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I Love You Phillip Morris Movie Script

Writer(s) : Glenn Ficarra, John Requa

Genres : Comedy, Drama, Romance

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                        I LOVE YOU PHILLIP MORRIS


                           A true story of life,
                          love and prison breaks


                                Written by 

                       Glenn Ficarra & John Requa



                   Based on the book by Steve McVicker






                                                        4.27.2008

1   EXT. SKY - DAY                                              1

    Fluffy white CLOUDS drift across a clear blue sky.

    TITLE CARD-
                     "This really happened"

                                               FADE TO WHITE:

    TITLE CARD-
                         "It really did"

    A dull WHINE is heard building in volume until finally-

                                                SMASH CUT TO:


2   INT. TEXAS STATE PENITENTIARY HOSPITAL WARD - 1998 - DAY    2

    Startled, STEVEN RUSSELL (40) opens his eyes. Gaunt and
    pale, he seems to be on death's door. The whine we once
    heard is now the high-pitched ALARM of medical equipment.

    The door BURSTS open. NURSES enter, rushing toward him.

    The nurses pass him and attend to the PATIENT in the next
    bed over, frantically administering CPR.

    SUPER: "TEXAS STATE PENITENTIARY INFIRMARY - 1998"

    A DOCTOR appears and pushes the nurses aside.

                           DOCTOR
              Where's the crash cart!?

    He straddles the patient's chest and pushes down hard-
    the sound of a sternum CRACKING can be heard.

    Steven returns his gaze to the ceiling. A CHEERY VOICE
    counterpoints the bleakness of this scene.

                           STEVEN (V.O.)
                     (upbeat and happy)
              Love sure is a funny thing...
              It makes you happy. Makes you sad. Makes
              you do all sorts of things you never
              thought you'd do before. Love's the
              reason I'm here actually.

                                                SMASH CUT TO:
    "I Love You Phillip Morris"   Green Pages      5-23-08   2.


3   EXT. MARSHLAND - CHESAPEAKE BAY, VA - 1966 - DAY              3

    A group of FOUR NINE YEAR OLDS lie in the grass atop a
    hill. They stare up at the clouds, playfully arguing.

                           RED HAIRED BOY
              I still don't see it.

                           LITTLE GIRL
              It's right there.

    A young STEVEN RUSSELL (9) is among them.

                           YOUNG STEVEN
              It's really big.

                           STEVEN'S MOM (O.S.)
              Steeeeeeeeeven...

    Steven looks down the hill to see his mother calling.

                           STEVEN'S MOM (CONT'D)
              Steeeeeeeeeven...


4   INT. LIVING ROOM CHESAPEAKE BAY, VA - 1966 - DAY              4

    Young Steven sits in the middle of the couch. His PARENTS
    and 11 year old BROTHER stand before him. He stares at
    them- innocent and doe-eyed with a big smile on his face.

                           STEVEN'S MOM
              Are you a happy little boy Steven?

    Steven smiles and nods.

                            STEVEN'S MOM (CONT'D)
              You've always been such a happy little
              boy.
                     (then)
              Now Steven, we want to tell you something
              very important, but I want you to
              understand that it doesn't change a
              thing.

    Steven awaits, smiling.

                           STEVEN'S MOM (CONT'D)
              We're still gonna love you, you're still
              gonna be our happy little boy and you're
              still gonna--

                           STEVEN'S BROTHER
              You're adopted.
"I Love You Phillip Morris"   Green Pages     5-23-08     3.


                       YOUNG STEVEN
          Shut up!

He glares at his brother, then turns back to his mother.
Her face says it all.

                       STEVEN'S MOM
          It's true.

WHACK! She SWATS his brother in the head. Steven starts
putting things together.

                        STEVEN'S MOM (CONT'D)
          Your brother overheard your Dad and I
          talking and well, we didn't want you to
          hear it from anybody but us.
                 (then)
          It's true. You're a special little boy.
          You know why? Because we chose you. Not
          like your brother here who's natural.

                       STEVEN'S DAD
          Your Mother's right. It's cause we love
          you. So we put some money in a brown
          paper bag and gave it to your real mom in
          the hospital parking lot so you could
          come home with us. Okay?

                       STEVEN'S MOM
          It doesn't change a thing honey. We love
          you just as much as we love your brother
          here...
                 (best of intentions)
          ...and he's natural.

                       STEVEN'S DAD
          So son, are you okay?

Steven smiles wide.

                       YOUNG STEVEN
          Yes Daddy.

As his parents prattle on, Steven's VO comes full.

                       STEVEN (V.O.)
          It hurt a bit, but I decided I wasn't
          gonna let it get me down. No way. I was
          gonna be the best son- No, the best
          person I could be.
     "I Love You Phillip Morris"      Green Pages     5-23-08   4.


5    I/E. VIRGINIA BEACH CHURCH OF GOD - 1984 - DAY                  5

     A joyous Sunday. OPEN ON the LETTER BOARD of THE VIRGINIA
     BEACH CHURCH OF GOD. The date reads, MARCH 1984.

     A congregation packs the church to the rafters as a
     Lawrence Welk-ish CHOIR praises Jesus to the tune of
     Hallelujah! We Shall Rise.

     Amidst this white-man's paradise sits a smiling and
     healthy STEVEN- playing the organ with a happy-stick
     planted firmly up his ass.

     As the joyous flock whoops it up, Steven winks to his
     wife (DEBBIE) and their 4 YEAR OLD DAUGHTER (STEPHANIE)
     who sit in the first row.

     Steven, oblivious, hits a sour note or two-- but keeps on
     playing with happy abandon. The crowd continues to enjoy
     the inspiring hymn.


6    I/E. VIRGINIA BEACH POLICE STATION FRONT DESK, 1984 - DAY 6

     A police receptionist (MANDI) at a switchboard in a small-
     town police station answers the phone.

                            MANDI
               Virginia Beach Police Department, how may
               I direct your call?

     Steven enters in UNIFORM, smiling wide. Mandi waves
     happily. She covers the receiver and whispers.

                            MANDI (CONT'D)
               Something came for you.

     As he nods and moves on he's greeted by a VARIOUS
     POLICEMEN. We can tell he's well liked.

                             STEVEN
               Hey fellas.

                            VARIOUS POLICEMAN
               Hey Steve, Steve, mornin', etc...

     Steven arrives at his desk to find a large FILE BOX. He
     turns it around to reveal writing on the side. It reads,
     "BASHAM, BRENDA"


6A   INT. STEVEN'S HOUSE, VIRGINIA BEACH - 1984 - NIGHT          6A

     Establishing of the empty parts of the home.
    "I Love You Phillip Morris"      Green Pages   5-23-08   5.


7   INT. STEPHANIE'S BEDROOM (VIRGINIA, 1984) - NIGHT             7

    Steven switches off the small lamp beside Stephanie's
    bed. He kisses her forehead.

                           STEVEN
              Have lots of dreams...

                            STEPHANIE
                      (smiling)
              Okay.


8   INT. STEVEN AND DEBBIE'S BEDROOM (VIRGINIA, 1984) - NIGHT 8

    Steven and Debbie kneel at the edge of the bed, praying.

                           DEBBIE
              ...and if it wasn't for you Jesus, I
              would have never found that last coffee
              filter and Prayer-Girls would have been
              ruined. So thank you for that.

                            STEVEN
              Amen.

    Steven moves to get up but settles back in when she
    continues.

                           DEBBIE
              And thank you for Steffie's allergy
              screen coming back all negative. I always
              knew it was in your plan for her to enjoy
              nuts. And finally I want to thank you
              for this man Jesus. This man who works
              so hard to make us happy without even a
              thought for himself.

    Steven smiles at that sentiment. Again he moves to get up
    when--

                           DEBBIE (CONT'D)
              This man who pursued me to the ends of
              the Earth and promised me a life of
              eternal happiness. A promise he has kept
              oh Lord. Every day. Amen.

                            STEVEN
              Amen.

    Steven tries to get up again. Then-
    "I Love You Phillip Morris"     Green Pages   5-23-08   6.


                           DEBBIE
              Sometimes when I think of how happy I am,
              I just want to cry. Like the time when
              you--

                           STEVEN
                     (politely)
              Okay let's wrap it up...

                           DEBBIE
              And in your gracious name, I find thee
              and praise thee. Amen.

                           STEVEN
              Amen.

                                                       CUT TO:


9   INT. STEVEN AND DEBBIE'S BEDROOM 1984 - NIGHT - LATER        9

    CLICK. In bed with Debbie, Steven switches off the light
    and lets out a hearty YAWN.

                           STEVEN
              I'm absolutely bushed.

                           DEBBIE
              Me too.

    They turn on their sides, back to back in the bed. After
    a few moments of SILENCE, Steven rolls over and puts his
    arm around her, gently feeling her breasts.

    Debbie turns on her back and they kiss quietly as Steven
    quietly gets on top. In moments, they are rocking with
    the gentle rhythm of everyday sex.

    Just as things are peaking, Steven suddenly STOPS and
    strikes a conversational tone.

                           STEVEN
              Deb- You know how, as a cop, I have lots
              of access? You know- records and things?

                           DEBBIE
                     (surprised)
              Steven-

                           STEVEN
                     (oblivious)
              Now do you think it's, you know,
              unethical, to use that to find my mother?
     "I Love You Phillip Morris"      Green Pages    5-23-08   7.


     Debbie quickly realizes where his head is at.

                             DEBBIE
               Oh... that.   Yeah, um, well I don't know-

                            STEVEN
               I swear honey- getting around the system's
               so easy. No one would even know I did it.

                            DEBBIE
               I know you want to find her Steven, but
               you need to think about this.

                            STEVEN
               You're right, I shouldn't have done it.

                            DEBBIE
               You did it!? Oh my God, Steven- what'd
               you find?

     Steven shrugs.

                            STEVEN
               I haven't looked. It's downstairs.

                            DEBBIE
               Really? Well let's go!

     She moves to get up. Steven takes umbrage.

                            STEVEN
               Well hold on- let me finish.

                             DEBBIE
               Oh, right.

     Steven thrusts and tenses.

                            STEVEN
               There- that's got it.


10   INT. STEVEN AND DEBBIE'S HOUSE 1984 - DINING ROOM - NIGHT 10

     Steven flips through the file box, reading through
     various pages. Debbie watches with compassion as he
     reads. Eventually he cracks an incredulous SMILE.

                             DEBBIE
               What?

                            STEVEN
               She's right here. She's been right here
               all this time.
     "I Love You Phillip Morris"     Green Pages   5-23-08     8.


                            DEBBIE
               It's really her?

                            STEVEN
               Yeah. No question.

                            DEBBIE
               My goodness Steven, that's wonderful.

     He reads on, his smile ever widening until-

     He comes across something that concerns him and his voice
     trails off. His smile fades, replaced by a look of dread.

     Debbie grows concerned.

                            DEBBIE (CONT'D)
               What? What is it? Steven?

     He cannot believe his eyes.


11   EXT. BASCOMBE HOME, VIRGINIA, 1984 - DAY                    11

     Steven walks up to a middle class home and raps on the
     screen door. A kindly woman (MRS. BASCOMBE) arrives
     behind the mesh wearing a birthday PARTY HAT.

                            MRS. BASCOMBE
                      (alarmed)
               Is something wrong officer?

                            STEVEN
               Are you Barbra Bascombe?

                            MRS. BASCOMBE
               Yes. Is something wrong? Is someone hurt?

                            STEVEN
                      (lip quivering)
               In a manner of speaking, yes. You gave
               up a baby for adoption, correct?

     An ashen look overcomes Mrs. Basham's face. She removes
     her hat.

                            MRS. BASCOMBE
               I don't think I know what you're talking
               about.

     Steven can see that behind her is a small FAMILY
     GATHERING at the table, grouped around a BIRTHDAY CAKE.
"I Love You Phillip Morris"     Green Pages     5-23-08   9.


                       STEVEN
          Elizabeth City? St Jude's Hospital?
          Remember?

                       MRS. BASCOMBE
          I don't know what you're talking about.

                       STEVEN
          You were young. I know that you made a
          mistake giving me away, but-

                        MRS. BASCOMBE
          Listen-

                        STEVEN
          Shhhhhh.   Mommy please- let me finish.

What color that remains in her face drains away.

                         STEVEN (CONT'D)
          We   all make mistakes. What I came here
          to   say is, I forgive you because none of
          us   is perfect but now with a fresh start
          we   can build --

She SLAMS the door in his face.   From behind the door-

                       MRS. BASCOMBE (O.S.)
          I have no idea what you're talking about,
          Steven.

                       STEVEN
          No, it's okay, I know everything.    But
          it's fine. Just tell me why--

                        MRS. BASCOMBE (O.S.)
          Go away!

                       STEVEN
          Okay, okay. I understand. It's a lot at
          once. But I can come back. How's that?
          I can come back later, I'll bring us some
          coffee and we can talk about...
                 (suddenly furious)
          WHY YOU ABANDONED ME AND KEPT YOUR OTHER
          TWO CHILDREN! I WAS THE MIDDLE CHILD!
          WHAT WAS WRONG WITH ME?! WHAT WAS WRONG
          WITH ME!?

Tears stream down Steven's face. He gets in his car and
slams the door. And as he sits there trying to make sense
of things...
     "I Love You Phillip Morris"   Green Pages    5-23-08    10.


                            STEVEN (V.O.) (CONT'D)
               I quit the force that day. I packed up
               the family and moved to Texas. I got a
               great job and got to living the American
               Dream.


12   I/E RUSSELL HOUSE - HOUSTON - 1986 - DAY                    12

     The ideal suburban American barbecue is in full swing at
     the new Russell household.

     In a series of brief vignettes, Steven shows off the
     house, his family and his new corvette.

                                                          CUT TO:

     A happy Steven moves through the backyard with a plate of
     meat fresh off the grill.

     Continuing past the buffet he enters the dining room to
     find SIX YEAR OLD STEPHANIE (same actress) happen past.
     Steven lovingly scoops her up without a thought.

                            STEPHANIE
               I can't find my blue fish.

                            DEBBIE (O.S.)
               Steven?

     He turns to see Debbie across the room talking to a YOUNG
     COUPLE. She waves him over.

                            STEVEN
                      (to Stephanie)
               In the laundry room.

     He puts her down and heads over to Debbie and the couple.

                            DEBBIE
               Steven you haven't met our new neighbors
               down two and across the street- Neil and
               Sara.

                            STEVEN
               No I haven't. I hope you're planning on
               changing the paint. What do you call that
               color?

                            NEIL
               Oh we're changing it.

     They all burst into loud breaking-the-ice laughter.
"I Love You Phillip Morris"      Green Pages    5-23-08   11.


                       STEVEN
          Good, good, good... good.

                       NEIL
          So Debbie tells me you used to be in the
          police force back in Georgia.

                       STEVEN
          Virginia Beach.

                       NEIL
          Right. Sorry...

                       SARA
                 (embarrassed)
          Neil...

                       STEVEN
          Yeah, kinda lost interest.     Got back into
          the family business.

                        NEIL
          Which is?

                       STEVEN
          Produce. I work for Sysco.

                       NEIL
          That's a big outfit. They give you that
          Corvette out there?

                        STEVEN
          Yes sir-ee.

                       DEBBIE
          Great benefits, too.

                       STEVEN
          And the hours don't crush me either.    I
          get plenty of home time.

                       DEBBIE
          It's good to have him where I can keep an
          eye on him.

                       STEVEN
                 (suggestive)
          Among other things...

Debbie gives an embarrassed GUFFAW as he smooches on her.

                       SARA
          Ooooooh! Watch out!
     "I Love You Phillip Morris"   Green Pages     5-23-08    12.


     And as they giggle and play wrestle...


13   INT. HOUSTON APT. BEDROOM (TYLER) - 1986 - NIGHT           13

     Amidst the moonlit shadows, the THUMPING of VIGOROUS
     LOVEMAKING is heard. It continues, getting louder and
     louder until we make out two forms doing it doggie-style
     in the bed.

     Building to the climax, Steven moans with pleasure.

                            STEVEN
               I'm gonna come, I'm gonna come...

     Suddenly we see the face of the MOUSTACHED MAN he's
     fucking.

                            MOUSTACHED MAN
               DO IT MAN! COME IN MY ASS!

                                                   SMASH CUT TO:


14   INT. TEXAS STATE PENITENTIARY HOSPITAL WARD - 1998 - DAY 14

     We are back with Steven in his hospital bed at the
     Penitentiary.

                            STEVEN (V.O.)
               Oh did I forget to mention I was gay?
               Yeah, sorry about that. I'm gay. Gay,
               gay, gay, gay, gay. Have been as long as
               I can remember...

                                                   SMASH CUT TO:


15   EXT. MARSHLAND - CHESAPEAKE BAY, VA - 1966 - DAY           15

     WE'RE BACK on the hilltop from the beginning of the
     movie.

     Nine year old Steven and his three young FRIENDS crest
     the verdant hill- running and laughing through the
     backlit dandelion fluff of an idyllic summer day.

     They all collapse into the long grass like the splayed
     arms of a starfish. Catching their breath, they stare up
     at the sky- searching for shapes in the clouds.

                            LITTLE GIRL
               I see a pony! What do you see!?
     "I Love You Phillip Morris"    Green Pages   5-23-08     13.


                            LITTLE BOY
               I see a diesel train!

                            RED HAIRED BOY
               I see a whirlybird!

                            YOUNG STEVEN
               I see a wiener.

     They look at him with incredulity.

                            RED HAIRED BOY
               What?! What kind of wiener?

                            YOUNG STEVEN
               A man's wiener.

                            LITTLE BOY
               Shut up! There's no wiener!

                              YOUNG STEVEN
               Uh huh!

                            RED HAIRED BOY
               No there's not!

     There is a long silence.   Then-

                            LITTLE GIRL
               Oh I see it. There it is!

                              YOUNG STEVEN
               Told ya...

     And as the other boys squint closely...

                            STEVEN (V.O.)
               Anyway where was I? Oh yeah--

                                                  SMASH CUT TO:


16   INT. HOUSTON BEDROOM - 1986 - NIGHT                        16

     Once again, the MOUSTACHED MAN throws his head back in
     the throes of lust.

                            MOUSTACHED MAN
               DO IT MAN! COME IN MY ASS!

     Steven drives it home.
     "I Love You Phillip Morris"   Green Pages       5-23-08   14.


                            STEVEN (V.O.)
                      (matter of fact)
               And I did.


17   EXT. HOUSTON APARTMENT DOORWAY, 1986 - LATER THAT NIGHT     17

     The Moustached Man and Steven say goodbye at the door.

                            STEVEN (V.O.)
               I had been living a lie for a long, long
               time. I tend to do that... hide things.

                            MOUSTACHED MAN
               You be careful out there, you're a little
               drunk.


18   EXT. HOUSTON STREET - 1986 - NIGHT                          18

     Steven drives his red Corvette, hard top removed, with a
     contented look on his face. He glows as the Pet Shop
     Boys' "West End Girls" plays on the radio.

                             STEVEN (V.O.)
               Now just because I was screwing around
               doesn't mean I didn't love Debbie. I did.
               I loved her with all my heart...
               Stephanie too. My family was all I had
               and they needed me. So I told myself it
               was just a little lie and it was better
               for everybody if it stayed that way.
                      (beat)
               That's what I told myself. But life has a
               way of forcing these things into the
               light.

     CRASH! A CROSSING PICKUP TRUCK smashes into the driver
     side door-- violently propelling steven and his corvette
     out of frame.

                            STEVEN (V.O.)
               You might even call it an epiphany.


19   OMITTED                                                     19


20   EXT. DITCH - HOUSTON, 1986 - LATER THAT NIGHT               20

     Badly mangled and triaged, Steven stares intently at the
     night sky with his one good eye as Paramedics remove him
     from the ditch on a back-board. The remains of the
     corvette are all around.
     "I Love You Phillip Morris"       Green Pages   5-23-08   15.


                            STEVEN
                      (low murmur)
               I haven't lived my life.

                            PARAMEDIC
               Try not to talk sir.

