moonlight we SEE the dim outline of a poster 
               tacked to the outside wall. The highway disappears down to 
               the sea glittering dully in the distance. We HEAR the RISING 
               SOUND of an approaching car. Its headlights crest the hill, 
               illuminating the poster, showing a woman driving an open 
               car, seated beside the outline of a familiar mustached figure. 
               The poster reads, "When You're Riding Alone, You're Riding 
               with Hitler." The lights grow brighter, almost blinding. The 
               car, accelerating furiously, flashes by. Then we HEAR a 
               motorcycle start up. It emerges from the blackness and speeds 
               off in pursuit. A roadsign reads: "Dimout Zone."

               Frances drives fast, tears running her face.

               The MOTORCYCLE COP pulls up alongside and shouts, "Pull over!" 
               She hesitates. He waves insistently. Gradually she slows. He 
               gets off his bike and walks over, preparing the usual lecture.

                                     COP
                         Okay...

               He leans over the car and sees Frances, her hair wild and 
               tangled.

                                     COP
                              (a come-on)
                         Hey, where's the fire, sister?

                                     FRANCES
                              (sarcastic)
                         In my eyes, officer.

                                     COP
                         Cool off, beautiful. Didn't you see 
                         the sign says "Dimout Zone?"
                              (switching off her 
                              lights)
                         There's a war on, you know?

                                     FRANCES
                         Come on. You're seriously trying to 
                         tell me the Japs can't find Los 
                         Angeles without my headlights?

                                     COP
                              (testy)
                         I didn't make the law, lady. I just 
                         enforce it.

               She switches her headlights back on.

                                     FRANCES
                         God, you bore me.

               She starts the car. The Cop, angry now, lunges in and grabs 
               the keys.

                                     FRANCES
                         Don't touch me!

               She leaps out of the car. The Cop turns off the car lights. 
               As Frances passes his motorcycle, she switches on its lights.

                                     COP
                         Hey!

               He runs after her, turning off the motorcycle lights on the 
               way. When he catches her, he grabs her arm. She struggles, 
               grabs the flashlight from his belt. She switches it on and 
               holds it high, its beam spearing wildly out to sea. He lunges 
               for it, knocks her down. They struggle. He rolls on top of 
               her, pinning both her arms with one hand... trying to handcuff 
               her. She writhes, knees him in the balls. She crawls away, 
               desperately clawing at loose stones. The Cop, angry now, 
               hurls her down again and manages to get the cuffs on. As 
               they dig into her wrists, she tries to bite him. The Cop, 
               winded from the battle, yanks her to her feet and drags her, 
               kicking and screaming, to his motorcycle. He pulls out his 
               radio mike.

                                     COP
                              (panting)
                         Santa Monica, this is motor six-sixty-
                         six. I got a live one here.

                                                                  FADE OUT:

               FADE IN:

               OMITTED

               EXT. BEACH HOUSE BALCONY - DAY

               CLOSE ON front page of the Los Angeles Times, October 1942. 
               The headlines read: "24 Jap Ships Sunk", "Errol Flynn Sex 
               Trial Delayed", "Frances Farmer Arrested on Drunk Driving 
               Charge -- Actress Gets $250 Fine and Six Months Probation."

               CAMERA PULLS BACK to show several newspapers spread out on 
               the balcony of Frances' beach house. As the papers ruffle in 
               the wind, a little kitten swipes at them.

               Frances sits in the sun writing in her diary, the same one 
               we saw at the opening of the film. A man's shoes COME INTO 
               VIEW.

                                     HARRY (O.S.)
                         Got any ginger beer?

               She turns, surprised and pleased to see him.

                                     FRANCES
                         Take a look.

               He walks off into the kitchen. She puts her diary away.

                                     FRANCES
                              (calling)
                         How the hell do you find me anyway?

                                     HARRY (O.S.)
                         Animal magnetism!
                              (she laughs)
                         No ginger beer. What's this red stuff?

                                     FRANCES
                         What's left of my blood.

                                     HARRY (O.S.)
                         Think I'll have a glass.

                                     FRANCES
                         Help yourself. Everyone else has.

               Harry returns, sipping the drink.

                                     HARRY
                         Very tasty.

               She smiles.

                                     HARRY
                              (looking around)
                         Nice joint. Can you afford it?

                                     FRANCES
                         Nope. The studio pays. Thank you, 
                         Harry.

                                     HARRY
                         What for?

                                     FRANCES
                         For not chopping off his head and 
                         serving it to me on a platter.

                                     HARRY
                         Well, I would have, you know? I just 
                         didn't know how to cook it.

               She laughs.

                                     HARRY
                         Six months' probation...? You gotta 
                         learn when to do battle, Farmer. 
                         You're not going to win many bouts 
                         with 200 pound cops.

                                     FRANCES
                         I took the early rounds.

                                     HARRY
                              (laughs)
                         I'll bet.

                                     FRANCES
                         I don't know. It hurts, Harry. Some 
                         things, no matter what you do with 
                         them, they just hurt.

                                     HARRY
                         So you drink, and you fight with a 
                         cop...?

                                     FRANCES
                         Yeah, and you look at people and you 
                         wonder who the hell they are, what's 
                         going on inside their heads. Sometimes 
                         you can hear it, like a buzzing, the 
                         things that happen in their heads. 
                         And you wonder: does anybody ever 
                         love anybody, really?

                                     HARRY
                         Beats me.

               Beat.

                                     FRANCES
                         I gotta get outta here. I gotta get 
                         out of this town.

               We see a thought come to him.

                                     HARRY
                         Hey look, I got some business down 
                         in San Diego. Whattaya say you come 
                         with me, stay a few days?

                                     FRANCES
                         No, Harry, I can't --
                              (right now)

                                     HARRY
                         You're coming.

               OMITTED

               INT. SAN DIEGO BAR - NIGHT

               Waterfront bar, full of SAILORS, WHORES, and HEAVY DRINKERS. 
               Hanging over the bar is San Diego paraphernalia.

               Frances and Harry sit at a table. Heavy boozing has led to 
               philosophizing:

                                     FRANCES
                         You know... when I started acting, 
                         you know what I wanted?

               He grunts: what?

                                     FRANCES
                         I just wanted to be part of 
                         something... one thing, one play or 
                         one movie, something that was really 
                         fine... memorable. And I could say: 
                         I did that, I made something good.

                                     HARRY
                         And?

                                     FRANCES
                         Well... to get a crack at something 
                         good, you gotta earn it, you gotta 
                         climb the ladder first. So you do, 
                         you work hard, and all these people 
                         behind you are pushing you up, 
                         shouting you on. And then one day 
                         you realize you are, you're at the 
                         top... and there's nothing there. 
                         And you look behind you and there's 
                         no one below. You're just left there 
                         all alone... swaying in the god-damned 
                         breeze.

               In the background, we SEE a DRUNKEN SAILOR lurching toward 
               their table.

                                     HARRY
                         Well, like the man said: "You can 
                         make a fresh start with your last 
                         breath."

               The Sailor trips and falls across their table, spilling beer 
               on Frances and knocking things over.

                                     FRANCES
                              (irritated)
                         Hey, watch it.

                                     SAILOR
                              (eyeing her 
                              suggestively)
                         Watch what?

                                     FRANCES
                         Get away from me, you foul slime.

                                     SAILOR
                         That's no way for a lady to talk.

                                     HARRY
                         Take a walk, pal.

                                     FRANCES
                         Who said I was a lady?

                                     SAILOR
                         Sorry I insulted you... bitch.

                                     HARRY
                         Hey!

                                     FRANCES
                         Ahhh, go eat a toilet seat.

               The Sailor goes berserk, takes a swing at Frances. Harry 
               leaps in to protect her, starts to fight with the Sailor. 
               Frances joins in; she's not going to let anyone fight her 
               battles. The Sailor's BUDDY enters the fracas. Everyone's 
               getting hit. As the melee continues we:

                                                               DISSOLVE TO:

               EXT. FRANCES' BEACH HOUSE - DAY

               A cab pulls up. Frances gets out. She looks weary and has a 
               bruise on her cheek. A car is parked in the driveway. She 
               frowns at it, shrugs, and carries her suitcase toward the 
               house.

               INT. BEACH HOUSE - DAY

               She enters with her bags, then drops them, stunned. The house 
               is stripped bare. A MAN holding a measuring tape comes out 
               of the bedroom.

                                     FRANCES
                         What happened? Who're you?

                                     MAN
                         Who're you?

                                     FRANCES
                         I live here.

                                     MAN
                         You're Farmer? Oh... Well, look, 
                         they took your stuff out. Moved it 
                         to some hotel, I think.

                                     FRANCES
                         What?

                                     MAN
                         I'm preparin' it for the next tenant, 
                         he's coming in tomorrow.

               Frances stares at him, dumbfounded.

                                                              SMASH CUT TO:

               INT. HOTEL SUITE - DAY

               Frances on the phone. Boxes spread out, their contents strewn 
               over the floor, tables, etc. Frances is going through various 
               piles, again and again, looking for something...

                                     FRANCES
                              (muttering)
                         God damn it, god damn it...
                              (into phone)
                         Yes, I'll wait, I'm waiting...
                              (to herself)
                         I don't believe this. They can't do 
                         this to me!

               She takes a long drink, sifts through a pile, then throws it 
               on the bed in disgust. We HEAR a voice on the phone.

                                     FRANCES
                              (into phone)
                         Barnes? It's my diary! They stole my 
                         fucking diary! Find it, will you? 
                         Find it! God damn it, that's my life!

               She slams down the phone.

               INT. STAGE - MOVIE SET - DAY

               The crew is idle and the Director paces, muttering:

                                     DIRECTOR
                         Never. Never again. I swear, I swear 
                         I will never work with this broad --

               Frances, looking pretty hung-over, enters blithely.

                                     DIRECTOR
                         You're four hours late! It's insane! 
                         It's unprofessional!

                                     FRANCES
                         I'd say I'm behaving as professionally 
                         as anyone else in this town.

                                     DIRECTOR
                         Where were you?!

                                     FRANCES
                         Terribly, terribly sorry; I overslept. 
                         What's the name of this fine 
                         entertainment we're all so involved 
                         in?

               The Director clenches his fists as though about to punch 
               her.

                                     FRANCES
                              (looking blearly at 
                              the slate)
                         Oh yes. "No Escape." That's it. 
                         There's no escape.

               She walks to her dressing room as the Director explodes anew.

               INT. FRANCES' DRESSING ROOM - DAY

               Small, cramped; not like the earlier one we saw. The 
               Hairdresser -- whom we recognize as Tora, the woman who cut 
               Bebe's hair -- stands waiting, holding her brushes and looking 
               vexed. Frances enters.

                                     TORA
                         It's about time! You're not the star 
                         on this show, y'know!

               Frances sits. Tora begins brushing her hair, yanking Frances' 
               head back with each stroke. Building tension...

                                     TORA
                         Of course, it's not up to me to say 
                         anything. I'm just crew... Y'know, 
                         you hair's so fine you'll lose it if 
                         you're not careful. Wonder you all 
                         don't, the things you do to 
                         yourselves. In fact, I think you are 
                         already... Fact, I think you better --

               Frances cries out and twists around suddenly. Tora is thrown 
               back: stumbling... falling... hitting her jaw against a chair.

                                     FRANCES
                         That's it! I'm not taking this any 
                         more! I quit!

               She storms out. Tora is left moaning, holding her jaw.

               INT. STAGE - MOVIE SET - DAY

               Frances marches across it. Everyone stares.

                                     FRANCES
                         Goodbye!... goodbye!... goodbye!...

               When she reaches the exit door, she turns and bows to them 
               all, grandiloquently.

               INT. FRANCES' HOTEL ROOM - NIGHT

               She's snoring in bed. Face down, spread-eagled. The light is 
               on. A whiskey bottle (three-quarters empty), a tumbler (three-
               quarters full), and a bottle of pills sit on the night table.

               The phone RINGS. She winces, groans, tries to open her eyes 
               then squeezes them together: hung over. Her arm flails out, 
               finds the light and turns it off.

                                     FRANCES
                         Shit.

               The phone keeps RINGING. Her arm gropes for it.

               A loud POUNDING at the door.

                                     FRANCES
                         What the hell's going on here?
                              (calls)
                         Hold on!
                              (answering phone)
                         Hello...
                              (we HEAR a dial tone)
                         Hello?

               The POUNDING at the door becomes violent. Someone's breaking 
               it down.

                                     FRANCES
                         Hey!

               The door splinters.

                                     FRANCES
                         What...? Help!

