Actor Point >> Movie Scripts >> I'll Do Anything Film Script

I'll Do Anything Movie Script

Writer(s) : James L. Brooks

Genres : Comedy, Drama

Search IMDb : Ill Do Anything


                                    "I'LL DO ANYTHING"

                                      Screenplay by

                                     James L. Brooks

                                           1994

                                      SHOOTING DRAFT

                

               FADE IN:

               INT. PASSAGEWAY - NIGHT

               The CAMERA briskly retreats as FORTY, HIGHLY CHARGED, 
               ATTRACTIVE, YOUNG PEOPLE march towards it. Each side of the 
               frame is black as this troupe of young actors moves up the 
               middle, everyone talking, grinning, squealing,... everyone 
               having the "high" of their lives.

               INT. NEW YORK CLUB - NIGHT

               As the troupe, with geometric precision, spills into a large 
               room (containing a raised dance floor); the CAMERA begins to 
               move past dancing couples as a legend appears:

               'This is 1975 and Matt Hobbs is singled out for the first 
               time.'

               And now the CAMERA reveals MATT HOBBS. His open, friendly, 
               American face slips between some of the many cracks in his 
               profession. The face at 26, and forever more, not arresting 
               enough for a leading man; not quirky enough for a "character." 
               Matt must briefly walk on the dance floor to make his way 
               past a knot of people. He dances furiously for two seconds, 
               then steps down as THE DANCERS BEGIN TO SING "WOW", but just 
               as the song breaks out musically, we hear the SOUND OF PEOPLE 
               SHHHING; the singers falter and then stop as the party-goers 
               gather, in choreographed movement, at a ceiling mounted TV 
               set.

               MAN ON TV

               We can barely discern the words. . ."with his review is 
               Leonard Graff."

               A FRANTIC ACTRESS yelps a command:

                                     FRANTIC ACTRESS
                         I can't hear over this shhing.

               Silence, then:

                                     TV CRITIC
                         ...a play about guess what? That's 
                         right, young people.

               ON MATT

               He stands next to a ruggedly handsome and extremely nauseous 
               CONTEMPORARY.

                                     HANDSOME CONTEMPORARY
                         I can't look.

                                     MATT
                         Good idea, let's not.

               He begins to walk, the Handsome Contemporary falling into 
               step. Everyone they pass is straining, upwards, at the TV.

                                     HANDSOME CONTEMPORARY
                         How can we not listen to this?

                                     MATT
                         We'll know all we need to from the 
                         reaction.

               At that moment, the rest of the party-goers turn from the TV 
               as one, looking mugged. (One girl briefly gets our attention 
               because she is particularly distraught; tears streaming down 
               her angry face. The mixture of tears and rage are, of course, 
               the chemical components of incredible sexiness. Her name is 
               BETH.) A TORTURED MALE DANCER offers an incantation.

                                     TORTURED MALE DANCER
                         He should be shot, he should be dead, 
                         he should rot in hell, then come 
                         back as the soap cake in a urinal.

                                     HANDSOME CONTEMPORARY
                              (to dancer)
                         He didn't like it?

               The DIRECTOR moves through the group, bucking up spirits.

                                     DIRECTOR
                         Don't worry. He doesn't count. We'll 
                         just wait for the papers.

               ON MATT AND FELLOW CAST MEMBERS - LATER

               As they morosely watch the Director approach.

                                     MATT
                         Hey, no matter what this review says, 
                         the play was a great experience for 
                         me.

               Beth looks at him, puzzled.

                                     MATT
                              (again)
                         I mean, it is about process, right?

                                     HANDSOME CONTEMPORARY
                         Matt's right. Good Lord, it is what 
                         we're alive for.

               Beth turns from the conversation, finding it preposterous, 
               then rivets her attention on the Director, walking towards 
               them, holding a ridiculously thick sheaf of papers. Beth 
               begins to sob in anticipation.

                                     MATT
                         You've just got to be tougher than 
                         this.

                                     BETH
                              (incredulous)
                         Tougher than this?!?

               The Director reaches them.

                                     DIRECTOR
                         I took it all down over the phone. 
                         It's quite bad. And, unfortunately, 
                         it's very, very long. I've got a 
                         broken heart and writers' cramp. 
                         He...

                                     MATT
                         He's nuts.

                                     DIRECTOR
                         He savages everyone.

                                     MATT
                         I don't want to hear anymore. Let's 
                         dance.

                                     DIRECTOR
                         Except you, Matt.

               They all look at him.

                                     HANDSOME CONTEMPORARY
                              (fiercely to Matt)
                         You filthy bastard.

                                     BETH
                              (drawing closer to 
                              Matt)
                         What did he say?

               The Director hunts for the paragraph.

                                     MATT
                         Don't read it.

                                     OTHER ACTOR
                         Oh, please. You can't wait to run 
                         out of here, buy a flashlight, and 
                         then go into some dark alley and 
                         drool over every word.

                                     MATT
                              (truthfully)
                         You're wrong. I'm maybe relieved and 
                         curious. That's it.

                                     BETH
                              (wildly exasperated)
                         What did they say about him?

                                     DIRECTOR
                              (reading)
                         ...'in the midst of this delirium of 
                         pretension...'

                                     MATT
                         Don't. This divisive crap won't...

                                     DIRECTOR
                              (again)
                         '...one actor, rather miraculously, 
                         manages to provide passion and, yes, 
                         truth. Matt Hobbs, in the supporting 
                         role of Jesus, manages to touch the 
                         heart long after you thought it numbed 
                         by boredom.'

               The table of actors look at a sober Matt. A long beat and 
               then, against his will, he grins... then a short, involuntary 
               barking laugh of joy... then:

                                     MATT
                              (to his colleagues 
                              with sincerity)
                         Sorry.

                                                                  MORPH TO:

               ESTABLISHING SHOT - L.A. MODERATE INCOME STREET

               As we HEAR the next lines of "WOW", BEGIN MAIN TITLES as the 
               CAMERA BOOMS UP to the outside of a small apartment as a 
               legend appears on screen:

                                   'EMMY NIGHT - 1980'

               Beth, now 27, is standing in front of a TV set showing the 
               Emmy dancers performing a phrase of "WOW". She screams out.

                                     BETH
                         Will you get in here--for God's sake?

               INT. ANOTHER ROOM

               Matt, 30, is on the phone.

                                     MATT
                              (into phone)
                         Come on, Ma, how could I show up 
                         tonight when my union is boycotting 
                         the Emmys? Look, I have to hang up.

                                     BETH (O. S.)
                              (screaming voice)
                         It's on right now... right now... 
                         right this second! You will miss 
                         it!!

                                     MATT
                              (into phone)
                         I gotta go. Watch!

               Matt hangs up and tear-asses into the living room. Beth 
               screams as his name is read.

                                     TV VOICE
                              (on TV)
                         ...and Matt Hobbs for 'Caine Mutiny 
                         Court Martial'... And the winner is 
                         Powers Boothe for 'Jonestown--Story 
                         of a Massacre.'

                                     BETH
                         Shit! Fuck! Shit!

                                     MATT
                         He was good.

                                     BETH
                              (again)
                         Shit! Shit! Shit! Fuck! Shit! Look, 
                         he even showed up.

               TV INSERT - POWERS BOOTHE ACCEPTANCE SPEECH

                                     MATT
                         That took courage. I wonder if they 
                         send you something for just being 
                         nominated?

                                     BETH
                         Of all the pathetic questions.

                                     MATT
                              (sharply)
                         Why are you being so damn foul?

               Beth glares at him, on the verge of taking him on--but he is 
               looking at her very directly... the lack of any other agenda 
               giving him a temporary edge... Beth decides to state the 
               unadorned truth.

                                     BETH
                         We've been going back and forth on 
                         our status for so long. I was hoping 
                         that if you won, it might mean 
                         something for us.

                                     MATT
                         Look, Beth... the only...

               She is waving her hand in a circle... he is puzzled.

                                     BETH
                         Please go fast. I can't take you 
                         dragging it out.

                                     MATT
                              (a bit faster)
                         The only reason I haven't...

                                     BETH
                         I promised myself I wouldn't be so 
                         bossy. Take your time!! Was that 
                         bossy too?

                                     MATT
                              (persisting)
                         The only thing I have against getting 
                         married is that it might not be fair 
                         because I'm going to stay with acting 
                         forever and you know how erratic the 
                         money's been and there's no resolve...

                                     BETH
                         Do I get to vote? I'm going to tell 
                         you something I never told you before. 
                         Your feeling towards your work is 
                         one of the things I love most about 
                         you.

                                     MATT
                         Really?

                                     BETH
                         Maybe the most.

                                     MATT
                         Hey, then we have no problem here. 
                         Marry me.

               They kiss, then break, murmuring to each other.

                                     BETH
                         Stinker, I almost gave up on you.

                                     MATT
                         I was just worried whether I could 
                         make you happy.

                                                                  MORPH TO:

               INT. HOSPITAL WAITING AREA - FOUR A.M.

               A SET FRAME showing several clusters of waiting people. A 
               man rushes to one of these clusters, cueing this group to 
               sing the next phrase of "WOW". As an extremely hyper Matt 
               enters, the SONG STOPS and a legend appears:

                                          '1986'

                                     MATT
                              (extremely hyper)
                         Everything's okay... Great... She's 
                         six or eight pounds even. Oh, God... 
                         Nothing like it. I'll tell you 
                         something amazing. They really reach 
                         right into her stomach and pull out 
                         this baby. It's not just a rumor. 
                         God. I understand the expression 
                         'mind blowing' for the first time. 
                         It means something so wonderful 
                         happens that the top of your head 
                         comes off and your brain pops out. 
                         Part of it was terrifying, the baby 
                         was turned and they couldn't budge 
                         her. I kept looking at this one woman 
                         doctor's eyes. And when Jeannie 
                         finally came out, this doctor and I 
                         each wiped away a tear at the exact 
                         same time, caught ourselves doing 
                         it, and then laughed together at the 
                         same time. Nothing can prepare you 
                         for it. You know why you're alive.

               INT. CORRIDOR - DAY

               As Matt walks with pep, accompanied by a burst of "WOW".

               INT. BETH'S HOSPITAL ROOM - DAY

               Beth holds BABY JEANNIE and wears a scowl.

                                     MATT
                         How you doing? What's wrong?

                                     BETH
                         My mother said you were flirting 
                         with the doctor during the delivery.

               On Matt's expression...

                                                                  MORPH TO:

               INT. MODEST ONE-BEDROOM APARTMENT - LATE NIGHT

               Matt and Beth lie on an open sofa-bed. "WOW" is completed, 
               though with a dirge-like cadence. We hear a baby crying over 
               a cheap walky-talky near their bed.

                                     MATT
                         Could you get her, honey? I have 
                         that big reading tomorrow.

                                     BETH
                         No, I have a lot to do tomorrow, 
                         too. I have to borrow on our Christmas 
                         Club, I have to...