                            STEVEN
                      (bleary)
               Fuck you... No one is going to tell me
               what to do anymore. No more lies. I'm
               going to live my life. My way. Be the
               real me. Time for some good living. Buy
               what I want, do what I want, fuck who I
               want. My way.

                            PARAMEDIC
               Okay sir whatever you say.

                            STEVEN
               I'm gonna be a fag.

                              PARAMEDIC
               Okay.

                              STEVEN
               A big fag...

                            PARAMEDIC
               Alright.
                      (to other paramedic)
               Let's move.


21   INT. HOUSTON HOSPITAL CORRIDOR - 1986 - NIGHT               21

     Debbie walks alongside a DOCTOR, deeply concerned and
     listening to his assessment.

                            STEVEN (V.O.)
               Yep, just like that I decided to start my
               life over and live it like the real me.
               No more lies. I was born again.


22   INT. HOUSTON HOSPITAL - 1986 - NIGHT - CONTINUOUS           22

     Debbie enters the room to find Steven, bandaged and
     bristling with tubes.

                            STEVEN (V.O.)
               It would be hard to break it to Debbie,
               but I knew I'd find a way...
     "I Love You Phillip Morris"     Green Pages      5-23-08   16.


     He turns his head to her and smiles wide.

                            STEVEN
               Honey, I'm gay!

     Debbie freezes, she can't believe her ears.   And as she
     stares at his smiling face in shock...

                             STEVEN (V.O.) (CONT'D)
               To my surprise, we stayed friends.
                      (then)
               And I was finally free.

                                                          FADE IN:


23   EXT. STREET - SOUTH BEACH FLORIDA - 1992 - DAY               23

     VINTAGE MAMBO MUSIC. Palm trees line an upscale Palm
     Beach shopping district. Well-heeled nabobs cruise the
     boulevard, shopping and being seen.

     Two MINIATURE DOBERMAN PINSCHERS on a tandem leash appear
     from around a corner soon followed by the NEW STEVEN with
     a handsome young man on his arm (JIMMY KEMPLE).

     Steven's pajama-like clothes, perfect tan and loose
     demeanor make him the very essence of a man with new
     found freedoms.

                            STEVEN (V.O.)
               Life was good. Everything was falling
               right into place. I moved to Florida, got
               a new job, had two adorable pups, I was
               dating a cute guy named Jimmy. I could
               do anything I wanted...


24   INT. GAY CLUB - MIAMI, 1992 - NIGHT                          24

     DANCE MUSIC THUMPS as Steven passes around a tray of
     drinks to friends.

                            STEVEN (V.O.)
               But it didn't take me long to realize
               something that never occurred to me
               before. Actually no one ever talks about
               this but...

     When everyone is served, he raises his glass and let's
     loose a PARTY HOOT. They concur and drink.
     "I Love You Phillip Morris"      Green Pages   5-23-08   17.


                             STEVEN (V.O.)
               ...being gay is really expensive.
                      (beat)
               It is.

     Steven leans over and makes out with Kemple.


25   QUICK MONTAGE                                               25

     QUICK CUTS of Steven enjoying his gay life with Kemple at
     BOUTIQUES, SALONS, RESORTS, GYMS, HAUTE CUISINE
     RESTAURANTS, etc...

                            STEVEN (V.O.)
               I mean it's not just sucking cock. It's
               wardrobe, it's hair, personal trainers,
               big labels, resorts, fine dining... it
               goes on and on and on. So I needed money.
               And for a guy without a college
               education, my options were limited.


26   INT. GROCERY STORE - MIAMI, 1992 - DAY                      26

     Steven inexplicably pours cooking oil out onto a grocery
     store aisle with a basket slung over his arm.

                            STEVEN (V.O.)
               So I had no choice--
                      (beat, giddy)
               I became a con man!

     SLIP-WHAM! Steven throws himself in the air and falls
     flat on his back with a scream.

                            STEVEN (V.O.)
               Of course that was easy for me, every
               closet case is a con anyways.

     And as people gather around, he grasps his neck and moans
     litigiously--


27   INT. LAW OFFICE - MIAMI, 1992 - DAY                         27

     OPEN CLOSE on A PARALEGAL. She opens a briefcase and
     removes an envelope.

     CUT TO REVEAL Steven holding crutches at his side, across
     from a few LAWYERS. The paralegal hands him the envelope.

                             LAWYER
               Your check.
     "I Love You Phillip Morris"     Green Pages   5-23-08    18.


                            STEVEN
               Thank you.

     With great difficulty, Steven gets on his crutches and
     makes his exit.

                            STEVEN (V.O.) (CONT'D)
               Now it didn't happen all at once. It was
               sort of a gradual thing...


28   EXT. GROCERY RECEIVING DOCK - MIAMI, 1992 - DAY             28

     An OLD WAREHOUSE MANAGER emerges from a darkened AMITY
     FOODSERVICE trailer with a crate of tomatoes in hand. As
     he steps out onto the dock, he passes Steven, who is
     talking with a 500 pound PRODUCE MANAGER.

     Tomato crates are all around.

                            STEVEN (V.O.)
               It started with work. Tomatoes. I used to
               buy low grade tomatoes in the field and
               sell them to clueless chain stores as
               higher grade.

                            PRODUCE MANAGER
               These are gorgeous. U.S-1 right?

                            STEVEN
                      (big smile)
               Finest in the land...

     And as they talk-

                            STEVEN (V.O.) (CONT'D)
               It's called `field buying'. I could clear
               three thousand dollars in a good week
               doing that. But frankly it wasn't enough.


29   INT. MIAMI JEWELRY STORE - MIAMI 1992 - DAY                 29

     Steven stands before a SALESPERSON at a counter.

                            SALESWOMAN
               Cash or charge?

                            STEVEN
               Charge...

     Steven flips through a handful of identical CREDIT CARDS.
     "I Love You Phillip Morris"     Green Pages     5-23-08   19.


                            STEVEN (CONT'D)
                      (sotto)
               Steven A Russell, Steven G Russell,
               Steven M Russell, Doctor Steven M
               Russell, Doctor Steven J Russell...
                      (seeing one he likes)
               Ah!

     He gives a card to a smiling SALESWOMAN.

                            SALESWOMAN
               Thank you...
                      (reading card)
               ...Mister Evans. Can I see some ID?

                            STEVEN
               Of course.

     And as Steven riffles through an equally large stack of
     DRIVER'S LICENSES...


30   INT. DEPARTMENT STORE - MIAMI 1992 - DAY                      30

     Steven stands atop a escalator, looking around.

                            STEVEN (V.O.)
               But when money got really tight, the slip
               and fall always came in handy.

     He throws himself down the escalator, out of frame to the
     floor below. Painful tumbling is heard.

     At the BOTTOM of the escalator a hard THUD is heard.      A
     beat later, Steven's feet slide into frame.


31   INT. PALM BEACH APARTMENT - 1992 - LIVING ROOM - MORNING 31

     CHRISTMAS MUSIC.

     Dressed in pajamas, Steven and Kemple sit cross-legged at
     the base of their Christmas Tree, surrounded by torn
     paper and strewn gifts. Steven's arm is in a cast.

     Kemple opens a hinged case to reveal a GOLD Rolex watch.

                            KEMPLE
               Oh wow...

                            STEVEN
               What do you think? Yes?
     "I Love You Phillip Morris"      Green Pages       5-23-08   20.


                            KEMPLE
               Well Steven it's beautiful.     It really
               is.

                            STEVEN
               You don't like it.

                             KEMPLE
               No, no, no.   I do.

                            STEVEN
               You don't like it.

                            KEMPLE
               I'm menstruating. Don't listen to me.

                            STEVEN
               Tell me what's wrong with it.        Is it the
               gold?

                             KEMPLE
               Well...

                            STEVEN
               That's why I got you the stainless!

     He takes out another box and hands it to Kemple.

                             KEMPLE
               Steven!

     As he opens it, Steven grabs the gold Rolex.

                            STEVEN
               The gold one is for me, dipshit.

     Kemple smiles broadly as he admires his new watch.

     The PHONE RINGS. Steven rushes to answer it.

                            STEVEN (CONT'D)
               Merry Christmas!


32   INT. DEBBIE'S HOUSTON HOME, 1992 - MORNING - CONTINUOUS        32

     Debbie, on the phone, is INTERCUT. Stephanie is in the
     background, opening gifts at the base of their tree.

                            DEBBIE
               Merry Christmas.

                             STEVEN
               Hi Debbie!
"I Love You Phillip Morris"       Green Pages     5-23-08   21.


                         DEBBIE
          How's Jimmy?

                        STEVEN
          Good.   Did you get the gifts?

                       DEBBIE
          Well that's why I'm calling...

CUT WIDE to reveal a GIFT BOX FILLED WITH STACKS OF CASH.

                       STEVEN
          You're welcome!

                       DEBBIE
          I can't keep this.

                         STEVEN
          Why not?

                       DEBBIE
          Well... it's not Christian.

                       STEVEN
          Not Christian? Why's that?

                       DEBBIE
          This is not what the Lord wants.

                       STEVEN
          So you're saying you know what the Lord
          wants?

                       DEBBIE
          No. I would never say that. Why? Do you
          think this is what he wants?

                       STEVEN
          It's the leap of faith Deb.       It's the not
          knowing that's the answer.

This gets traction with Debbie.

                       DEBBIE
          Well I never thought about it that way...

                         STEPHANIE (O.S.)
          Mommy look!

CUT TO REVEAL Stephanie has her own BOX OF CASH.

                         DEBBIE
          Steven!
     "I Love You Phillip Morris"      Green Pages    5-23-08   22.


     And as Steven listens to Debbie's rant--

                            STEVEN (V.O.)
               Of course, Jimmy and Debbie had no idea
               what I was up to. For the time being, at
               least...


33   INT. AMITY FOOD SERVICE - MIAMI, 1992 - MORNING             33

     Steven exits an elevator and saunters into work, happy as
     ever. He passes the AMITY FOODSERVICE Logo and a CHERUBIC
     SECRETARY.

                            STEVEN
               Morning Sandy!

                            CHERUBIC SECRETARY
               Morning Steven. You have visitors.

                             STEVEN
               Okey-dokey!

     Steven quickly gets a deeply concerned look on his face
     as he approaches his office.

     The door is slightly ajar. He secretly peeks in to see...

     TWO FEDERAL MARSHALLS wait in Steven's office. He
     instantly knows what's going on.

                            STEVEN (V.O.) (CONT'D)
               Federal Marshalls...

                                                          CUT TO:


34   INT. AMITY FOOD SERVICE - MIAMI, 1992 - MORNING             34

     Steven paces nervously outside the elevator, growing more
     and more anxious as he waits.

                            STEVEN (V.O.)
               They wanted me for all sorts of stuff-
               Insurance fraud, identity theft, passport
               fraud. They were probably gonna
               extradite me all the way back to Texas. I
               had to decide what to do next.
      "I Love You Phillip Morris"   Green Pages    5-23-08    23.


34A   EXT. PALM BEACH APARTMENT - 1992 - DAY                     34A

      Steven's Ford Bronco cruises past the apartment building
      to find a few POLICE CARS parked outside. He drives on.

                                                  SMASH CUT TO:


35    EXT. ABANDONED LOT - FLORIDA, 1992 - DAY                    35

      Steven BLUBBERS TO HIMSELF inside his Bronco which is
      parked in a bleak lot near a looming billboard.

                             STEVEN (V.O.)
                But one thing was for sure-- I was not
                gonna let them put me away. I was a cop
                and I knew what jail was like. And there
                was no way I was going there. I had a
                plan.

      He continues to CRY uncontrollably as he raises a
      PRESCRIPTION BOTTLE and dumps all the pills into his
      mouth. He reaches into the back seat and pulls out a
      bottle of Galliano to wash it down.

      He starts up the car.

                             STEVEN (V.O.)
                Yep. Everything was gonna be just fine.


36    EXT. ROAD - FLORIDA 1992 - DAY                              36

      CARS PASS through frame, quickly heading wherever it is
      they are going. Moments later, a car horn is heard,
      incessantly blaring and building in volume until--

      STEVEN'S CAR IDLES INTO FRAME AT 1 MPH. The Heights',
      "How Do You Talk To An Angel" is barely audible over the
      car horn and STEVEN is slumped over the steering wheel.

      Moments later, it veers off down into the grassy shoulder
      and out of frame.

                                                      FADE OUT.


37    INT. PALM BEACH HOSPITAL - 1992 - MORNING                   37

      Steven awakes in a hospital bed. He looks around and
      eventually looks through the observation glass into the
      hallway. He sees Debbie talking to a COP.
     "I Love You Phillip Morris"       Green Pages   5-23-08   24.


                              KEMPLE (O.S.)
               Hey...

     He readjusts to see Jimmy sitting nearby.

                              STEVEN
                        (bleary)
               Sorry.

                            KEMPLE
               Why didn't you tell me?

                            STEVEN
               I can't go to prison, Jimmy. I can't. I
               can't go to prison. I can't. I can't...

                            KEMPLE
               Okay-okay calm down. It's okay. I just
               want to tell them you're awake and we can
               take it from there.

     Confident that Steven is calm, Jimmy steps into the hall.


38   INT. PALM BEACH HOSPITAL CORRIDOR - 1992 - CONTINUOUS         38

     Jimmy joins Debbie and the Cop in the hallway.    Steven is
     visible in bed through the glass.

                            DEBBIE
               Did you know Steven was wanted?

                            KEMPLE
               Not until just now.

                            DEBBIE
               He likes to keep little secrets
               sometimes.

                            KEMPLE
               Like the fact that he was a big queer?

                            DEBBIE
               Yeah, like that.

                            KEMPLE
               But suicide, my god.

                            DEBBIE
               Well he does tend to overreact.

                            KEMPLE
               I feel like I don't even know him.
"I Love You Phillip Morris"     Green Pages   5-23-08   25.


                       DEBBIE
          Well Jimmy, that's the thing. I'm not
          really sure he knows who he is. He's
          searching, at least that's how I figure
          it. I'm just not sure he knows what it is
          he's looking for.

                       KEMPLE
                 (to cop)
          Can you tell me exactly what he did?

As they CONTINUE TO TALK, they fail to notice Steven
getting out of bed and looking around blearily.

He picks up a bedpan, reaches into his gown and absent-
mindedly PISSES-- missing the pan completely.

                       COP
          He has several warrants out in Texas.
          Fraud, forgery, embezzlement...

                       DEBBIE
          What?

                       KEMPLE
          I should have known... I should have said
          something.

                       DEBBIE
          Don't blame yourself Jimmy... I did the
          same thing. There were always signs. I
          should have known he was gay when he
          started shaving his chest.

                       KEMPLE
          That would be a warning sign...

                       DEBBIE
          And all that Peter Allen music on his
          Walkman.

                       KEMPLE
          Denial is a powerful thing. I don't feel
          so bad now.

                       DEBBIE
          I just never thought. But now stealing?

                       KEMPLE
          He's probably been doing it for years.    I
          say to myself he did it just to buy me
          things but I don't think that's true.
     "I Love You Phillip Morris"     Green Pages   5-23-08    26.


                            DEBBIE
               It's bigger than that. I'm sure.

                            KEMPLE
               But why then?

                            DEBBIE
               And why suicide? I mean- just like that?

     After that, he dresses and walks out the door behind
     them.

                            KEMPLE
               I know- he seemed so happy and--

     Just then Debbie notices Steven is not in bed and looks
     up in time to see him disappearing around the corner.

                            DEBBIE
               Steven!!!


39   EXT. PALM BEACH HOSPITAL PARKING STRUCTURE - 1992 - DAY     39

     Debbie, Kemple and the Cop exit the hospital and look
     around frantically. They spot him running across the open
     air lot and give chase.

     Steven comes to a stairwell door. It's locked. He runs
     some more and finds himself cornered at the guard rail.

                            KEMPLE
               Steven!!! Stop!

     Kemple, Debbie and the cop slowly approach. Steven
     glances over the guard rail. ONE FLOOR DOWN is an OPENED
     DUMPSTER.

                            KEMPLE (CONT'D)
               Steven!

     Steven looks down again. Kemple knows what he's thinking.

                            KEMPLE (CONT'D)
               Wait Steven. Don't!

     Steven looks down. The soft bags of trash below beckon
     him to freedom.

                            KEMPLE (CONT'D)
               Steven I'm serious! You stop or you'll
               never see me again!
                      (no response)
               I mean it!
      "I Love You Phillip Morris"       Green Pages       5-23-08   27.


      Steven looks to Kemple and then to the Cop right behind
      him. HE JUMPS and--

                                KEMPLE (CONT'D)
                 STEVEN!

      They run to the guard rail and look over to see--

      Steven lies MOANING and delirious on his back NEXT TO THE
      DUMPSTER.

                                                             FADE OUT.


40    EXT. TX STATE PENITENTIARY BREEZEWAY, 1995 - DAY                40

      As inmates CHANT and STOMP, a new inmate walks the line
      to his new cell clutching his prison issue belongings.

      Although we can only see him from behind, we can only
      assume this is Steven. He continues his walk amidst a
      shower of stares and JEERS and THREATS raining upon him.

                               INMATES
                         (yelling)


40A   INT. TX STATE PENITENTIARY CELL BLOCK, 1995 - DAY              40A

      The unseen inmate continues past the open cells of his
      new home and eventually the unseen inmate enters a cell
      to find--


41    INT. TX STATE PENITENTIARY PRISON CELL, 1995 - CONTINUOUS 41

      STEVEN is reclined on his bunk, relaxed and ready to
      greet the inmate (his new cellmate ARNIE) with a smile.

                              STEVEN
                 Hi. Welcome to prison.     I'm Steven.

      Arnie is scared.     Terrified.   Speechless.

                              STEVEN (CONT'D)
                 Oh don't worry, I'm not gonna hurt you.
                 First time?

      He nods.

                              STEVEN (CONT'D)
                 Shit, I was so scared when I first got
                 here. But you get used to it.
                              (MORE)
     "I Love You Phillip Morris"   Green Pages    5-23-08     28.

                            STEVEN (CONT'D)
               Only took me a year. You just need to
               know a few ins and outs and you'll be
               fine.


42   EXT. TX STATE PENITENTIARY BREEZEWAY, 1995 - DAY           42

     Steven escorts Arnie through the prison, waving to
     various inmates and guards along the way.

                             STEVEN
                      (upbeat)
               You're gonna catch a beating any day now,
               that's just the way it is. I lost three
               teeth and cracked a vertebrae. Anyway,
               all you need to do is fight back. Win or
               lose, just fight back.
                      (then)
               Or you could try to suck the guys' dick.
               Your choice.

     He moves on.


43   INT. TX STATE PENITENTIARY LAW LIBRARY - 1995 - DAY        43

     Steven and Arnie stand at the door of the prison's law
     library.

                            STEVEN
               Law Library. I pretty much live here. I
               don't really have anyone on the outside
               except my ex-wife- so I just hunker down
               here learning everything there is to know
               about the law. Ask me anything.

     Arnie has no response. Steven points across the library
     where a menacing OLDER INMATE studies a law book.

                             STEVEN (CONT'D)
               See him. Over there? Him? Anything you
               want from outside, he's the guy. Candy,
               cigarettes, drugs, whatever. He's the
               guy.
                      (then)
               Just keep in mind- it's gonna cost you a
               lot of money. Or you could suck his
               dick. Your choice.


44   INT. TX STATE PENITENTIARY CAFETERIA - 1995 - DAY          44

     Steven and Arnie stand outside the empty cafeteria.
     "I Love You Phillip Morris"       Green Pages   5-23-08   29.


                            STEVEN
               Three meals a day. Not so bad. Just make
               sure if you make enemies with someone, he
               doesn't work here. Otherwise you'll wake
               up one morning shitting blood and find
               out you've been eating ground glass in
               your cornbread for six weeks.

     Arnie notices one of the INMATES working in the kitchen
     SPITTING a loogey into the mashed potatoes. He mixes it
     in and CACKLES with glee.