               Men stream into the room. Back-lit from the hall they look 
               like monsters, phantoms. They're carrying sticks.

               Frances screams and runs naked into the bathroom.

                                     FRANCES
                         Don't kill me! Don't kill me!

               She slams the door on the advancing figures.

               INT. BATHROOM - NIGHT

               Frances leans her weight against the door.

                                     FRANCES
                         Mama, help me, help me, Mama! Don't 
                         let them kill me!

               It's too much for her. She's shoved back, falling to the 
               floor. The door flies open revealing THREE LARGE COPS. Leering 
               at her. Frances clutches at the shower curtain, trying to 
               cover herself.

                                     COP
                         Get your clothes on.

                                     FRANCES
                              (crying)
                         You have no right! You have no fucking 
                         right, you bastards! Get the hell 
                         out of here --

                                     COP
                         Get your clothes on, lady --

                                     FRANCES
                         GET OUT!

                                     COP
                         You're under arrest.

               OMITTED

               INT. SANTA MONICA POLICE STATION - NIGHT

               Frances is being led to the booking desk. All around her 
               Photographers snap her picture, and Reporters walk alongside 
               subjecting her to a never-ending barrage of questions. Frances 
               just smokes a cigarette and smiles grimly at the dour-faced 
               SERGEANT facing her.

                                     SERGEANT
                         Name?

                                     FRANCES
                         I don't believe this! You jerks drag 
                         me down here in the middle of the 
                         night and you don't even know who 
                         the hell I am!

               The Photographers laugh.

                                     SERGEANT
                         Age?

                                     FRANCES
                         Fifteen.

                                     SERGEANT
                              (bristling)
                         Address?

                                     FRANCES
                         Just put me down as a avg -- a vagrant 
                         vagabond. Come on, this is a joke! 
                         Assault and battery? I barely touched 
                         that bitch!

                                     SERGEANT
                         Occupation?

               Frances considers for a moment, then smiles matter-of-factly.

                                     FRANCES
                         Cocksucker.

               The Sergeant reddens. Frances laughs as the Photographers 
               snap their shots.

               INT. WOMEN'S JAIL - CELL BLOCK - NIGHT

               TWO MATRONS escort Frances to her cell. She shakes their 
               hands off her arms and enters. They slide the door shut. 
               Photographers press up to the bars. Frances calls after the 
               matrons.

                                     FRANCES
                         Hey! I'd like to leave a wake-up 
                         call for say, ten? Hey! I'll have my 
                         bread and water in bed!

               Frances looks disgustedly at the Photographers and lies down 
               heavily on the cot.

                                     PHOTOGRAPHER
                         Hey Frances! Why don't you comb your 
                         hair, okay?

                                     FRANCES
                         ...Take me the way I am.

               INT. COURTROOM - DAY

               Frances, looking disheveled, dazed, and over-tired from a 
               sleepless night in jail, stands alone before the JUDGE. Next 
               to the PROSECUTOR sits Tora, her jaw heavily bandaged, glaring 
               at Frances. The spectator's section is packed.

                                     JUDGE
                         ...Is that not true?

                                     FRANCES
                              (under her breath)
                         Who's writing this guy's lines?

                                     JUDGE
                         Answer the question! Have you driven 
                         a car since you were placed on 
                         probation?

                                     FRANCES
                         No, I couldn't get my hands on one.

                                     JUDGE
                         Have you reported to your Probation 
                         Officer as directed?

                                     FRANCES
                         I never saw him. Why didn't he show 
                         up?

                                     JUDGE
                         Did you expect him to look you up?

                                     FRANCES
                         Why, certainly. I wanted to get a 
                         peek at his face...

               Suppressed laughter ripples through the courtroom.

                                     JUDGE
                         You're on your way to a contempt 
                         citation, young lady.

                                     FRANCES
                         That's fine with me...
                              (turning to spectators)
                         Get it? Fine. A fine! Hey c'mon, 
                         c'mon, what is this, an audience or 
                         a jury?

                                     JUDGE
                         Miss Farmer, is it true you fought 
                         with the policeman who arrested you 
                         last night?

                                     FRANCES
                         Sure it's true. I was fighting for 
                         my country as well as myself.

                                     JUDGE
                         Miss Farmer, you were advised at the 
                         last hearing that if you took one 
                         drink of liquor or failed to be a 
                         law-abiding citizen --

               Frances moves closer to the bench.

                                     FRANCES
                         Are you telling me you didn't have a 
                         little rum in your pineapple juice 
                         this morning? I can smell it from 
                         here, Your Honor.

               The courtroom erupts into surprised laughter.

                                     JUDGE
                         That's enough!

               Frances laughs triumphantly and spears the air with her 
               finger, pointing at the Judge.

                                     FRANCES
                         It's the truth! I can smell it from 
                         here -- you old hypocrite!

               The laughter grows. The Judge bangs his gavel.

                                     JUDGE
                         Miss Farmer! In light of your flagrant 
                         disregard for the conditions of your 
                         probation, coupled with the 
                         unwarranted assault on the Plaintiff 
                         here... I am forced to order you to 
                         begin serving a sentence of 180 days 
                         in the County Jail.

                                     FRANCES
                         Fine!

                                     JUDGE
                              (rising)
                         You are a deeply troubled young 
                         lady... I only hope you change your 
                         course before it's too late.

               The Judge pounds his gavel. Frances is about to say something 
               when suddenly the realization of what's happening hits her. 
               The Judge is leaving the bench. A REPORTER runs out of the 
               room.

                                     FRANCES
                              (frightened now)
                         Wait a minute... I haven't got a 
                         lawyer...

               The Judge ignores this.

                                     FRANCES
                              (shouting)
                         What I want to know is do I have any 
                         civil rights?

               The Judge closes his chambers door behind him. Frances turns 
               slowly. The Matrons are coming toward her.

                                     FRANCES
                         I want to make a phone call...

               She lunges at the Matrons, trying to get past them.

                                     FRANCES
                         I have a right to make a phone call!

               INT. HALLWAY OUTSIDE COURTROOM - A ROW OF PHONE BOOTHS - DAY

               The Reporter is phoning in his story. The hallway is 
               pandemonium.

                                     REPORTER
                              (from his notes)
                         "The kleig-lighted road to fame and 
                         fortune is strewn with heartbreak 
                         and despair. Today film star Frances 
                         Farmer, tarnished by alcohol and 
                         drugs" -- 'm I going too fast for 
                         ya?

               In the next phone booth we SEE Harry listening to the 
               Reporter's spiel. He regards the confusion around him with 
               calm eyes.

               EXT. THE COURTROOM DOORS - DAY

               They burst open. The Matrons and Two Cops come out carrying 
               Frances. Reporters and Photographers rush past her.

                                     FRANCES
                         They're stealing my civil rights! 
                         Help me! I'm being kidnapped! Oh 
                         God, help me! Help me!

               She suddenly sees the phone booths. Her eyes fill with tears, 
               her shoulders slump forward and her lower lip begins to 
               tremble. She no longer struggles.

                                     FRANCES
                              (to a Matron)
                         Haven't you ever had a broken heart?

               The Matron relaxes her grip and gives Frances a handkerchief. 
               Frances dabs at her eyes... wraps the kerchief around her 
               knuckles... and slugs the Matron in the jaw, sending her 
               sprawling. Frances runs to the phones.

                                     REPORTER
                         Oh my God, she's loose!

               Frances throws herself at the door of the booth. The Reporter 
               is delirious with joy: what a story!

                                     REPORTER
                         She's attacking your correspondent! 
                         Right here in the Court Building! 
                         Good God, this bitch is crazy! Someone 
                         stop her!

               Frances pounds at the door a few more times, then moves to 
               the next booth... into the arms of Harry.

                                     FRANCES
                              (a whisper)
                         Harry!

               Harry shakes his head. Before he can speak, Frances is grabbed 
               from behind and dragged toward the elevator.

                                     FRANCES
                         I have a right! I have a right!

                                     REPORTER
                              (into phone)
                         With what must surely be the final 
                         act of madness, the curtain falls on 
                         Frances Farmer's once promising 
                         career. The crazed blonde who at 
                         27...

               Harry opens the door to his booth. The Reporter looks up at 
               him.

                                     REPORTER
                         Hold it a second, Bub...

               Harry says not a word, but punches the Reporter hard in the 
               face. The Reporter sags, out like a light. In the confusion, 
               no one has noticed a thing. Harry pulls the door shut.

               INT. COURTROOM - DAY

               Frances is sitting in a wooden chair. The venetian blinds 
               over the tall windows are almost completely closed. The room 
               is dim and terribly quiet. A WOMAN is murmuring something to 
               a kindly-looking JUDGE. Another MAN is standing beside her. 
               Frances can't quite make out the words.

                                     WOMAN
                         ...and we feel that this would be 
                         more appropriate.

                                     JUDGE
                         ...a difficult decision, but, I'm 
                         sure, the proper one.

               He nods to the other Man who, together with the Woman, turn 
               away from the bench. As they pass in front of one of the 
               tall windows, Frances recognizes the Woman. It is Alma Styles.

                                     FRANCES
                         What?

               She feels an arm slip around her shoulders and she stiffens. 
               Her mother's face appears by hers.

                                     LILLIAN
                              (whispering)
                         It's alright now, little sister, 
                         everything's going to be just fine.

                                     FRANCES
                         Mama, what's...

                                     LILLIAN
                         Shhh, shhh. You're not going to jail, 
                         Frances. The Judge has put you under 
                         my care. I'll see you get the rest 
                         you need.

                                     FRANCES
                         You're taking me home!

               Two other WOMEN appear at either side of Frances and Lillian. 
               Lillian tenderly takes her daughter's face in her hands.

                                     LILLIAN
                              (smiling)
                         First things first, little sister. 
                         Trust me.

               She kisses Frances on the forehead. Frances looks at the two 
               Women. They are smiling understandingly at Lillian. Frances 
               looks a little alarmed.

               OMITTED

               EXT. ENTRANCE DRIVE - DAY

               A wood-panelled station wagon turns the corner of a tree-
               lined road and heads up toward tall wrought-iron gates. On a 
               white-washed wall are black letters: "MEADOW WOOD CONVALESCENT 
               HOME". The Station wagon, a similar sign on its door, pulls 
               up. The gates swing slowly open, and it travels up a long 
               tree-lined driveway. As it goes by, we see Frances sitting 
               in the back seat between Lillian and one of the Women from 
               the previous scene.

               The car heads up toward a large Spanish-style building set 
               back among some trees.

               INT. A SMALL OFFICE - DAY

               Frances sits in front of a desk nervously smoking a cigarette. 
               Lillian stands at a window looking out at a broad expanse of 
               well-manicured lawn ending at a row of oaks in the distance.

                                     LILLIAN
                         Why it's beautiful here! What a view!

               Lillian smiles enthusiastically at Frances, who stares 
               accusingly back: she's not falling for that.

               An awkward moment of silence. Lillian fidgets, doesn't know 
               what to say. She is rescued when the door opens and DR. 
               SYMINGTON (early 30s, glasses, white coat and ingratiating 
               smile) enters. He holds his right hand out to Frances.

                                     MAN
                         Good afternoon, Miss Farmer. I'm Dr. 
                         Symington.

               Frances stares at the proffered hand. Lillian steps in quickly 
               and takes it.

                                     LILLIAN
                         Good afternoon, Doctor.

               The Doctor winks at Frances and puts a hand on Lillian's 
               arm.

                                     SYMINGTON
                         I'm very pleased to meet you, Mrs. 
                         Farmer. I'm sure we'll have more of 
                         a chance to talk later. Right now I 
                         think it's important that your 
                         daughter have a chance to settle in. 
                         Perhaps it would be best if you said 
                         your goodbyes here.

               He smiles pleasantly. Lillian is obviously very put off by 
               the idea. She looks at Frances who stares unseeingly out the 
               window.

                                     LILLIAN
                         Oh. Well, I have some background 
                         that you should probably know about 
                         if you're...

                                     SYMINGTON
                         I have no doubt, Mrs. Farmer. If 
                         you'll speak to the girl at the desk, 
                         she'll arrange an appointment.

               He goes to the door and opens it. Lillian is momentarily at 
               a loss, but she acquiesces. She bends down and tightly hugs 
               Frances, who pats her on the back a couple of times.

                                     LILLIAN
                         I'll be back real soon, little sister. 
                         You be a good girl.

               She waits for a reply and then, getting none, starts out the 
               door.

                                     FRANCES
                              (staring out window)
                         Mama!

               Lillian turns back expectantly.

                                     FRANCES
                              (warningly)
                         ...I want to go home, Mama.