                                     MATT
                         Don't worry about money anymore.
                              (on her look)
                         I didn't want to tell you, because 
                         it may sound a little strange when I 
                         say it out loud. You know me, I'm 
                         never that cocky. But I'm going to 
                         get 'Spider Woman'. It's me or Raul 
                         and I've never been so sure. It's 
                         weird, but I just know it. I do.

                                     BETH
                              (broadly)
                         Boy, am I reassured. What good news. 
                         Isn't that a load off?

               INT. BABY'S ROOM - NIGHT

               Where we see the crying baby holding the walky-talky in front 
               of its mouth as it screams into the mouthpiece.

               BACK TO SCENE

                                     MATT
                         I am gonna get this part, Beth.

                                     BETH
                         I can't stand this anymore.

               END MAIN TITLES

               FADE IN:

               INT. MATT'S APARTMENT - MORNING

               It's an awful place... the start-up apartment he's way too 
               old for... but we don't yet see his humble quarters. Rather:

               A BLURRED IMAGE

               Then, the screen is CLEARED ON ONE HALF so we see half of a 
               contact lens holder in focus--the other half blurred--until 
               Matt gets his second contact in.

               MATT'S POV

               A tube of tooth bleach. CLOSE ON THE DIRECTIONS, then:

               ON MATT

               Bleaching his teeth... finishing... smiling in the mirror... 
               This is the bleached smile of fear--true fear--the awful 
               state of having lost your way. The phone rings. Matt clears 
               his voice before answering.

                                     MATT
                              (into phone)
                         Hello... Hi, Beth. I'm glad you 
                         finally returned my call. What are 
                         you so mad about?
                              (again, into phone)
                         YOU KNOW, YOU'RE NOT THE ONLY ONE 
                         WHO CAN SCREAM, I CAN SCREAM, TOO.

               Matt was so suddenly, emotionally extended that the anger 
               leaves him that quickly... just a strange atypical lightning 
               bolt of rage toward life and women.

                                     MATT
                              (again, into phone)
                         You know what? I'm being a sort of 
                         gutless wonder here. I'm yelling 
                         back at you because I'm embarrassed. 
                         I won't be able to take the kid when 
                         I said... Why don't you listen for a 
                         second?

               He rubs his head with both hands, including the one holding 
               the phone. This allows us to hear his ex-wife repeat the 
               same sentence over and over again.

                                     BETH (V. O.)
                              (from phone)
                         ...You're taking her... You're taking 
                         her... You're taking her...

                                     MATT
                         Beth, I know exactly how long it's 
                         been and I feel strange as hell not 
                         seeing her but this isn't a choice. 
                         I'm broke. It's the driest spell of 
                         my life. I'm not saying it's your 
                         problem, but it's no place for a six-
                         year-old. What can I do? The only 
                         full-time job I seem to have is not 
                         showing how scared I am. What? No, 
                         that's not something I said before.
                              (accepting compliment)
                         Well, thanks.

               Beth turns angry again. Matt finds, unfortunately, that he's 
               got one more act of bravado left.

                                     MATT
                              (again, into phone)
                         Beth, Hey... hey. Never mind, I'll 
                         do it.

               He hangs up.

                                     MATT
                              (again, to himself)
                         I must get work. I will take anything. 
                         I must get work. I must not be 
                         embarrassed by these pep talks to 
                         myself...

               EXT. SIDE STREET - DAY

               As Matt walks from the outdoor parking lot, past inexpensive 
               homes. In the lot, on private lawns and every public bench, 
               at each street corner, are various actors doing the relaxation 
               exercises which will form the basis of A DANCE, as they go 
               over their "sides".

                                     MIDDLE-AGED ACTOR
                         ...feathers I'm blowing. What am I, 
                         a duck?

               We pass various actors going over alternate sentences for 
               the same speech so that we get a sense of the speech as a 
               whole from the sum of its parts.

                                     VARIOUS YOUNG ACTORS
                         1) I'm not thinking about whether 
                         I'm going to shoot you. I'm...
                         2)...trying to decide where.
                         3)...the little spot behind the ear 
                         where you die before you hear the 
                         shot...
                         4)...on the left side of the belly 
                         which is a very mean place.

               EXT. POPCORN PICTURES - DAY

               An office building of clear architectural merit located in 
               an industrial area. Even the sign "Popcorn Pictures" has all 
               the artistic dignity the name itself lacks... MUSIC ENTERS... 
               Gradually, movement BECOMES CHOREOGRAPHED...i.e., the young 
               actor and actress running across the street do so with 
               uncommon grace. The area Matt passes is very crowded and we 
               still haven't reached the most congested area of all as we 
               STUDY FACES and HEAR snatches of the actors' preparation.

                                     MIDDLE-AGED ACTOR
                         What am I, a duck?

                                     OLDER ACTRESS
                         Sure I'll tell you... Favor first... 
                         Do a nice middle-aged lady a favor... 
                         A fair trade... tell you what you 
                         want to know in return for a...
                              (grimaces over dialogue 
                              she must say)
                         ...a pity fu...

               MUSIC BECOMING MORE INSISTENT as we approach the building--
               the mumbling of the actors taking on the SOUND of a Wailing 
               Wall...

                                     VARIOUS YOUNG HYSTERICAL ACTRESSES
                         ...the height of ego. You think your 
                         he-manness can make me get on that 
                         elevator even though I'm phobic?... 
                         I CAN'T GET ON THAT ELEVATOR. I don't 
                         care if... they catch us. DO YOU 
                         GET... IT. DO YOU GET IT! I CAN'T! I 
                         CAN'T... three, please.

               THREE HYSTERICAL ACTRESSES

               SINGING the dialogue...

                                     SINGING ACTRESSES
                         ...can't get on the elevator... can't 
                         get on the elevator... even if you 
                         make me... even if you make me. Do 
                         you get it?... do you get it?...

               TWO ACTRESSES

               Standing near each other--exchange glares as they break each 
               other's concentration and move apart... THEIR MOVEMENT SERVING 
               as our gateway to DANCING... The SONG "MAKE BELIEVE" enters 
               fully now and builds in intensity, reaching a repeated phrase, 
               as we move to Matt and he enters the building, thereby cutting 
               off the song.

               ON MATT

               As the SONG continues in intensity, Matt enters the building 
               at the end of a repeated phrase cutting off the song as we 
               move to:

               ANGLE ON RECEPTION AREA

               Where CATHY BRESLOW, age 30, waits. Hollywood is a bit of an 
               uphill struggle for Cathy. She is bright where others are 
               brilliant, pretty where others are gorgeous, enormously hard 
               working where others are obsessive-compulsive. She is clearly 
               waiting for someone while reading an enormously thick book 
               galley. Matt almost scoots by her, then stops.

                                     MATT
                         Hi... See, I did recognize you. You 
                         didn't have to wait for me.

                                     CATHY
                         Well, I wanted to introduce you. As 
                         if knowing me would help.

               INT. POPCORN PICTURES - DAY

               MOVING SHOT. Staircase packed with actors, an uphill slalom 
               almost impossible to navigate.

                                     CATHY
                         It's a ridiculously awful movie.

                                     MATT
                         Well, challenge. I wasn't sure you'd 
                         remember me... let alone help...

                                     CATHY
                         Stop. You're good. I'm doing them a 
                         favor by getting you in.

                                     MATT
                         Well, that's a fresh slant.

               They reach the casting assistant, CLAIRE.

                                     CATHY
                         Claire, this is Matt Hobbs.

               As Matt is handed a set of sides, we SHOOT PAST Matt as he 
               watches Cathy move back down the stairs before he can say 
               another word. She moves with wit. He is struck by her. He 
               looks back at Claire, who has an intricate hairdo and a ready 
               smile.

                                     CLAIRE
                         Hi. Sorry. We're running behind... 
                         Please forgive us.

                                                          LONG DISSOLVE TO:

               SAME SHOT - TWO HOURS LATER

               Her hairdo wilted, her blouse soiled, her smile gone, the 
               tendons of her neck prominent.

                                     CLAIRE
                              (fiercely)
                         Matt Hobbs? Matt Hobbs!

               ON MATT

               Going over his lines. Hearing his name, he rises. Claire 
               gestures him in.

               INT. BURKE'S OFFICE - DAY

               The walls are pockmarked with movie posters. THREE MEN sit 
               in an area some distance from the desk. The casting director, 
               MARTIN, makes the introduction:

                                     MARTIN
                         This is Matt Hobbs... This is John 
                         Earl McAlpine, the director.

                                     MCALPINE
                         Good to see you.

               He speaks with an Australian accent, gets half-up and extends 
               his hand.

                                     MARTIN
                         ...and Burke Adler, the producer.

                                     BURKE
                         So, what have you been doing with 
                         yourself...
                              (checking resume)
                         ...the last few years?

                                     MATT
                              (to Burke)
                         I'm real bad at interviews, so, if 
                         you don't mind, I'd really prefer to 
                         just read first.

                                     BURKE
                         That's the way you want to do it?

                                     MATT
                         Yes.

                                     BURKE
                         Maybe we shouldn't even read. I'll 
                         just take your word that you're good.

               Matt smiles.

                                     BURKE
                         No. I'm serious. There's all different 
                         ways. Did you know Woody Allen never 
                         reads actors? He just looks at them, 
                         feels around a little and then decides 
                         who he wants. That's his way. Doesn't 
                         hear them do a line. I also have a 
                         way. What I do is interview first--
                         then read--maybe do it all over again 
                         the next day. I call up people the 
                         actor has worked with--check him 
                         out. If he's famous, I do an opinion 
                         survey to test how much people like 
                         him. If he's not famous, I put him 
                         on tape and show it to everyone I 
                         can grab. I believe in screen tests; 
                         I believe in replacing if the dailies 
                         are bad, in cutting people out if 
                         the previews aren't there. Because 
                         I'm not doing movies for theaters 
                         where they serve cappucino in the 
                         lobby. I'm doing popcorn movies. You 
                         want to know what I like? Come to my 
                         house, look at my lamps... you won't 
                         find it in my movies. In my movies, 
                         you'll find out what I know. I know 
                         how to do detail. What I don't know, 
                         I discover. Yesterday we finished 
                         mixing a movie--the last scene is in 
                         a field of windmills which blows up 
                         and all the blades of these windmills 
                         slice through the air, one of which 
                         hits a four-story tank of propane 
                         gas. A humongous explosion scene. I 
                         kept on saying 'louder', and they 
                         finally said to me they couldn't go 
                         louder without distortion. We went 
                         louder. We had to discover a thing, 
                         a filter, but we went louder. I don't 
                         question doing these things. I do 
                         them. So if you want to know if it's 
                         okay to do it differently--not to 
                         talk--to just read first... I say...
                              (pointing to John 
                              Earl)
                         Ask him--he's the director.

                                     JOHN EARL
                         Whatever.