     Steven pays no mind.

                            STEVEN (CONT'D)
               Let me introduce you to the mail guy. His
               name's Gary.


45   EXT. TX STATE PENITENTIARY BREEZEWAY, 1995 - DAY            45

     A mean-looking con named GARY mans a mail-cart while he
     talks with Steven and Arnie.

                            GARY
                      (mid-sentence)
               ...letters, magazines, shit like that- it
               all goes through unmolested. But if
               Grandma's sending you cookies, or porn or
               brownies or whatever-- you're gonna have
               to pay for it if you wanna get it. Five
               bucks per item or you can suck my dick.

     Steven turns to Arnie.

                              STEVEN
               Your choice.


46   INT. TX STATE PENITENTIARY CELL BLOCK - 1995 - DAY          46

     Steven and Arnie arrive at the doorway of their cell.

                            STEVEN
               Well that's about it. You're gonna be
               fine. Don't worry. And if you need
               anything you just let me know. Alright?

     Arnie thinks a moment.

                            ARNIE
               So, uh, do I need to suck your dick?
     "I Love You Phillip Morris"     Green Pages   5-23-08   30.


                            STEVEN
               That'd be great.

     Steven gently shoves his new cellmate into the cell.


47   INT. TX STATE PEN - PHONE BANK/COMMON AREA - 1995 - DAY     47

     Steven is on one of the many pay phones.

                            DEBBIE (O.S.)
               Hi this is Debbie and Steffie. Sorry we
               missed you. Leave a message. God Bless!

     BEEP.

                            STEVEN
               Hey Debbie. Hi Sweetheart. Sorry I missed
               you. I thought one o'clock was our time
               but maybe not. I sure miss you guys.
               Thanks for the picture and the article.
               Sometimes it's just nice to know there's
               someone out there who still cares about
               me since Jimmy left and all. So... uh...

     Steven is holding the stainless steel ROLEX he gave
     Kemple as a gift. He regards it wistfully.

                            STEVEN (CONT'D)
                      (thinking, drifting)
               Do you think I broke his heart?
                      (snapping out of it)
               Sorry. Sometimes I forget it's just the
               machine... I'll try you again next time.
               One O'clock. Don't forget.

     He hangs up. Bored and lonely, he has a moment of repose.
     Just then, a loud RUCKUS across the COMMON AREA gets his
     attention.

     Steven watches as a group of ROWDY PRISONERS throw
     whatever they can find at a small BIRD as it flies
     around, trapped in the cavernous hall.

     The men LAUGH and HOOT as the bird is struck down and
     lies motionless on the ground.

     As the prisoners resume their activities, Steven notices
     a GENTLE LOOKING INMATE approaching the bird.

     Rapt, Steven watches as the inmate sympathetically scoops
     up the bird and walks off. Steven is quite taken.

                                                          CUT TO:
     "I Love You Phillip Morris"     Green Pages   5-23-08   31.


48   INT. TX STATE PENITENTIARY - LAW LIBRARY - 1995 - DAY       48

     The gentle inmate, PHILLIP MORRIS, is a slightly built,
     handsome blonde boy-man. He struggles to reach a book on
     a high shelf. Helpless and irresistible, he is surprised
     when Steven reaches in to help retrieve the book.

     Their eyes lock and they stare in a short silence, until-

                            PHILLIP
                      (slightly Blanche DuBois)
               Thanks. Guess I need a few extra inches.

                            STEVEN
               Glad to help. How's the bird?

                            PHILLIP
               Huh?
                      (realizing)
               Oh. Him, yeah... he's at peace.

                            STEVEN
               Oh, I'm sorry.

                            PHILLIP
               It was for the best. He was suffering.

     Steven acknowledges his kindness with a smile.

                            STEVEN
                      (referring to law book)
               Civil law? You know, I'm an attorney.

                            PHILLIP
               Really?

                            STEVEN
               You suing someone?

                            PHILLIP
               I don't know what I'm doing. There's a
               guy I know- he's in the infirmary now.
               He's sick- he's real sick... AIDS. I
               thought maybe I could find a way to get
               him some help- I mean real help. Not
               here. I don't know- maybe I could-- I
               don't even know what I'm looking for...

     Steven is intrigued.

                            STEVEN
               Does he have a lawyer?
"I Love You Phillip Morris"       Green Pages   5-23-08   32.


                         PHILLIP
          Yeah.

                       STEVEN
          Have him get in touch with the Prisoner
          Rights Committee. They deal with this all
          the time- pro bono. I've got the number.

                       PHILLIP
          Well thank you, I--

                       STEVEN
          My name's Steven Russell.

                       PHILLIP
          Pleased to meet you Steven Russell, my
          name's Phillip Morris.

                       STEVEN
          I haven't seen you around Phillip. I'm
          always in the yard...

                       PHILLIP
          I don't go to the yard. You know what
          happens to blonde haired, blue eyed
          queers in the yard...

                        STEVEN
          It is kind of rough out there.
                 (then)
          You don't look like you belong here
          Phillip.

                         PHILLIP
          I don't.

                       STEVEN
          Why are you here?

                       PHILLIP
          I rented a car... and kept it too long.

                         STEVEN
          Grand theft?

                       PHILLIP
          Theft of service.

                       STEVEN
          Insurance fraud.

                       PHILLIP
          No. Just theft of service.
     "I Love You Phillip Morris"     Green Pages   5-23-08   33.


                               STEVEN
               No.     Me. Insurance fraud.

                            PHILLIP
               Damn, we're both in a mess aren't we?

                            STEVEN
               Don't seem fair, does it?

                            PHILLIP
               No, it don't.

                            STEVEN
               You know, I keep finding that life's a
               little shittier than I thought it was
               gonna be.

                            PHILLIP
               Oh, listen to you, Gloomy Gus. I think
               you're gonna be just fine, Steven
               Russell.

     Steven takes this to heart.

                            STEVEN
                      (playful)
               I guess I'm inclined to believe you.

                              PHILLIP
               Why's that?

                            STEVEN
               I met you today, didn't I?

     Phillip smiles.


49   INT. TX STATE PENITENTIARY - LAW LIBRARY - 1995 - LATER     49

     Steven sits close to Phillip at a table. A large open law
     text lies between them.

                            STEVEN
                      (mid-sentence)
               ...I made the mistake of writing her and
               saying I was lonely in here. And next
               thing you know, my ex-wife catches her
               putting the neighbor's puppy in a box to
               mail to me.

                            PHILLIP
               Ohhhhh, she sounds so sweet...
"I Love You Phillip Morris"     Green Pages   5-23-08   34.


                        STEVEN
          Oh she's an angel.
                 (then)
          I think I'll be sure to write her back
          and tell her I'm not lonely anymore...
          that I made a good friend.

Phillip smirks for a moment, but soon Steven notices the
smirk turn to a reticent frown.

                       STEVEN (CONT'D)
          What?

                       PHILLIP
          Why'd I have to meet you today?

                       STEVEN
          Something wrong?

                       PHILLIP
          It's just- I'm being transferred to
          Michael Unit today.

                       STEVEN
          What?

                       PHILLIP
          I'm sorry.

                       STEVEN
          Don't be sorry. It's just across the
          yard.

                        PHILLIP
          Well I don't go into that yard so it
          might as well be Oklahoma.
                 (then)
          Just figures with my luck. I was born
          Friday the 13th...

                       STEVEN
          It's not gonna change a thing, Phillip.
          In fact, Friday the 13th's my lucky day.
          Don't worry, this right here. This is
          destiny.

                       PHILLIP
          But we only just met.

                       STEVEN
          Listen, I've loved a lot. And I've been
          around, so I recognize the feeling.
                       (MORE)
     "I Love You Phillip Morris"       Green Pages    5-23-08   35.

                            STEVEN (CONT'D)
               That one you and me are having right now-
               the one you're trying to forget exists
               because you're going away. But there's
               about 6000 volts shooting across this
               table here and you know you can't deny
               it.

                            PHILLIP
               Don't you think you're coming on a little
               strong?

                            STEVEN
               I know you're trying to protect yourself,
               I get that. It's fine. Give me a chance
               to prove you wrong.

     Phillip is melting but tries to hide it.

                            PHILLIP
               I'm sure I don't know what you're talking
               about.

     Steven smiles wide as if to throw down the gauntlet.

                              STEVEN
               Good...

     Phillip turns to walk away and hides his giddyness.


50   INT. TX STATE PENITENTIARY - MICHAEL UNIT, 1995 - DAY           50

     Phillip passes the cells of Michael Unit, clutching his
     belongings and soon enters his cell. He looks around
     sheepishly until he is interrupted-

                              CLEAVON (O.S.)
               You Phillip?

     Phillip turns to see CLEAVON- a huge black inmate mopping
     the hall outside his cell

                              PHILLIP
               Yes.

     He tosses Phillip a folded note.      He catches it and looks
     at it with a smile.

                              PHILLIP (CONT'D)
               Already?

     Phillip opens it up. As he reads, his face brightens
     considerably.
     "I Love You Phillip Morris"   Green Pages     5-23-08    36.


                            STEVEN (V.O.)
               Phillip, hope your new place is nice.
               Nice enough anyway. I hope the chocolate
               made it to you okay. Check the T.P.

     Phillip looks at the spare roll of toilet paper and turns
     it over. A small chocolate bar is stuck in the tube.

                            STEVEN (V.O.)
               I hope you try to make some new friends
               and not be too shy. I guess I should tell
               you a little bit about myself...

                                                   DISSOLVE TO:


51   INT. TX STATE PEN - MICHAEL UNIT - PHILLIP'S CELL - DAY     51

     OPEN CLOSE ON a note as Phillip scrawls it.

                            PHILLIP (V.O.)
               Dear Steven. I keep thinking about you
               saying I'm shy. I guess you're right,
               but I don't feel shy around you. I think
               that means something...

     As his VO continues, Phillip folds up the paper and
     passes it through the bars back to Cleavon.


52   INT./EXT. TX STATE PENITENTIARY, 1995 (MONTAGE)             52

     VARIOUS SHOTS as we follow the note being passed by
     different hands and means throughout the prison on its
     way to Steven.

                            PHILLIP (V.O.)
               Anyway thanks for the chocolate, but I
               should tell you I'm diabetic so I
               probably shouldn't... but I did anyway.
               It's been so long since anyone's shown me
               any kindness and well, it means a lot. I
               just wish you were here...


53   INT. TX STATE PEN, 1995 - STEVEN'S CELL - CONTINUOUS        53

     Steven reads the letter on his bunk.

                            PHILLIP (V.O.)
               ...Write me back soon. Phillip.

     Steven finishes the letter and folds it up, looking
     strangely expressionless.
     "I Love You Phillip Morris"   Green Pages       5-23-08   37.


54   INT. TEXAS STATE PEN, 1995 - PHILLIP'S CELL - DAY           54

     Phillip peers out of his cell to see Cleavon working his
     way nearer with his mop. He's giddy.

     Moments later, Cleavon passes him by. Phillip is bummed.


55   INT. TEXAS STATE PEN, 1995 - PHILLIP'S CELL - NEXT DAY      55

     Again Phillip watches as Cleavon passes his cell without
     leaving a note.


56   INT. TEXAS STATE PEN, 1995 - PHILLIP'S CELL - NEXT DAY      56

     Phillip lays in bed, impatiently. He seems upset. He
     anxiously peers out the bars and catches a glimpse of the
     mopping Cleavon working his way closer to his cell.

                            PHILLIP
               Hurry up would you?

                            CLEAVON
               I ain't no motherfucking DHL, faggot.
               Besides I ain't got nothing for you
               anyway...

                            PHILLIP
               But it's been three days.

                            CLEAVON
               You got a tracking number, motherfucker?

                            PHILLIP
               No.

                            CLEAVON
               Then shut your faggot ass.

     Phillip slumps back onto his bed, depressed.

                            PHILLIP
               Congratulations Phillip, scared off
               another one.

     A few moments later, he's startled by the CLANG of his
     cell door sliding open.

     He looks up - a CORRECTIONS OFFICER stands over him.

                            CORRECTIONS OFFICER
               Morris - you got a new roommate.
     "I Love You Phillip Morris"   Green Pages     5-23-08   38.


     This is no consolation to Phillip. He heaves a heavy sigh
     until he sees STEVEN enter his cell, clutching a pile of
     belongings.

     Phillip is overwhelmed as the cell door slams shut behind
     Steven.

                            PHILLIP
               Oh my God. How the hell did you do this?

     Steven slowly moves closer.

                            STEVEN
               I know a guy. I took care of it.   I'm
               gonna take care of everything...

     Steven gently caresses Phillip's face. Phillip is
     melting. Then suddenly, Phillip grabs Steven's ass.

                            PHILLIP
               Enough romance, let's fuck.

     They launch themselves onto the bunk and as they get to
     business...


                                                        FADE OUT.


57   INT. TEXAS STATE PEN, 1995 - PHILLIP'S CELL - THAT NIGHT 57

     Phillip and Steven spoon in a glowing post-coital cuddle.

                            PHILLIP
               And for a while I was Executive Assistant
               to a Broadway Producer...

                           STEVEN
               Really? What's a Broadway producer doing
               in Atlanta?

                            PHILLIP
               I didn't ask.

                            STEVEN
               What'd you do for him?

                            PHILLIP
               I mainly just rode around town in his
               limo, drinking and sucking him off.

     There's a moment of silence, then a realization...
     "I Love You Phillip Morris"   Green Pages    5-23-08    39.


                            PHILLIP (CONT'D)
               Now that I hear myself say it, I think he
               was just some rich chicken hawk.

     They get a GIGGLE out of this.

                            PHILLIP (CONT'D)
               Oh well, he was a nice guy. I only dated
               him for a little while anyway. Then I
               dated this full-blooded Apache who made
               me dress up like a baseball player.

                            STEVEN
               Apache? What was his name?

                            PHILLIP
               Melvin.

                            STEVEN
               Phillip- you amaze me.

                            PHILLIP
               What? He was a nice guy too.

                            STEVEN
               That's what I'm saying- you only see the
               good.

     Phillip shrugs, but before he can reply- a piercing human
     SCREECH interrupts him.

                            STEVEN (CONT'D)
               What the hell was that?

                                                          CUT TO:


58   INT. TEXAS STATE PEN, 1995 - SCREECHER'S CELL - NIGHT       58

     The inmate who spit a loogey into the mashed potatoes in
     the cafeteria is sitting up on his bed, SCREECHING at the
     top of his lungs. This is "THE SCREECHER"

                                                         BACK TO:

     Phillip continues to talk.

                            PHILLIP
               That's the Screecher next door. He does
               it all night. I never get any sleep. He
               drives me crazy.

                            STEVEN
               You poor thing. How awful...
     "I Love You Phillip Morris"     Green Pages    5-23-08   40.


     The Screecher continues his routine.

                                                        FADE OUT.


59   OMITTED                                                    59


60   EXT. TEXAS STATE PEN CANTEEN, 1995 - - DAY                 60

     Phillip emerges from the line munching on a candy bar
     when he notices a ruckus on the other side of the fence.

     He wanders over to see a LARGE PRISONER beating the crap
     out of the Screecher.

                            LARGE PRISONER
               I'm gonna cut out your motherfucking
               tongue with your screeching all night.

     As guards descend on the two, the Large Prisoner
     continues to beat on the screeching SCREECHER.

     Phillip sidles up next to a BALD PRISONER.

                            PHILLIP
               What does he care- he ain't in our
               block...

                            BALD PRISONER
               Someone probably paid him.


61   INT. TEXAS STATE PEN, 1995 - PHILLIP'S CELL - LATER        61

     Reclined on his bunk, Steven does a crossword puzzle.
     Phillip enters, standing by the door.

                            PHILLIP
               Get up...

     Steven sits up.

                            PHILLIP (CONT'D)
               Did you pay to have the Screecher beat
               up?

                            STEVEN
               Me?

                            PHILLIP
               Don't bullshit me. Did you pay to have
               him beat up?
     "I Love You Phillip Morris"     Green Pages    5-23-08   41.


                            STEVEN
               Well you said he bothered you.

                            PHILLIP
               Just answer me.

                            STEVEN
               Yeah. Yeah, I did.

                            PHILLIP
               Steven...

     A tear comes to Phillip's eye.

                            PHILLIP (CONT'D)
               This is the most romantic thing anyone's
               ever done for me.

     He clamps onto Steven and hugs with all his life.

                            STEVEN
               I just want you to be happy, baby.

                            PHILLIP
               You are so amazing!!!

     And as they roll on the bed playfully...


62   INT. TEXAS STATE PEN, 1995 - CLEAVON'S CELL - NIGHT        62

     CLEAVON lays on his cot staring at the ceiling.
     Eventually a hand enters through the bars holding a
     cassette tape.

                            PHILLIP (O.S.)
               Cleavon- put this in.

                            CLEAVON
               No man- not now.

                            PHILLIP (O.S.)
               It's important.

                            CLEAVON
               How important?

     Phillip's hand disappears for a moment and comes back
     with a FIVE DOLLAR BILL.

                            CLEAVON (CONT'D)
               Ten.
     "I Love You Phillip Morris"       Green Pages   5-23-08   42.


                            PHILLIP (O.S.)
               Fine. But you gotta play the whole thing.

                            CLEAVON
               Yeah, alright.

                              PHILLIP (O.S.)
               Promise?

                            CLEAVON
               Fuck you- my word's my bond motherfucker.

     Cleavon takes the cash and puts the tape in a BOOM BOX.

     A familiar romantic TUNE begins to play...

                            CLEAVON (CONT'D)
               Fuck man- Johnny Mathis? Fucking white-
               ass nigger...

     He buries his head in the pillow as "Chances Are" plays.


63   INT. TEXAS STATE PEN, 1995 - PHILLIP'S CELL - NIGHT         63

     As the MUSIC seeps into their dark cell, Steven reads a
     LAW BOOK by pen light. Phillip grabs Steven's hand and
     tries to pull him off the bed.

                              PHILLIP
               C'mon...

                              STEVEN
               What?

                            PHILLIP
               C'mon. Dance.

                            STEVEN
               No. No... I can't dance.

                              PHILLIP
               Yes you can.

                            STEVEN
               No I can't. I'm serious...

                            PHILLIP
               Honey, you're queer- it comes with the
               package.

                              STEVEN
               Well not me.
     "I Love You Phillip Morris"   Green Pages      5-23-08   43.


                            PHILLIP
               C'mon, I'll show you...

     He drags him up and begins his lesson.

                            PHILLIP (CONT'D)
               Hold me here... and here. Okay watch...

     Steven stumbles his way through the slow dance for a
     while, but with Phillip's help he begins to settle in.

     Soon they are nestled into each other, swaying sweetly to
     the music.


64   INT. TEXAS STATE PEN, 1995 - COMMON AREA - NIGHT            64

     The MUSIC CONTINUES as a group of prisoners watch a VHS
     copy of GHOST on a TV.

     Phillip wipes away a tear and Steven holds him closer
     while, in the front row, a ONE-EYED LATINO jerks off to
     the sight of Demi Moore.

                            LATINO MAN
               Yeah you fucking bitch...


65   INT. TEXAS STATE PEN, 1995 - CAFETERIA - DAY                65

     MUSIC CONTINUES as tray after tray is filled with gray
     slop. This persists until suddenly two of the trays
     receive a beautiful STEAK and some SHRIMP.

     Steven nods at the Slopmaster and offers a wink to a very
     impressed Phillip.


66   INT. TEXAS STATE PEN, 1995 - SHOWERS - MORNING              66

     MUSIC CONTINUES as Phillip and Steven shave side by side,
     smiling at one another.


67   INT. TEXAS STATE PEN, 1995 -PHILLIP'S CELL - NIGHT          67

     MUSIC plays on as Steven and Phillip continue their
     romantic dance.

     They are unfazed as the lights in the cellblock go out
     with the loud sound of circuits tripping. They dance on.

                             GUARD (O.S.)
               LIGHTS OUT!
     "I Love You Phillip Morris"   Green Pages       5-23-08   44.