               Lillian looks to the Doctor, who nods sympathetically at 
               her.

                                     LILLIAN
                         You'll see, little sister. Everything 
                         will be fine. The doctors know best.

               She goes out and down the hall. The Doctor closes the door.

                                     SYMINGTON
                         I find these initial meetings to be 
                         much easier without the concerned 
                         relatives in attendance.

                                     FRANCES
                         Am I supposed to say 'thank you'?

                                     SYMINGTON
                         Thanks are hardly necessary.

                                     FRANCES
                         Aw, shucks, ma'am. T'weren't nothin'.

                                     SYMINGTON
                         I'm glad to see you haven't lost 
                         your sense of humor.

                                     FRANCES
                         It ain't for lack of trying.

                                     SYMINGTON
                         So it seems. May we be serious for a 
                         moment?

                                     FRANCES
                              (seductively)
                         Why, Doctor! We've only just met!

               He reddens ever so slightly and looks away.

                                     SYMINGTON
                         I feel I've known you for a long 
                         time... you see, I've followed your 
                         career... you're a fascinating case... 
                         I'm looking forward to resolving 
                         your predicament.

               Frances' face begins to set in hard planes.

                                     FRANCES
                         Oh! Are you really?

                                     SYMINGTON
                         Among persons such as yourself, 
                         creative people under great stress, 
                         erratic behavior is not at all 
                         uncommon and certainly nothing to be 
                         ashamed of. It's just that the 
                         neuroses which fuel your talent can 
                         also generate certain character 
                         disabilities which...
                              (can cripple your 
                              ability to function...)

               He stops as Frances rises and leans over his desk:

                                     FRANCES
                         Do you expect me, for one moment, to 
                         believe you have greater insight 
                         into my personality than I do?

                                     SYMINGTON
                         Please sit down...

                                     FRANCES
                         You may discuss my predicament, 
                         Doctor. You may discuss it with anyone 
                         you like, but not with me. I'm not 
                         interested. I can solve my problems 
                         without recourse to a veternarian.

                                     SYMINGTON
                         I see.

                                     FRANCES
                         Besides, I don't want to be what you 
                         want to make me.

                                     SYMINGTON
                         And what's that?

                                     FRANCES
                         Normal. Average.

                                     SYMINGTON
                         All right. Will you please sit down 
                         now?
                              (smiling)
                         Symington says.

                                     FRANCES
                         ...Did you really say that?

                                     SYMINGTON
                         Just a little joke, Miss Farmer.

                                     FRANCES
                         This whole thing is a joke!

                                     SYMINGTON
                         Stay calm, please.

                                     FRANCES
                         No, you stay calm, Doctor! But you're 
                         finding that difficult, aren't you?
                              (soft, seductive)
                         Why, are you attracted to me? Perhaps 
                         later, in some of our more intimate 
                         sessions... after we know each other 
                         a little better...
                              (turning harder)
                         and you've torn my personality to 
                         shreds, and I'm weeping and 
                         vulnerable...
                              (very hard)
                         then you'll really get your kicks, 
                         won't you, "Doctor?"

                                     SYMINGTON
                         I'll have someone show you to your 
                         room.

                                     FRANCES
                         Oh, that's good, very professional. 
                         In control. But the tiny beads of 
                         sweat on your upper lip give you 
                         away.

               Symington stares at her. With a careful, almost scientific 
               gesture he moves thumb and forefinger over his lip, then 
               rubs the two fingers together. Yes, there is sweat.

                                     SYMINGTON
                         You really should get some rest now. 
                         Nurse will meet you outside. Good 
                         day.

               He pushes a button on his desk and reaches for a folder. 
               Frances hasn't moved. She gazes at him evenly.

                                     SYMINGTON
                         Is there something else?

                                     FRANCES
                         You didn't say 'Symington says'.

               His eyes are very calm now, he smiles at her patronizingly.

                                     SYMINGTON
                         Symington says.

               INT. FRANCES' ROOM - DAY

               Small, white, spartan and rather pleasant. Lillian is standing 
               by the window, testing the locks. She turns and goes to the 
               bed, fussing with the pillow, seeming very uncomfortable. 
               She pulls at the corners of the mattress.

               The door opens and a tall, sullen-looking MATRON walks in. 
               Lillian doesn't pay much attention to her.

                                     LILLIAN
                         Not much on hospital corners, are 
                         you?

                                     MATRON
                         You Farmer?

               Something in her tone makes Lillian look up. The Matron closes 
               the door behind her and advances. Lillian assumes her full 
               height.

               INT. HALLWAY - DAY

               Frances is walking with a NURSE. They pass a variety of other 
               patients, some of whom look old or beaten but few of whom 
               seem overtly crazy.

                                     FRANCES
                         So this is the nuthouse...

               The Nurse smiles confidentially at her.

                                     NURSE
                         Honey... take my word for it. This 
                         is a resort.

               They get to the door and HEAR Lillian's protesting voice:

                                     LILLIAN (O.S.)
                         You have no right!

               They enter and SEE the Matron struggling to get Lillian's 
               coat away from her. Lillian pleads with Frances.

                                     LILLIAN
                         Tell them who I am! Tell them who I 
                         am!

                                     FRANCES
                         Are you crazy? Unhand that woman! 
                         That's Amelia Earhart!

               Frances bursts out laughing. The Matron releases Lillian and 
               comes for Frances.

               INT. FRANCES' ROOM - DAY CLOSE-UP OF A HYPODERMIC NEEDLE

               A little fluid squirts out the tip.

                                     FRANCES (O.S.)
                         But what is it?

               CAMERA PULLS BACK TO REVEAL Frances strapped down on a white 
               cot. The Nurse is holding the syringe while a THIN NURSE and 
               an ATTENDANT stand by.

                                     FRANCES
                         You've got to tell me what it is!

                                     THIN NURSE
                         It's insulin. It throws your body 
                         into shock.

               Frances looks at her suspiciously, uncertain whether to 
               believe this, and turns toward the Nurse with the hypodermic.

                                     NURSE WITH HYPO
                              (reassuringly)
                         It's just vitamins.

               This sounds more reasonable. Frances relaxes somewhat.

                                     NURSE WITH HYPO
                         A, C, B-Complex, certain minerals...
                              (inserting hypo)
                         Just stay relaxed... Good, now open 
                         your mouth a sec.

               Frances does. The Attendant jams a rubber bar between her 
               teeth. Frances squirms, fights. The Attendant holds the bar 
               in place. And the Nurse pushes the plunger on the hypo. 
               Frances goes rigid. Her eyes widen, her back arches. With a 
               loud hoarse cry she starts to convulse. The SCREEN BEGINS TO 
               FADE into bright white light. She is unconscious. The SCREEN 
               IS NOW BLANK.

               EXT. COURTYARD - MEADOW WOOD - DAY

               Frances sits beside Lillian on a bench. Other patients with 
               ground privileges wander aimlessly about.

               There is an open carpet bag at Lillian's feet and, in her 
               lap, a bundle of letters and telegrams that she's showing to 
               Frances. Frances seems restless.

                                     LILLIAN
                         ...and here's the one from Duluth. A 
                         war widow with five children. She 
                         works in a defense plant and she's 
                         very worried about you. I answered 
                         her that she shouldn't let worry 
                         over you affect her vital work; and 
                         that you'd be back on the silver 
                         screen in no time.

               She hands it to Frances, who lets it drop beside her on the 
               bench.

                                     LILLIAN
                         And here's one from nice Mr. Zeiss. 
                         He says that...

                                     FRANCES
                         Why are these all opened?

                                     LILLIAN
                         Well, they needed immediate answers, 
                         Frances. It's good manners and good 
                         sense. You shouldn't be bothering 
                         yourself with these right now.

                                     FRANCES
                         Then why did you bring them?

                                     LILLIAN
                         It's your fan mail, little sister.

                                     FRANCES
                              (looking off, under 
                              her breath)
                         You kill me, Mama.

                                     LILLIAN
                         What?

                                     FRANCES
                         Go on...

               Frances sighs. She looks for something to divert her 
               attention.

               INT. SYMINGTON'S OFFICE - DAY

               Frances is alone in the room. The door is ajar. She's standing 
               over Symington's desk, which is empty except for a doodle 
               pad. The doodle she's looking at is extremely bizarre, 
               sadistic... After a moment, Symington ENTERS holding several 
               folders. Frances' manner changes very subtly.

                                     SYMINGTON
                         ...I'm sorry to keep you waiting, 
                         the staff review ran over. Did you 
                         enjoy your mother's visit?

                                     FRANCES
                              (sitting)
                         Yes. It was very good to see her.

                                     SYMINGTON
                         Really? Any problems?

               Symington puts the folders in a drawer. All except Frances'.

                                     FRANCES
                         Not at all. She brought me my fan 
                         mail.
                              (a performance)
                         I had no idea there were so many 
                         strangers concerned about me. But I 
                         guess that's the best thing about 
                         working in the movies. You make so 
                         many friends. I want to go back and 
                         show them that the faith they put in 
                         me wasn't a mistake.

                                     SYMINGTON
                         You're telling me you feel guilty.

                                     FRANCES
                              (slightly edgy)
                         No... What I mean is... I'm just 
                         very excited by the prospect of 
                         getting on with my life, that's all.

                                     SYMINGTON
                              (after a pause)
                         Do you really believe your mother's 
                         trying to kill you?

                                     FRANCES
                              (laughing)
                         What?

                                     SYMINGTON
                         She told me you said, "Mama, you 
                         want to kill me."

                                     FRANCES
                         I never said... Oh look. That's just 
                         a figure of speech. She said something 
                         funny, and I said...

                                     SYMINGTON
                         And you accused her of tampering 
                         with your mail.

                                     FRANCES
                         Oh for Christ's...

               Frances is wrapping and unwrapping a handkerchief around her 
               knuckles. Looks a little crazy. Symington's watching it. She 
               stops.

                                     FRANCES
                         I'm sorry. She misunderstood, that's 
                         all.

                                     SYMINGTON
                         But you tell me you had a pleasant 
                         visit and your mother says you were 
                         sullen and uncommunicative. Whom do 
                         you think I should believe?

                                     FRANCES
                         Doctor, I hate to break this to you, 
                         but my mother is a little batty.

                                     SYMINGTON
                         Frances, you're still filled with 
                         anxiety. You feel guilty and hostile 
                         toward your family and friends. 
                         Consequently, I didn't recommend 
                         your release at the staff review.

                                     FRANCES
                         You what?

                                     SYMINGTON
                         Mental illness is an elusive thing, 
                         and though I'm pleased you're feeling 
                         more... capable, it's perhaps 
                         unrealistic to expect you to be 
                         completely cured after so short a 
                         time. Don't you agree?

               Frances stares at him. Stunned. Horrified.

                                     SYMINGTON
                              (smiling)
                         I'm sure you'll see it my way in the 
                         end.

                                     FRANCES
                         Dr. Symington, how big is your dick?

                                     SYMINGTON
                         Huh?

                                     FRANCES
                         'Cause if it's long enough, which I 
                         doubt, why don't you wrap it around 
                         and fuck yourself in the ass!

               Symington smiles patronizingly.

                                     FRANCES
                         I want outta here, you understand? 
                         I'm ready to get out! So you go back 
                         there... you go back and you tell 
                         them to let me out!

                                     SYMINGTON
                              (calmly)
                         Frances, I'm warning you...

                                     FRANCES
                         No, I'm warning you! Who do you think 
                         you are, God? You bumble around with 
                         your folders...
                              (she knocks her folder 
                              to the floor)
                         ...and your pencils...
                              (she grabs some pencils 
                              and throws them at 
                              him)
                         ...and your god-damn buttons...
                              (she pounds on the 
                              inter-com; a voice 
                              says, 'Yes, Doctor?')
                         ...all your badges of authority! But 
                         you have no authority! You're nothing! 
                         You're a zero!

               She tears open the door. Two huge ORDERLIES are waiting. 
               Frances tries to barrel past, but they easily restrain her.

                                     ORDERLY
                         Doc?

               Symington sits forward, his hands smoothing his hair.

               Frances smiles sarcastically at him:

                                     FRANCES
                         Symington says...

                                     SYMINGTON
                              (tonelessly)
                         Sedate her.

               They haul her away.

               EXT. MEADOW WOOD CONVALESCENT HOME - DAY

               A few PATIENTS stroll about, visiting with relatives. Frances 
               lies on a chaise lounge. She's wearing a robe and dark 
               glasses, a big hat, and she seems to be sleeping. THE CAMERA 
               APPROACHES. Her hair is a mess, her skin splotchy. And 
               something is moving: her hand... one finger on one hand is 
               moving in agitated little bursts. We realize she is not 
               sleeping at all...