                                     BURKE
                         Okay, let's do it. Do you have any 
                         questions?

                                     MATT
                         They only gave me these two pages. 
                         I'd like to give this my best shot. 
                         So if I could read the script and 
                         come back...

                                     BURKE
                         This part works tomorrow.

                                     MATT
                         Oh. Who will I be reading with?

               Burke indicates Martin.

                                     MATT
                              (from his chair)
                         Can I read from here?

                                     BURKE
                         I want you to do it wherever you're 
                         comfortable, but I'd prefer it if 
                         you were comfortable standing up.

               Matt rises uncomfortably. A SECRETARY enters and hands a 
               note to the director.

                                     JOHN EARL
                         Time for my buns to have visitors.

               Matt looks astonished as the director leaves the room.

                                     BURKE
                              (to Matt)
                         Go ahead.

                                     MATT
                         Go ahead? The director left.

                                     BURKE
                         That's okay, he trusts me, uh... And 
                         we're just doing the first page.

                                     MARTIN
                              (cueing him badly)
                         'Okay, darling Harry, here it is... 
                         If someone were breaking up with me, 
                         I'd like it short and sweet. What 
                         about you?'

                                     MATT
                              (reading--showing 
                              pain)
                         'Incredibly drawn out...'

                                     MARTIN
                         'I can't take care of you right now. 
                         What am I, your mother?'

                                     MATT
                              (intense)
                         'Well, what am I? Your duck?'

               As he gets into the scene he begins to experience some release 
               of the desperate feelings he's been harboring.

                                     MATT
                              (again)
                         'We've been together two years and 
                         you act like all you're doing is 
                         blowing away some feathers. So what 
                         I'm asking...'

                                     BURKE
                         You didn't do the quack.

                                     MATT
                         Huh?

                                     BURKE
                         The stage direction says for him to 
                         quack.

                                     MATT
                         I know, but why would he quack when 
                         someone's breaking up with him?

                                     BURKE
                         Hopefully because it's funny.

                                     MATT
                         This isn't a comedy.

                                     BURKE
                         Then we're in trouble, because they're 
                         already fall down laughing at the 
                         teaser-trailer in fifty-two hundred 
                         and thirty theaters.

                                     MATT
                         A comedy?
                              (rubbing his face)
                         I think I have to make an adjustment 
                         here.

               INT. CATHY'S OFFICE - DAY

               We HEAR the strains of the theme of a past hit movie coming 
               from Cathy's cassette player. A rack of soundtracks clearly 
               visible. Cathy is frowning as she reads the last of the galley 
               pages. She overhears some conversation in the adjoining room 
               which begins to disturb her concentration.

                                     FEMALE D PERSON (O.S.)
                         I'm not supposed to read TV pilots. 
                         Don't call us D-Girls. We're 
                         Development Persons!

               Cathy closes the door, shutting her off. She now begins to 
               fill out a form with a felt-tipped pen. As she does so, the 
               pad is supered on the screen--action seen through it. As she 
               writes, we see the notations on the super.

               It is marked COVERAGE--CONFIDENTIAL FROM: CATHY BRESLOW. TO: 
               BURKE ADLER. SUBJECT: (the pen writes out) "LITTLE DICK" 
               GENRE/CATEGORY (the pen writes out ACTION-ADVENTURE). Then 
               there are columns to check EXCELLENT, GOOD, FAIR, POOR for 
               the story. CHARACTERS, DIALOGUE... The pen checks FAIR for 
               story, POOR for all else, CHARACTER, DIALOGUE, etc. The form 
               then states--CHECK ONE OF THE FOLLOWING SENTENCES:

               I DO NOT RECOMMEND THIS PROJECT 
               I RECOMMEND THIS PROJECT 
               I STRONGLY RECOMMEND THIS PROJECT 
               I'D STAKE MY ALL ON THIS PROJECT 
               I'D GLADLY STAKE MY ALL ON THIS PROJECT

               The phone rings. As she picks it up and reaches to turn down 
               the volume of the motion picture soundtrack she's listening 
               to.

                                     CATHY
                              (into phone)
                         Hi. I just finished. I'll have my 
                         coverage right over. It's past 
                         derivative... it's photocopying. 
                         What a hoot! You're kidding, right? 
                         There is truly active bidding for 
                         this book? Really? 2.3 million? Okay, 
                         see you.

               She hangs up and begins to alter the form changing the 
               STORY/POOR to STORY/EXCELLENT, and all the other POORS to 
               GOOD... and now the Recommend section.

               INSERT

               The pen is poised.

               ON CATHY

               Her soul is poised. A beat and she allows "I DO NOT RECOMMEND" 
               to stand, the source music theme--"CHARIOTS OF FIRE"--
               coincidentally celebrates this considerable act of heroism. 
               Cathy takes the sheet and walks to the door.

               INT. OUTER OFFICE - DAY

               As she approaches her secretary's desk, she overhears two 
               other members of Burke's Development Staff (a 27-year-old 
               well-dressed man and a woman younger than Cathy) as they 
               enthuse.

                                     MALE D PERSON
                         Even the title "Little Dick"--it 
                         means so many things.

                                     FEMALE D PERSON
                         Story, story, story, story, story.
                              (seeing Cathy)
                         You loved it, right?

                                     CATHY
                         I had some problems.

                                     FEMALE D PERSON
                         Like what?

                                     CATHY
                         Well, you know, it's a little 
                         garbagey.

                                     FEMALE D PERSON
                         So it has to be cast right.

                                     MALE D PERSON
                         If Cathy doesn't like it, we know 
                         it's a smash.

                                     CATHY
                              (stung)
                         Hey. It's not like I didn't recommend 
                         it.

               She surreptitiously changes her "recommend" as Matt enters. 
               She looks up.

                                     CATHY
                         How'd it go?

                                     MATT
                         I didn't get it. He did say something 
                         about wanting me back.

                                     CATHY
                         Good. His saver is he means what he 
                         says.

                                     MATT
                         Yeah, I just wanted to say thanks.

               She nods and starts to turn back towards her office.

                                     MATT
                         ...and I wanted to ask you out.

               The other people in the office stare at Matt.

                                     CATHY
                              (turns)
                         For when?

                                     MATT
                         Any time.

                                     CATHY
                         I never know when I'm free.
                              (Matt nods)
                         It sounds like I'm just... but it's 
                         true.

                                     MATT
                         Okay. Thanks again. I felt funny 
                         asking.

                                     CATHY
                         Well, don't please.

                                     MATT
                         I meant asking you to get me the 
                         audition.

                                     CATHY
                         Oh... well, don't please.

               He nods and starts to go. She looks at him.

                                     CATHY
                         Don't be sad.

               Matt smiles in astonishment and exits.

                                     MALE D PERSON
                         Who is he?

                                     CATHY
                         Oh, I was auditing this acting course 
                         and he filled in teaching one night. 
                         He did a scene himself and he was 
                         awesome. For some reason, he can't 
                         get arrested.

                                     MALE D PERSON
                         Yeah. He does seem to have a layer 
                         of loser dust on him.

               EXT. PARKING LOT - DAY

               Matt drives his faded, seven-year-old car into view.

               INT./EXT. MATT'S CAR - EARLY EVENING

               He looks off... sees something that arrests his interest and 
               pulls to the curb. It's a curious sight.

               MATT'S POV

               Burke Adler, standing at a street corner, palpably in pain. 
               He's trying to rein in his emotions, sucking in huge gulps 
               of air... and, then, a wave of emotion gets the better of 
               him as he looks at his watch. A sob escapes him--shocked 
               that he's so close to tears on a public street corner, he 
               battles for control... another sob as he looks to the heavens.

               ON MATT

               A split second to consider, then he's out of his car.

               FULL SHOT - THE STREET CORNER

               A flow of PEOPLE--in the foreground, the tortured figure of 
               Burke Adler--in the background, Matt Hobbs, pauses before 
               intruding. But Burke's spectacle is growing more public, 
               sounds of anguish escape him.

               CLOSER SHOT - BURKE

                                     BURKE
                         Oh, God... why? Why?...
                              (louder)
                         What am I going to do?

               And now he begins to dissassemble, openly crying--on the 
               verge of a complete breakdown. Matt moves into frame, grabbing 
               Burke, trying to provide him with an anchor.

               CLOSE ON MATT

               His face--his eyes providing a beacon of strength.

                                     MATT
                         Hey. Hey! HEY!!

               ON BURKE

               Totally fucked-up, wild-eyed. As he witnesses his own state.

                                     BURKE
                         Look at me. You'd think I was a 
                         writer.
                              (his story of travail 
                              pours from him)
                         I hired this kid as a production 
                         assistant. His father's a business 
                         manager... a few good clients.

                                     MATT
                         What happened?

                                     BURKE
                         He's been driving for me two weeks... 
                         all he has to do is pick me up on 
                         time... he's twenty minutes late and 
                         I have a test screening in the valley. 
                         Everybody's gone from the office.

               Burke flails at himself as Matt looks at him.

                                     MATT
                         Is that it? You need a lift?

                                     BURKE
                         Yeah.

                                     MATT
                         I'm right over here.

               Matt starts to lead him back, then realizes he's alone, Burke 
               having seen his car finally arrive.

               MATT'S POV

               Burke, berating the YOUNG DRIVER. Matt pauses, awed by the 
               wild gesticulating--the few screamed words...

                                     BURKE (O.S.)
                         ...Not just today... believe me, 
                         there's no way you'll ever make it... 
                         You are going to fail. Listen, listen--
                         I know about this; you are going to 
                         be a failure.

               CAMERA FOLLOWING MATT

               As he joins Burke and the young man, Burke turns to Matt.

                                     BURKE
                              (to Matt)
                         Let's get moving; you said you'd 
                         give me a lift.

                                     MATT
                         What the hell are you talking about? 
                         Not in your car... I've got my own.

                                     BURKE
                         I'll give you a hundred and twenty 
                         dollars to take me... and it will 
                         still be a favor.
                              (to Young Man)
                         Get out. Come on.
                              (to Matt)
                         Please. This is very important.

               The driver gets out.

                                     YOUNG MAN
                              (final plea)
                         A guy got shot on the freeway... 
                         Traffic's tied up.

                                     BURKE
                         You should leave time for that kind 
                         of thing.

                                                                    CUT TO:

               INT. BURKE'S CAR

                                     MATT
                         What do you need me for? Don't you 
                         drive?

                                     BURKE
                              (a mumble)
                         Yeah, I drive. I don't like to look 
                         for parking.

               EXT. GOLDEN STATE FREEWAY - EARLY EVENING

               The sun setting on a nondescript slab of California.

               INT. BURKE'S CAR - EARLY EVENING

               The two men... Matt feeling very peculiar in this line of 
               work. Burke's tension renders him arresting, handsome even. 
               The look of generals who go forth against long odds. He takes 
               an enormous cleansing breath. It startles Matt.