     Eventually, the hollow sound of Johnny Mathis
     reverberating through the block is the only thing we
     hear. They dance on.

                             GUARD (O.S.) (CONT'D)
               LIGHTS OUT!

     They continue to dance. Footsteps approaching are heard.

                            GUARD (CONT'D)
               I said lights out. Turn it off.

                            CLEAVON (O.S.)
               Fuck you pig.

                            GUARD (O.S.)
               Turn it off or we're coming in.

                            CLEAVON (O.S.)
               Well come on in. I got a dick that needs
               sucking.

     CLANK! OFFSCREEN we hear the cell door open and the sound
     of a scuffle is heard.

                            VOICES (O.S.)
               ON THE GROUND! FUCK YOU! MY WORD IS MY
               FUCKING BOND! MY WORD IS MY FUCKING BOND!

     And as the sounds of a horrendous beating echo through
     the cellblock, Phillip and Steven dance their dance-
     oblivious to all but each other.

                                                 FADE TO BLACK.


68   INT. TEXAS STATE PEN, 1995 - PHILLIP'S CELL - MORNING       68

     Phillip and Steven sleep soundly together in the bunk. A
     CLAXON blares and their cell door OPENS- accompanied by
     the sound of a dozen others.

                            GUARD (O.S.)
               Rise and shine!

     They barely stir until-- CLANG-CLANG-CLANG! A GUARD hits
     the bars with his club.

                             GUARD (CONT'D)
               Russell!   Get up!

     Steven and Phillip are rudely awakened.
      "I Love You Phillip Morris"     Green Pages   5-23-08   45.


                             GUARD (CONT'D)
                Grab your shit! Let's go!

      The GUARDS enter to roust Steven.

                             PHILLIP
                What's happening?

                             GUARD
                You're transferred. Nonney snitched you
                out about the Screecher. You're going to
                Ramsey Two.

                             STEVEN
                Ah shit...

      They grab Steven and yank him out of the cell.

                             PHILLIP
                Wait!

      Phillip tries to follow but a guard knocks him back down
      onto the bunk.

                             STEVEN
                Don't you touch him!

                             PHILLIP
                Steven-

                             STEVEN
                Don't worry Phillip- I'll-

                             GUARD
                Shut up and move.

      They drag him off. Phillip watches with deep worry as
      another guard keeps him there. He grows more and more
      upset, pacing and working himself up.

      Finally, the guard leaves and Phillip exits his cell and
      bolts down the tier after Steven.


68A   EXT. TEXAS STATE PEN BREEZEWAY, 1995 - MORNING             68A

      Phillip runs after Steven, quickly arriving at a LOCKED
      GATE. Steven is on the other side, still being escorted
      away. Phillip is forced to find an alternative route.


69    INT. TEXAS STATE PEN, 1995 - COMMON AREA - CONTINUOUS      69

      Phillip marches through the common area, fighting tears.
     "I Love You Phillip Morris"   Green Pages    5-23-08     46.


70   INT. TEXAS STATE PEN, 1995 - M BLOCK - CONTINUOUS           70

     Phillip runs through another cell block until he comes to
     a window. He looks outside.

                            PHILLIP
               Steven!


71   EXT. TEXAS STATE PEN, 1995 - SALLY PORT - CONTINUOUS        71

     PHILLIP'S POV: Steven is waiting in line with some other
     prisoners to board a bus.

     Phillip can be seen through the small window, but he
     fails to get Steven's attention.

     He bangs silently on the glass.


72   INT. TEXAS STATE PEN, 1995 - M BLOCK - CONTINUOUS           72

     Phillip continues in vain to get Steven's attention.

                            PHILLIP
               STEVEN!! STEVEN!

     He sees the line at the sally port start to move and
     stops to think. He knows what he has to do.


73   EXT. TX STATE PEN BREEZEWAY, 1995 - YARD GATE - DAY         73

     Phillip runs down a breezeway. Eventually he reaches a
     heavily populated gate, manned by a YARD GUARD.

                            PHILLIP
               I wanna go in the yard.

                            YARD GUARD
               You do?

                            PHILLIP
               I WANNA GO IN THE YARD!

                            YARD GUARD
               Hold your horses Dorothy.

     The Yard Guard pushes a button that opens the gate and
     Phillip bursts through.
     "I Love You Phillip Morris"     Green Pages    5-23-08   47.


74   EXT. TEXAS STATE PEN, 1995 - YARD - DAY                     74

     Phillip runs through the yard, passing GIANT WOLF-
     WHISTLING INMATES as they put down their weights and stop
     their basketball games.

     Phillip maintains his focus on the sally port on the
     other side of the far fence.

                             PHILLIP
               STEVEN!!!!

     Boarding the bus, Steven hears him and turns. Delighted,
     he's forced on board by a Guard before he can respond.

                             PHILLIP (CONT'D)
               STEVEN!

     Steven gets in his seat and yells out the window.

                            STEVEN
               What the hell are you doing!?

                             PHILLIP
               I love you!

                            STEVEN
               I love you too!

     VROOM! The bus starts up and begins to move.

                            STEVEN (CONT'D)
               We'll be together soon! I promise!

     The bus drives off. Phillip runs along with it for a
     while as they share a long goodbye. And eventually, the
     bus disappears from view.

     Phillip clings to the fence a moment, hanging on to hope.
     He slumps and turns-

     -only to find himself confronted by several HULKING
     MEMBERS OF THE ARYAN BROTHERHOOD with one thing on their
     minds.

     Phillip marches right toward them and as he draws close-

                            PHILLIP
               GET THE FUCK OUTTA MY WAY!!!

     Startled, they split to let Phillip pass unmolested.
     "I Love You Phillip Morris"      Green Pages   5-23-08   48.


75   INT. TEXAS STATE PENITENTIARY HOSPITAL WARD - 1998 - DAY 75

     Back in the present, Steven remains in his hospital bed
     at the Penitentiary Infirmary.

                             STEVEN (V.O.)
                Those were the longest three months of my
                life. I wrote to Phillip every day until
                I got released.


76   EXT. TEXAS STATE PENITENTIARY, 1995 - SALLY PORT - DAY       76

     CLANG!   The gate of the prison closes behind Steven as he
     exits.   He approaches a waiting TAXI.

                             STEVEN (V.O.)
                And once I did, I was determined to get
                us back together as soon as possible.


77   INT. TAXI, 1995 - CONTINUOUS                                 77

     Steven gets in.

                             STEVEN
                Hi, how are you?

                            TAXI DRIVER
                I'm well. Where you headed? The
                Greyhound?

                             STEVEN
                Nearest thrift store please.

                             TAXI DRIVER
                       (harelip)
                Sure. You mind if I tell you the word of
                our Lord, Jesus Christ?

     The car pulls out, the prison receding behind them.


78   EXT. TEXAS STATE PENITENTIARY, 1995 - SALLY PORT - LATER 78

     The same taxi pulls up in front of the prison and Steven
     emerges with a BRIEFCASE, wearing a THREE-PIECE SUIT.

     He rings the buzzer at the front gate.


79   INT. TEXAS STATE PEN, 1995 - GUARD BOOTH - DAY               79

     Steven approaches the DUTY OFFICER.
     "I Love You Phillip Morris"     Green Pages     5-23-08   49.


                            STEVEN
               Hi there, my name's Steven Rousseau. I'm
               an attorney. My client is Phillip
               Morris. I called earlier.

     The guard checks his roster.

                            DUTY OFFICER
               Mmm hmmm. There you are. Rousseau...
               Phillip Morris. Like the cigarette huh?

                            STEVEN
               I beg your pardon?


80   INT. TEXAS STATE PEN, 1995 - VISITING AREA - DAY            80

     Phillip enters to see Steven waiting for him on the other
     side of the glass. Thrilled, he rushes to the phone.

                            PHILLIP
               You said you'd come right away, but
               Jesus!

                            STEVEN
               I got work to do honey, I'm getting you
               out of here early. I got a hearing
               tomorrow morning, I got motions to file.
               The law don't sleep baby.

                            PHILLIP
               I love you so much.

                            STEVEN
               Phillip, you are the sweetest, most
               gentle man I have ever met. And I know
               people have taken advantage of that. But
               I don't ever want you ever to lose that
               innocence. I want to build a life with
               you Phillip. I want to protect you.

     They share a smile.

                            PHILLIP
               Get me out of here.


81   INT. DELI OFFICE - DAY                                      81

     Steven stands over a desk, talking sternly into a
     telephone.
     "I Love You Phillip Morris"     Green Pages    5-23-08   50.


                            STEVEN
               The motion was filed, I presented to the
               DA and got a letter from the judge- I do
               not understand what the hold up is. I'm
               not some paralegal- I am Steven fucking
               Rousseau and I expect proper
               adjudication!

     PULLOUT to reveal he's actually standing behind a
     KROEGER'S SUPERMARKET DELI COUNTER in uniform as a
     HOUSEWIFE waits impatiently. He hangs up.

                            STEVEN (CONT'D)
                      (big smile)
               My boyfriend's getting out of prison next
               week!

     She smiles back.

                             HOUSEWIFE
               How nice...

                            STEVEN
               You want mayo with that?


82   INT. TEXAS STATE PEN, 1995 - PRISON RECEIVING AREA - DAY 82

     Steven slides paperwork through a slot in plexiglass
     window toward a RELEASE OFFICER.

                            STEVEN
               I have an early release order for Phillip
               Morris.

     The Officer glances at the paperwork.

                            RELEASE OFFICER
               Yep- Morris- we got him right here
               waiting.

     CLANK-CLANG. The door begins to open as the Officer
     stamps some of the paperwork.

                            RELEASE OFFICER (CONT'D)
               And you are--?

                            STEVEN
               I'm his lawyer.

     Phillip runs into his arms. As they kiss, the officer
     offers a surprised look.
     "I Love You Phillip Morris"       Green Pages   5-23-08   51.


                            PHILLIP
               You're incredible.

                              STEVEN
               I know.


83   INT. PASSABLE APARTMENT, 1995 - HOUSTON - NIGHT             83

     A PARTY to celebrate Phillip's release. Steven and
     Phillip stand at the door as FRIENDS file in and greet
     him boisterously.

                               BAYLOR
               Phillllip!     It's so good to see you...

     Another friend enters.

                            BLAKE
               Oh my God! You look great. Prison agreed
               with you. How do I get on that diet?

                            PHILLIP
               Oh you couldn't handle it- not unless we
               smuggled an espresso machine in a cake.

                            BLAKE
               Throw in a Sicilian Barista and I'm
               there!

                            PHILLIP
               This is Steven. Steven- Blake and Baylor.

                            BLAKE
               (Gasp) This is him?! This is your gay
               lawyer prison boyfriend?! Pleased to
               meet you.

                            BAYLOR
               Much better than the guy who had you
               kidnapped. What was his name?

     Steven looks to Phillip, perplexed.

                              PHILLIP
               Long story.

                            STEVEN
                      (regroups, to others)
               Can I get you all a drink?
     "I Love You Phillip Morris"     Green Pages   5-23-08    52.


84   INT. PASSABLE APARTMENT KITCHEN, 1995 - LATER THAT NIGHT 84

     Steven works his way through the crowded apartment
     struggling to hold a few cocktail glasses for guests.

     He eventually arrives next to Phillip, who is having a
     great time with another friend- and older woman named
     EUDORA MIXON.

                            STEVEN
               We gotta get a bigger place.

                            PHILLIP
               Steven I want you to meet my old neighbor-
               Eudora Mixon. She is just the sweetest.

                            EUDORA
               Pleasure Steven.

                            STEVEN
               Eudora...

                            PHILLIP
               Eudora owns a little building in Montrose
               and she's having a hell of time with the
               builder. He sounds like a real asshole.

                            EUDORA
               His plans were useless and he's trying to
               sue me to pay him! I need your expertise
               Steven. Phillip says maybe you can help.

                            STEVEN
               I could certainly try.

                            EUDORA
               Can you still practice law, having been
               to prison?

                            STEVEN
               Sure- why not?

                            EUDORA
               I just thought- Oh what do I know? I'd
               just be glad to have someone I could
               trust. I'll pay your normal fee.

     Steven doesn't miss a beat. He smiles wide.

                            STEVEN
               It would be my pleasure. Litigation is my
               speciality.

     Phillip beams with pride over Steven's decision.
     "I Love You Phillip Morris"     Green Pages    5-23-08   53.


85   INT. HOUSTON COURTHOUSE CORRIDOR, 1995 - DAY               85

     Eudora waits on a bench in the corridor, nervously
     glancing at her watch. Steven stands behind a column
     down the hall hiding and watching. He looks at his
     watch, then approaches her.

                            STEVEN
               Sorry I'm late but I've been hung up in
               court all day. Let's go in.


86   INT. HOUSTON COURTROOM, 1995 - DAY                         86

     STEVEN'S POV: A beautifully ornate courthouse LIGHT
     FIXTURE hangs from a courthouse ceiling.

     ON STEVEN, staring up at it with admiration.

                            JUDGE (O.S.)
               Mister Russell?

     Steven snaps out of it and responds to a waiting JUDGE.

                            STEVEN
               It's a beautiful fixture.

                             JUDGE
               I know.   It's your turn.

                            STEVEN
               Oh...
                      (then)
               Your Honor, Ms. Mixon engaged Mr. Gage
               service in good faith and was given an
               inferior product. She is entitled to deem
               that work to be unacceptable according to
               the contract that Mr. Evans signed.

                            LAWYER
               The terms of that contract were ambiguous
               at best. The truth is, defendant engaged
               my client for three years without full
               payment.

                            STEVEN
               Your honor I have, in my briefcase,
               fourteen other contracts, all on public
               record, in which Mr. Evans entered into
               litigation with past clients of his!

     Eudora glances into Steven's opened BRIEFCASE. It
     contains only a SANDWICH and a PHOTO OF PHILLIP.
     "I Love You Phillip Morris"     Green Pages   5-23-08   54.


     The shocked LAWYER turns to his client (EVANS).

                            LAWYER
                      (whispers)
               Is this true?

                            EVANS
               No.

                            LAWYER
               You're making me look like an idiot.

     He regroups and addresses the judge.

                            LAWYER (CONT'D)
               Your honor, I don't have to tell you that
               none of this is admissable or applicable
               to the case at hand. Mr. Russell's
               histrionics do not erase the fact that
               his client is in breech of contract.

                            JUDGE
               He is right Mr. Russell- what do you have
               to say?

     Steven is stonewalled. He looks to Eudora as if to say,
     "What do I do now?" and it terrifies her.

     Desperate, Steven bangs his fist on the table and looks
     resolutely to the judge.

                            STEVEN
               I demand to be seen in chambers!!

     The judge and lawyer seem mystified by this response.

                            JUDGE
               Okaaaaaaaay...


87   INT. HOUSTON JUDGE'S CHAMBERS, 1995 - DAY                  87

     The Lawyer sits impatiently while Steven peruses a wall
     of plaques, photos and diplomas. He focuses on a law
     school DEGREE from INDIANA COLLEGE OF LAW. Next to it, a
     PHOTO of the judge as a YOUNG MAN on a farm. He's from
     humble roots.

     A moment later, the Judge enters.

                            JUDGE
               Okay gentlemen, let's get this over with,
               the two for one at the Crab Boiler ends
               at five o'clock.
"I Love You Phillip Morris"     Green Pages     5-23-08   55.


                       LAWYER
          This seems to be cut and dried here, sir.
          I don't even know why we're back here.
          Mister Russell is treating this like an
          episode of Matlock.

                       STEVEN
          I'll admit your honor- I'm a plain spoken
          man. I didn't go to Princeton. I didn't
          go to Yale. My education was modest. I
          went to a small school. I grew up on a
          small farm. But I passed the same bar
          exam as my colleague here and I am not
          going to let him push around this humble
          woman.

This scores with the judge.

                       JUDGE
          Point taken Mister Russell...

He glares at the other lawyer with scorn.

                       JUDGE (CONT'D)
          ...but where are you going with this?

                       STEVEN
          I think it's obvious where I'm going with
          this sir.

A long SILENCE. The Judge waits and waits until something
occurs to him.

                       JUDGE
          Are you talking about Marshall vs. Chao?

Steven doesn't know what this means... But the other
lawyer does. And he's not happy.

                       LAWYER
                 (sotto)
          Shit...

Seeing this, Steven puffs with confidence.

                       STEVEN
          Your honor, that's exactly what I'm
          talking about.

The Judge slowly nods to himself as he considers this.

                                              SMASH CUT TO:
     "I Love You Phillip Morris"     Green Pages      5-23-08   56.


88   INT. HOUSTON COURTHOUSE CORRIDOR, 1995 - DAY                 88

     Outside the courtroom with Eudora, Steven is ecstatic.

                            STEVEN
               YES! I did great! Can you believe how
               great I did!?

                             EUDORA
                      (wary)
               Yes. You did very well, Steven. Thank
               you.

                            STEVEN
               I mean, I did great! Really great! I'm so
               proud of myself! You want half my
               sandwich?!

                            EUDORA
               Um...

                            STEVEN
               No! We're going out!    I'm paying!!


89   INT. NEW HOUSTON APARTMENT, 1996 - DAY                       89

     Phillip stands flabbergasted next to Steven in the middle
     of a large modern apartment.

                            PHILLIP
               Oh my God, it's amazing.

                            STEVEN
               I thought you'd like it honey.

                            PHILLIP
               Can we afford this?

                            STEVEN
               You let me worry about the money
               sweetheart.

                            PHILLIP
               Okay, well I guess I better start packing
               boxes.

                            STEVEN
               Not this weekend.

                            PHILLIP
               Why not?
     "I Love You Phillip Morris"   Green Pages       5-23-08   57.


                             STEVEN
                I think we both need a vacation. Key
                West?

     Phillip smiles.


90   OMITTED                                                     90


91   I/E. KEY WEST COVE - 1996 - VARIOUS                         91

     PALM TREES undulate on the constant breeze, inviting us
     to a beautifully solitary cove. Eventually Steven and
     Phillip's voices are heard.

                             PHILLIP (O.S.)
                I've been meaning to ask you something.

                            STEVEN (O.S.)
                Yeah?

     DIALOGUE CONTINUES OVER VARIOUS SHOTS of their romantic
     getaway to the Keys. In a SERIES of SHOTS we see where
     they've been and what they've been doing in the moments
     AFTER they've been there.

     - A Hammock blowing in the breeze.

     - A quaint COTTAGE nestled in the vegetation.

     - Half empty glasses of beer on the porch.

     - Dirty dishes in the cottage sink. The remains of a
     romantic meal on a table. The swaying palms are visible
     through the windows.

     - Footsteps in the sand.

     - Two beach chairs facing the surf.

     - Etc...   etc...

                             PHILLIP (O.S.)
                That birthday cake you got me in the pen?
                Where'd you get those candles?

                             STEVEN (O.S.)
                Oh you know... just... people I knew.

                             PHILLIP (O.S.)
                Yeah, I know. But how?
      "I Love You Phillip Morris"       Green Pages   5-23-08   58.


                             STEVEN (O.S.)
                Remember that guard? Skinny guy? Smoked a
                lot?

                             PHILLIP (O.S.)
                Lance? He couldn't been more than 98
                pounds.

                             STEVEN (O.S.)
                Yeah, that's him.

                             PHILLIP (O.S.)
                Oh he was such an asshole.

                             STEVEN (O.S.)
                Actually- I was in the yard once. Another
                guard asked him to pay him back five. He
                opened his wallet and I saw this picture
                of a little girl about Steffie's age. So
                I brought it up to him once, just to get
                him talking. That's the thing about
                having kids, you know? Gets people
                talking. Shared experience. Builds
                bridges. Something I learned. Anyway he
                tells me he's worried about her- mamma
                was gone. We talked awhile. You know, I
                just listened. That's all. I brought up
                the candles just one time but mostly just
                listened... And the next day, bedtime,
                there they were.


91A   EXT. PALM BEACH COVE - 1996 - DUSK - CONTINUOUS            91A

      The dialogue continues on the beach as we finally see
      Steven and Phillip enjoying the sunset by the light of a
      small fire on the beach.