                                     HARRY (O.S.)
                         Hi there. How 'bout a walk in the 
                         woods?

               She looks to one side and sees him. Frowns. Takes off her 
               glasses and runs her fingers nervously through her hair.

                                     FRANCES
                         Oh my God, I look awful.

                                     HARRY
                              (friendly)
                         You've looked a whole lot better. 
                         C'mon.

               EXT. MEADOW WOOD GROUNDS - DAY

               Frances and Harry walking in a relatively secluded area. She 
               glances around continuously... suspiciously.

                                     FRANCES
                         They're doin' stuff to me, Harry. 
                         Can you see it? You feel it? They're 
                         putting stuff in my food or something, 
                         my water, and they're using it to 
                         put thoughts in my head. You 
                         understand? They're trying to re-
                         arrange what's in my head, they're 
                         trying to drive me crazy! Oh, Harry!

               She breaks down and weeps on Harry's shoulder. Harry looks 
               around warily.

                                     FRANCES
                         I can't stay here anymore, you 
                         understand? I can't, I can't. I gotta 
                         get home. I gotta get somewhere else, 
                         anywhere, okay?

               Harry nods, squeezes her arm firmly -- a warning -- as a 
               white-coated ATTENDANT APPROACHES. Frances straightens up.

                                     ATTENDANT
                         Oh, Miss Farmer! Time for your bath, 
                         Miss Farmer!

                                     HARRY
                              (urgent whisper)
                         Listen: to the left. Straight through 
                         the trees and over the wall to your 
                         left. My car is there.

               The Attendant reaches them.

                                     ATTENDANT
                              (as if to a child)
                         It's time for your bath!

                                     FRANCES
                         Oh good. I love my baths.

                                     ATTENDANT
                         Come along now.

               Frances starts to move off with the Attendant. For an instant 
               Harry -- and we -- wonder if she really is crazy.

                                     HARRY
                         Frances! Did you hear what I said?

               She turns. The Attendant turns. She smiles sweetly, madly.

                                     FRANCES
                         Of course, Harry.

               The Attendant is between her and Harry. We SEE her face turn 
               dark. She shoves the Attendant toward Harry and shouts:

                                     FRANCES
                              (fiercely)
                         Over the walls!

               She runs. The Attendant staggers toward Harry, who knocks 
               him down with two punches. ANOTHER ATTENDANT runs up. Harry 
               whips out an icepick and brandishes it at them:

                                     HARRY
                         You want crazy? I'll show you crazy!

               The Attendants hold their ground. Harry runs after Frances.

               EXT. GROVE OF TREES - DAY

               Frances and Harry crash through bushes, come to a high wall.

                                     HARRY
                              (offering to lift her)
                         Here.

               Frances hugs him tightly, kisses him. He lifts her by the 
               waist, and she grabs the top of the wall and hauls herself 
               up. Harry joins her. We SEE, over the wall, a Lincoln Zephyr 
               waiting on a dirt road. Harry and Frances jump down as we 
               HEAR the Two Attendants burst through the underbrush and 
               haul themselves up. As their heads pop over the top of the 
               wall, they see the Lincoln disappearing down the road in a 
               cloud of dust...

               INT. LINCOLN - DUSK - DAY

               Harry, eyes bleary and shoulders hunched, tries to concentrate 
               on the road ahead. The RADIO DRONES quietly, a lazy saxophone 
               ballad. After a while, there's movement in the back seat and 
               Frances sits up. She yawns and stretches as Harry watches 
               her in the mirror.

                                     HARRY
                         Evening, gorgeous.

                                     FRANCES
                              (yawning)
                         That sure looks like fun...
                              (leaning over front 
                              seat)
                         You know how long it's been since I 
                         was behind the wheel?

                                     HARRY
                         Forget it, Frances. You're not 
                         driving.

                                     FRANCES
                         Have I told you how mean you're 
                         turning, York?

               Harry smiles. Frances climbs over the seat and starts to 
               fiddle with the radio.

                                     FRANCES
                         Where are we, mean man?

                                     HARRY
                         Couple hours from Idaho. We'll cut 
                         across to Montana. I've got friends 
                         there with a ranch.

                                     FRANCES
                         I should've known...

                                     HARRY
                         What?

                                     FRANCES
                         This is another one of your schemes 
                         to get me off alone...

                                     HARRY
                         That's right.

                                     FRANCES
                         (smiling)
                         ...Take advantage of me.

               Harry laughs.

               They pass a poster: "BUY WAR BONDS!" Frances stares at it.

                                     FRANCES
                         I don't think I'd be much good in a 
                         war...

                                     HARRY
                         Whattaya think you're in now?

                                     FRANCES
                              (sleepily)
                         I don't know. Not a war exactly. 
                         It's more a... a misapprehension 
                         maybe...

                                     HARRY
                         Huh?

                                     FRANCES
                         A misunderstanding, people taking 
                         the wrong meaning from things. I 
                         wasn't declaring war, Harry. I was 
                         just saying my prayers.

               Harry looks at her quizzically.

                                     HARRY
                         Who to?

               Beat.

                                     FRANCES
                         Harry, I have to go home. I have to 
                         talk to Mama.

                                     HARRY
                         Frances, you're fulla drugs. You 
                         don't know what you're saying. Who 
                         do you think put you into Meadow 
                         Wood? Your mother thinks you're crazy 
                         and she'll keep on thinking it as 
                         long as it suits her.

                                     FRANCES
                              (sitting up)
                         No, she just didn't want me going to 
                         jail, that's all.

                                     HARRY
                         Yeah? She's a shark, Frances. I'm 
                         not taking you there, and that's 
                         that!

               She rubs his neck and his attitude seems to soften.

               She looks at him fondly, thoughtfully.

                                     FRANCES
                         You know something, Harry?

                                     HARRY
                         I guess.

                                     FRANCES
                         Aside from meanness, you're almost 
                         perfect. There's only one other thing 
                         wrong with you.

                                     HARRY
                         What's that?

                                     FRANCES
                         You can't drink.

                                                              SMASH CUT TO:

               EXT. ROADHOUSE - NIGHT

               The Lincoln is parked beside a few other cars.

               INT. ROADHOUSE - NIGHT

               Frances and Harry sit at a table cluttered with empty glasses. 
               The JUKEBOX PLAYS, a few COUPLES dance. Frances is gulping 
               down a tall Scotch.

                                     FRANCES
                              (wincing/grinning)
                         Ohhh, that's lousy Scotch!

                                     HARRY
                              (calling drunkenly)
                         Hey! Another shot for the lady and a 
                         double for me!

                                     FRANCES
                         What a man!

                                     HARRY
                         Hey, you're a good quarter-horse, 
                         kid, but you can't go a route of 
                         ground.

                                     FRANCES
                              (hoisting her glass)
                         To quarter-horses.

                                     HARRY
                         No. To thoroughbreds.

               He knocks back his drink.

               THE JUKEBOX

               A hand puts a nickel in, and we HEAR Bing Crosby singing 
               "Love Is So Terrific." We PAN across the dance floor, where 
               Harry and Frances are dancing.

                                     BING'S VOICE
                         Love is so terrific Such a funny 
                         feeling Makes you want to cuddle And 
                         coo...

               Frances squeals with delight when she hears the song. She 
               holds Harry forcefully and starts to lead him around the 
               floor. Harry starts to sing along:

                                     BING & HARRY
                         Makes you sentimental, Makes you 
                         kinda gentle Ouch!
                              (Frances pinches Harry)
                         Terrific thing.

               Around them an infection is spreading: all the women are 
               leading their men. For an instant it is magical, liberating... 
               She leans her head against his shoulder.

                                     FRANCES
                         Why are you always leaving me, Harry?

                                     HARRY
                         Huh?

                                     FRANCES
                         You should stickaround sometimes. 
                         Look out for me.

                                     HARRY
                         Look, Frances, I'm only gonna ask 
                         this one time. I mean it. I swear 
                         after this, I'll never ask again: 
                         Will you marry me?

                                     FRANCES
                              (after a long pause)
                         I know a thing or two about marriage. 
                         You... you understand me more than 
                         anyone, Harry... maybe even more 
                         than Mama. But... you're too important 
                         to me. I'd fail you. I don't know 
                         how or why, but I would. And that's 
                         a chance I just can't take. Do you 
                         understand?

                                     HARRY
                              (a bitter smile)
                         Well... I'll act like I do until I 
                         do.

               They are silent for a moment.

                                     HARRY
                         There's just one more thing.

                                     FRANCES
                         What's that?

                                     HARRY
                         Will you marry me?

               She laughs happily. He joins her, but his seems a little 
               forced.

               She leans her head on his shoulder and holds him tight. They 
               dance...

               OMITTED

               EXT. FARMER HOUSE - SEATTLE - DAY

               The Lincoln, Harry at the wheel, drives up and stops. Harry 
               shakes his head.

                                     HARRY
                         It's not too late to keep going, up 
                         to Vancouver? Be the smartest thing.

                                     FRANCES
                         Thanks, Harry, really, but... I can't 
                         explain it. She's my mother. She's 
                         just... I can't give up on her that 
                         easy.

                                     HARRY
                         You give up on her?

                                     FRANCES
                         Yeah. It's just... something I gotta 
                         do, I guess.

                                     HARRY
                              (smiling warmly)
                         Frances, You're crazy.

                                     FRANCES
                              (whispers)
                         I know. Don't tell anyone.

               He laughs. We SEE Lillian come out onto the porch with 
               uncharacteristic trepidation.

                                     HARRY
                         Anyway... if you need me...

                                     FRANCES
                              (warmly)
                         I got your number, Mister Man.

               She gets out, waves to him, and walks toward the house. Harry 
               drives off. As Frances reaches the top step, Lillian suddenly 
               opens her arms:

                                     LILLIAN
                              (nervous, forced)
                         Welcome home, little sister.

               INT. FARMER HOUSE - DAY

               Frances and Lillian enter. On the sofa sits Alma Styles. 
               Alma and Lillian seem slightly furtive. Caught in the act.

                                     FRANCES
                         Well, who have we here...?

                                     LILLIAN
                              (anxiously)
                         Frances, you remember my lawyer, 
                         Alma Styles?

                                     STYLES
                         Hello, Frances. You seem to be having 
                         quite a time of it.

                                     LILLIAN
                         I called Alma because I think we'll 
                         need...

                                     STYLES
                         Frances, the doctors at Meadow Wood 
                         have petitioned the court for your 
                         return. Your mother has asked me to 
                         intervene so you can stay here.

                                     LILLIAN
                         I swear I didn't know what they were 
                         doing to you. I wouldn't have let 
                         them...

               She bursts into tears. Frances takes her in her arms and 
               rocks her like a child.

                                     FRANCES
                         It's okay, Mama. It's okay.

                                     STYLES
                         You realize, of course, your mother 
                         is now your legal guardian. In the 
                         eyes of the law, you no longer have 
                         any rights as an adult. You're going 
                         to have to hold your tongue and be 
                         selective about whom you mix with. 
                         That man who drove you here, for 
                         instance --

                                     FRANCES
                         You leave him out of this!

                                     LILLIAN
                         Frances, please don't...

                                     STYLES
                         Never mind. We won't have to worry 
                         about him much longer.

               EXT. LINCOLN - END OF FRANCES' STREET - DAY

               Harry pulls up at a stop sign. He rubs his forehead wearily 
               as a car crosses the intersection. It stops dead in front of 
               him. Another pulls up alongside. Another behind. Harry thinks 
               about this. His hand slides down slowly under the seat. We 
               SEE the handle of his ice pick. Harry turns to smile at the 
               MAN in the next car. The Man flashes an FBI badge, points 
               revolver:

                                     FBI MAN
                              (smiling)
                         How ya doin', Al?

                                     HARRY
                         You got the wrong guy. Name's Slocum.

                                     FBI MAN
                         No, it ain't. And it ain't Harry 
                         York, neither.

                                     HARRY
                         Look, I'm tellin' you...

               The FBI Man pulls the hammer back on the revolver. ANOTHER 
               MAN opens the passenger door.

                                     FBI MAN
                         I'd give you till ten, Al, but we 
                         ain't got the time.

                                                              SMASH CUT TO:

               OMITTED

               INT. JUDGE'S CHAMBERS

               Judge Hillier walking... out of the chamber and down a 
               corridor. His stride is long, his demeanor purposeful. The 
               corridor leads into a courtroom. Harry standing at attention. 
               We hear Hillier climb onto the bench and be introduced by 
               the court official. Harry stares up at the judge.