                                     BURKE
                              (explaining)
                         Yoga shit. I feel like barbed wire. 
                         I don't know if you keep track, but 
                         I'm the sixth independent producer 
                         ever to have two big pictures 
                         scheduled for Christmas, and tonight 
                         we're testing the first one for the 
                         first time... You get it?

                                     MATT
                         Yeah. It's important to you.

                                     BURKE
                              (laughing at the 
                              understatement)
                         Yes. I don't think I would have put 
                         it that way... but, yes...

               EXT. MALL - EARLY EVENING

               Burke's car moves toward the movie complex.

               BURKE'S POV

               Our first view of NAN MULHANNEY; middle-aged and pragmatic, 
               yet extraordinarily naive. She's a scientist of sorts--
               monitoring the tastes and feelings of Americans, first in 
               Washington and now here. Though she just had a very rough 
               hour or so, she bends down to smile at Burke.

               INT. BURKE'S CAR

                                     BURKE
                         Keep driving. She runs the test 
                         screenings. Very smart. Very. She 
                         has a real case on me, but so far 
                         I've been keeping it in the bank.

               He stops talking, stops breathing, as he sees.

               BURKE'S POV - THE TEST AUDIENCE

               The line consists of disparate, disinterested people who are 
               focused on their own small, personal dramas--not at all 
               cognizant of the fact that they hold a life in their hands. 
               They are clearly growing impatient.

               INT. CAR

                                     BURKE
                         Go very slow.

               MUSIC IN... Burke steels himself and exits the car.

               EXT. MOVIE THEATRE - LATE DAY

                                     NAN
                         We're 34 minutes late. The studio is 
                         appropriately wild... people are 
                         beginning to leave... but I knew how 
                         upset you'd be if we started without 
                         you.

                                     BURKE
                              (distantly)
                         Yeah. Thanks.

               But he pays her no mind as MUSIC CONTINUES and he moves 
               towards the line. Nan approaches the car.

                                     NAN
                         How is he tonight?

                                     MATT
                         I don't know him, so I have nothing 
                         to compare it to.

                                     NAN
                         Well, how would you say he is, anyway?

                                     MATT
                         Not quite himself.

               ANGLE ON BURKE

               As he approaches the line, he BEGINS TO SING his love to 
               them, "I'll Do Anything." As he pours out his misdirected 
               heart to individuals on the line who DO NOT HEAR HIM.

               ANGLE ON LINE

               Their impatience gives rise to a VERY SLOW TAP DANCE, each 
               couple or cluster doing it differently--barely exaggerating 
               the normal shifting of a line... As BURKE CONTINUES TO SING... 
               the song builds as does the dance... Burke sings even more 
               passionately, his D-PEOPLE perhaps joining in as BACKGROUND 
               SINGERS. At a key point, the disparate groups turn and form 
               a SOLID UNIFIED LINE. They begin the rhythmic clapping of 
               impatience--having become a line, they now threaten to become 
               a mob. Burke sings one more Joe Cocker-like passionate plea 
               before turning to camera to shout over the mayhem:

                                     BURKE
                         Let them in.

               As they enter.

               INT. MOVIE THEATER - EVENING

               Nan is addressing the audience from down front.

                                     NAN
                         The name of the picture you'll be 
                         seeing is 'Ground Zero'... There may 
                         be some scratches... some of the 
                         colors may be off, there are no final 
                         titles, and it has not been finally 
                         mixed for sound, and the music is 
                         temp, that means temporary...

               As she says this:

               ANGLE ON REAR OF HOUSE

               Where Burke spies the STUDIO HEAD and leaves Matt's side.

               ON STUDIO HEAD

               As BURKE enters the frame behind him. He is right behind his 
               boss' ear. He leans in and offers an intimacy.

                                     BURKE
                         I'm glad you came yourself instead 
                         of sending your staff.

               The boss is startled--jumps. BURKE eyes him... there must be 
               some way to profit from these stolen moments with a powerful 
               man.

                                     BURKE
                         I wouldn't be surprised if tonight's 
                         screening is a monster.
                              (emphatically)
                         Could happen, right?

                                     STUDIO HEAD
                         Sure.

                                     BURKE
                         Okay.

               He moves back to Matt and Nan at the rear of the audience.

                                     BURKE
                              (to Matt)
                         Eisner just said he thinks the 
                         screening will be a monster.

               Strangely, Burke seems truly buoyed by the words of 
               encouragement he himself manufactured. He moves down three 
               rows and sits in an aisle seat just as the film opens with a 
               series of violent explosions.

               CLOSE ON NAN

                                     NAN
                         Please, God, let tonight give him 
                         peace.

               Incredibly, Burke turns and gestures to her that the sound 
               of her small voice is interfering with the cacophony of his 
               movie. Nan is clearly stricken by her lapse as she whispers 
               to Matt.

                                     NAN
                         We're short two card-counters, can 
                         you two help out?

               INT. MOVIE THEATER - 1:47:20 LATER

               We are seeing one of the final moments of the film.

               INT. WHOLESALE BUTCHER'S (THE FILM) - DAY

               As the muscular hero moves with stealth through the giant 
               refrigerated meat door. He passes cows and dead men hanging 
               from alternate hooks. Suddenly, he is attacked by the villain 
               brandishing an electric meat dismembering tool. The hero 
               ducks, the machine ripping apart hanging cow flesh. The hero 
               grabs the only weapon he can find: a large piece of meat on 
               a large bone, which he uses as a mace. He clubs the other 
               man--then again--and again. Part of the audience is whooping 
               and applauding.

               QUICK SHOT OF NAN

               Standing with Matt and Cathy. At the sound of the applause, 
               Nan grins and mumbles with a connoisseur's knowledge.

                                     NAN
                         Males, fifteen and under.

               BACK TO SCREEN

               Where the hero stands over the man whose face he has 
               shattered, holding a club from which hang strings of meat. 
               He is breathing heavily, and between breaths, states:

                                     HERO
                         Sorry to bust your chops.

               General audience laughter.

               SERIES OF SHOTS ON NAN - FRONT OF AUDIENCE

                                     NAN
                         If you'll just stay in your seats a 
                         few moments and fill out these cards 
                         for us...

               ON AISLES

               Matt and others handing out cards with pencils attached... 
               Folks filling them out. As an ADOLESCENT MALE fills it out; 
               PREVIEW CARD FILLS THE SCREEN as we view LIVE ACTION THROUGH 
               IT.

               INT. THEATER MANAGER'S OFFICE

               An office meant for two, containing twenty counters. The 
               counting is done with erasers rifling stacks, creating a 
               sound, a MUSICAL RHYTHM, as the GROUP CAPTAIN calls out with 
               gospel cadence.

                                     GROUP CAPTAIN
                         Who has young males? Young women? 
                         Older males?... Older males?...

               Matt, his tally finished, squats on the floor, waiting. The 
               Group Captain approaches.

                                     GROUP CAPTAIN
                         Older males... older males?

               Matt looks blank.

                                     GROUP CAPTAIN
                              (again)
                         Older males... over 25?

               Matt now realizes that it is his category and hands over the 
               older male cards and exits.

               INT. THEATER LOBBY - NIGHT

               Burke, prowling the lobby as audience stragglers leave and 
               Studio Execs and Popcorn Development Staff wait. He looks 
               off to see Matt and Nan chatting in another part of the lobby.

               ON MATT AND NAN

               As they arrive... Nan looks off to see the Group Captain 
               approach.

                                     NAN
                         How long since you've seen your 
                         daughter?

                                     MATT
                         A little over two years.
                              (on her look)
                         My wife insisted on moving back to 
                         the Midwest--then I was in the 
                         Philippines on the mini-series and...

                                     NAN
                              (suddenly and loudly)
                         Oh, please. It's one thing being a 
                         son-of-a-bitch, but you don't have 
                         to be a stupid son-of-a-bitch. People 
                         move heaven and earth to see their 
                         kids. I don't care if she moved to 
                         Pluto, it's abandonment.

                                     MATT
                              (a pause, then)
                         Hey, we just met.

                                     NAN
                              (realizing)
                         Oh. Sorry.

                                     BURKE
                         Make a guess how we did.

                                     NAN
                         It wouldn't mean anything.

                                     BURKE
                         Nothing good that happens can make 
                         it worth feeling the way I do now. 
                         Nothing.

               An OLDER WOMAN approaches them.

                                     OLDER WOMAN
                         Excuse me.

                                     BURKE
                         Who the hell are you? This is private.

                                     OLD LADY
                         I'm Mr. Eisner's mother.

                                     BURKE
                         Oh. Can I get you some water?

                                     OLD LADY
                         No, thank you.

               The Group Captain approaches and hands Nan a sheet.

               FULL SHOT

               Everyone, all the studio and Popcorn staff, is drawn to Nan.

               ON NAN

               As she glances at the figures.

               ON NAN'S LEFT HAND

               As she secretly reaches for and holds Burke's hand. Is it in 
               sympathy or congratulations?

               TIGHT ON STUDIO EXECUTIVE FACES

               As we see in ever-so-SLOWED ACTIONS, tense lips turning 
               gloriously upward to reveal gums--then a smile. More smiles 
               as we pan across teeth... bonded executives and bonded teeth. 
               The shot widens. The studio head mumbles to himself as he 
               carefully goes over the tally in every category. Then:

                                     STUDIO HEAD
                         I don't need the numbers. I loved 
                         it.

               His smiling face takes us:

                                     NAN
                         Burke, ninety in the top two boxes.

               TO BURKE

               A tear in his eye--a smile shyer than others. He turns to 
               the old lady, instinctively using this victory to settle his 
               most recent score as he says mockingly:

                                     BURKE
                         Now can I get you some water?

               EXT. THEATER - NIGHT

               Cathy and Matt are leaning against Burke's car. Cathy is 
               distraught--temporarily, but horribly, unsure of herself. 
               Matt is looking at her. If he had a little more confidence 
               going for him right now, he would make his move. But, for 
               now, they are two self-doubters on different trips.

                                     CATHY
                         I never thought it would do this 
                         well. There were so many holes; I 
                         told everybody it wasn't going to do 
                         business. Why am I so public with my 
                         opinions?

                                     MATT
                         You might be right.

                                     CATHY
                         Not with that score. You know, maybe 
                         tonight's the night I'm losing my 
                         entire mind, but weren't you in 
                         'Platoon?'

                                     MATT
                         Incredible. I was only there for a 
                         minute in the rape scene, moving 
                         past Charlie Sheen when I left the 
                         hut... I had a great scene cut out... 
                         I was...

                                     CATHY
                         But there was that one long close up--
                         where you seemed ashamed of yourself 
                         but still arrogant.

                                     MATT
                         That's exactly what I was going for.

                                     CATHY
                         It reminded me of my last boyfriend.
                              (indicating book bag)
                         Got to go.

               She hefts the bag--puts it back down--crosses her eyes, 
               burlesquing the weight of the bag. He helps her put it on 
               her shoulder.