                             PHILLIP
                How'd you know he'd do that?

                             STEVEN
                I didn't. I just knew I wanted `em for
                you... and I found a way to do it. That's
                all.

      Phillip smiles, eyes never leaving the sunset.

                             PHILLIP
                Just listenin' huh?

                               STEVEN
                That's it...
     "I Love You Phillip Morris"    Green Pages      5-23-08   59.


     And as the sun sets on the shimmering water--


92   EXT. OCEAN, 1996 - DAY                                      92

     An empty 21-foot MOTORBOAT bobs atop placid seas, fishing
     poles dangling over the side. The SOUND of two men
     enjoying themselves can be heard.

     After reaching their inevitable conclusion, the VOICES
     gasp for air.

                            PHILLIP (O.S.)
                      (winded)
               I'm gonna get a Coke... you want a Coke?

                              STEVEN (O.S.)
               Uh huh...                                              *

     Phillip spits something over the railing...                      *

                            STEVEN (CONT'D)                           *
               Aw, you don't love me...                               *

     And as Phillip smiles and wipe his chin.                         *

                            STEVEN (V.O.)
               With Phillip I felt strong. I felt
               invincible. I promised myself he would
               never want for anything ever again. That
               meant I needed a real job. Something
               dependable. And- no more scams.

                                                         FADE IN:


96   INT. USAMM HQ - LINDHOLM'S OFFICE - 1996 - DAY              96

     A bored Steven waits in the middle of a big wig's office.
     He looks at PHOTOS on a nearby wall of a broad-shouldered
     all-American man dressed in a NASA jump suit performing
     various astronautical training tasks.

     He picks up a small ASTRONAUT FIGURINE and examines it.

                            LINDHOLM (O.S.)
               Sorry to keep you waiting Steven.

     Steven turns to find Dan Lindholm, the broad-shouldered
     man himself.

                            LINDHOLM   (CONT'D)
               I'm Dan Lindholm.
"I Love You Phillip Morris"   Green Pages       5-23-08   60.


                       STEVEN
          Were you a spaceman?

                        LINDHOLM
          Yep. Never got out there though. NASA's
          a real political place. Never could
          figure out whose ass to kiss to get a
          mission.
                 (then)
          All in the past. Barely even think about
          it now...

CUT TO REVEAL a HUGE MODEL of the SPACE SHUTTLE that
engulfs half the room. Steven puts the figurine back.

                       STEVEN
          A spaceman, huh? How do you crap up
          there?

                       LINDHOLM
          Ass gasket.
                 (draws on his coffee)
          Have a seat.

Steven sits across the desk from Lindholm .

                        LINDHOLM (CONT'D)
          With the popularity of HMO's in today's
          health care system, doctors need help
          managing their billing-- so they can
          focus on their patients. That's where
          USA Medical Management comes in. Hundreds
          of millions of dollars pass through our
          system from the HMO's to the doctors.
          It's a critical business. A powerful
          business...
                 (beat)
          So when I read your resume, I wasn't sure
          what to think. Your level of education
          and your past experience would factor
          heavily into this decision and frankly...

Steven deflates in expectation.

                       LINDHOLM (CONT'D)
          ...you were head and shoulders above the
          rest. I mean, I could hardly believe it.
          But when I called your references-- well
          they couldn't speak more highly of you.

                                              SMASH CUT TO:
     "I Love You Phillip Morris"     Green Pages   5-23-08   61.


97   INT. NEW HOUSTON APARTMENT KITCHEN - 1996 - DAY            97

     Steven makes breakfast in his tightie-whities while
     talking on the phone. Phillip is in the background doing
     a crossword puzzle at the kitchen table.

                            STEVEN
               I could not speak more highly of Steven
               Russell, Mr. Lindholm . A real straight
               shooter. We were damn lucky to have him
               at Prudential as long as we did.

     In his own world, Phillip chimes in.

                            PHILLIP
               Brando's wet debut?

     Steven covers the phone with his hand.

                            STEVEN
               On the Waterfront.

                                                       BACK TO:


98   INT. LINDHOLM'S OFFICE - 1996 - DAY                        98

     Dan continues to wax on about Steven.

                            LINDHOLM
               Employee of the year two years running?
               Developing software with IBM? You're the
               kind of people we need here Steven. We
               want you as our Chief Financial Officer.
               So what do you say? I want your answer
               right now. C'mon Steven- let's light
               this candle.

     As Steven pretends to mull--


99   INT. USAMM - STEVEN'S OFFICE - 1996 - DAY                  99

     An uptight assistant (RHEBA) leads Steven into his fancy
     new office.

                            RHEBA
               ...for example "he's in a meeting" sounds
               better than "he's away from his desk" at
               least I think so, but whatever you
               prefer.

                            STEVEN
               That's fine... sure.
      "I Love You Phillip Morris"   Green Pages    5-23-08   62.


      She leads him to his new desk which is stacked with
      folders, files, printouts and reams of data.

                              RHEBA
                I pulled all the claims for the last two
                years as well as the statements,
                transfers and confirmations from the
                bank. Most of it's routine and I think
                you can get up to speed in a day or two.
                       (then)
                Anything else I can do for you?

                             STEVEN
                Uh.... cup of coffee?

                             RHEBA
                I'll do it today but I don't do that
                really.

      Steven nods and turns his attention to the sea of numbers
      before him. He looks concerned as he begins to leaf
      through.


100   INT. USAMM BOARDROOM - 1996 - DAY                         100

      Steven sits in a board meeting, surrounded by all of the
      company honchos. Dan Lindholm lords over the gathering
      at the head of the table while a suit (MARK) reads from a
      report to the group.

                             MARK
                Crossover from traditional markets shows
                declination and inverse diffusion seems
                commensurate with net-trade trending. HMO
                penetration still leads PPO, NMO and FMO
                as usual but attenuation is growing more
                prevalent in Q4 as projected... As for
                Q3, well Q3 is what Q3 always is: Q2 with
                training wheels.

      Everyone LAUGHS, but no one quite as hard as Steven who
      desperately tries to fit in.

      Larry Birkheim, the CEO of USAMM sits beside Dan
      Lindholm. He chimes in.

                             BIRKHEIM
                Okay Steven, your turn. I know you've
                only had the one quarter to play catch up
                but I tell you, we can't wait to get some
                insight here.
"I Love You Phillip Morris"      Green Pages    5-23-08    63.


                       STEVEN
          Sure. What about?

                       BIRKHEIM
          Mark's projections.

                        STEVEN
          Mmm hm.   Sure.

                       BIRKHEIM
          They seem kind of flat.

                        STEVEN
          Oh.   Okay. Ummm...

Steven fumbles through some folders and vamps a while.

                       STEVEN (CONT'D)
          Well I did a lot of work here and uh... I
          think maybe... well I could just read it
          to you but uh... it might be better to
          just uh...

The group looks at him quizzically.     Just as it seems
Steven has been up to nothing--

                       STEVEN (CONT'D)
          Well, I'll just show you. Todd?

TODD, an incredibly hot assistant unveils an easel full
of detailed tables. Steven walks the board through an
incredibly well prepared presentation.

                       STEVEN (CONT'D)
          If you look here at Mark's projections
          again for Q3, you'll see- well you'll see
          they're just that- projections.
          Projections based on a model set by my
          predecessor. I decided to reject that
          model and do things a little differently.
          I want to show you my results. This is
          what we actually made in Q3--

Todd flips to the next card. The graphs GROW
exponentially. The group is intrigued.

                       STEVEN (CONT'D)
          Now let me tell you how I did it...

Todd unveils another card, the men are impressed by the
unseen image.

And as Steven explains himself, Dan and Birkheim smile
broadly and turn to each other with smug assurance.
      "I Love You Phillip Morris"   Green Pages      5-23-08    64.


101   INT. NEW APARTMENT KITCHEN - 1996 - NIGHT                  101

      OPEN CLOSE on a candy wrapper opening. A hand removes
      the candy revealing an INSPIRING MESSAGE printed inside
      the wrapper- "When two hearts race, both win."

      ON PHILLIP. He's deeply touched by the sentiment as he
      chews on the candy. He puts the wrapper on the
      REFRIGERATOR with a MAGNET.

      He opens ANOTHER. He chews and reads- "Commit random acts
      of kindness"

      Again he's touched and puts it on the refrigerator.

      He opens ANOTHER and pops the candy in his mouth.    He
      reads- "A smile is a flower on your face"

      He's disgusted by the trite sentiment and THROWS THE
      WRAPPER IN THE TRASH. A beat later, he REMOVES THE CANDY
      from his mouth and THROWS THAT IN THE TRASH TOO.

      Just then Steven walks by in a TUXEDO, adjusting his tie.

                             PHILLIP
                The tux? Where are you going?

                             STEVEN
                It's just a work thing. Were we supposed
                to--

                             PHILLIP
                No- I just thought- it's fine. Where you
                going?

                             STEVEN
                Some stupid gala ball thing...

                             PHILLIP
                Gala? Oh...
                       (playing it off)
                Sounds boring.

                              STEVEN
                Yeah.   I'll be home early.   Promise.


102   INT. HOUSTON BALLROOM - 1996 - NIGHT                       102

      A black-tie cocktail party is in full swing. Steven eats
      a canap´┐Ż by a window. Something outside catches his eye.
      "I Love You Phillip Morris"     Green Pages   5-23-08   65.


103   EXT. HOUSTON BALLROOM BALCONY, 1996 - NIGHT - CONTINUOUS 103

      Dan Lindholm is out on the balcony staring up at the
      starry sky. Steven approaches.

                             LINDHOLM
                You see that?

      Dan points out a small dot of light moving across the
      sky. Steven squints.

                             STEVEN
                No...
                       (realizing)
                Oh- is it...?

                             LINDHOLM
                Yeah. Probably deploying the arm right
                now. Just a satellite deployment.
                Nothing special... Just touching the face
                of God.

      He chokes back a tear, then throws an arm around Steven.

                             LINDHOLM (CONT'D)
                I want you to meet my wife.


104   INT. HOUSTON BALLROOM, 1996 - NIGHT                        104

      Dan Lindholm escorts Steven to BEVERLY Lindholm and a
      ghastly gaggle of Texas society WIVES.

                             LINDHOLM
                Bev- Ladies- I want you to meet Steven
                Russell, our CFO.

                             MRS. LINDHOLM
                Oh I heard about you.

                             STEVEN
                Good things I hope.

                             MRS. LINDHOLM
                Yes and no. Don's bellyaching about how
                big your Christmas bonus is gonna be
                because you're making him so much money.

      A GIGGLE infects the group. Another WIFE speaks up.

                             FACELIFT WIFE
                Are you married Steven?
      "I Love You Phillip Morris"     Green Pages    5-23-08   66.


                             STEVEN
                Uh... engaged.

                             BLONDE WIFE
                Well where is she, sweetheart?

                             STEVEN
                She works. Travels a lot.     It's killing
                her she couldn't be here.

      And as the wives fret symathetically-


105   INT. USAMM OFFICE - 1996 - DAY                            105

      Steven saunters over to VERA the company accountant who
      is stamping some checks. He places some papers on her
      desk.

                             STEVEN
                These are ready for Dan ...

                             VERA
                Thanks Steven. You doin' good?

                             STEVEN
                Kind of. I just got back from my lawyer's
                office. I asked him, "What's your fee?"
                He says, "I charge $50 for three
                questions." So I ask, "Don't you think
                that's a little expensive?" And he says,
                "Yes it is... Now what's your final
                question?"

      Vera EXPLODES with laughter.

                             VERA
                It's so true. Lawyers!

      She turns to a colleague.

                             VERA (CONT'D)
                Annie! Come here, you gotta hear this!


106   INT. UPSCALE HOUSTON RESTAURANT - 1996 - DAY              106

      Steven sits at a high powered lunch with Dan Lindholm and
      Larry Birkheim. He is diligently taking notes.

                             BIRKHEIM
                That's the thing about the back nine at
                Pebble Beach.
                             (MORE)
      "I Love You Phillip Morris"   Green Pages     5-23-08   67.

                             BIRKHEIM (CONT'D)
                I don't care what your handicap is...
                that sand wedge is gonna get a workout-

                             LINDHOLM
                I couldn't agree with you more. I
                remember one time, I was at Augusta...

      As Dan prattles on, Steven continues to write on his
      pad. CUT TO REVEAL he's doodling pictures of SMILEY-
      FACED PENISES.


107   INT. USAMM - BREAK ROOM - 1996 - DAY                       107

      Steven refills his mug of coffee while in the background,
      two SECRETARIES dish.

                             SECRETARY
                The woman says,"That's awful expensive,
                isn't it?" and the lawyer says, "Yes and
                now you only got one question left!"

      She laughs LOUDER than the woman listening to the joke.

                             SECRETARY (CONT'D)
                `Cause he already asked the two!

      They both laugh loudly now as Steven exits.


108   INT. HOUSTON BANQUET ROOM - 1996 - DAY                     108

      Steven and Dan Lindholm stand at the omelette station at
      a high class brunch buffet.

                             LINDHOLM
                       (to cook)
                Mushroom and cheese.
                       (to Steven)
                Anyway like I was saying the Northrup guy
                says to the NASA "well that question's
                gonna cost fifty million to answer" so
                NASA says, "Don't you think that's a lot
                of money?" and Northrup says "Yep, now
                you owe us another fifty million. Next
                question please!"

      This sounds eerily familiar. Steven laughs a COURTESY
      LAUGH.

                             STEVEN
                Yeah that's a good one...
      "I Love You Phillip Morris"     Green Pages    5-23-08   68.


                              LINDHOLM
                That's why there's so few shuttle
                missions. They're wasting all their
                money on bureaucracy. And probes...
                Unmanned probes.
                       (then)
                Like people care if there's life on Mars.
                       (to cook)
                No mushrooms, I said.


109   INT. NEW HOUSTON APARTMENT, 1996 - LIVING ROOM - MORNING 109

      Phillip test his blood sugar by applying a test strip to
      his bloody thumb. He compares the strip to small card
      with a blood sugar chart.

      Contented with the result, he puts the everything away in
      a small BLACK LEATHER BAG containing INSULIN and
      SYRINGES.

      Steven passes by in the BACKGROUND with a brand new bag
      of golf clubs. Phillip is instantly puzzled.

                             PHILLIP
                Golf!?

                             STEVEN
                What?

                             PHILLIP
                You're a homosexual.

                             STEVEN
                It's work.

                             PHILLIP
                You know, you can tell them.    They can't
                fire you for being gay.

                             STEVEN
                I know...

                             PHILLIP
                I'm trying to be understanding here
                honey, but golf? Why not just eat pussy?

                             STEVEN
                       (exiting)
                Wish me luck.

                             PHILLIP
                Good luck!
      "I Love You Phillip Morris"   Green Pages       5-23-08   69.


110   EXT. HOUSTON GOLF COURSE - 1996 - DAY                      110

      Steven, Lindholm and two CLIENTS are at the first tee.

      Steven nervously tees up. He does his best recollection
      of a warm up and hits the ball. It's not a good drive,
      but it does go about thirty yards.

                             STEVEN
                Oh! This is easy!
                       (cocky, Butch)
                Your turn Dan!


111   EXT. HOUSTON GOLF COURSE SANDTRAP - 1996 - LATER           111

      As Lindholm and the Clients wait, a periodic spray of
      sand flies up from the trap behind them as unseen Steven
      swings in vain.

                             LINDHOLM
                Hell of a hazard ain't it Steven?

      Eventually, a ball flies out of the trap.

                             STEVEN (O.S.)
                       (to ball)
                Oh yeah! How ya like that, sister!?

                                                           CUT TO:


112   EXT. HOUSTON GOLF COURSE FAIRWAY - 1996 - DAY              112

      Steven and the Client amble along a few yards behind Dan
      and the other client. Steven is covered in sweat and
      sand.

                             CLIENT
                So the black fella says to the jew lawyer-
                "50 bucks a question? Ain't that
                expensive?" "Yeah it's expensive," he
                says, "I'm a Jew, you nigger!"

      The man laughs to himself.

                              CLIENT (CONT'D)
                Get it?!!

      He soon spots his ball up ahead.

                              CLIENT (CONT'D)
                There I am.
      "I Love You Phillip Morris"   Green Pages       5-23-08   70.


      He moves on, leaving Steven standing there, disgusted.

                                                  MATCH CUT TO:


113   INT. USAMM - STEVEN'S OFFICE - 1996 - DAY                  113

      Steven sits at his desk, detached and fed up.

                              STEVEN (V.O.)
                Maybe it was because it's just my nature,
                or maybe it was because of my past... or
                maybe it was because they were the most
                boring fucking people I'd ever met in my
                life...
                       (beat)
                Whatever the reason, I had been robbing
                them blind for months.


114   INT. USAMM - STEVEN'S OFFICE - 1996 - DAY                  114

      FLASHBACK to Steven's first day on the job as his RHEBA
      escorts him to a desk piled high with financial reports.

                             RHEBA
                Anything else I can do for you?

                             STEVEN
                Uh.... cup of coffee?

                             RHEBA
                I'll do it today but I don't do that
                really.

      Steven nods and begins to leaf through various folders.

      It isn't long before something catches his eye.


115   MONTAGE: HOW MONEY FLOWS AT USAMM--                        115

      QUICK CUTS of Steven researching by leafing through
      folders and files INTERCUT with a slow push in on a CHECK
      PRINTING MACHINE as it spits out product as well as TIME
      LAPSE footage of employees buzzing through one of the
      USAM hallways.

                             STEVEN (V.O.)
                The thing about U-SAMM was that they took
                in all this HMO money and distributed it
                to doctors.
                             (MORE)
      "I Love You Phillip Morris"    Green Pages   5-23-08   71.

                             STEVEN (V.O.) (CONT'D)
                But in the time between receiving the
                money and paying it out- it was just
                sitting there, not making interest or
                anything.


116   INT. USAMM - STEVEN'S OFFICE - 1996 - DAY                 116

      At his desk, Steven leafs through the company finances.

                             STEVEN (V.O.)
                It occurred to me to set up an investment
                account where the held money would earn
                interest for the short time that the
                company had it. We're talking twenty two
                million at any given time here, so even
                short term the interest adds up pretty
                quickly. I'd be making the company
                millions virtually overnight.

      He leans back to think to himself.

                             STEVEN (V.O.)
                ...and I of course would take a
                commission. Say... fifty percent. The
                only problem with that was-- I wasn't the
                one signing the checks.


117   INT. USAMM OFFICE - 1996 - DAY                            117

      OPEN CLOSE on a check being signature-stamped with a
      RUBBER STAMP. A hand places the stamp into a small wooden
      box and closes it.

      CUT WIDE to reveal the hand belongs to VERA, the company
      accountant and STEVEN is standing over her. It is now we
      realize we are revisiting an earlier scene.

                             STEVEN
                So I ask, "Don't you think that's a
                little expensive?" and the lawyer says,
                "Yes it is, now what's your final
                question?"

      Vera EXPLODES with laughter.

                             VERA
                It's so true. Lawyers!

      She turns to a colleague.

                             VERA (CONT'D)
                Annie! Come here, you gotta hear this!
      "I Love You Phillip Morris"     Green Pages    5-23-08    72.


      And as ANNIE comes over, Steven's hand moves to the
      wooden box and secretly plucks the RUBBER STAMP.


118   INT. USAMM - STEVEN'S OFFICE - 1996 - DAY                  118

      Lindholm raps on the open door as he enters.

                             LINDHOLM
                Steven, we got a problem. Vera lost that
                stupid rubber stamp again. Her office is
                a goddamned disaster and she's the o-ring
                if you know what I'm saying.

                              STEVEN
                       (faux)
                Oh... how long till we can get a new one?

                             LINDHOLM
                Nope. Time to overhaul the program. I got
                a computerized system already on order.
                No more room for pilot error.

      Steven hangs his head, visibly disappointed.

                             LINDHOLM (CONT'D)
                Should be up and running in a couple
                months. I want you signing the checks
                until then.