                                     HILLIER
                         Alvin Hanson, a.k.a. Ronald Burns, 
                         Thomas Slocum, Harry York... Mr. 
                         Hanson, this warrant has been 
                         outstanding for many years. Normally 
                         that circumstance would prompt me 
                         toward leniency, but the crime you 
                         committed -- inciting to riot -- and 
                         the cause you sought to promote -- a 
                         worker's rebellion -- are such 
                         anathemas to this court that I feel 
                         compelled to mete out the full 
                         sentence. I only wish it were longer.
                              (slamming gavel)
                         Six months in the state penitentiary.

               INT. FARMER HOUSE - DAY

               Frances sits at the piano playing "You Are My Sunshine". 
               Lillian is lounging on the couch, leafing happily through 
               her scrapbook.

                                     LILLIAN
                         Frances, play 'Flow Gently Sweet 
                         Afton'.

               Frances' brows mesh.

                                     FRANCES
                         Oh Mama, I'm so... tired of that 
                         song.

                                     LILLIAN
                         Please. I want you to. It would make 
                         me so happy.

               Frances sighs and begins to play it. Lillian scrunches down 
               and begins to hum along.

                                     LILLIAN
                         It's just a flow gently sweet Afton 
                         day. Life has been so good to me. 
                         Why, I have just about everything 
                         one could wish... but I still have 
                         so many blank pages in my scrapbook.

               She smiles warmly at Frances. Frances abruptly stops playing.

                                     FRANCES
                         I think I need a little air.

                                     LILLIAN
                         What's wrong?

                                     FRANCES
                         Nothing. I think I'll just go out 
                         for awhile.

                                     LILLIAN
                         Where are you going?

                                     FRANCES
                         For a walk, Mama. Just a walk.

               She gets up and Lillian rouses herself.

                                     LILLIAN
                         How long will you be?

                                     FRANCES
                         Not long.

               Frances goes down the hall for her coat. Lillian follows 
               part way.

                                     LILLIAN
                              (smiling)
                         I'll have lunch ready by one.

                                     FRANCES
                         I'll be back.

                                     LILLIAN
                         At one. Promise?

                                     FRANCES
                         Sure.

               Frances returns wearing the coat. Lillian half-blocking her 
               path.

                                     LILLIAN
                         Say you promise.

                                     FRANCES
                         I promise I'll... I promise, Mama.

               Lillian nods, moves aside. As Frances heads for the door:

                                     LILLIAN
                         You know, the surest way to lose an 
                         appetite, is to drink, little sister.

                                     FRANCES
                              (exiting)
                         Yes, Mama.

                                     LILLIAN
                         I don't want you drinking, Frances.

                                     FRANCES
                         Yes, Mama.

               Lillian enters and re-establishes herself on the couch with 
               a happy smile. She begins to hum "Flow Gently Sweet Afton"

               INT. FLEA-BAG HOTEL LOBBY - DAY

               DERELICTS sleep on broken couches and armchairs. In a corner 
               by a pay phone Ernest Farmer sits at a rickety desk piled 
               high with briefs. Frances sits across from him. They've been 
               talking.

                                     FRANCES
                         ...So what do you think?

                                     ERNEST
                         I don't know, honey. Your mother has 
                         such big plans for you.

                                     FRANCES
                         I know that, Dad, but --

                                     ERNEST
                         What you have to understand, Francie, 
                         is that she... well... she wanted so 
                         much for herself too, and for me, 
                         and she never really got to... The 
                         only time I ever saw her happy was 
                         if her name was in the papers... but 
                         she could have been... if times were 
                         different she could have been a 
                         politician or... I don't know.

                                     FRANCES
                         But Dad, I'm asking about me. What 
                         do you think I should do?

                                     ERNEST
                              (after a pause)
                         Well, Francie, sometimes after you 
                         get your hands on something you want, 
                         it just doesn't look the same. Then 
                         you have to be real smart to know if 
                         you should hold onto it because it's 
                         all you've got... or just let it go. 
                         This is the way of things, but I 
                         guess you already know that.

                                     FRANCES
                         Dad... whatever I decide, will it be 
                         okay with you?

                                     ERNEST
                         Always. Always.

               Frances rises from her chair, looking around the room to 
               hide her tears. Ernest rises too.

                                     ERNEST
                         I'm sorry, I... I don't have a desk 
                         in my room, and...
                              (it's not a proper 
                              office)

                                     FRANCES
                         I don't care, Dad. I love you.

                                     ERNEST
                         I love you too, Francie.

               They look at each other across the desk for an uncomfortable 
               moment, then Frances slowly leaves. He looks sadly after 
               her.

               EXT. FLEA-BAG HOTEL - DAY

               Frances exits and starts across the road. Ernest comes to 
               the window to watch her leave. It is raining and the water 
               on the glass distorts his view.

               OMITTED

               INT. FARMER HOUSE - FRANCES' ROOM - DAY

               Lillian is straightening up Frances' room, rearranging things 
               to suit herself. She hears the door slam downstairs.

                                     FRANCES (O.S.)
                         I'm back, Mama.

                                     LILLIAN
                              (coming into hall)
                         Oh Frances, do I have news for you! 
                         Guess who --

                                     FRANCES
                              (excited)
                         Wait, Mama, wait. I have something 
                         to tell you. I've decided... well... 
                         I'm not going to make movies anymore. 
                         I thought that's what I wanted, and 
                         I went after it with all my soul, 
                         the way you taught me, but I was 
                         miserable, Mama, and it nearly killed 
                         me. So now... now it's over. I want 
                         a different kind of life, something... 
                         simple. I want to live someplace 
                         quiet and peaceful... in the country 
                         maybe, and I'll have dogs and cats -- 
                         I feel so light suddenly, so clear 
                         for the first time in... It's going 
                         to be okay, Mama, I know it. And I 
                         love you.

               She goes to hug her mother, but Lillian has changed. Frances' 
               news has chilled her.

                                     LILLIAN
                              (coming down stairs)
                         Don't... talk crazy.

                                     FRANCES
                         Mama...?

                                     LILLIAN
                              (entering living room)
                         They want you back! Your agent called 
                         today! Don't you understand? He's 
                         sending the scripts. He wants to fly 
                         up here in a week with the publicity 
                         people! Frances, you can't do this 
                         to your fans! Why, they've been 
                         praying for you all through this 
                         nightmare. You can't turn your back 
                         on them now! Look at this fan mail 
                         I've been answering!

               She points to a stack of letters on the table.

                                     FRANCES
                         Haven't you heard what I said?

                                     LILLIAN
                         I told him to come up! I told him 
                         you wanted to show them all that 
                         there's nothing wrong with you any 
                         more, that you're completely cured!

                                     FRANCES
                         I'm not cured. I was never sick! 
                         They had no business putting me in 
                         there! My only responsibility is to 
                         myself now!

                                     LILLIAN
                         You... you selfish, selfish child. 
                         At least talk to him, hear what he 
                         has to say.

                                     FRANCES
                         No!

                                     LILLIAN
                         You want to throw it all away, is 
                         that it? You had everything, little 
                         sister. Beauty... a brilliant 
                         career... a wonderful husband. You 
                         were a movie star!

                                     FRANCES
                         Mama, shut up!

                                     LILLIAN
                         And now you're throwing everything 
                         away? You're gonna be a nobody! 
                         Nobody! You know what that's like?!

                                     FRANCES
                              (sudden realization)
                         You... You'd send me back, wouldn't 
                         you? You would.

               Frances grabs her coat.

                                     LILLIAN
                         Where are you going?

                                     FRANCES
                         I'm going out!

                                     LILLIAN
                         You're not going anywhere!

                                     FRANCES
                         Yes, I am, and you can't stop me! 
                         You can't tell me what to do, mother. 
                         I'm a grown woman, and I can decide 
                         about my own life.

                                     LILLIAN
                         Frances!

               They're wrestling, Lillian trying to prevent her from leaving.

                                     FRANCES
                         Don't you try and stop me. Don't you 
                         dare!

               She grabs Lillian's wrists and twists them, throws her back.

                                     FRANCES
                         If you follow me, Mama, I swear I'll 
                         fucking kill you!

               Frances storms out. Lillian sits back in the chair, suddenly 
               looking very old. She massages her wrists...

                                     LILLIAN
                         That's it. You've done it now, little 
                         sister.

               INT. LARGE OFFICE - DAY

               Dark. Blinds drawn. We SEE a single light with a green shade, 
               HEAR the soft coo of Lillian's voice. The CAMERA SHIFTS 
               gradually onto her earnest face.

                                     LILLIAN
                         All my life, I've tried to live up 
                         to my parents' example. To have the 
                         independence of mind and fortitude 
                         of spirit that have made this country 
                         great. I taught that to Frances: 
                         Speak out. Aspire. Make something of 
                         yourself, something --
                              (to be proud of)

                                     DR. DOYLE
                              (bored)
                         Yes, yes, Mrs. Farmer --

                                     ALMA STYLES
                         Frances has always been a 
                         battleground, Lillian.

               DR. DOYLE, a psychiatrist, and the others are seated with 
               Judge Hillier around a table.

                                     DOYLE
                         The point is: it's your opinion that 
                         Frances is getting steadily worse?

                                     LILLIAN
                         Well... yes.

               Doyle fills in a line on the printed form before him.

                                     DOYLE
                         And you feel you're unable to control 
                         her any longer?

                                     LILLIAN
                         No... I mean, yes, Doctor.

               Alma holds up Lillian's bruised wrists as evidence.

                                     DOYLE
                         And the only course open to you is 
                         to commit your daughter for a period 
                         of time to a mental institution?

                                     LILLIAN
                         Well, Alma told me that...

               Alma looks coolly at Lillian.

                                     LILLIAN
                         ...Yes.

               Hillier nods slightly, approvingly, toward Alma.

                                     DOYLE
                              (closing his folder)
                         I believe that's all I need to know 
                         about Miss Farmer.

                                     HILLIER
                         I think in all future documents she 
                         should be referred to as Mrs. R. H. 
                         Richardson.

                                     LILLIAN
                         Her married name?

                                     HILLIER
                         Yes. It's less recognizable. I'm 
                         sure you'd prefer to keep unpleasant 
                         publicity to a minimum.

                                     LILLIAN
                         ...Oh yes.

                                     HILLIER
                         Now. Can you tell us where we might 
                         find Frances?

               INT. DOWNTOWN SEATTLE BAR - NIGHT

               It's late. Frances stands at the bar acting out a joke for a 
               small audience of devoted DRINKERS.

                                     FRANCES
                         ...Looking for a drink, and the town 
                         is deserted, he can't understand it. 
                         Finally he finds a bar, goes in -- 
                         the place is empty, bartender's 
                         closing up. Salesman says, 'Gimme a 
                         martini.' Bartender's real nervous, 
                         he says, 'No, no, no, I gotta close. 
                         Big Otis is coming to town.'

               Behind them is a large window covered by a gauzy curtain. In 
               the street a police car cruises slowly past.

                                     FRANCES
                         Salesman says, 'I don't care. I gotta 
                         have a martini.' So the bartender 
                         fixes him a martini real fast, grabs 
                         his money, and runs out the back. 
                         Salesman sits there sipping his 
                         martini,... he's got the bar all to 
                         himself... Then he hears it. This 
                         big roaring in the street. 
                         RRRAAAAAAA!!!
                              (stomping her feet)
                         Gigantic footsteps... coming closer. 
                         Stopping.

               We SEE the police car again... It stops out front.

                                     FRANCES
                         Enormous hands reach in, grab the 
                         swinging doors and rip them off their 
                         hinges. This huge man stomps in. 
                         Picks up a chair and hurls it over 
                         the bar, smashing the mirror -- 
                         whiskey and glass flying everywhere.

               TWO COPS appear at the window, looking in.

                                     FRANCES
                         He turns to the salesman: 'What the 
                         hell're you doing in here!' Salesman 
                         says, 'I'm just drinking a martini.' 
                         'Oh yeah?' the guy says. 'Well you 
                         better get outa here! Big Otis is 
                         coming to town!'

               Everyone laughs. A long moment of enjoyment. Then Frances 
               turns, looks out the window and sees the cops.

               INT. COURTROOM - DAY

               Hillier behind the bench. Doyle sits at a table with Alma 
               Styles. A COURT RECORDER taps out his notes in an odd, jerky 
               style. (NOTE: This scene is INTERCUT, where appropriate, 
               with shots of FRANCES in a bare room, wearing a strait 
               jacket.)