                                     MATT
                         You have to read all that?

                                     CATHY
                         Beast of burden.

                                     MATT
                              (sincerely)
                         So what are you, totally wonderful 
                         or what?

               She smiles and is gone, staggering a bit under the weight of 
               her scripts. Matt looks after her. Burke and Nan approach.

                                     BURKE
                         How come you haven't said anything? 
                         This is great, right?

                                     NAN
                         No.

                                     BURKE
                         What no?

                                     NAN
                         The definite recommends are way off 
                         for a score this high and, even for 
                         action-adventure, it's just too low 
                         for women.
                              (Burke looks anguished)
                         I'm sorry.

               He leans against the car for support.

                                     BURKE
                         It was such a good score.

                                     NAN
                              (extraordinarily 
                              sympathetic)
                         I know... And, unfortunately, 
                         yesterday's tracking wasn't...
                              (he reacts)
                         I'm sorry... They just don't seem in 
                         the mood for action-adventure right...
                              (he reacts)
                         Sorry... May I tell you one more 
                         thing?
                              (he looks up in 
                              anticipatory fear)
                         I think it's so wonderful that you 
                         don't worry about even trying to act 
                         strong.

                                     BURKE
                         Thanks. You want to eat something 
                         sometime?

                                     NAN
                         I'm, uh... I'm blushing from head to 
                         foot.

                                     BURKE
                         Good. I'll call you.

               As Burke moves to his car. He SEES the Group Captain paying 
               Matt.

                                     GROUP CAPTAIN
                         Thirty-two, thirty-three.

               Burke is looking at Matt with some surprise.

                                     BURKE
                         You want to do this regularly for 
                         me? I was gonna offer, but I thought 
                         it would humiliate you.

                                     MATT
                              (straight at him)
                         I don't mind an occasional odd job. 
                         But I can't work tomorrow. I have to 
                         get my kid.

               As they get in the car, Burke has the front door open, about 
               to get in--reconsiders, and gets in the rear door.

                                     BURKE
                         Okay, I got the cards to look at--I 
                         think I'll ride back here.
                              (to Nan)
                         Maybe I'll drop by your place 
                         tomorrow.

               Matt gets behind the wheel, thereby ending the day as a full-
               fledged chauffeur. They drive off.

               EXT. CORRIDOR - DAY

               Burke and Nan returning from lunch.

                                     NAN
                         So, thanks for lunch. I hope this 
                         leads to an evening date. Though I 
                         have to stay home with my daughter, 
                         Leslie, on Saturdays.

                                     BURKE
                              (sincerely)
                         Yeah, okay. You were very interesting 
                         to talk to. I swear to God. Honest. 
                         No kidding. You really were.

                                     NAN
                         I believe you.
                              (sincerely)
                         And I was very surprised what you 
                         were like when you weren't working. 
                         There was absolutely no difference. 
                         You want to see where we do the 
                         tracking?

                                     BURKE
                              (excited)
                         Is it okay?

               INT. TRACKING ROOM - DAY

               The enter the room containing a maze of telephone cubbies 
               with workers manning the phones.

                                     NAN
                         Nobody ever wants to see how we do 
                         the polling, but they're like little 
                         starved puppies when the data comes 
                         in--running at you, scrambling to...

               Burke hardly hears. He is awed as if by a cathedral.

                                     VARIOUS WORKERS
                         1) How often do you go to the movies?
                         2) I'm going to describe a movie in 
                         one sentence and then ask you to 
                         rate it on a scale of...

                                     BURKE
                              (as the workers 
                              continue)
                         I love this. This is what counts and 
                         this is where you count it.

                                     NAN
                              (soft and true)
                         That's the same way I feel.

                                     BURKE
                         You phone all over--you know what 
                         movies they're waiting to see, whether 
                         your TV spots are working. You know 
                         what the country thinks.

                                     WORKER
                         ...what feelings do you have about 
                         Cher as a singer, an actress, or 
                         potential date...

                                     BURKE
                              (again)
                         ...and it's accurate.

                                     NAN
                         Within six-point-eight percent.

                                     BURKE
                         And you can't fix it... right?

                                     NAN
                         No... no... Sometimes just for myself, 
                         I can't resist asking America a 
                         personal question.

                                     BURKE
                         Like?

                                     NAN
                              (simply)
                         When do you feel more worthless--
                         mornings or afternoons?

                                     BURKE
                         I gotta get back.

               They pause by a workers to say goodbye.

                                     WORKER
                         Assume Michelle Pfeiffer is the woman--
                         which of these 67 actors would you 
                         most like to see her with... Patrick 
                         Swayze, Keanu Reeves, Dustin Hoffman, 
                         Johnny Dep, the guy from 'Major 
                         Dad'...

                                     NAN
                         There's something I meant to tell 
                         you. You may have noticed something 
                         unusual about me.

                                     BURKE
                         I gotta get back.

                                     NAN
                         I could never find the right time 
                         to...

                                     BURKE
                         Is this urgent?

                                     NAN
                         Well, maybe not urgent, but 
                         immediately significant and necessary 
                         to tell.
                              (a deep breath)
                         You see, there's these pills...

                                     BURKE
                         'Cause I gotta go. I'm listening 
                         with an eighth of an ear now.

                                     NAN
                         So long.

               He exits as the telephone pollster continues with the list 
               of prospective Michelle Pfeiffer male co-stars.

               INT. PLANE

               Matt, wearing earphones, is in the middle of a row of five, 
               intent on what he is watching.

               MATT'S POV

               A recent example of a great actor in a regular movie... 
               something like Brando in "The Freshman." No sound.

               ON MATT

               Watching intently. Not watching--studying... not studying--
               fully appreciating. Now he sees a particularly good moment--
               looks around joyously for half a beat--a reflex to share 
               what he saw. His neighbors, not quite knowing what he's 
               smiling at; he returns his attention to the screen.

               EXT. MID-WESTERN HOUSE - DAY

               As Matt's cab pulls up. He opens the front gate and walks up 
               to the porch, noting a tricycle, stirred by old guilts. He 
               knocks on the door. A MAN answers.

                                     MAN
                         Are you Matt?

                                     MATT
                         Uh-huh.

                                     MAN
                         I didn't know if we could wait much 
                         longer. Come on in.

               He lights a cigarette, takes three quick drags, then flicks 
               it away before walking inside behind Matt.

                                     MAN
                              (again)
                         She's a real nut on smoking anywhere 
                         near the kid.

               INT. HOUSE - DAY

               They enter. A bedroom down a narrow hallway from where they 
               stand. Remember "The Best Years of Our Lives"... Frederic 
               March coming home from the wars and seeing his wife just a 
               beat before she sees him. Here we have a wretched mutant of 
               that moment. Beth, still fierce and attractive, is packing 
               her daughter's suitcase when she senses him and looks up. 
               Shaking her head with a disapproval which will never die, 
               she walks to him.

                                     BETH
                         Hello--did you two meet?

                                     MATT
                         Not really. Is she ready? I have the 
                         taxi waiting.

                                     BETH
                         I just have to say goodbye. You have 
                         no idea how difficult that is.

                                     MATT
                         It's three weeks.

                                     BETH
                         It's not three weeks.

                                     MATT
                         Yes, it is.

                                     BETH
                         No, it's not.

               Several beats--Beth and the man staring at Matt.

                                     MATT
                         It is.

                                     MAN
                         He doesn't know?

                                     BETH
                         You are not taking her for a visit. 
                         You are taking her for a while.

                                     MATT
                         Just because you want to go off with 
                         him doesn't mean I...

                                     MAN
                         You're getting the wrong idea.

                                     MATT
                         I don't think so. No matter how you 
                         put this...

                                     MAN
                         Hey, look, I'm a United States 
                         Marshal. I'm here because she didn't 
                         show up yesterday to start serving 
                         her time.

                                     BETH
                         I don't have a choice. You don't 
                         have a choice.

               She turns and starts for the other room.

                                     MATT
                         What did she do?

                                     BETH
                              (turning)
                         I loved, helped and supported in 
                         every possible way a business man 
                         who committed the terrible crime of 
                         being financially imaginative with a 
                         pension fund.

               She exits. He sits down, stunned in the headlights of his 
               fate.

               INT. APARTMENT - DAY

               Matt and the Marshal in the foreground as Beth talks to 
               Jeannie in the background. We see only glimpses of them. 
               Beth's face as she leans towards Jeannie from one side of 
               the doorway--just Jeannie's legs dangling on the other side.

                                     BETH'S VOICE
                         Okay, listen carefully, Jeannie. Be 
                         still. Now, what's the most important 
                         thing in life to know?

                                     JEANNIE
                         No one will ever love me as much as 
                         you do.

               Matt and the Marshal exchange a look of mutual horror.

                                     BETH
                         Good. Now, concentrate with all your 
                         muscles and remember everything I'm 
                         about to say to you...

               The Marshal and Matt shift uncomfortably.

                                     BETH
                         Don't talk to strangers. They may be 
                         killers. Take your vitamins so the 
                         poison in the food can't hurt you. 
                         What else now?

                                     JEANNIE'S VOICE
                         Teeth.

                                     BETH'S VOICE
                         Right. Thank you. Brush right after 
                         you eat or your gums will start to 
                         bleed in your sleep and choke you.

               The Marshal and Matt can stand no more--they each call to 
               her... "Beth... Beth... Mrs. Hobbs... Beth." She looks out 
               and then walks to them.

                                     BETH
                         What? I'm giving Jeannie her 
                         reminders.

                                     MATT
                         Reminders?!? You can't say things 
                         like that to a little...

                                     BETH
                         No. Don't. No. Don't dare. Don't 
                         criticize the way I mother or I think 
                         I'll start to scream and never st...

                                     MARSHAL
                         Mrs. Hobbs.

                                     BETH
                              (suddenly cheery)
                         Yes.

                                     MARSHAL
                         You know, I've been involved with 
                         this sort of thing for a long time.

                                     BETH
                         You're not going to criticize me, 
                         are you? Not in front of him--because 
                         all he's done is send Jeannie these 
                         long, stupid letters. He doesn't 
                         even realize she can't read. He sends 
                         letters to someone who can't read.
                              (laughs)
                         It's almost funny.

                                     MATT
                         I thought you'd read them to her.

                                     BETH
                              (realizing)
                         Oh.

                                     MARSHAL
                         I'm not faulting you. You love your 
                         daughter and this is a very tough 
                         thing to go through. You feel guilty 
                         and caring and it all gets mixed up 
                         so that there's so much important 
                         stuff going down that there's no 
                         sure way of dealing with it, but the 
                         best thing you can do is just make 
                         sure you love her.

                                     BETH
                         Typical cop talk.
                              (on his look)
                         But I understand what you're trying 
                         to say. Thank you. Can I have another 
                         minute with her?