      Steven brightens up suddenly.

                             STEVEN
                Really?! Great!

                             LINDHOLM
                You play golf?

                             STEVEN
                Uhhh... yeah. Sure.


119   EXT. HOUSTON SUBURB - NEW HOUSE - 1996 - DAY               119

      A huge MOVING TRUCK is parked before an impressive house
      in an upscale neighborhood. MOVERS unload and roll
      dollies past two matching MERCEDES COUPES.

      Steven and Phillip oversee the work- each holding
      matching MINIATURE PINCERS.

      They smile wide.   Moments later an OFFSCREEN HONK gets
      their attention.
      "I Love You Phillip Morris"     Green Pages   5-23-08   73.


      They look to see a SPORTING GOODS TRUCK pulling up with
      two JET-SKIS hitched to a trailer.

                             PHILLIP
                       (wowed)
                How big was this Christmas bonus?

                             STEVEN
                       (covering)
                Pretty big.

                             PHILLIP
                In July?

      Phillip is slightly suspicious.


120   I/E. NEW HOUSE / BACKYARD - 1996 - MORNING                 120

      Various vignettes of Steven and Phillip's new home.

                             PHILLIP (O.S.)
                       (mid-story)
                The sheriff is desperate and goes to a
                psychic. All the woman says is rabbit.
                Rabbit-rabbit-rabbit, that's all. Well
                he thinks `bullshit' and he's driving
                back home and what happens? He sees a
                rabbit crossing the street in front of
                him. So he pulls over and follows it into
                the woods and he finds the missing car.
                All wrecked and turned over and the
                girl's inside... still alive.

      Eventually we find Steven and Phillip in the BACKYARD on
      a large DOUBLE CHAISE LOUNGE. Their sleeping min-pins
      are between them.

                             STEVEN
                No.

                             PHILLIP
                I swear. It's in the Ricky Martin People
                in the bathroom.

      Steven smiles and cuddles up.

                             PHILLIP (CONT'D)
                Yeah... they can find out all sorts of
                stuff, those people.

                             STEVEN
                Mmm hmm...
      "I Love You Phillip Morris"       Green Pages   5-23-08   74.


                              PHILLIP
                They can find out anything about
                anyone... anything.
                       (then)
                They could even find out something about
                you...

      Steven grows suspicious.

                             STEVEN
                Phillip... what is it?

                             PHILLIP
                It's just-- Is something going on?
                Something you're not telling me?

                               STEVEN
                No.

                             PHILLIP
                Because if there is, stop now.

                               STEVEN
                There isn't.    There's nothing.

                             PHILLIP
                I don't care about the money, the house,
                jet-skis- all I want is you. I just want
                us to be together.

                              STEVEN
                We're always going to be together. And
                there is nothing going on. I promise.
                       (then)
                I wouldn't lie to you, baby.

      Steven stares back and convinces Phillip with a look.
      They kiss.


121   INT. USAMM PARKING GARAGE - 1996 - DAY                     121

      Birkheim emerges from his parked MERCEDES C-CLASS. After
      locking it he notices a little smudge and buffs it out
      with his handkerchief.

      As he admires his car proudly, the building volume of the
      MIAMI SOUND MACHINE gets his attention.

      He sees as Steven arrives in his NEW and MUCH MORE
      IMPRESSIVE SL500 and parks a few spots down.
      "I Love You Phillip Morris"        Green Pages   5-23-08   75.


      He watches as Steven tries on several watches and tosses
      them back in the glove compartment before settling on one
      and exiting the car.

      Birkheim raises a brow.


122   INT. USAMM ELEVATOR - 1996 - A SHORT TIME LATER             122

      Birkheim and Steven share the elevator.

                                BIRKHEIM
                Nice car.

                             STEVEN
                Thanks, Larry.

                             BIRKHEIM
                Which one is it?

                              STEVEN
                SL.   That the C you're driving?

                                BIRKHEIM
                Yeah.

                                STEVEN
                Good car.

                                BIRKHEIM
                Mmm hm.

                                STEVEN
                Good value.

      DING! The door opens. Steven exits, leaving a disgruntled
      Birkheim in his wake.


123   INT. BIRKHEIM'S OFFICE - 1996 - DAY                         123

      Birkheim pores over spreadsheets, taking notes and
      comparing numbers. CLOSE UPS on headings like "INTEREST
      EARNED" and "DEPOSIT" indicate he's looking for something

      He continues to make notes, growing ever more suspicious
      until something catches his eye.

      In the margin of one of the pages is a DOODLING of a
      SMILEY-FACED PENIS.

      Birkheim doesn't quite know what to make of this... but
      it seems to stare at him mockingly.
      "I Love You Phillip Morris"   Green Pages     5-23-08    76.


124   INT. USAMM HALLWAY - 1996 - DAY                            124

      Steven whistles happily and takes a draw off his coffee
      mug. As he passes an office, something catches his ear.

                             BIRKHEIM (O.S.)
                I have some questions about these new
                accounts we've opened.

      Steven slows to a stop.


125   INT. BIRKHEIM'S OFFICE - 1996 - CONTINUOUS                 125

      Birkheim, his back to the door, is on the phone as Steven
      eavesdrops outside.

                             BIRKHEIM
                Yeah... I was wondering if we could
                compare some numbers. I know you usually
                talk to our CFO but this is a delicate
                matter and I'd like keep it secret for
                now.

      Steven is worried.


126   INT. USAMM CUBICLE - 1996 - DAY                            126

      OPEN CLOSE on blank copies spitting out of a copier.
      Steven stands over the machine, his finger on the button
      as he keeps surveillance on Birkheim's office door.

      A SECRETARY arrives with a stack of papers.

                             SECRETARY
                Hi Mister Ru--

                             STEVEN
                I'M MAKING COPIES!!!

      She leaves, terrified.

      Finally, Steven spots Birkheim leaving his office.


127   INT. BIRKHEIM'S OFFICE - 1996 - DAY                        127

      Steven runs into Birkheim's office and scans the papers
      on his desk. Nothing.

      He turns his attention to Birkheim's briefcase, but he
      can't get it open.
      "I Love You Phillip Morris"   Green Pages    5-23-08     77.


      Eventually he spots a blank legal pad and looks at it
      closely. He grabs a pencil and does the old detective
      trick of shading in the page to reveal what was written
      on the now missing page above.

      The embossed text reads, "837,502.12"

      He stares at it a moment. This number looks familiar.
      He grabs the phone and dials. An AUTOMATED VOICE answers.

                             AUTOMATED TELLER
                Hello, you've reached the Automatic
                Teller at Texas Commerce Bank. Please
                enter your personal account number
                followed by the pound sign.

      Steven quickly enters some numbers. As he listens he
      flips through Birkheim's desktop calendar.

                             AUTOMATED TELLER (CONT'D)
                Thank you. Your account balance is eight
                hundred-thirty seven thousand five
                hundred and two dollars and twelve cents.
                To repeat this-

      It's the SAME NUMBER as on the pad. He hangs up. And
      turns his attention to the calendar. He spies an entry
      that reads, "Harris County Police, 12:30"

      He leaps out of the chair and exits the office.


128   INT. USAMM COPIER ROOM - 1996 - DAY                        128

      Steven furiously shreds documents in the company's PAPER
      SHREDDER. Moments later the same SECRETARY enters the
      room with an armload of work- enraging Steven.

                             STEVEN
                CAN'T YOU SEE I'M SHREDDING!?

      Terrified, the woman runs away.


129   EXT. BANK - DAY                                            129

      OPEN CLOSE on an ATM keypad as Steven punches some keys
      and retrieves a handful of cash. He stuffs it into his
      breast pocket and hops back into his SL.


130   INT. DEBBIE'S HOME - NIGHT                                 130

      The phone RINGS. Debbie answers.
      "I Love You Phillip Morris"      Green Pages   5-23-08   78.


                              DEBBIE
                Hello?


131   INT. MERCEDES SL (DRIVING) - GULF FREEWAY, 1996 - DAY     131

      INTERCUT. Steven is on the phone while driving with the
      top down.

                              STEVEN
                Hey Debbie.

                             DEBBIE
                Steven. How are you?

                             STEVEN
                Good. How's Steffie doing?

                             DEBBIE
                Good. Real good. She sure is your
                daughter...

                             STEVEN
                She's interested in boys already?

                              DEBBIE
                Ha-ha.   How's Phillip?

                             STEVEN
                He's good. He says hi, but listen- I
                just wanted to call and let you know I'm
                switching all my phone numbers. I'll let
                you know when we get a new one.

                             DEBBIE
                Oh Steven, are you on the lam again?

                             STEVEN
                Deb, you always knew me best.

                             DEBBIE
                Steven you really should stop all this,
                you are such a good man and I know that
                Jesus has a plan for you.

                             STEVEN
                Well, maybe this is his plan.

                             DEBBIE
                Now don't start.

      A CALL-WAITING TONE is heard.
      "I Love You Phillip Morris"       Green Pages   5-23-08   79.


                             STEVEN
                Anyway Debbie- that's my boss calling. I
                love you both and I'll call you soon.

      Steven clicks over to the other line.

                               STEVEN (CONT'D)
                Hello?


132   INT. LINDHOLM'S OFFICE - 1996 - DAY                        132

      INTERCUT with Lindholm on the phone, with Birkheim in the
      background, spreadsheets in hand.

                             LINDHOLM
                Steven? Where are you?

                             STEVEN
                The Gulf Freeway. Where are you?

                             LINDHOLM
                At the office. You coming back anytime
                soon?

                             STEVEN
                Is something wrong?

                             LINDHOLM
                No, we just want to see you Steven. We
                miss you is what it is.

                             STEVEN
                Oh, that's nice Dan. But I don't think
                I'm coming back in. I think we both know
                why.

                             LINDHOLM
                You sure about that Steven?

                               STEVEN
                Bye-bye Dan.

      Steven hangs up.


133   INT. NEW HOUSE - 1996 - DAY                                133

      Steven storms into the house, panting. A worried Phillip
      comes to greet him.

                             PHILLIP
                People keep calling, what's going on?
      "I Love You Phillip Morris"   Green Pages     5-23-08    80.


      Steven starts pulling wads of money out of every
      available pocket and piling it on the kitchen table.

                             STEVEN
                Nothing. Thought we'd take a little
                vacation. Key West. Let's pack. Quick!
                Okay I'll pack for you!

      Phillip follows him through the house.

                             PHILLIP
                I fucking knew it- you did do something.
                You lied to me! You looked me right in
                the eye and lied!

                             STEVEN
                Now don't get angry, it's gonna be fun, I
                swear.

                             PHILLIP
                Are you going back to jail? Steven, you
                promised we'd always be together!

                             STEVEN
                Of course we are! We're never gonna be
                apart. Never.

      Steven ducks into the bedroom.   Phillip doesn't follow.

                             PHILLIP
                You lying son of a bitch! You took
                advantage of me! Just like all the rest!
                SON OF A BITCH!


134   INT. NEW HOUSE BEDROOM - 1996 - CONTINUOUS                 134

      Steven furiously packs a suitcase, yelling out to Phillip
      in the hallway.

                             STEVEN
                We'll get a place. Do some fishing. I can
                work on my key lime pie recipe...

      Steven picks up the suitcase without zipping it up and
      heads back into the hall.

                             STEVEN (CONT'D)
                ...I might even grow a beard and enter
                the Papa Hemingway contest!

      He stops short in the hallway.   Phillip is gone.
      "I Love You Phillip Morris"     Green Pages   5-23-08   81.


                             STEVEN (CONT'D)
                Phillip? Honey?


135   EXT. NEW HOUSE - 1996 - DAY                              135

      Steven bursts from the house still clutching the suitcase
      just in time to see Phillip's car rounding the corner.

                             STEVEN
                COME BACK! WAIT!


136   INT. NEW HOUSE - 1996 - DAY                              136

      He re-enters, emptying the suitcase along the way. He
      then proceeds to fill it with the cash on the table.


137   EXT. NEW HOUSE - 1996 - DAY                              137

      Steven exits and heads for his car, but before he can get
      in-

      WHAM! He's grabbed by a group of POLICEMEN. He SQUEALS
      like a rabbit's death bleat and flails wildly.

      This continues for a while until--

                                                    SMASH CUT TO:


138   INT. TEXAS STATE PEN HOSPITAL WARD - 1998 - DAY          138

      Steven resumes his VOICE OVER in the penitentiary
      infirmary.

                              STEVEN (V.O.)
                There I was, keeping secrets, living a
                lie. Like I said, I tend to do that. Now
                I didn't blame Phillip for running out on
                me, but I had to make things right. I had
                to get him back. You see, there's
                something I didn't tell you...
                       (beat)
                ...it's about my old boyfriend. Do you
                remember him? His name was Jimmy.

                                                          CUT TO:
      "I Love You Phillip Morris"        Green Pages   5-23-08   82.


139   INT. PALM BEACH APARTMENT - 1991 - MORNING                  139

      The Florida sun bathes the bedroom in a heavenly glow,
      illuminating Jimmy Kemple as he wakes. He opens his eyes
      to see Steven staring longingly at him.

                               KEMPLE
                   What?

      Steven just smiles.

                               KEMPLE (CONT'D)
                   What?

                                STEVEN
                   I love you Jimmy.

      Kemple smirks.

                                KEMPLE
                   It's only been a month, Steven.

                               STEVEN
                   I know.

                                KEMPLE
                   Don't fall for me Steven.

                                STEVEN
                   Why the hell not?

                                KEMPLE
                   You know damn well why.

      Steven thinks a moment, but never stops smiling.

                                STEVEN
                   I don't give a shit about that.

      They kiss.


140   EXT. PALM BEACH HOSPITAL PARKING STRUCTURE - 1992 - DAY 140

      FLASHBACK. We're back at the scene where Steven tries to
      jump in the dumpster. He leaps over the guard rail and--

                               KEMPLE
                   STEVEN!

      WHAM!!! Steven hits the ground next to the dumpster.

                                                            CUT TO:
      "I Love You Phillip Morris"     Green Pages    5-23-08   83.


141   EXT. PALM BEACH HOSPITAL PARKING STRUCTURE - 1992 - DAY 141

      A short time later, Steven lies MOANING and delirious.
      Kemple cradles his head as Debbie and the cop watch
      nearby.

                             KEMPLE
                You need to do the time. I'll wait for
                you. I will. I'll wait for you. I
                promise. I love you. I'll wait for you.


142   INT. MIAMI JAIL - CELL BLOCK - 1993 - DAY                   142

      Steven pushes a cart of food through the block delivering
      sandwiches to fellow detainees.


143   INT. MIAMI JAIL - PHONE BANK - 1993 - DAY                   143

      OPEN CLOSE on fingers dialing a pay phone.    Cut wide to
      reveal it's Steven making a call.

                             STEVEN
                Hi baby. What do you mean? It's noon. I
                always call at noon.
                       (listens)
                Well it's prison honey, it sucks. But I'm
                getting used to it. What's wrong?


144   INT. KEMPLE'S MOTHER'S APT, 1993 - DAY - INTERCUT           144

      Kemple, on the phone at his mother's home, is INTERCUT.
      He looks ill.

                             KEMPLE
                I'm sick.

                             STEVEN
                I know.

                             KEMPLE
                No really sick. You haven't seen me in a
                year. You don't know. I just came back
                from the doctor. My T-cells are...

      He begins to cry.

                             KEMPLE (CONT'D)
                Why did you have to go to jail? How could
                you do this to me?
      "I Love You Phillip Morris"     Green Pages   5-23-08   84.


                             STEVEN
                I know, I'm sorry...

                             KEMPLE
                I don't want to die alone.

                             STEVEN
                You're not gonna die alone.

                             KEMPLE
                Yes I am. Who knows how long I have.

                             STEVEN
                You're not gonna die alone, okay?   Just
                believe me.

                             KEMPLE
                You don't know that.

                             STEVEN
                Yes I do. I promise.

      He hangs up, tortured by this news. His eyes catch a
      glimpse of a DETECTIVE exiting the cell block, banging on
      the GUARD BOOTH glass with his walkie-talkie.

      He just stares at the door, long and hard.


145   INT. MIAMI JAIL CORRIDOR - 1994 - DAY                     145

      Steven approaches a section of bars where a BLONDE INMATE
      is waiting.

                             STEVEN
                Did you get `em?

                             BLONDE INMATE
                Yeah.

      The inmate looks around then shoves a BALL OF CLOTHES
      through the bars. Steven gives a look. Something upsets
      him.

                             STEVEN
                What the hell's this?

                             BLONDE INMATE
                It's all I could get.

                             STEVEN
                Jesus!
      "I Love You Phillip Morris"       Green Pages   5-23-08    85.


146   INT. MIAMI JAIL GUARD BOOTH - 1994 - DAY                        146

      Dressed in prison orange, Steven walks up to a counter, a
      sandwiches in hand. He holds it up before a HUGE GUARD.

                               STEVEN
                  Lunch is served.

      As the Guard goes through the bag, Steven reaches over
      the counter and swipes a WALKIE TALKIE- revealing a
      CALENDAR that reads FRIDAY the 13th. He beats a nervous
      exit.


147   INT. MIAMI JAIL HALLWAY - 1994 - DAY                            147

      OPEN CLOSE on a MAN'S ASS IN RUBY RED, SKIN TIGHT
      HOTPANTS.

      CUT TO REVEAL Steven walking nervously down the hall clad
      in said hotpants as well as a tight spaghetti strap top.
      Walkie Talkie in hand, he tries to give as authoritative
      an aura as he can.

      He gets to a glass security door, where two JAIL GUARDS
      stand. Steven taps on the glass confidently with the
      WALKIE TALKIE and signals them to open the door.

      They do.   And as he passes the two guards one of them
      speaks.

                               JAIL GUARD
                         (shaking head)
                  Undercover vice...

      Steven approaches another set of doors and signals.       The
      doors open.


148   INT. MIAMI JAIL EXIT - 1994 - DAY                               148

      Steven   passes through the doors and comes to an exit. He
      pushes   on it to find it LOCKED. Panic sets in as he
      pushes   repeatedly to no avail. And just when he thinks
      all is   lost--

      He looks down to realizes he's neglected to notice the
      PUSH BAR to open the door. And with a gentle PUSH, the
      door OPENS ...and he's gone.
      "I Love You Phillip Morris"      Green Pages   5-23-08   86.


149   INT. KEMPLE'S MOTHER'S APARTMENT - 1994 - BEDROOM - DAY 149

      HELEN KEMPLE brings a tray of toast and water into the
      bedroom where Steven sits over Kemple's rapidly
      deteriorating body.

                              KEMPLE
                Thanks Mom.

      She kisses both Jimmy and Steven.

                             HELEN
                I'll be in the other room.

      She exits. Steven tries to give Kemple some water. Kemple
      resists.

                             STEVEN
                Come on. You need to drink something.

      Kemple meekly hands Steven his stainless steel ROLEX.

                             KEMPLE
                I want you to have this because I'm gonna
                be leaving soon...

                             STEVEN
                Well that's not okay with me baby. You
                can't leave. I need you around here.
                You're the love of my life.

                             KEMPLE
                You're sweet... but no, I'm not.

                              STEVEN
                Shhhh...

                             KEMPLE
                I'm not. I've seen him. You haven't met
                him yet, but you will...

      Steven is perplexed.

                             KEMPLE (CONT'D)
                You're gonna be so happy. And I know you
                don't think so, but you deserve to be
                happy...

                             STEVEN
                You're not thinking clearly baby.
      "I Love You Phillip Morris"       Green Pages     5-23-08   87.


                             KEMPLE
                Yes I am... And you have to promise
                me... When you find him, you're gonna
                treat him right... okay?

      Steven gives in gently.

                                STEVEN
                Okay, okay.     Now drink some water.

                             KEMPLE
                Treat him right.


150   INT. KEMPLE'S MOTHER'S APARTMENT - 1994 - CONTINUOUS         150

      Helen is on the couch, watching the TV news as OJ Simpson
      is apprehended. It isn't long before a KNOCK on the door
      gets her attention. She gets up.