                                     DOYLE
                         ...From her history, it's apparent 
                         the patient suffers from a paranoid 
                         reaction with pronounced egotism. 
                         Her violent responses have recently 
                         included aggression against her 
                         mother. In view of the deep-seated 
                         nature of her ailments and her failure 
                         to respond satisfactorily to insulin 
                         shock, it is my opinion she may 
                         ultimately require permanent 
                         institutional care.

                                     HILLIER
                              (to Styles)
                         Counsellor, as Guardian ad litem for 
                         Mrs. Richardson, do you waive jury 
                         trial?

                                     STYLES
                         Yes, your Honor.

               She signs a paper which is passed to Hillier.

                                     HILLIER
                         Having heard the testimony of a 
                         legally qualified and reputable 
                         physician... and being further 
                         satisfied of the truth of all matters 
                         set forth in the certificates of 
                         said physician, I do hereby order 
                         that the said Mrs. R. H. Richardson, 
                         an insane person, be confined to the 
                         Western State Hospital for the Insane 
                         at Steilacoom.

               He bangs his gavel.

                                     HILLIER
                         So ordered! Are the gentlemen from 
                         Steilacoom present?

               EXT. STEILACOOM - DAY

               Huge, dark-red brick buildings with barred windows, loom out 
               of the fog and trees. A van pulls up to the front entrance. 
               Two MEN get out, open the back doors and assist Frances out. 
               She is strapped into a strait-jacket. She yells and struggles 
               violently but a piercing SCREAM stops her. She looks up at 
               the building.

               From a top floor window, a thin, white hand protrudes from 
               the bars and waves "hello".

               INT. STEILACOOM HALLWAY - DAY

               Frances is dragged kicking and screaming down the shiny 
               linoleum-covered hallway. There are many patients here, 
               talking to imaginary birds, laughing at unheard jokes. A few 
               of them notice Frances, most do not. The two Orderlies arrive 
               at a door and throw it open. A bare 6'�10' room is revealed 
               with a narrow cot and no windows. Frances is pushed inside 
               and the door locks shut with a resounding click.

               INT. TREATMENT ROOM - DAY

               A MEDICAL STUDENT wheels a small electrical machine up to a 
               table. On the table Frances is securely strapped down. TWO 
               DOCTORS grease Frances' temples and put two metal electrodes 
               on them. The electrodes are connected to the machine.

                                     DOCTOR #1
                         What's she getting, anyway?

                                     DOCTOR #2
                         Standard series to start.

                                     DOCTOR #1
                         Fifteen?

               Doctor #2 nods and jams a rubber bar into Frances' mouth. 
               The Medical Student steps forward.

                                     STUDENT
                         Can I push the button on this one?

               Doctor #1 shoots a silent query to Doctor #2.

                                     DOCTOR #2
                         Sure.

               The Medical Student pushes the button with great gravity. 
               Frances' body immediately begins to convulse. It seems as if 
               it will never stop.

               INT. STEILACOOM - A WOMAN'S WARD - DAY

               Beds three inches apart. Women patients lie on them in varying 
               stages of madness and decay. Some are bound to their beds 
               with coarse cloth strips. One bed is empty, the bonds chewed 
               through. We find Frances sitting on the floor staring at a 
               hissing radiator. Her lips are caked with blood. Her eyes 
               are glazed. She is dreaming. Or remembering...

                                                               DISSOLVE TO:

               FRANCES ACTING (HER MEMORY)

               A scene from one of her movies or plays. Soundless. She looks 
               radiant, vivacious, alive...

                                                               DISSOLVE TO:

               INT. STEILACOOM - THE HYDRO-THERAPY ROOM - DAY

               A NURSE ushers Frances and two ATTENDANTS into a sparse tiled 
               room with dilapidated plumbing and fungus growing between 
               the tiles. In the center are three steel baths with hammocks 
               suspended above them. The Attendants strap Frances into a 
               bath as Dr. Doyle enters.

                                     FRANCES
                              (speaking with 
                              difficulty)
                         Doctor, it may sound odd, but I 
                         believe I've profited from my stay 
                         here. It's just what I've needed, to 
                         get away like this. But I'm 
                         recuperated now. I've had lots of 
                         time to think and I've made a few 
                         decisions about my life. I'm ready 
                         to get on with it.

                                     DOYLE
                         I know you believe that.

                                     FRANCES
                         ...Don't you?

                                     DOYLE
                         I'm afraid not. You see, we observe 
                         things that you're unaware of: signs, 
                         indicators. Your problem cuts very 
                         deep, Frances, and we have to get at 
                         that deeper stuff so that when you 
                         do get out, you'll really feel secure. 
                         Does that make sense?

               The Attendants lower her into the empty tub.

                                     FRANCES
                         No. Cut this runaround, Doctor. I 
                         know better.

                                     DOYLE
                              (smiling)
                         Listen to yourself, Frances. The 
                         resistance, the anger in your voice.

                                     FRANCES
                              (tightly)
                         You... I'm sorry, forgive me. Doctor, 
                         tell me honestly, what do I have to 
                         do to get out of here?

                                     DOYLE
                         Be patient, that's all. Take an 
                         interest in your treatment and don't 
                         dwell on your resentments. You'll be 
                         yourself again, I assure you.

                                     FRANCES
                         ...I see.

                                     DOYLE
                         We'll talk more about this. I'll see 
                         you later.

                                     FRANCES
                         One question. If I'm not myself now, 
                         just who do you think I am?

               The Doctor smiles sympathetically.

                                     DOYLE
                         We'll talk.

               As he turns to leave, Frances laughs triumphantly. The two 
               Attendants lower her into the bath and begin to fill it with 
               ice-cold water.

                                     FRANCES
                         What the hell!

               They shove a rubber bit between her teeth. She immediately 
               spits it out and defiantly starts to sing in order to keep 
               her teeth from chattering.

               INT. STEILACOOM - DINING HALL - DAY

               Everyone eating gruel. A parade of lunatics. The edge of 
               incipient violence is palpable. Frances eats listlessly. 
               Others are playing with their food, devouring it ravenously, 
               fondling each other. Suddenly a call starts up at the far 
               end of the hall. Other voices join in. At first we don't 
               understand it, but gradually the words become clear:

                                     CHANT
                         Come and get it! Come and get it! 
                         Come and get it!

               The whole hall joins in. The Nurses make no effort to stop 
               it. Others at Frances' table smile at her, try to push her 
               to her feet. When they succeed, the hall breaks into applause 
               and a new chaotic chant:

                                     CHANT
                         We want Frances! We want Frances!

               The chant is quickly silenced by hushing sounds. Everyone is 
               watching Frances. She climbs up on her bench. Her eyes are 
               glazed, her face expressionless. This feels like some kind 
               of automatic behavior. She takes an exaggerated posture and 
               speaks in almost a whisper:

                                     FRANCES
                         Come and get it...

               The hall breaks into riotous applause, catcalls, stomping.

               Frances climbs down from her bench. That was the entire 
               performance.

               EXT. STEILACOOM - NIGHT

               Two dark FIGURES move stealthily along the shadow of the 
               main building. A little ways ahead, a door opens, sending a 
               shaft of light across the ground. The two Men duck back into 
               the shadows. Five young SOLDIERS EXIT, paying off and waving 
               goodbye to one of the Orderlies. The door closes. They head 
               off down the road laughing and joking together.

               The two Men emerge from the shadows and approach the door. 
               They try the handle. It opens. The first one in is Harry, 
               followed by the other Man carrying a rolled-up bundle.

               INT. STEILACOOM - NIGHT

               We SEE Harry and the other Man, now wearing a white Doctor's 
               coat, walking quickly down a dim hallway. They come to a 
               large door with a barred window. The Man fiddles with a 
               keyring and unlocks the door. They enter. We HEAR the door 
               lock behind them.

               INT. WARD - NIGHT

               Just inside the door the Doctor flicks on a flashlight and 
               they walk down the center of the room. The beam of light 
               sweeps over women PATIENTS in their cots, crammed side-by-
               side. Some are asleep, others stare blankly at the ceiling. 
               A few smile invitingly at the two Men, whispering obscenities. 
               The light falls on a bedraggled woman hunched over in a corner 
               between the wall and a cot. It is Frances. Harry goes to 
               her, putting his arms around her. She is very heavily sedated. 
               Tears spring to Harry's eyes.

                                     HARRY
                              (whispering)
                         Frances! Frances!

                                     FRANCES
                         Who?

                                     HARRY
                         Frances, it's me, Harry?

                                     FRANCES
                         ...Touch me again and I'll kill you, 
                         you pig.

                                     DOCTOR
                         Watch out, Harry. Let me look her 
                         over.

               Harry is on the verge of tears.

                                     HARRY
                         Oh, God! Let's get her out of here 
                         tonight, right now! Let's take her 
                         with us!

                                     DOCTOR
                         The hearing's tomorrow. If she gets 
                         out legally, they can't come after 
                         her.

                                     HARRY
                         Look at her! She'll never pass that 
                         sanity test tomorrow...

                                     DOCTOR
                         I'm taking care of that, Harry. Just 
                         hold her.
                              (pulling a hypodermic 
                              from his pocket)
                         Reserpine. I guarantee you this'll 
                         clear her head. She'll wake up feeling 
                         smart and sailright through the 
                         hearing.

               Harry holds her around the shoulders and straightens out her 
               arm. Frances starts to struggle and moan loudly.

                                     DOCTOR
                         Yeah... she knows about these. Shut 
                         her up.

               Harry glares at the Doctor, but puts a hand over her mouth 
               and the Doctor injects her. Her arm is covered with sores.

                                     HARRY
                              (tenderly)
                         You'll be okay, honey. He's just 
                         givin' you something to make you 
                         think, so that tomorrow you can tell 
                         'em what they want to hear, okay? 
                         Tell 'em you were crazy as a loon 
                         and they cured you and you're 
                         grateful.

               The Doctor withdraws the hypo and massages her arm.

                                     DOCTOR
                         This stuff takes pretty quick. Let's 
                         go.

                                     FRANCES
                              (grabbing Harry)
                         Please! Take me!

               Other women in the ward cry out: "Take me! Take me!!"

                                     DOCTOR
                              (pulling Harry)
                         Let's get out of here! I'll lose my 
                         job!

                                     HARRY
                         Frances, we gotta do it this way. 
                         Just remember tomorrow, remember 
                         what I told you. What're you gonna 
                         tell 'em?

                                     FRANCES
                              (groggily)
                         I'm grateful... grateful.

                                     WOMEN IN WARD
                         I'm grateful! I'm grateful!

                                     DOCTOR
                              (very worried)
                         Harry!

                                     HARRY
                         I gotta go now.

                                     FRANCES
                         Harry, please!

               INT. HALLWAY - NIGHT

               The two Men come out and the Doctor quickly locks the door.

                                     DOCTOR
                         We're all square now, Harry. Right?

                                     HARRY
                         All square, Doc.

                                     DOCTOR
                         Good. 'Cause I don't want to see you 
                         again.

               Frances' face appears at the tiny barred window. We can just 
               hear her:

                                     FRANCES
                         I love you, Harry. I love you.

                                     HARRY
                         I love you too, Frances.

               Behind Frances we HEAR the Women screaming: "I love you, 
               Harry!" The Doctor takes Harry's arm and pulls him down the 
               corridor.

               INT. WARD - NIGHT

               Frances turns to face the women in their cots. Collects 
               herself. Looks repentant. She is practicing tomorrow's speech.

                                     FRANCES
                         I realize now that I was a very sick 
                         woman.

                                     WOMEN IN WARD
                         Sick! She's sick!

                                     FRANCES
                         I couldn't relate to others in a 
                         normal way.

                                     ONE PATIENT
                              (playful warning)
                         She's... not... normal...!

               The others laugh. We realize that if Frances can handle this, 
               she can sail through it tomorrow. The catcalls gradually 
               diminish as she concludes her speech.

                                     FRANCES
                         And I was not taking responsibility 
                         for my actions. But now, thanks to 
                         your treatment, I feel ready to face 
                         myself, ready to resume the career 
                         which I so single-handedly shattered. 
                         I only hope... I hope I can make you 
                         all proud of me. Thank you. Thank 
                         you so much.

               The room is silent now. A very odd moment. To their 
               astonishment, the other patients seem to believe her...

               EXT. FARMER HOUSE - SUNNY DAY

               The vegetable garden is overgrown, the paint peeling. The 
               house is in disrepair, but we can tell from the freshly-mowed 
               lawn that some effort has recently been made...

               A car pulls up. Frances kisses Ernest on the cheek and gets 
               out. As he drives off, she walks into the yard and looks 
               around, heaves a sigh; she's home. Then Christmas lights 
               spring on over the porch. Lillian comes out grinning broadly, 
               followed by REPORTERS. Frances blanches.