               She returns to the doorway which still only provides us with 
               glimpses as she SINGS, "DON'T TALK TO STRANGERS." The CAMERA 
               MOVES down the hallway to INTRODUCE JEANNIE, trying to puzzle 
               things out as she sits amongst a ridiculous number of 
               suitcases.

               INT. SITTING ROOM - DAY

               As the two females who bear his name approach. Matt doesn't 
               want a pregnant first moment with Jeannie, so he wards off 
               silence with chatter. Unfortunately, he can only think of 
               one word.

                                     MATT
                         Hi, hi, hi, hi, hi, hi.

                                     JEANNIE
                              (laughing mirthlessly)
                         Hello, monster-poop.

                                     MATT
                              (to U.S. Marshal)
                         She has her mother's sense of humor.

               Beth stops him with a look, then bends down.

                                     BETH
                         Okay, love, Mommy's going to help 
                         others who need her for a few years, 
                         and you're going with Daddy as I 
                         explained.
                              (to Marshal and Matt)
                         We'll all have to help with the 
                         luggage.

               EXT. BETH'S HOUSE - DAY - LONG SHOT

               All three adults and Jeannie sharing the burden of the luggage 
               as they move towards the cab. Mother and child hug. Matt 
               struck by his child's plight, him.

                                     BETH
                              (turning to Matt)
                         Beginning now, you must give less 
                         value to your own happiness and well-
                         being, then hopefully, you will reach 
                         the point where you give that no 
                         value whatsoever. Give her everything. 
                         There's no such thing as spoiling a 
                         child.

                                     MAN
                         Even if you have to steal to do it?

                                     BETH
                         You don't really want to mess with 
                         me, do you?

                                     MAN
                              (simple honesty)
                         No.

                                     MATT
                              (to Jeannie)
                         Okay, sweetie. We have to go.

                                     JEANNIE
                              (to Beth)
                         I want to go with you.

                                     BETH
                         Can't, pretty-heart. I'm sorry.

               Tears fall from Jeannie's eyes.

                                     JEANNIE
                         Not even a compromise?

                                     BETH
                              (thinking)
                         The compromise will be that you don't 
                         have to ride in back; you can ride 
                         up front with the driver... okay?

                                     MATT
                         What?

                                     JEANNIE
                         Okay.

               As Beth buckles Jeannie into the front seat, Matt gets in 
               the back, alone, feeling preposterous. Beth nods to the 
               Marshal, who surreptitiously handcuffs her.

                                     MATT
                              (to driver)
                         Can we please go?

               SHOT - JEANNIE

               The cab pulls away. Matt leans towards her as she looks back 
               at the receding figure of her mother and grows still.

               ON MOTHER AND MARSHALL

               As she sings him one last line of "DON'T TALK TO STRANGERS."

               EXT. SIDEWALK AREA - DAY

               Matt checks Jeannie's luggage, then takes her hand. She lets 
               him. He is grateful.

                                     MATT
                         It's going to be okay. I'm you're 
                         dad, you know? So it will be okay. 
                         You and I will make it okay. You 
                         ever ridden in a plane before?

                                     JEANNIE
                              (a sudden gust of 
                              anger)
                         Yesssss!

               INT. PLANE - DAY

               Jeannie and Matt in the center two seats of a five seat row. 
               Jeannie is coloring in a book which Matt bought her; he is 
               holding some extra crayons.

                                     JEANNIE
                         Don't stare at me.

                                     MATT
                         Sorry.

                                     JEANNIE
                         I want to put on my yellow dress 
                         now.

                                     MATT
                         It's underneath the plane. We can't 
                         get it.

               And just that quick, Jeannie screams.

                                     JEANNIE
                         I want to put on my dress. I want to 
                         put on my dress.

               Other passengers turn around. This is pretty raw stuff we're 
               into. Temper in all its wildness, MUSIC UNDER... electric 
               guitar beginning to match the energy and naked emotion of 
               the child.

                                     MATT
                         There's no way we can get the dress--
                         it's impossible.

               Jeannie's feet start kicking in front of her--the person in 
               that seat turning sharply around.

                                     MATT
                         Don't kick the seat!

                                     JEANNIE
                         I want the yellow dress.
                              (a shriek)
                         Give me a compromise.

               She is crying now.

                                     MATT
                         As soon as we land. That's the 
                         compromise.

               MORE MUSIC

               Without warning, Jeannie slaps herself in the face. All five 
               people in the row ahead turn and say in unison:

                                     WOMEN IN ROW
                         Don't hit her.

                                     MATT
                         God, I didn't hit her--she hit her.

               ANGLE ON LIGHTS

               As everyone starts pushing the cabin attendant call button. 
               These dings magnify until they're part of the music--as it 
               drives and drives... Matt takes Jeannie's hand and tries to 
               restrain her.

                                     JEANNIE
                         Noooooo. Let go of me. Noooo. The 
                         yellow dress... let go... let go.

               She breaks away from him. He moves after her.

               CAMERA MOVING

               At breakneck speed, Jeannie dashes through the plane with 
               her father in pursuit... flashes of disapproving faces. The 
               seat belt sign goes on. A FLIGHT ATTENDANT blocks his path.

                                     FLIGHT ATTENDANT
                         You'll have to sit down.

               Jeannie takes advantage of Matt's being stopped and moves 
               into the toilet, locking the door behind her.

                                     MATT
                              (yelling)
                         Jeannie, we have to sit down. Please.

                                     CAPTAIN'S VOICE
                         We'll be having some turbulence for 
                         the next twenty minutes or so. Will 
                         the cabin attendants please take 
                         their seats?

                                     FLIGHT ATTENDANT
                         Sir.

                                     MATT
                              (simply and utterly)
                         I have no idea what to do.

               A sudden bump and Matt falls. He yells to the locked door.

                                     MATT
                         Jeannie, you okay?

                                     FLIGHT ATTENDANT
                         Go back to your seat. I'll get her.

               As Matt makes his way back, the Flight Attendant uses a hidden 
               latch to open the door. Music building--then calming, the 
               worst is over. Matt makes his way back to his seat, shell-
               shocked. The Attendant leans over him.

                                     FLIGHT ATTENDANT
                         She wants to be alone. So we're 
                         upgrading her.

               He just nods.

               FULL SHOT

               Down the aisle--Jeannie lets an Attendant lead her as she 
               peers back at her dad.

               EXT. PARKING LOT - NIGHT

               Matt carrying the sleeping child like a sack over his 
               shoulder, also managing to hold onto all her luggage.

               INT. MATT'S APARTMENT - NIGHT

               He has propped her on the sofa, a cotton nightgown out. He 
               is unbuttoning her dress. She opens her eyes, the window's 
               protective bars PLACING A SHADOW ACROSS HER FACE. She attempts 
               to cover her fear.

                                     JEANNIE
                         These are the wrong jammies.

                                     MATT
                         Okay... so what do we do?

               Jeannie mimics him perfectly under her breath. She goes to 
               an open suitcase and throws things on the floor until she 
               finds the right jammies.

                                     JEANNIE
                         Where do I sleep?

                                     MATT
                         I have a sleeping bag and bed. Which 
                         one do you want?

               She surveys her pitiful choice; then points to the sleeping 
               bag.

                                     JEANNIE
                         That.

               She gets into it. He zips her up--then she says something 
               remarkably unexpected.

                                     JEANNIE
                         Hug.

               Amazed, Matt hugs her. A half-beat, then:

                                     JEANNIE
                              (sharply)
                         Let go.

               He does--then stands and looks down at her. She looks back, 
               mocking his stare with one of her own.

               INT. BATHROOM - DAY

               Nan uncertainly enters this decidedly masculine bathroom. 
               She is wearing an evening gown. The sun streams through the 
               lush foliage outside a wall-sized window. MUSIC as she opens 
               her purse and removes a pillbox; at one point lightly singing 
               a snatch of lyric concerning the conflicts of being a single 
               woman and a single mother--this while totally focused on the 
               pills.

               INSERT - PILL BOX

               A major movie shot of this compartmentalized box. Each 
               burrowed nest clearly labeled for the pill it contains: 
               VITAMIN B, VITAMIN A, OSCILLOCOCCINUM, PROZAC, CALCIUM, TEST 
               DRUG, ASPIRIN, XANAX, ETC.

               ON NAN

               MUSIC CONTINUES. She dials a phone number while arching her 
               neck and swallowing one pill after another with little swigs 
               of water. This process continuing, even as she speaks into 
               the phone.

                                     NAN
                         Monica--is Leslie up yet? Good. I 
                         didn't want you to get worried when 
                         you realized I wasn't there. I'm 
                         still with that man. I'll tell you 
                         about it later. But it's sure nice 
                         to have wobbly legs again. Look, 
                         today's recycling day for Leslie at 
                         school, so give her some empty cans... 
                         well, then dump some out for her! 
                         Tell her I had to leave real early 
                         for work and I'll pick her up at 
                         school myself to make up for it and 
                         we'll rent any cassette she wants 
                         for tonight. Thank you... Take good 
                         care.

               She hangs up. Another snatch of lyric as she bends to brush 
               her teeth with her finger; prepares herself and opens the 
               door to greet her new lover.

               INT. BURKE'S MASTER BEDROOM - DAY

               Burke sits on the edge of the bed, fearful. He sees her.

                                     BURKE
                         Oh, I thought you took off in the 
                         middle of the night.

               She moves quickly to him.

                                     NAN
                         No. I just had to call home. Is that 
                         why you're sad?

                                     BURKE
                         No. It's Everett. This kid who used 
                         to work for me. He was always crazy 
                         to do his own movie.

                                     NAN
                              (fearing worst)
                         What happened?

                                     BURKE
                              (very down)
                         His movie not only opened to a three 
                         million dollar Friday--it's gotten 
                         great reviews.

               Nan is dumbfounded; still she puts a hand on him, actually 
               consoling him for his hideous thought--Hollywood lovers: he, 
               wrapped up with ill thoughts of others; she, feeling intimate, 
               yet severely compromised. Cupid's work is done.

                                     BURKE
                              (again)
                         Listen. I'm tremendously worried 
                         about 'Ground Zero' because of the 
                         bad 'want to sees' you sent over. 
                         But that's just me being nervous 
                         over nothing, isn't it?

                                     NAN
                         No. That's just you correctly 
                         assessing the situation. So stop 
                         being so hard on yourself.

               He eyes her, then:

               INT. MATT'S HALLWAY - NIGHT

               We hear a muffled argument between Matt and Jeannie coming 
               from inside their apartment. Then the door opens and Matt, 
               holding Jeannie by the hand, moves down the hall to the next 
               door and knocks. (NOTE: Jeannie is dressed in layers of varied 
               clothing--some of the layers play clothes, some fit for a 
               coronation. She is a pocket contemporary Annie Hall... her 
               style so much her own it transcends judgement. Her hair is 
               unkempt. The door opens revealing Lucy, an Hispanic woman in 
               her mid-30s.

                                     MATT
                         How're you doing? I'm from next door. 
                         I see you with your kids in the 
                         laundry room...