                                HELEN
                Who is it?

      She reaches for the door and-- SMASH!! The door bursts
      open.

                                                        SMASH CUT TO:


151   EXT. KEMPLE'S MOTHER'S APARTMENT BUILDING 1994 - DAY         151

      Steven is dragged kicking and SCREAMING to a squad car by
      a group of POLICEMEN.

                             STEVEN
                NO! JUST GIVE ME SOME TIME! I PROMISED!
                I PROMISED I'D BE THERE! I PROMISED HE
                WOULDN'T DIE ALONE!

      And as he futilely fights--


152   INT. TEXAS STATE PEN, STEVEN'S CELL - 1994 - DAY             152

      A CLAXON BLARES and the cell door slides OPEN with
      metallic ROAR, revealing a very impatient Steven with a
      few days stubble on his face.

                             STEVEN
                It's about damn time!

      He rushes out.
      "I Love You Phillip Morris"      Green Pages      5-23-08   88.


153   INT. TEXAS STATE PEN - PHONE BANK - 1994 - DAY               153

      Steven hurries to the phone and dials. He nervously
      awaits an answer. Then-

                              STEVEN
                 Hi Helen it's me. Is--

      He's interrupted and proceeds to listen.       The look on his
      face says it all.

                              STEVEN (CONT'D)
                 Okay... mmm hmm...

      Through the glass wall outside the phone room, we watch
      as Steven continues to absorb the bad news.

      He hangs up the phone and falls to pieces as the
      CACOPHONY of the prison masks any sound of his grief.

                                                            BACK TO:


154   I/E   NEW HOUSE, 1996 - HOUSTON POLICE CRUISER - DAY         154

      OPEN CLOSE ON the stainless steel ROLEX. WE'RE BACK
      outside Steven and Phillip's house in a POLICE CRUISER.
      Steven stares at it, reflecting on his memory of Kemple.

                              STEVEN (V.O.)
                 I'm sorry I didn't tell you before. I
                 just don't like talking about some
                 things.

      The door opens and a HOUSTON COP hands him a black
      LEATHERETTE CASE.

                              HOUSTON COP
                 This what you wanted?

                              STEVEN
                 Oh thanks.

                              HOUSTON COP
                 Diabetes huh?

                              STEVEN
                 Yeah...

      The cop gets in and they drive off.
      "I Love You Phillip Morris"   Green Pages       5-23-08   89.


155   INT. HOUSTON POLICE CRUISER - 1996 - A SHORT TIME LATER 155

      The HOUSTON COP and a DRIVING COP ride up front, not
      paying much attention to their passenger.

      In the REAR, Steven nervously and quietly prepares an
      INSULIN SYRINGE and inexpertly INJECTS IT in his belly.

                             STEVEN (V.O.)
                I wasn't going to lose Phillip. No way.
                I broke Jimmy's heart and I was not gonna
                break Phillip's. I was gonna make
                everything alright. No matter what it
                took, I was going to escape.

      He gives a quick look around and prepares another
      syringe. After another injection, he prepares another.

      And then ANOTHER and ANOTHER...


156   INT. HOUSTON POLICE CRUISER - 1996 - A SHORT TIME LATER 156

      The DRIVING COP watches the road blankly until his nose
      catches a putrid scent in the air.

                             DRIVING COP
                Fuck... what is that?

      The other cop smells it too. They begin to look around.

      The Driving Cop glances back to see Steven CONVULSING AND
      FROTHING AT THE MOUTH like a rabid bobble head doll.

                             DRIVING COP (CONT'D)
                Fuck!

      They turn around.

                             HOUSTON COP
                Ahh! He shit himself! Get us to the
                hospital!

      The SIREN WAILS.


157   INT. HOUSTON HOSPITAL ROOM - 1996 - DAY                    157

      Steven wakes up in a hospital bed. A little bleary at
      first, his eyes scan the room. He's alone.

      He sits up, pleased and very excited. He pulls out his
      IV, hops out of bed and heads for the window when-
      "I Love You Phillip Morris"       Green Pages    5-23-08   90.


      CLANG! He stops short to find his ankle is shackled to
      the bed.

                               STEVEN
                Shit!

      The door opens and the Houston Cop peers his head in. He
      looks back to his unseen partner.

                               HOUSTON COP
                He's up.


158   INT. HARRIS COUNTY JAIL, HOUSTON - 1996 - DAY               158

      Three manacled PRISONERS, one of them Steven, follow a
      CORRECTIONS OFFICER into the Processing Area at the
      Harris County Jail.

      Each of the men are still in their street clothes and
      manacled separately.

                               CORRECTIONS OFFICER
                Take a seat.

      They take a seat on a bench outside a large steel door as
      the officer talks to a PROCESSING CLERK. Steven is
      visibly agitated and ignores the other men on the bench
      with him.

      The FIRST PRISONER turns to the SECOND PRISONER.

                             FIRST PRISONER
                What'd they get you for?

                               SECOND PRISONER
                Grand Theft.    You?

                               FIRST PRISONER
                B and E.

      The Second Prisoner turns to Steven...

                             SECOND PRISONER
                How about you?

      ...but STEVEN IS GONE.   The man looks around.

      Across the room, Steven stands in an elevator amidst a
      group of lackadaisical JANITORS, clutching a mop. The
      prisoner watches in awe as the doors CLOSE.
      "I Love You Phillip Morris"     Green Pages     5-23-08   91.


159   INT. HARRIS COUNTY JAIL, HOUSTON - 1996 - LATER            159

      The elevator doors OPEN to reveal Steven, not with the
      janitors, but with a GROUP OF OFFICERS-- re-emerging from
      the elevator and back into the processing area.

      The LEAD OFFICER talks to the clerk.

                             LEAD OFFICER
                This slippery son of a bitch is going
                straight to lockup.

      Steven heaves a sigh.


160   INT. HARRIS COUNTY JAIL PHONE BANKS, 1996 - DAY            160

      Steven, in a fresh prison jumpsuit, paces while talking
      on the phone.

                              STEVEN
                C'mon Phillip, pick up, it's me.    I'm
                sorry. C'mon.
                       (then)
                Dammit!

      He hangs up.   A nearby inmate chimes in.

                             NEW CELLMATE
                How long you in for?

                             STEVEN
                Not long.
                       (picks up phone)
                Can you hit me in the face with this?

      And off the inmate's quizzened expression--


161   INT. HARRIS COUNTY JAIL - 1996 - INFIRMARY - DAY           161

      OPEN CLOSE on Steven's BLOODY FACE. A PRISON PHYSICIAN
      is examining it closely. We notice Steven is wearing
      WHITE SCRUBS (as opposed to the doctor who wears GREEN
      SCRUBS).

                             PHYSICIAN
                That's a pretty big gash. Just stay
                still...

                             STEVEN
                It sure hurts...
      "I Love You Phillip Morris"     Green Pages   5-23-08    92.


      As Steven talks and the doctor looks, Steven stealthily
      plucks the doctor's ID BADGE and slips it in his pocket.


162   INT. HARRIS COUNTY JAIL CELL - 1996 - DAY                  162

      Steven finishes filling the sink in his cell and pulls
      out a GREEN MAGIC MARKER. He breaks it open and drips the
      ink into the water.

      And as the water turns GREEN, Steven removes his white
      scrubs and plunges them in the sink.


163   INT. HARRIS COUNTY JAIL GUARD STATION - 1996 - NIGHT       163

      The NIGHT GUARD watches his monitors when a rap on the
      glass gets his attention. He looks up to see Steven in
      newly (and badly) dyed GREEN SCRUBS, awaiting exit on the
      other side, holding the stolen ID BADGE against the
      glass.

                              NIGHT GUARD
                `night Doc.

      He pushes the buzzer and Steven pushes open the door.


164   EXT. TEXAS MOTEL - 1996 - DAY                              164

      Seven State and Local police cruisers sit in the parking
      lot, a shirtless Steven is removed from his motel room by
      a pair of OFFICERS. His skin is stained green but his
      expression is pure resolve.


165   INT. HOUSTON COURTROOM - 1996 - DAY                        165

      OPEN CLOSE on a GAVEL striking. Steven stands before the
      judge flanked by his attorney and a bailiff.

                             HOUSTON JUDGE
                Set bail at 900,000 dollars.

                             ATTORNEY
                Your honor...

                             STEVEN
                Nine hundred thousand!? It's a white
                collar charge.

                              ATTORNEY
                Your honor-
"I Love You Phillip Morris"     Green Pages     5-23-08   93.


The judge begins FILLING OUT A FORM. He barely looks up
at them.

                       HOUSTON JUDGE
          Mister Russell is a flight risk. The
          bond is set. Nine hundred thousand.

                       STEVEN
          This is bullshit.
                 (sotto to attorney)
          Set a reduction hearing.

                       ATTORNEY
                 (off this)
          Your honor we'd like to set a reduction
          hearing.

                       HOUSTON JUDGE
          That's your right, but I strongly advise
          you don't.

The judge finishes filling out the form and PLACES IT AT
THE EDGE OF HIS BENCH for Steven to see.

It clearly reads his bail amount, his charge, everything.
As the Attorney PRATTLES ON in the background, Steven
just STARES AT THE FORM LONG AND HARD.

                       HOUSTON JUDGE (CONT'D)
          Fine. You can have your hearing tomorrow.

Steven interjects.

                       STEVEN
                 (sotto to Lawyer)
          Next week.

The attorney looks at him quizzically and turns back to
the judge.

                       ATTORNEY
          We'd like next week if that's okay.

                       STEVEN
                 (sotto)
          On the thirteenth.

                       ATTORNEY
          Oh the thirteenth if possible.

                       HOUSTON JUDGE
          Fine. Friday the thirteenth. Now go away.
      "I Love You Phillip Morris"     Green Pages     5-23-08   94.


166   INT. HARRIS COUNTY JAIL CELLS - 1996 - NIGHT               166

      A block of holding cells well stocked with men waiting on
      the legal system.

      We soon come upon Steven who is furiously SKETCHING OUT A
      COPY of the form from the judge's bench from memory.


167   INT. HOUSTON APT BEDROOM (TYLER) - 1996 - DAY              167

      OPEN CLOSE on an opened envelope next to Steven's sketch
      and a letter.

                             STEVEN (V.O.)
                Dearest Tyler. Long time no talk. I won't
                beat around the bush. I got into a spot
                of trouble here in Houston and find
                myself needing help. That's right, jail
                again. Anyway I was wondering if you
                could type up this thing for me on your
                computer just like I sketched out...

      As Steven `reads' the letter we reveal a MAN hacking away
      on a computer nearby. As we move closer, we see that
      he's the MOUSTACHED MAN from the night of his car crash
      and he's not wearing pants.


168   INT. HARRIS COUNTY JAIL CELL - 1996 - DAY                  168

      Steven opens a letter and pulls out the FORGED FORM.

                             STEVEN
                Great!

      He grabs a pen and begins filling it out.


169   INT. HOUSTON COURTHOUSE CORRIDOR - 1996 - DAY              169

      Manacled to a line of prisoners, Steven shuffles through
      a crowded hallway. Courthouse staff are everywhere.

      Steven spots a HARRIED woman approaching with an armful
      of paperwork.

      He reaches into his jumpsuit and pulls out the FORGED
      DOCUMENT and as she passes- HE DROPS IT.

                             STEVEN
                Ma'am?!

      The woman turns back, annoyed.
      "I Love You Phillip Morris"       Green Pages   5-23-08    95.


                             STEVEN (CONT'D)
                Dropped something.

      She picks it up and puts it on her pile. He smiles as he
      watches her walk away.


170   INT. HARRIS COUNTY JAIL PHONE BANK, 1996- DAY               170

      Steven dials the phone.


171   INT. HOUSTON COURTHOUSE - CLERKS OFFICE, 1996 - DAY         171

      INTERCUT, a CLERK answers her RINGING PHONE.    Her desk
      CALENDAR reads: "September, Friday the 13th"

                             CLERK
                This is Julie.

      Steven puts on his best SOUTHERN BELLE VOICE.

                             STEVEN
                       (as woman)
                Hi, I have Judge Charles Hearn for the
                clerk's office.

                                CLERK
                Alright.

                             STEVEN
                I'll put him through.

      Steven switches to an authoritative JUDGE VOICE.

                             STEVEN (CONT'D)
                       (gruff)
                This the clerk's office?

                                CLERK
                It is.

                             STEVEN
                Charles Hearn- I got a bail adjustment
                coming through, sent it over today.

                             CLERK
                Sure thing. What's the name?

                             STEVEN
                Russell. Steven Jay.

                             CLERK
                Got it right here.
      "I Love You Phillip Morris"      Green Pages   5-23-08   96.


                             STEVEN
                Good, I need that to go through right
                away. Because if it don't, I'm gonna have
                to chug about a quart of Tidee Bowl on
                account of all the shit I'll be eating.
                Know what I mean?

      Julie GIGGLES.

                             CLERK
                You got it Judge.

                             STEVEN
                And say- Julie? Can you save me a dime
                and connect me to a good bail bondsman?

                              JULIE
                Sure thing.


172   EXT. GALVESTON HOUSE - 1996 - DAY                          172

      A LIMOUSINE pulls up outside a modest Galveston house.
      The CHAUFFEUR opens the door and Steven emerges dressed
      in new linen suit and clutching champagne and flowers.

      He approaches the door and just as he's about to knock--

                             PHILLIP (O.S.)
                Go away Steven!

      Steven is surprised.

                             PHILLIP (O.S.) (CONT'D)
                You think I didn't know you were coming!?

                              STEVEN
                Phillip-

                             PHILLIP (O.S.)
                Get the hell out of here! I'm done with
                you!

                             STEVEN
                Don't say that.

                             PHILLIP (O.S.)
                They probably have a psychic after you
                right now! Did you see any bunnies!?

                             STEVEN
                Honey, I know you're upset- but we love
                each other.
"I Love You Phillip Morris"       Green Pages   5-23-08   97.


                       PHILLIP (O.S.)
          You opened a bank account for Doctor
          Phillip Morris! Now they think I'm in on
          everything! I'm facing real time! You
          know I can't go back to prison.

                       STEVEN
          I'm sorry about that- they weren't
          supposed to find that. It was for your
          own good. So we could be together.

                       PHILLIP (O.S.)
          Fuck off! I'm in enough trouble.

                       STEVEN
          C'mon Phillip, just trust me-

                       PHILLIP (O.S.)
          FUCK YOU YOU FUCKING LIAR! Do you realize
          how bad you've fucked me over!! You made
          me an accomplice! You fucking liar! I
          don't want to see you. Go away! I never
          want to see you again!

                       STEVEN
          Phillip don't say that.

No response.

                       STEVEN (CONT'D)
          Well what am I supposed to do?

                       PHILLIP (O.S.)
          You're the lawyer, you figure it out.

This time, it's Steven who remains silent.

                         PHILLIP (O.S.) (CONT'D)
          Oh my God...

THE DOOR SWINGS OPEN, revealing a SEETHING PHILLIP.

                       PHILLIP (CONT'D)
          You're not even a lawyer?! You fucking
          liar!

                         STEVEN
          Well...

He slams the door shut again.

                       PHILLIP (O.S.)
          What the hell's going on?! Who the hell
          are you!?
      "I Love You Phillip Morris"         Green Pages   5-23-08     98.


                             STEVEN
                Open the door Phillip.

                                 PHILLIP (O.S.)
                No.

      Steven walks up to the door and pleads gently.

                              STEVEN
                       (quietly)
                Open the door. Just open the door.
                       (beat)
                Open the door. Please. I just want to
                say one thing. Please. Just one thing.
                That's all. Please.

      A long silence. Steven waits longer than he should with
      the certainty that it will open. And eventually it
      does... slowly and tentatively.

      Through the screen door, their eyes are just inches
      apart. Steven looks into Phillip's soul. He opens his
      mouth and--

                             SWAT COMMANDER (O.S.)
                Down on the ground faggots!!

      Steven and Phillip are shocked to see a small SWAT team
      surrounding the front porch with automatic weapons.

                                 SWAT COMMANDER (CONT'D)
                DOWN!    DOWN!    NOW!

      And as they comply and the armed men descend--


173   INT. GALVESTON POLICE STATION - 1996 - DAY                     173

      Steven and Phillip sit manacled, side by side. They stare
      at the floor in miserable uncomfortable silence.

                                 STEVEN
                Phillip?

                                 PHILLIP
                Don't.

                                 STEVEN
                I love you.

      No response. Phillip can only sit and stew.       And stew.
      Until finally, he's had enough.
      "I Love You Phillip Morris"     Green Pages     5-23-08   99.


                             PHILLIP
                From the moment we met, you've done
                nothing but lie. Our whole
                relationship... just lies. I'm such an
                asshole. You took advantage of me- just
                like all the rest of them. You were
                supposed to protect me- but you've done
                nothing but make a fool of me. And you
                expect me to love you? How can I love
                you? I don't even know who you are. And
                you know what's sad? I don't even think
                you know who you are. So how am I
                supposed to love something that don't
                even exist? You tell me.

      Eventually a POLICEMAN stands before Phillip.

                                POLICEMAN (O.S.)
                Morris.     You're up.

      Before he stands up, Phillip manages a terse statement.

                             PHILLIP
                I will never forgive you Steven. Never.

      Steven is speechless as he watches Phillip walk away-
      disappearing down a long corridor.

                                           SLOW DISSOLVE TO WHITE:

                             STEVEN (V.O.)
                That was the last time I ever saw him.


174   INT. TX STATE PEN, 1997 - CELL BLOCK - DAY                 174

      PHILLIP carries his belongings past a line of hulking,
      cat-calling convicts.

                             STEVEN (V.O.)
                ...But I knew he was right. Phillip,
                Jimmy, Debbie- they've all been right.
                My whole life was nothing but a bunch of
                lies. Lies to make people love me, lies
                to keep them from leaving me and lies to
                make them give me their money.

      He enters his cell.


175   INT. TX STATE PEN, 1997 - MICHAEL UNIT BLOCK- DAY          175

      Steven carries his belongings to his new cell in Michael
      Unit.
       "I Love You Phillip Morris"   Green Pages     5-23-08   100.


                               STEVEN (V.O.)
                  And in the process I lost track of who I
                  was. Maybe Barbra Bascombe had me pegged
                  right from the beginning and that's why
                  she gave me up...


175A    INT. TX STATE PEN - MICHAEL UNIT CELL, 1997 - DAY        175A

        Steven stares at his distorted face in the polished metal
        MIRROR in his cell.

                               STEVEN (V.O.)
                  Whatever the case, how does a person who
                  doesn't exist go on existing? Well the
                  answer is- he doesn't.


176     OMITTED                                                     176


177     INT. TEXAS STATE PEN, 1997 - MICHAEL UNIT CELL - NIGHT      177

        Steven is curled up in a ball in his cell, SOBBING as he
        stares at a SNAPSHOT of Phillip in Key West pasted to the
        wall.

                               BUNKMATE (O.S.)
                  Shut the fuck up, I'm trying to sleep.


178     INT. TEXAS STATE PENITENTIARY CAFETERIA, 1997 - DAY         178

        Steven sits over an untouched tray of food, staring at it
        detached. He looks thin. Pale.


179     INT. TEXAS STATE PEN, 1997 - MICHAEL UNIT CELL - NIGHT      179

        Steven kneels over the toilet in his cell.   The sound of
        PUKING reverberates.


180     INT. TEXAS STATE PEN, 1998 - MICHAEL UNIT CELL - MORNING 180

        Months later, Steven sits up in his bed. He now has a
        grey beard and with his shirt off we can see he has lost
        an unhealthy amount of weight.
      "I Love You Phillip Morris"    Green Pages    5-23-08   101.


181    INT. TEXAS STATE PEN, 1998 INFIRMARY - DAY                181

       OPEN CLOSE on the gaunt and grey-skinned Steven. A MALE
       NURSE places a thermometer in his mouth and looks at
       Steven's medical history. He looks concerned.

                              MALE NURSE
                 I'll be right back.