               INT. FARMER HOUSE - DAY

               Frances sits on the couch next to Lillian. They're sipping 
               tea and answering questions. Frances is uncomfortable.

                                     LILLIAN
                         Of course, she hasn't anything 
                         definite in mind.

                                     FRANCES
                         No. No, it all depends on what offers 
                         I get.

                                     REPORTER
                         Who did your hair, Frances?

               She touches it shyly. It's swept up in a continental style.

                                     FRANCES
                         Well, I like to try different styles. 
                         Sometimes if you're old-fashioned 
                         enough, you find you're modern. Right, 
                         Mama?

               Lillian laughs.

                                     REPORTER
                         What do you think of all this, Mrs. 
                         Farmer?

                                     LILLIAN
                         It's a miracle. Just a miracle.

               EXT. FARMER HOUSE - NIGHT

               The porch light goes out. Shadows pass over the curtained 
               windows. Across the street a match flares. Harry is leaning 
               against a tree. He lights a cigarette and settles back to 
               wait.

               INT. FARMER HOUSE - LIVING ROOM - NIGHT

               Lillian walks from room to room turning off lights. Frances 
               is neatly stacking the dessert dishes on a tray. Very 
               domestic, out of character. She carries the tray into the 
               kitchen.

                                     LILLIAN
                         Oh, just leave those things for now.

                                     FRANCES
                         No, Mama, I'll take care of it. I'll 
                         wash them in the morning.

               Lillian smiles warmly at her.

                                     LILLIAN
                         You know, little sister, I never 
                         resented you for refusing to see me 
                         in the... the hospital. I knew you 
                         had to manage on your own before you 
                         could come back.

                                     FRANCES
                         Thank you for understanding, Mama.

               Lillian links her arm with Frances' and they go upstairs 
               together.

                                     LILLIAN
                         Little sister, I don't want you to 
                         feel any rush to get back to work. I 
                         want you to rest... for a while 
                         anyway.

                                     FRANCES
                         I will, I promise.

               They hug each other.

                                     LILLIAN
                         Good night, dear.

               Lillian waits until Frances has shut her door before closing 
               hers.

               EXT. FARMER HOUSE - NIGHT

               The front door opens and Frances, suitcase in hand, slips 
               out onto the porch. She eases the door shut behind her, 
               tiptoes down the steps and, without looking back, starts 
               down the road.

               EXT. STREET - NIGHT

               Frances rounds the corner, then sees him: Harry, standing by 
               his car, smiling.

                                     HARRY
                         Where to?

                                     FRANCES
                         Oh Harry...

               She approaches him tentatively.

                                     HARRY
                         This is it, kid. This is our chance. 
                         When you got a chance, you better 
                         take it.

                                     FRANCES
                         Yeah. I don't know.

                                     HARRY
                         You don't need to screw around 
                         anymore. You don't need Dwayne Steele 
                         or Odets or your mother. You need 
                         me.

                                     FRANCES
                         I know, but... There were so many 
                         people in there, Harry. Every time I 
                         turned around someone was pressing 
                         against me... watching, looking over 
                         my shoulder, touching me, grabbing, 
                         sticking things into me. When I feel 
                         somebody near me now... anybody... 
                         my skin starts to crawl.

               Long beat. She turns and stares at him sadly.

                                     FRANCES
                         You can't change the things they did 
                         to me, Harry. Only I can do that... 
                         by myself.

               He nods slowly.

                                     HARRY
                         Been a lot of years, you know. A 
                         long time waiting. For what? End up 
                         feeling like a sap.

                                     FRANCES
                         Oh please, Harry... don't even think 
                         it. You're the only person who ever... 
                         It's just... Can't you wait for me?

                                     HARRY
                         I don't know.

                                     FRANCES
                              (getting frantic)
                         Yes you do. If you love me you can 
                         wait, right? A month, six months, 
                         whatever it takes.

                                     HARRY
                         Right. Except... time has a way of --

                                     FRANCES
                         No, Harry, it's not time, it's us. 
                         You and me. And I'm telling you now 
                         that I'll come to you, okay? I'll 
                         find you. I will.

                                     HARRY
                              (smiles wistfully)
                         I hope so, Frances.

               They hug. Together for an instant. Then she shivers as if 
               the contact were too much.

                                     FRANCES
                              (disentangling)
                         I'm sorry.

               He nods, looks at her.

                                     HARRY
                         I'll be seeing you, kid.

               He turns and walks slowly to his car.

               EXT. HIGHWAY - DAWN

               Barren desert. The middle of nowhere. A lone male HITCHHIKER, 
               poor, stands at a crossroads. A car coming the wrong direction 
               raises dust along the highway. It slows, stops, and lets 
               Frances out. She is now dressed in jeans and a workshirt. 
               She has a heavy tan.

               She glances across at the Hitchhiker and nods casually. He 
               responds in kind. A relaxed silence follows. Two strangers 
               passing. His voice, when he speaks, is gentle, calm:

                                     HITCHHIKER
                         Pretty morning.

                                     FRANCES
                              (nods)
                         It's always beautiful at this time. 
                         Peaceful...

                                     HITCHHIKER
                         And no people.

                                     FRANCES
                         Yes.

               Beat.

                                     HITCHHIKER
                         Where you goin'?

                                     FRANCES
                         Wherever they're going, I'm going.

                                     HITCHHIKER
                         Yeah, I know what that's like... 
                         Where you been?

                                     FRANCES
                         Well, I was picking fruit with some 
                         migrant workers until...

               She stops. She sees now that the car heading toward her is a 
               cop car. She averts her face... then tries to hide her 
               gesture.

                                     HITCHHIKER
                         What's the matter?

               Frances sighs as the cop car speeds away.

                                     HITCHHIKER
                         They're looking for you, huh?

               She's uncertain whether to trust him. Takes the plunge:

                                     FRANCES
                         Yeah.

                                     HITCHHIKER
                         What'd you do?

                                     FRANCES
                         You know, I've never been able to 
                         figure that out.

               He laughs. She shivers slightly, pulls her clothes around 
               her. He takes out a small flask and offers, no strings:

                                     HITCHHIKER
                         I've got a little whiskey here, warm 
                         you up.

               She smiles, truly grateful:

                                     FRANCES
                         Thank you.

               Then she sees a ball of dust nearing... a car on his side.

                                     FRANCES
                         Wait. Maybe they'll pick you up.

               The car stops. Its lights flashing. COPS jump out.

                                     FRANCES
                         Shit!

                                     HITCHHIKER
                         Run!

               She does. She's pursued. The Hitchhiker makes an effort to 
               impede the Cops' progress, but is tossed aside. The Cops are 
               slowly, inevitably, gaining on her.

               EXT. SMALL TOWN JAIL - DAY

               Frances and Ernest walk out the door followed by a portly 
               SHERIFF. He watches them get in Ernest's car and drive off. 
               His expression says very clearly: I'm glad that's over with.

               INT. CAR - DAY

               Ernest's at the wheel, Frances at his side. Silence, then:

                                     FRANCES
                         Dad...? Why don't you stop at a side 
                         road and let me out?

               Ernest writhes slightly with discomfort.

                                     ERNEST
                         Francie, you know I can't do that.

                                     FRANCES
                         Why? It's such a simple thing. You 
                         just let me out and I disappear down 
                         a road and you never have to see me 
                         again.

                                     ERNEST
                         They'll just catch you again, Francie. 
                         Besides, your mother will know.

               We SEE them approaching a side road.

                                     FRANCES
                         Dad, here! You don't have to stop, 
                         just slow down. You can tell Mama I 
                         jumped out. She knows that's the 
                         kind of thing I'd do. She won't blame 
                         you.

                                     ERNEST
                         But I gave her my word. Besides, 
                         she's still your legal guardian. My 
                         hands are tied.

               They are nearer the side road.

                                     FRANCES
                         You know where you're taking me. You 
                         know what she'll do. Just give me a 
                         minute, slow down, give me an instant 
                         for once in your life, please?

                                     ERNEST
                         Please, Francie...

                                     FRANCES
                              (pleading)
                         Daddy!

               They pass the side road. It disappears behind them. All the 
               life seems to drain from Frances.

                                     ERNEST
                         I'll try to protect you, Francie. I 
                         will, I'll talk to her. We'll have a 
                         real talk.

               Frances buries her face in her hands.

                                     ERNEST
                         Are you... are you hungry?

                                     FRANCES
                         I pity us, Dad. I pity us both.

               INT. FARMER HOUSE - LIVING ROOM - DAY

               Lillian is sitting on the couch, waiting. We HEAR A CAR PULL 
               UP outside and stop. Doors slam. Steps come up the walk and 
               onto the porch. The door opens and Frances and Ernest enter. 
               Lillian rises to face her daughter.

                                     FRANCES
                              (coldly)
                         Do I go right away or do I have time 
                         to take a bath?

                                     LILLIAN
                         I was hoping for a kind word, little 
                         sister.

                                     FRANCES
                         You were hoping for a kind word?! 
                         You're my mother! You're supposed to 
                         nourish me! Support me!

                                     LILLIAN
                         I have!

               Through the window we SEE a white van pull up outside.

                                     FRANCES
                         No! All you've done is try to break 
                         my spirit, try to turn me into you! 
                         But I'm not you, mother, and I never 
                         will be, and thank god for it!
                              (to Ernest)
                         That goes for you too! And frankly, 
                         I don't know how, with the two of 
                         you, I turned out as sane as I am --
                              (to the MEN IN WHITE 
                              COATS who are at the 
                              door)
                         Wait right there, gentlemen, I'll be 
                         with you in a minute... and believe 
                         me, I don't want to stay here one 
                         second longer than I have to!
                              (turning back)
                         But I've got to tell you, Lillian, 
                         that one day before you die, you 
                         will realize what you've done and 
                         hang your head in shame. In shame!

                                     LILLIAN
                         But what --
                              (have I done?)

                                     FRANCES
                         No! You're not talking now. You 
                         listen. You can send me away, Lillian, 
                         you can pretend I'm crazy and pretend 
                         I'm still your little girl who can't 
                         take care of herself, but one thing 
                         you can't pretend anymore. You can't 
                         pretend I love you because I don't. 
                         I can't. Not after what you've done 
                         to me. Because you see... I'm still 
                         me... I'm trying real hard all this 
                         time to be me... and you, 'little 
                         sister', you haven't been any help 
                         at all.
                              (walking out the door)
                         Okay, boys, I'm ready.

               The way she goes out that door we know she's never coming 
               back.

               INT. STEILACOOM - VIOLENT WARD - NIGHT

               The ward is a huge room packed with nearly naked women, their 
               hair cropped very short. The walls are corrugated tin nailed 
               to bare wood framing. The place looks like an enormous tool 
               shed. The SOUND OF GARBLED VOICES and SCREAMING never stops. 

               These are the forgotten ones... beyond hope. Everyone here 
               has lost any notion of what they might have once been. Their 
               faces are slack, only their eyes glow with an animal ferocity. 
               Some wander aimlessly about, unheeding of others who are 
               pushing, kicking and screaming at them. Many squat in the 
               dirt by the walls, mired in their own urine and excrement, 
               chanting wordlessly to themselves. Some appear lifeless, 
               their prone bodies shoved out of the way. Some women are 
               involved in violent sex with themselves or each other, some 
               in mindless fist-fights. In a far corner we SEE a group of 
               men in various military and medical uniforms, their backs to 
               us, facing the wall, grouped around something. We HEAR their 
               cheering and laughing and joking, slapping each other on the 
               back.

               We SLOWLY MOVE CLOSER and can see over their shoulders the 
               object of their hilarity. It's Frances, lying naked and spread-
               eagled on the floor. Four hospital ATTENDANTS pin her arms 
               and legs. A SOLDIER, his pants down around his ankles, is 
               squirming violently on top of her. Frances' eyes are open 
               but glazed, her face turned away from her attacker. She is 
               passive and unresisting. She is reciting to herself, over 
               and over.

                                     FRANCES
                         We shall hear the angels, we shall 
                         see the whole sky all diamonds...

               Two of the SOLDIERS, waiting their turn, are smoking 
               cigarettes and chatting idly.

                                     SOLDIER #1
                         ...Best deal I ever made. Twenty 
                         bucks to fuck a fuckin' movie star.

                                     SOLDIER #2
                         Yeah, it's worth it I guess.

                                     SOLDIER #1
                         What's she saying, anyway?

                                     SOLDIER #2
                         Who knows. She's crazy, ain't she?