                                     LUCY
                         Hello.
                              (seeing Jeannie, turns 
                              warmer)
                         ...Who are you?

               Jeannie is a bit shy.

                                     MATT
                         Say, 'Hello, I'm your new neighbor 
                         now too.'

               Jeannie says nothing.

                                     LUCY
                         I'm Lucy Crisala... What's your name?

               Jeannie says nothing.

                                     MATT
                         Say, 'Jeannie.'

               The form of the conversation is forged. Jeannie not answering 
               anything. Matt bending over to Jeannie while he forms her 
               answers to Lucy.

                                     LUCY
                         I have a little girl too.

                                     MATT
                         Say, 'Isn't that nice... How old is 
                         she?'

                                     LUCY
                         She's four and a half and I have a 
                         little boy who is not yet one year.

                                     MATT
                         Say, 'That's nice... I'd like to 
                         play with them... My Daddy didn't 
                         know your phone number, so we just 
                         decided to...'

                                     LUCY
                              (interrupting)
                         What can I do for you?

                                     MATT
                         Say 'Daddy has to go to work tonight 
                         and...'
                              (catching himself and 
                              looks directly at 
                              Lucy)
                         I need someone to help me and her on 
                         short notice. I've seen your around 
                         with your kids and hoped you knew 
                         someone in the building or close by. 
                         I've got this new job that starts 
                         now. Do you know anyone?

                                     LUCY
                         Well, I'm always here. I could maybe 
                         do it myself.

                                     MATT
                              (there is a God and a 
                              good one at that)
                         Oh, this is so great. Let's work out 
                         a full-time schedule and...

                                     LUCY
                         Wait. Jeannie, why don't you come in 
                         for a minute and meet Ricky and Essa. 
                         Come on, we're making fruit bars.

               Jeannie walks into the apartment past her father.

                                     LUCY
                              (again, to Matt)
                         Why don't you leave her for a while 
                         and then we talk.

                                     MATT
                         Sort of a test?

                                     LUCY
                         We'll just see how it works.

               INT. LUCY'S APARTMENT - NIGHT

               Play-pen in the middle of the floor... Jeannie stands there 
               staring at Essa who is playing with her little brother. Matt 
               moves to embrace Jeannie who cranes away from him. He stays 
               with it, whispering in her ear.

                                     MATT
                         Please behave, understand? I don't 
                         know what we'll do if this doesn't 
                         work, so behave, sweetheart. Behave, 
                         behave.

               As he exits towards his own apartment.

                                                               DISSOLVE TO:

               INT. MATT'S APT. - 20 MINUTES LATER

               Matt is extraordinarily anxious. Then he HEARS loud crying 
               and screaming from next door. There is a stab of despair. 
               Matt deflates, then resigned, exits.

               INT. HALLWAY - NIGHT

               The sound of screaming now louder. He walks to Lucy's door, 
               takes a breath and knocks. The door opens and Lucy stands 
               there looking rattled.

                                     MATT
                         I'm sorry I bothered you.
                              (calling inside)
                         Jeannie...

                                     LUCY
                         Could I have her a little bit longer? 
                         My little boy just fell and Jeannie 
                         is the only one he let hold him.

               ON MATT

               A devil's weight lifted from his shoulders. The slap-happy 
               smile of the just saved plastered on his face.

                                     MATT
                         Your little boy fell, so he's 
                         screaming. And you want her to stay.

               Lucy, confused by his buoyant reaction, nods.

                                     LUCY
                         Okay. Seven dollars an hour?

                                     MATT
                         Great. Thank you. See you later, 
                         Jeannie.

               He tries to kiss her, but she shuns him. Lucy, now having an 
               official status, turns to admonish her.

                                     MATT
                         No, that's okay. I'm fine with it. I 
                         feel fine.

               EXT. MOVIE THEATER - NIGHT

               Burke walks tight little circles near Cathy and the rest of 
               his staff while a few feet away Studio Executives stand in a 
               cluster. There is a DISTANT, RHYTHMIC SHUFFLING SOUND. Burke 
               walks past Cathy.

                                     BURKE
                         Nothing good that happens tonight 
                         can make it worth feeling the way I 
                         do right now. Nothing.
                              (turning to Cathy)
                         What do you think?

                                     CATHY
                              (nervously taking the 
                              plunge)
                         To be honest, I had problems with 
                         'Ground Zero.' But this 'People Get 
                         Hurt' one, while it might not be my 
                         exact, exact thing, I think will 
                         really work for an audience. It's so 
                         over the top, you have a great time.

                                     BURKE
                         So you think it'll score big?

                                     CATHY
                         Yes.

               INT. COUNTING ROOM - NIGHT

               Where we discover the SOURCE OF THE SOUND. Some twenty card-
               counters on the floor riffling through stacks of cards with 
               erasers. Matt and Nan stand in the doorway.

                                     NAN
                         Don't worry. My daughter used to 
                         throw fits in supermarkets when we 
                         first moved here. It's all so 
                         perfectly normal. Plus I know a great 
                         psychiatric children's group.

                                     MATT
                         That's what breaks your heart. 
                         Jeannie's problem is that she's so 
                         down on herself.

                                     NAN
                         Well, she's lucky to have a daddy 
                         who cares, believe me.

                                     MATT
                         I don't know if lucky's the word. 
                         I'm hoping she's asleep when I get 
                         home so I won't have to deal with 
                         her... I'm actually afraid of my own 
                         kid.

                                     NAN
                         Oh, my. I've had exactly that feeling 
                         and never said it out loud. See, 
                         there are men who talk my language 
                         and I'm just cursed that I'm not 
                         attracted to them because they are 
                         so nice they remind me of myself.

               Matt laughs. In the b.g., the counting is completed.

                                     GROUP CAPTAIN
                         Excellents?

                                     GIRL COUNTER
                         Seven.

                                     GROUP CAPTAIN
                         Very goods?

                                     BOY COUNTER
                         14.

                                     GROUP CAPTAIN
                         Fairs?

                                     SECOND BOY CARD COUNTER
                         30.

                                     GROUP CAPTAIN
                         Poors?

                                     SECOND GIRL CARD COUNTER
                         Just a second...
                              (finishes counting)
                         666.

               The Group Captain notes the figure on a sheet, walks to the 
               doorway and hands it to Nan, who is still deep into 
               conversation with Matt. She begins walking back to the theater 
               without looking at the sheet in her hand.

                                     NAN
                         I felt terrible about the way I blew 
                         up at you when I first met you.
                              (before he can object)
                         Please.

               FULL SHOT - THEATER AREA - NIGHT

               Burke and others waiting as Matt and Nan come to a stop some 
               distance away.

                                     BURKE
                         What are they doing?

                                     NAN
                         I began taking anti-depressants when 
                         we moved here from Washington. I had 
                         some small reactions--sleeping 14 
                         hours, no libido, I gained 17 pounds 
                         in nine days--that sort of thing. So 
                         they gave me pills to deal with the 
                         side effects. And then pills to deal 
                         with the side effects I was getting 
                         from those pills. All this besides 
                         the stuff the nutritionist was giving 
                         me. The combination formed some sort 
                         of potion so that I keep telling the 
                         truth. I don't have a choice. That's 
                         why I was so rude to you.

                                     MATT
                         Your doctor says this?

                                     NAN
                         Oh, yes. He's excited, but only 
                         because he sees glory for himself in 
                         it... See, ordinarily I wouldn't say 
                         that about my doctor, but I can't 
                         help it, it's the truth. He's 
                         monitoring me for a while longer 
                         before writing it up for this medical 
                         journal...

               Cathy has joined them.

                                     CATHY
                         Burke's going crazy waiting for the 
                         score.

                                     NAN
                         Coming.

                                     CATHY
                              (to Matt)
                         How are you, anyway?

               Matt shifts, figuring out his answer.

                                     CATHY
                              (a small laugh)
                         It's a tough one, huh? Me too.

               Nan looks down at the score.

                                     NAN
                         Oh, my. Matt, I'd better drive him 
                         myself.

               She starts for Burke.

               ON BURKE AND OTHERS

               As Nan arrives and hands the Studio Executives the score, 
               Burke looking over their shoulders.

                                     BURKE
                         I can fix this... Get some narration 
                         written. . .
                              (turning to Director)
                         You'll cut 30 minutes. It will come 
                         out like butter.

                                     DIRECTOR
                         We're only 77 minutes now...

                                     BURKE
                              (mumbling to himself)
                         ...a 47-minute movie... no, that 
                         won't work...

                                     FEMALE STUDIO EXEC
                         I have to go. I have a nanny problem. 
                         Priorities, right?

                                     BURKE
                         Thanks for the support.

               She kisses his cheek and leaves. A beat of silence... Burke 
               turns to Nan.

                                     BURKE
                              (again)
                         Can you help?

               Exactly the moment Nan has been waiting for... she does have 
               a valuable observation to offer at this dark moment.

                                     NAN
                         Yes, I can.

                                     BURKE
                              (hopeful)
                         Go ahead.

                                     NAN
                         It's only a movie.

               As Burke looks at her from the depths of his pain and sees 
               her confidently believing that she has imparted something of 
               value, the movie's marquee lights go off giving us a:

                                                                 BLACK OUT:

               INT. MATT'S HALLWAY - NIGHT

               As he carries an enormously resistant Jeannie, wearing a 
               borrowed T-shirt nightie, back towards his apartment... Matt 
               has Jeannie under one arm--her clothes and shoes in another... 
               Jeannie's arms are extended towards Lucy, who stands in the 
               open doorway of her apartment. She begins thrashing. Giant 
               tears come--the moment is operatic.

                                     JEANNIE
                         Let go. Please, Lucy, don't make me 
                         go.

                                     MATT
                         Everyone's tired. You can come back 
                         tomorr...

                                     LUCY
                         Listen to me, Jeannie...

                                     JEANNIE
                         I want to live here with these people. 
                         God, let me live here.

                                     MATT
                         Maybe if she stayed tonight she...

                                     JEANNIE
                         I love it here so much that...

               Now her father's last words have registered on her--she 
               immediately stops crying, though tears still roll down her 
               cheeks.

                                     JEANNIE
                         Daddy says I can stay.

               Jeannie wriggles away towards Lucy's doorway. Lucy takes 
               several steps toward Matt, who obviously fears the looming 
               exchange.

                                     LUCY
                         I no think you can give her what 
                         pleases when she act like this... 
                         Because then she think...

               Matt is very much like a fighter taking a great deal of 
               punishment, knowing he is beaten, but being told by his corner 
               he must make a fight of it. He nods his head repeatedly in 
               agreement...

                                     MATT
                         I know... I know...

               Now he sniffs the air in quick rhythm, hoping to draw in 
               some courage and resolve. He moves to Jeannie.

                                     MATT
                         You'll see Lucy in the morning. We're 
                         going home.

                                     JEANNIE
                         No. I'm not! STOP!