182    INT. TEXAS STATE PEN, 1998 - INFIRMARY OFFICE - DAY       182

       Steven sits before a YOUNG PRISON DOCTOR who looks
       through his records.

                              YOUNG DOCTOR
                 I'm sorry to have to tell you this
                 Steven, your t-cell counts indicate that,
                 uh... Well... you have AIDS.

       Steven sits expressionless.

                              STEVEN
                 How long do I have?

       And off the Doctor's grave face--

                                                     DISSOLVE TO:


183    EXT. SKY - 1966 - DAY                                     183

       CLOUDS drift slowly across the sky.

       The OPENING SCENE again- the four kids lying on the hill,
       staring at the clouds. Young Steven smiles at the sight.

       A dull WHINE is heard, building until--

                                                    SMASH CUT TO:


184    INT. TEXAS STATE PEN HOSPITAL WARD - 1998 - DAY           184

       The first hospital scene in the movie. The cardio ALARM
       blares. Steven watches from his bed as a DOCTOR appears
       and pushes the nurses aside.

                              DOCTOR
                 Where's the crash cart!?

       He straddles the patient's chest and pushes down hard-
       the sound of a sternum CRACKING can be heard.
      "I Love You Phillip Morris"   Green Pages      5-23-08   102.


                              STEVEN (V.O.)
                 So here we are, where you first met me...

                                                           CUT TO:


185    INT. TEXAS STATE PEN HOSPITAL WARD - 1998 - LATER         185

       A sheet is pulled over the cardio victim's corpse and
       Steven watches as it is wheeled out of the ward.

       He returns his bleary gaze to the ceiling.

                               STEVEN (V.O.)
                 I've been in this bed for months now.
                 Waiting to die. The only thing that keeps
                 me going is the thought that I might get
                 a chance to see Phillip one more time.
                        (beat)
                 But I don't know how much longer I can do
                 this...

       Steven's eyes roll back into his head as he slips into
       unconsciousness.


186    INT. TEXAS STATE PEN, 1998 - CELL - DAY                   186

       A slightly built, effeminate inmate (SAMUEL) raps on
       Phillip's open cell door as he enters.

                              SAMUEL
                 Got a minute?

                               PHILLIP
                 Samuel.   You want some crackers?

                              SAMUEL
                 No... thanks. Look- I just talked to my
                 friend- he's a nurse at the infirmary. I
                 don't know if you know this or not but
                 uh...

       Phillip looks to him with curiosity.

                                                     SMASH CUT TO:


187    INT. TEXAS STATE PEN, 1998 - INFIRMARY ENTRANCE - DAY     187

       Phillip flails as GUARDS hold him back from a DOCTOR.

                               PHILLIP
                 LET ME IN!   Just let me in!
      "I Love You Phillip Morris"    Green Pages      5-23-08    103.


                              DOCTOR
                 He's not here!

                              PHILLIP
                 I need to see him!

                              DOCTOR
                 I told you he's not here! You need to
                 calm down.

       Phillip calms himself.

                              PHILLIP
                 Just tell me where he is. What happened?

                              DOCTOR
                 He slipped into a coma for a few days.
                 He's conscious now, but he's very sick.
                 We had him transferred to a private care
                 facility. There was nothing we could do
                 for him here. It's just a matter of time
                 now.

       Phillip listens in devastated silence.


188    EXT. RESTFUL ACRES CARE CENTER - 1998 - DAY                 188

       Steven looks worse than ever in his semi-private bed,
       looking out the window at the clouds with a catatonic
       gaze.

       He's at peace. It is the moment of his death.

                                CARETAKER (O.S.)
                 Steven?

       Death will have to wait another few moments.    A nurse
       leans over him as he tries to focus.

                              CARETAKER (CONT'D)
                 Steven? Someone wants to talk to you.
                 He keeps calling. He's driving us crazy.

       Steven can't respond.    The nurse picks up the phone.

                              CARETAKER (CONT'D)
                        (into phone)
                 Okay you can put him through.

       She puts the phone to Steven's ear. He can muster only a
       few words.
      "I Love You Phillip Morris"   Green Pages       5-23-08   104.


                               STEVEN
                        (wisp)
                 I didn't want you to find out...


189    INT. TEXAS STATE PEN INFIRMARY OFFICE - 1998- DAY          189

       Phillip is INTERCUT with the helpless Steven.

                               PHILLIP
                 Steven. Oh God... Why didn't you write
                 me? I don't know how this happened, they
                 say I'm fine. Oh God, who did this?
                        (then)
                 It doesn't matter. I had to talk to you
                 Steven.
                        (tearing up)
                 I am still angry with you, but I need you
                 to know something. Even if sometimes I
                 don't know who you are, I love you. I
                 never stopped loving you.
                        (smiles)
                 You and me are just fools for love I
                 guess- written in the stars or some crap
                 like that.
                        (tears)
                 But it was never better, never more real
                 than with you Steven. I realize now that
                 all that crazy shit you did- in your
                 fucked up way- it was always for me.
                 Always for us. You are the most amazing
                 man Steven. It takes my breath away. And
                 even though I can't be with you now, I
                 will always be yours... Forever.

       He steels himself as best he can.

                              PHILLIP (CONT'D)
                 Now if you have to go, go. It's okay.
                 I'm right there. Okay? I'm right there.

       Tears surface again.   He chokes back a sob.


190    INT. RESTFUL ACRES CARE CENTER - 1998 - CONTINUOUS         190

       As a single tear runs down Steven's face, the nurse puts
       the phone on the hook and leaves.

       Steven lies motionless.   He gazes out the window to the
       passing clouds in the sky. It's time.

                                                       DISSOLVE TO:
      "I Love You Phillip Morris"   Green Pages     5-23-08    105.


191    INT. TX STATE PEN, 1998 - CELLBLOCK - DAY                  191

       Samuel walks past cell after cell with a grave look in
       his eyes. Eventually he arrives at Phillip's cell to
       find him sitting on his bunk.

                               SAMUEL
                 Phillip...?

       Phillip looks up.

                               SAMUEL (CONT'D)
                 Uh- my friend in the infirmary... Uh,
                 they got a call from that long term care
                 place and uh, well a few days ago Steven-
                        (then)
                 ...I'm so sorry Phillip.

       Phillip nods as it washes over him. He sends Samuel on
       his way with a look. Once he's alone, Phillip lets go
       and SOBS.

       He buries his face in his pillow. After a long while-

       CLANG. A sound gets his attention.    A BOSSY GUARD stands
       at the door of his cell.

                               BOSSY GUARD
                 Morris.   Come with me.

       Phillip composes himself and follows the guard out.


192    INT. TEXAS STATE PENITENTIARY CORRIDOR - 1998 - DAY        192

       The guard leads Phillip down the corridor. Still coming
       out of his mournful haze, he becomes curious. They arrive
       at a door marked, "MEETING ROOM 2".

                              PHILLIP
                 Where are we going?

                              BOSSY GUARD
                 Your lawyer's here.

       He swings open the door to reveal STEVEN, alive and well
       and wearing a thrift store suit.

       Phillip is aghast, frozen.
      "I Love You Phillip Morris"   Green Pages      5-23-08   106.


                              STEVEN (V.O.)
                 Did I forget to mention I didn't die? Yeah,
                 I didn't die. Faked the whole thing.

                                                     SMASH CUT TO:


193    INT. TEXAS STATE PEN, 1997 - MICHAEL UNIT CELL - NIGHT    193

       FLASHBACK. Steven is curled up in a ball, sobbing as he
       stares at a picture of Phillip pasted to the wall.

                              BUNKMATE (O.S.)
                 Shut the fuck up, I'm trying to sleep.

                              STEVEN
                 Fuck you. I got a broken heart here.

       We see now his Bunkmate is Cleavon.

                              CLEAVON
                 Well then do something about it mother
                 fucker- `stead of crying like Whitney
                 Houston looking for her crack pipe.

       Steven takes his kind words to heart.

                              STEVEN
                 Yeah I know...

                              CLEAVON
                 Damn right. Love creates miracles
                 motherfucker. Ain't you ever read the
                 Bible? So get off your ass and go forth
                 unto the Canaanites you faggot bitch.

       Steven returns his gaze to Phillip's photo.

                              STEVEN
                 When you're right you're right Cleavon...

       Long pause.

                              CLEAVON
                 Wanna suck me off?

                              STEVEN
                 No thanks.

                              CLEAVON
                 Well sweet dreams then.
      "I Love You Phillip Morris"   Green Pages       5-23-08   107.


                              STEVEN (V.O.)
                 Lying there in all my misery, I had a
                 moment of clarity. It became clear to me-
                 I had to get to Phillip. No matter what.
                 Even if it meant dying...


194    INT. TEXAS STATE PEN, 1997 - CAFETERIA - DAY               194

       FLASHBACK. Steven sits over an untouched tray of food,
       staring at it detached.

                              STEVEN (V.O.)
                 Faking your death from AIDS is no easy
                 task, believe me. But after watching
                 Jimmy die, I thought I could make it
                 convincing. First, you have to starve
                 yourself- I ate half as much every day
                 for ten months. After that, you have to
                 fake all sorts of symptoms.


195    INT. TEXAS STATE PEN, 1997 - MICHAEL UNIT CELL- NIGHT      195

       FLASHBACK. Steven kneels over the toilet in his cell,
       sticking his finger down his throat until he pukes.

                              STEVEN (V.O.)
                 You gotta keep this up for months until
                 you lose about, say, 80 pounds.


196    INT. TEXAS STATE PEN, 1998 - MICHAEL UNIT CELL - MORNING 196

       FLASHBACK. Months later, Steven sits up in his bed. He
       now has a grey beard and with his shirt off we can see he
       has lost an unhealthy amount of weight.

                              STEVEN (V.O.)
                 But the hardest part is falsifying your
                 records.


197    INT. TX STATE PEN, 1998 - MICHAEL UNIT CELL(LAWRENCE) DAY
                                                               197

       Steven enters an inmate's cell (LAWRENCE) with a BIG BAG
       OF COFFEE.

                              STEVEN
                 Hey Lawrence- you still work in the
                 infirmary?

                              LAWRENCE
                 Mmm hmm...
      "I Love You Phillip Morris"    Green Pages      5-23-08   108.


       Steven holds up a three pound BAG OF COFFEE.

                              STEVEN
                 You like coffee?


198    INT. TEXAS STATE PEN, 1998 - INFIRMARY OFFICE - DAY        198

       Lawrence sweeps up in an empty office. He looks to see
       if the coast is clear and bolts for some file cabinets.

       After some searching, Lawrence pulls out a file entitled
       "Russell, Steven A". Reading from a scrap of paper, he
       scrawls something with a pen.

       Lawrence then reaches into his pants and pulls out some
       forged forms- stuffing them into the folder.


199    INT. TEXAS STATE PEN, 1998 - INFIRMARY - DAY               199

       FLASHBACK. OPEN CLOSE on the gaunt and grey-skinned
       Steven. A MALE NURSE places a thermometer in his mouth
       and looks at Phillip's medical history.

       CLOSE ON THE FILE- a doctor's entry reads "HIV+ since 91"
       A few flips of the pages reveal FORGED BLOOD TEST
       DOCUMENTS. Buzzwords like T-CELL COUNTS and other terms
       catch the Nurse's eye.

       He looks concerned.

                              MALE NURSE
                 I'll be right back.


200    INT. TEXAS STATE PEN, 1998 - INFIRMARY EXAM ROOM - DAY     200

       FLASHBACK. Steven sits before a YOUNG PRISON DOCTOR who
       looks through his records.

                              YOUNG DOCTOR
                 ...you have AIDS.

       Steven sits expressionless.

                              STEVEN
                 How long do I have?

       And off the Doctor's grave face--
      "I Love You Phillip Morris"   Green Pages     5-23-08    109.


201    INT. TEXAS STATE PENITENTIARY HOSPITAL WARD - 1998 - DAY 201

       Steven lays in his hospital bed. A FAT NURSE puts a pill
       in his mouth and follows it with some water. She exits.

       Once she's clear, Steven reaches into his mouth and pulls
       out the pill. He secretly places it into a small HOLE in
       his mattress for safe keeping.


202    INT. TEXAS STATE PENITENTIARY HOSPITAL WARD - 1998 - DAY 202

       FLASHBACK. Again, we are at the first hospital scene of
       the movie. The cardio ALARM blares. Steven watches as a
       DOCTOR appears and pushes the nurses aside.

                              DOCTOR
                 Where's the crash cart!?

       He straddles the patient's chest and pushes down hard-
       the sound of a sternum CRACKING can be heard.

       With the staff distracted, Steven reaches into his
       mattress hole and pulls out scores of pills. He stuffs
       them into his mouth as fast as he can.

                              STEVEN (V.O.)
                 But the hardest part by far is getting
                 transferred to a private care facility.
                 It's standard procedure for late stage
                 patients, but convincing them I was about
                 to die would involve taking a few risks.

       He chases the pills down with a glass of water.


203    EXT. RESTFUL ACRES CARE CENTER, 1998 - DAY                 203

       Steven is helped from a corrections van into a wheelchair
       outside the Restful Acres facility.

                              STEVEN (V.O.)
                 After a four day coma, they were convinced.


204    INT. RESTFUL ACRES CARE CENTER, 1998 - DAY                 204

       In his bed at the care facility, Steven looks around and
       picks up the phone. He talks with a FOREIGN ACCENT.

                              STEVEN
                 This is Doctor Rios from the Hamblin
                 Center, Houston. I'm looking for AIDS
                 patients for a study we're...
      "I Love You Phillip Morris"   Green Pages      5-23-08   110.


       And as he talks--

                               STEVEN (V.O.) (CONT'D)
                 And once I got settled in, I just called
                 the Department of Corrections and
                 convinced them I was a state-sponsored
                 doctor looking for late stage AIDS
                 patients for an experimental treatment.
                        (then)
                 As luck would have it, they had one
                 patient that was eligible...

       Steven continues his Dr. Rios imitation on the phone.

                              STEVEN
                 Oh you do? Steven Russell? Could you
                 spell that?

       CAMERA SETTLES on a nearby CALENDAR.    It reads: "MONDAY,
       JANUARY 5"

                                                MATCH DISSOLVE TO:


205    INT. RESTFUL ACRES CARE CENTER, 1998 - DAY                   205

       The calendar reads "FRIDAY, MARCH 13"    An ORDERLY enters
       with a WHEELCHAIR.

                              ORDERLY
                 Mister Russell, the clinic sent a taxi
                 here to pick you up.


206    I/E. RESTFUL ACRES CARE CENTER, 1998 - DAY                   206

       Later that day, Steven is helped out of his wheelchair
       into a waiting taxi.

                              STEVEN (V.O.)
                 And for all that time- all those doctors,
                 all those nurses and all those
                 facilities... not one of them ever
                 thought to give me an AIDS test...

       The door SLAMS and off he drives.

                              STEVEN (V.O.)
                 Fucking Texas...


207    INT. TAXI, 1998 - DAY                                        207

       Once clear, Steven speaks to the driver.
      "I Love You Phillip Morris"    Green Pages      5-23-08   111.


                               STEVEN
                  I had a special request when I ordered
                  the cab. Did they tell you?

                               TAXI DRIVER
                  Yeah- right here.

       He lifts a GREASY BROWN BAG into view.

                                STEVEN
                  Thank God.

       Steven grabs it and begins to gorge himself on BURGERS.

                               STEVEN (V.O.) (CONT'D)
                  A week later, the hospice was to get a
                  call from Doctor Rios, telling them
                  Steven Russell had died undergoing
                  treatment. And after all that hard work
                  dying? Where's the first place I go?


208    INT. TEXAS STATE PEN MEETING ROOM, 1998 - DAY              208

       BACK TO MEETING ROOM. Phillip stands frozen before Steven

                                STEVEN (V.O.)
                  Funny, huh?

       The guard pushes Phillip past the threshold.    The door
       SLAMS SHUT behind him.

       He staggers toward Steven as a kaleidoscope of emotions
       plays across his face. Bewilderment, relief, sorrow, joy
       and finally, anger-

       WHACK!   He slaps Steven across the face.

                               PHILLIP
                  You're such a fucker!

                               STEVEN
                  I know- I'm sorry- You weren't supposed
                  to find out.

                                PHILLIP
                  Well I did!

                                STEVEN
                  I couldn't take a chance telling you. You
                  know that. I couldn't. But Phillip, I
                  only did it so I could get here to you.
                         (then)
                  Just to talk to you. And here I am.
"I Love You Phillip Morris"   Green Pages        5-23-08   112.


 Phillip tries to take this to heart. After a moment...

                        PHILLIP
           You're so skinny.

                        STEVEN
           I'm fine. Just hungry.

                        PHILLIP
           Steven I don't-

                        STEVEN
           Wait. Listen. I just came here to tell
           you one thing and that's it. You don't
           have to take me back, I just want to say
           one thing.

 Phillip is listening.

                         STEVEN (CONT'D)
           I know you thought we were nothing but a
           lie- but underneath all those lies there
           was always something that was real. I
           thought about what you said to me. You
           said you don't know who I am. But I have
           to tell you- I know now. I know who I
           am. I mean- I'm not a lawyer, I'm not a
           CFO, I'm not a cop. Hell I'm not even an
           escape artist. Those Steven Russells are
           dead. And now, all that's left is the man
           that loves you. That's all. Nothing
           else. I'm just the man that loves you.
                  (then)
           And if you can see that... believe it...
           then I promise I'll never be anything
           else ever again.

 A LONG, LONG SILENCE.   Phillip looks to him.

                        PHILLIP
           How do I know you're not bullshitting me
           again?

 Steven pauses.   He looks Phillip square in the eye.

                         STEVEN
           You don't.

 And as Phillip stares at him-

                                                 CUT TO BLACK:
      "I Love You Phillip Morris"   Green Pages      5-23-08   113.


       A long SILENCE.   Then finally...

                                                         FADE IN:


209    INT. TEXAS COURTHOUSE CORRIDOR - 1998 - DAY                209

       At a window, a CLERK stamps a few documents and hands
       them to Steven, who is dressed in his lawyer attire.

       Steven exits the line and ducks into a nearby bathroom.


210    INT. TEXAS COURTHOUSE MEN'S ROOM - 1998 - DAY              210

       At the urinal, Steven whistles to himself.

       SUPER: "Steven Russell was arrested two weeks later
       trying to secure Phillip's release."

       Steven turns his head to find the man at the next urinal
       staring at him. It's a very surprised Birkheim with a
       badge affixed to his jacket reading, "JUROR".

       Steven SMILES at him.


211    INT. TEXAS COURTROOM - 1999 - DAY                          211

       Steven sits in court while a FEMALE D.A. argues her case.

       SUPER: "An embarrassment to the State of Texas and
       Governor George Bush, Steven was given an unprecedented
       life sentence."

       She nods to the audience where Lindholm sits smiling.

       SUPER: "Coincidentally, the D.A. who prosecuted him was
       the Sister in law of Dan Lindholm- Steven's former boss"


212    INT. LOCKDOWN CELL, 1999 - NIGHT                           212

       Steven smiles wide, shackled in a solitary 6 by 7 cell.

       SUPER: "Steven sits in 23 hour-a-day lockdown, with only
       one hour a day for supervised showers and exercise."

       Steven stares at his Key West CALENDAR with a small photo
       of Phillip attached to it.

       The cell brightens, everything around Steven blooms with
       white light. He looks to see.
      "I Love You Phillip Morris"   Green Pages     5-23-08     114.


213    EXT. OCEAN - DAY                                           213

       STEVEN'S POV. Phillip also enveloped in white light,
       sits on the bow of staring at him with a smile.

       Steven smiles back.

                                                   FADE TO BLACK.

       SUPER:   "On average, there are 1.7 Friday the 13ths a
       year.



214    EXT. TEXAS STATE PENITENTIARY - DAY                        214

       A SIREN BLARES over a wide of the facility. Small in
       frame, we see Steven running from the prison gaining
       ground on the two guards chasing him.


                                 THE END