               Frances keeps reciting as one rapist gets off. The Soldiers 
               cheer as another quickly takes his place.

               EXT. STEILACOOM - DAY

               A heavy snow is falling. From the corrugated-tin Violent 
               Ward, a thin white hand protrudes from a narrow window to 
               catch a snowflake.

               As it opens and closes, capturing individual flakes, a VOICE 
               BEGINS TO SING "You Are My Sunshine...". We recognize Frances' 
               voice, still surprisingly strong and steady.

                                                               DISSOLVE TO:

               INT. STEILACOOM - TREATMENT ROOM - DAY

               TWO NURSES discuss Frances' condition as we SEE, background, 
               that she is getting electroshock treatments from a pair of 
               doctors.

                                     OLDER NURSE
                         I don't know why they even bother. 
                         She's had enough of this to knock 
                         sense into a bull elephant.

                                     YOUNG NURSE
                         Yeah?

                                     OLDER NURSE
                              (nods)
                         I checked the files. This one holds 
                         the record for shock treatments. 
                         Four hundred seventeen and no end in 
                         sight.

                                     YOUNG NURSE
                              (wincing)
                         You're kidding.

                                     OLDER NURSE
                              (indicating the doctors)
                         Yeah, well, you know doctors. They 
                         sure hate to use that word.

                                     YOUNG NURSE
                         What?

                                     OLDER NURSE
                         'Incurable.'

               OMITTED

               INT. STEILACOOM - HOLDING WARD - DAY

               Frances, barely conscious, lies strapped to a bed. Doyle and 
               an ORDERLY approach her. Doyle nods toward her as if to say: 
               that one. He and the Orderly unstrap her.

                                     FRANCES
                              (to Doyle)
                         Harry? Oh Harry, I knew you'd come. 
                         I love you, Harry. I love... Take me 
                         home, Harry.

                                     DOYLE
                         We'll get you home, Frances.

                                     FRANCES
                         Thank you, Harry.

               She's untied. The Orderly helps her up onto a gurney.

               She lies down. Doyle nods to the Orderly, who starts pushing 
               her.

               She is wheeled out and down:

               THE HALL

               Past other patients, doctors, etc. We see some of this from 
               her point of view.

               She goes through two swinging doors, down another hall... at 
               the end of which a man opens a door. She is pushed onto a:

               STAGE

               She is wheeled into a row... between two other patients. In 
               the background we HEAR a voice:

                                     DR. HARLINGTON (O.S.)
                         One merely inserts the leucotome 
                         beneath the eyelid and presses up 
                         into the prefrontal lobe, manipulating 
                         it so as to sever the nervous 
                         connections between the thalamofrontal 
                         radiation and the body of the brain.

               The lights are bright, on her and the other patients. We 
               cannot see, but we sense, an audience watching.

                                     DR. HARLINGTON (O.S.)
                         Because of the speed and simplicity 
                         of the operation, I am able, as you 
                         are seeing, to perform the procedure 
                         on ten patients in less than a half 
                         hour.

               Frances stares up at a fan in the ceiling. It's moving round 
               and round. The voice drones on.

                                     DR. HARLINGTON (O.S.)
                         The operation is completely painless 
                         and can be performed without any 
                         sedative whatsoever.

               We now see vaguely that DR. HARLINGTON has moved to the 
               patient on the adjacent gurney.

                                     DR. HARLINGTON
                         We have always known that this form 
                         of radical treatment was effective, 
                         but until now it couldn't be applied 
                         on a large scale. The old procedure 
                         required a full day's work by a 
                         surgical team to perform a single 
                         operation. In the same time, working 
                         alone, I can treat fifty.

               Frances turns and stares mutely, without emotion, at what's 
               happening next to her: the leucotome (an ice-pick-like 
               instrument) is inserted into a woman's eye socket...

                                     DR. HARLINGTON
                         This procedure works best on patients 
                         with extreme over-reactions to 
                         emotional stimuli. It can also be 
                         used as a last resort on those who 
                         seem impervious to other forms of 
                         treatment.

               The leucotome is then shoved up into the brain and twisted.

                                     DR. HARLINGTON
                         In plain language, my technique severs 
                         the nerves which give emotional energy 
                         to ideas. Along with the cure comes 
                         a loss of affect... a kind of 
                         emotional flattening...

               Frances turns away and stares at the fan again. There is 
               something simple and pleasing about its rhythmic whirring...

                                     DR. HARLINGTON
                         ...with diminished creativity and 
                         imagination. Patients become like 
                         good solid cake with no icing. But, 
                         after all, it is their emotions and 
                         imaginations that are disturbed.

               We glimpse the leucotome being withdrawn.

                                     DR. HARLINGTON
                         These patients will soon be leaving 
                         the hospital.

               Harlington's face moves vaguely into Frances' view.

                                     DR. HARLINGTON
                         Lobotomy gets 'em home.

               He moves directly over Frances, his pleasant face obscuring 
               the fan. As the leucotome descends, we:

                                                                    CUT TO:

               EXT. FARMER HOUSE - DAY

               Total disrepair: peeling paint, broken steps, fallen 
               shingles... This house is easing slowly back to nature...

               INT. FARMER HOUSE - LIVING ROOM - DAY

               Neglect is just as evident inside. Dust, faded rugs, torn 
               yellow curtains. Lillian sits on the couch staring out a 
               window. She has aged and looks tiny, frail, with no trace of 
               her old formidability. The scrapbook is open on her lap.

                                     LILLIAN
                         What was I saying? Oh yes, it was 
                         the Communists that did it to Frances.

               Ernest is hunched in a chair by the stone fireplace. FOUR 
               REPORTERS crouch on the floor, totally bored. Yesterday's 
               headlines are now old news.

                                     LILLIAN
                         They capture the mind by first 
                         seducing the heart. I suppose I never 
                         taught Frances to close her heart...

               Two Reporters rise and edge toward the door.

                                     REPORTER
                         Uh... excuse us, Mrs. Farmer. We're 
                         going to have to... uh...

                                     THIRD REPORTER
                              (rising)
                         Yeah, I better pack it in too.

                                     LILLIAN
                              (distractedly)
                         Pardon? Oh, would you like more 
                         lemonade?

               The last Reporter gets to his feet.

                                     FOURTH REPORTER
                              (kindly)
                         I think we've had enough. Thank you, 
                         Mrs. Farmer. Goodbye.

               He follows the others out. Lillian climbs wearily to her 
               feet and goes to the window, looks out. Ernest stares into 
               the fire.

                                     LILLIAN
                         You know, Ernie, I think we should 
                         have Frances' room repainted for 
                         when she comes home. That'll brighten 
                         her day.

               Ernest looks at her wearily, as if she is stark raving mad. 
               He knows damn well Frances isn't coming home...

               FADE IN ON: A TELEVISION SCREEN against a dark background 
               The show is "This Is Your Life". We SEE a smiling RALPH 
               EDWARDS, reading from a large black book. Next to him stands 
               Frances. She has aged dramatically, but is still a very 
               handsome woman. She seems uncomfortable.

                                     EDWARDS
                         ...Dwayne Steele divorced you, and 
                         from this point on, your story takes 
                         a darker turn. Shunned by the 
                         Hollywood you criticized so harshly, 
                         alienated from your family and 
                         friends, you turn your back on 
                         professional commitments in New York, 
                         and alcohol and drugs enter your 
                         life. These are sad, desperate times 
                         for you.

               Throughout this, Frances' jaw works slowly back and forth, 
               not from anger, but in embarrassment and doubt.

                                     EDWARDS
                         ...until finally your mother finds 
                         it necessary to commit you to a state 
                         mental institution. Were you mentally 
                         ill, Frances?

                                     FRANCES
                         ...No, Ralph. I don't believe I ever 
                         was sick. But when you're treated 
                         like a patient long enough, you're 
                         apt to act like one...

               We MOVE AWAY from the screen to see that the TV set is in 
               the living room of a comfortable, tastefully furnished home. 
               On the couch in front of the set sits Harry York. He still 
               looks athletic, young for his age. Tears stream down his 
               cheeks.

                                     EDWARDS (O.S.)
                         Were you an alcoholic?

                                     FRANCES (O.S.)
                         No.

                                     EDWARDS (O.S.)
                         Were you a drug addict?

                                     FRANCES (O.S.)
                         No. Never.

               ON THE SCREEN Edwards has moved Frances over to a seating 
               area where various people from Frances' life are waiting, 
               smiling at her. We've never seen any of them before.

                                     EDWARDS
                         ...and over 200 producers have been 
                         invited to watch your appearance 
                         here tonight... so who knows, Frances 
                         Farmer, anything's possible on your 
                         comeback trail!
                              (indicating seating 
                              area)
                         And since your friends tell me they 
                         have to drive you everywhere, look 
                         what we've got for you!

               The curtains behind them open to reveal a car in a spotlight.

                                     EDWARDS
                         A brand new 1958 Edsel!

               The audience applauds. Frances smiles guardedly.

                                     FRANCES
                         Thank you, Ralph.

                                     EDWARDS
                         Thank you, Frances. And after the 
                         show we're hosting a reception for 
                         you and your friends at Hollywood's 
                         own Roosevelt Hotel!

               Applause.

                                     EDWARDS
                         So, Frances Farmer, this is your 
                         life. Good night. God bless you.

               The audience applauds. Frances smiles wearily and accepts 
               congratulations.

               EXT. ROOSEVELT HOTEL - HOLLYWOOD - DAY

               A group of PEOPLE are coming down the front steps, Frances 
               among them. They all talk happily, Frances is silent but 
               smiling.

                                     WOMAN
                         Where shall we drop you, Frances? 
                         Home?

                                     FRANCES
                              (vaguely)
                         No... no, someone's picking me up.

               The people all excuse themselves, calling goodbye. Frances 
               waits by herself for a few moments, but soon begins to walk 
               away down the sidewalk.

                                     HARRY (O.S.)
                         Hey.

               She turns. Harry is leaning against the side of a building, 
               looking much as he did when they first met. But there is 
               very little light of recognition in Frances' eyes.

                                     HARRY
                         C'mere. I want to talk to you.

                                     FRANCES
                              (flatly)
                         Oh. Why, Harry York. How nice to see 
                         you.

               Harry is a little puzzled by her reaction.

                                     HARRY
                         How... how ya doin', Farmer?

                                     FRANCES
                         Fine, thank you. Did you watch the 
                         show?

                                     HARRY
                         Sure I did, that's why I'm here.

                                     FRANCES
                              (concerned)
                         How did I look?

                                     HARRY
                         Oh, you...
                              (smiling)
                         ...ennh.

                                     FRANCES
                              (a glimmer, but she 
                              does not pick up on 
                              the cue)
                         Well... you're looking well.

               They are both silent a long moment.

                                     FRANCES
                         I got a new car. Only it's red. Did 
                         you know Mama died?

                                     HARRY
                         Yeah. Yeah, I heard about that.

                                     FRANCES
                         Dad, too. I sold the house. I'm a 
                         faceless sinner, Harry...

                                     HARRY
                         Why do you say that?

                                     FRANCES
                         I'd ask you to take me home, but I'm 
                         a faceless sinner.
                              (she smiles)
                         ...You smell good, Harry. Familiar, 
                         you know? I'd ask you to take me 
                         home, but...

               Harry is alarmed now.

                                     HARRY
                              (taking her by the 
                              arm)
                         Frances!

               She angrily bares her teeth; then just as suddenly she relaxes 
               and becomes lucid.

                                     FRANCES
                         Don't get mad at me, Harry. Please. 
                         It's just... Some things happen for 
                         the best.

               Beat.

               She takes his hand as if to shake it.

               Harry clasps hers tenderly.

               She holds on like an old woman, stroking his hand. For an 
               instant she gets lost in time, just holding his hand. Then 
               she looks up.

                                     FRANCES
                         It's going to be slow from now on. 
                         Do you know what I mean, Harry?

                                     HARRY
                         I'm not sure.

                                     FRANCES
                         Very slow.
                              (uncertainly)
                         But we're not going to stop, are we?

                                     HARRY
                         No.

                                     FRANCES
                              (reassured)
                         No, we're not.

               It is as if she is able to express in words the last remnant 
               of her indomitable will... but the words bear no emotional 
               power.

                                     FRANCES
                         Goodbye, Harry. It was very good to 
                         see you again.

                                     HARRY
                         Yes. Would you like me to walk a 
                         little way with you?

                                     FRANCES
                         That would be okay.

                                     HARRY
                         Just a little way.

               He offers his arm. She takes it. All rather formal. They 
               stroll on together.

                                                             FADE TO BLACK:

                                         THE END