               INT. MATT'S APARTMENT - NIGHT

               As they enter and Matt pushes her into the other room and 
               closes the door, placing her in there alone.

               INT. BEDROOM - NIGHT

               Jeannie, behind the double glass-paneled doors of the bedroom.

               HER POV

               Matt, upset in a way he has never imagined, as he pops a 
               beer--puts on some headphones for calming music and begins 
               to read a book on child behavior modification.

               ON JEANNIE

               Feeling the restrictions of her punishment, pacing and now 
               she begins to wail "THIS LONELY LIFE". Few adult women have 
               sung with such appropriate passion out of need and loss, 
               aloneness and confusion. The song finishes. Jeannie sits 
               huddled.

                                                               DISSOLVE TO:

               EXT. ROOFTOP - DAY

               This rooftop serves as an outdoor commissary for Popcorn 
               Pictures. There are a few tables, snack machines and 
               umbrellas. The whole "D" staff is there, including Cathy, 
               having lunch, along with Claire, the casting assistant. In 
               the b.g., we see Matt, huddled, sitting on the roof's awful 
               green outdoor carpeting, feeling much the same as Jeannie in 
               the previous scene.

               ON MATT

               Off in the distance, the Popcorn execs contentedly ply their 
               trade. As he overhears their conversation and the words begin 
               to register in all their horror.

                                     MILLIE
                         Will somebody take a minute to look 
                         over my casting list before Burke 
                         gets here?

                                     MALE D PERSON
                              (scanning list)
                         This isn't so great, Millie.

                                     MILLIE
                         Well, I wanted to put in people we 
                         had a shot at getting.

                                     MALE D PERSON
                              (reading from list)
                         F. Murray Abraham, Jeff Daniels, Ed 
                         Harris, John Lithgow, Rip Torn, Willem 
                         Dafoe, John Malkovich... For an action 
                         lead?

                                     MILLIE
                         Could you at least take it one person 
                         at a time instead of...

                                     MALE D PERSON
                         Okay. Let's play 'State the 
                         Obvious'... F. Murray Abraham has a 
                         nose as long as an Aspen ski line, 
                         Ed Harris is losing his hair, Joe 
                         Mantegna has never played the lead 
                         in a big movie... Willem Dafoe's 
                         teeth... Bob Hoskins looks fur bearing 
                         when he takes off his shirt... 
                         Malkovich...

               Matt can take it no more. He hears a loud voice coming from 
               his own throat. He wigs out.

                                     MATT
                         I can't stand it anymore. I can't.

                                     CATHY
                         What's wrong? What happened?

                                     MATT
                         What, in God's name, are you doing 
                         in this job you have?

               SHOT

               As they all start to answer at once.

                                     MATT
                         I mean him. What, in God's name, do 
                         you know about casting?

                                     MALE D PERSON
                         Me?

               Matt rises and walks towards the Male D Person.

                                     MATT
                         Yes. What do you know? About anything? 
                         You don't even know you have a habit 
                         of touching your tongue with a finger 
                         like you want to lick yourself.
                              (note: this is his 
                              little habit)
                         Yet, you talk like you actually know 
                         something... So I want you to tell 
                         me...
                              (louder)
                         ...what you know.

                                     MALE D PERSON
                         I'm not going to be drawn into this.

                                     MATT
                         I've been an actor most of my life 
                         and this is the first time I've ever 
                         heard what the people calling the 
                         shots sound like when they're casting. 
                         So I really want to find out what, 
                         if anything, you know because what 
                         if nothing you know.

                                     FEMALE D PERSON
                         I don't think the yelling is 
                         necessary.

                                     MATT
                         Oh, you couldn't be more wrong. And 
                         I'm not talking to you. And I don't 
                         like you.

                                     MALE D PERSON
                         How about you just mind your own 
                         business?

               Matt is very close to him--he shakes his chair.

                                     MATT
                         You're minding my business. That's 
                         the problem... so, just tell me, 
                         what do you know?

               ON MALE D PERSON

               Matt's manner is threatening. The Male D Person looks around 
               for some support and finds little... then Matt's tone 
               changes... it's reasonable, almost seductive.

                                     MATT
                         Just tell me and I'll shut up.

                                     MALE D PERSON
                              (taking the bait)
                         First of all, I've been going to 
                         movies since I was six, for God's 
                         sake...

                                     MATT
                         What you know is the size of a 
                         schnozz. What you don't know is that 
                         these guys...
                              (indicates list)
                         ...are for real...

               ON CATHY

               She is a ricochet victim of every word Matt says, as he 
               continues to indict the Male D Person and unknowingly reach 
               her instead. His fury grows and becomes more complicated, 
               containing an element of mourning.

                                     MATT
                              (again)
                         ...that they can make something 
                         happen, and even they don't know 
                         what that is till they get in there 
                         and play a little... they can make 
                         something happen that you can't even 
                         imagine... and it's not your fault, 
                         this stupidity... 'cause you're just 
                         this scared little prick who gets to 
                         say he's making movies, and the only 
                         thing they ever taught you is that 
                         what you like doesn't matter.

                                     MALE D PERSON
                              (frightened)
                         Thanks for understanding.

               The anger leaves Matt. He is depleted.

                                     MATT
                         But isn't it almost good manners for 
                         you to feel a little shame?

               Cathy rises and begins to exit.

                                     MATT
                              (again)
                         I didn't mean you.

                                     CATHY
                         If you didn't, you sure should have.

               She exits. The D Person's Colleagues have taken advantage of 
               the beat to egg him on.

                                     MALE D PERSON
                         You talk about manners--are you 
                         actually so bitter you don't realize 
                         how you acted just now? You're gone, 
                         pal. But at least know that we can't 
                         help that we're making it.

                                     MATT
                         Oh, shit. You win. You got lucky 
                         with 'bitter.' That word just scares 
                         me to death.

               INT. STAIRWELL - DAY

               A distraught Cathy is walking down as Burke bounds up.

                                     BURKE
                         You look down.

                                     CATHY
                         I am.

                                     BURKE
                         Thank you. I appreciate the support.

                                     CATHY
                         I'm not down for you. I'm down about 
                         myself.

                                     BURKE
                              (not hearing)
                         Oh. What if 'Ground Zero' doesn't do 
                         well this weekend?

                                     CATHY
                         Please listen to me.

               He nods, but she pauses, disconcerted.

                                     BURKE
                         What?

                                     CATHY
                         I just got this feeling of seeing 
                         myself talking to you and how this 
                         is the most important moment of... 
                         ever.

                                     BURKE
                              (brusquely)
                         Okay. Good. What is it?

                                     CATHY
                         I've been watching this company make 
                         movies that cost tens of millions of 
                         dollars and all the while I've known 
                         about this wonderful script which we 
                         can somehow own and we could make 
                         for about $14,000,000... $3,000,000 
                         if you can live without stars or a 
                         name director.

                                     BURKE
                         Is that it? Okay, send me...

                                     CATHY
                         I've sent you coverage on it nine 
                         times. I swear to you, Burke, it 
                         will work. You've never heard me say 
                         that.

                                     BURKE
                         How about last night?

                                     CATHY
                              (an unexpectedly fierce 
                              outburst)
                         I don't know anything about action-
                         adventure!!
                              (on his look, she 
                              gains control)
                         I have no idea where that came from. 
                         Hey, I know everyone thinks I don't 
                         have any commercial sense because of 
                         what I said at the 'Gremlins' preview 
                         and all... And you think I can't put 
                         myself on the line. Well, if this 
                         picture doesn't work, fire me. Have 
                         me killed if it doesn't get good 
                         reviews. If this doesn't get a 70 
                         percent definite recommend from women 
                         49 and under, I promise to be your 
                         sex slave until they drop ticket 
                         prices back to five bucks and start 
                         enforcing the R rating.

                                     BURKE
                         You're selling very excellent. Very 
                         excellent presentation.

                                     CATHY
                         You've got to do this. I think this 
                         movie can save me.

                                     BURKE
                              (disgusted)
                         Oh, please... What's the script?

                                     CATHY
                         'Mr. Deeds Goes to Town.'

               EXT. MATT'S APARTMENT - EVENING

               As Matt exits his car with beaten down body language.

               INT. APARTMENT BUILDING - EVENING

               As he leads Jeannie briskly down the hall from Lucy's 
               apartment and into his own.

                                     JEANNIE
                         Why couldn't you even look at the 
                         way I dressed Ricky?

                                     MATT
                         Look, I don't want to talk about it. 
                         I just had a real rough day... so 
                         just let it sit there, okay?

                                     JEANNIE
                         But what was it? Tellll me... 
                         Compromise... You sad?

                                     MATT
                         Yes.
                              (through gritted neck 
                              cords)
                         Now, I really need to be quiet.

                                     JEANNIE
                              (eyes him, then)
                         You!! I know what will cheer you up.

               Moving very quickly and with great purpose, she slaps a tape 
               into a pink child's cassette player and MUSIC BEGINS... 
               Jeannie sings along with the child's chorus on the tape, 
               "YOU COULD BE WONDERFUL", making, with little hand motions, 
               the last thing Matt needs, but, in due course, he starts to 
               actually make a bit of transitional progress out of his own 
               troubles and into the fact that his daughter is beguiling. 
               But, before the mood can fully sweeten, Jeannie forgets the 
               lyrics and begins to verbally assault herself as the tape 
               continues to play...

                                     JEANNIE
                         I can't even remember the words... I 
                         am stupid.

                                     MATT
                         No, you're not. You're not stupid 
                         and I'm not bitter... and you know 
                         why? Because there's no cure for 
                         either one and we've got to believe 
                         in some cure for each of us.

                                     JEANNIE
                         I am stupid. I can't even remember 
                         the words to some baby song.

                                     MATT
                         Oh, Jeannie... I just can't do this 
                         now.

               The phone rings... As he goes to answer it...

                                     MATT
                              (into phone)
                         Hello? Yes. Cathy... Hey. Just a 
                         second.

               His mood has changed. It's a fine sign that Cathy has called 
               him at home. He needs only for his child to take pity and 
               listen to him.

                                     MATT
                         Jeannie, please... be quiet for one 
                         second... this is very important for 
                         me.

               She decides, with some difficulty, to let him continue.

                                     MATT
                              (into phone)
                         So? Wow. Good for you. 
                         Congratulations.

               Jeannie mouths the words, "Who is it?" Matt holds up a finger 
               asking her to wait.

                                     MATT
                         Me? This is great. I'll come right 
                         over and pick up the script. Okay. 
                         If you want to. Bring it over. 
                         Goodbye.
                              (to Jeannie)
                         We might make it yet, kid.

               EXT. MATT'S STREET - EVENING

               As Cathy drives past some rough examples of street life, and 
               finally finds Matt's building with its grim iron gate security 
               system. Cathy, uncomfortable in these surroundings, parks 
               her car, brushes her hair, while, at the same time, putting 
               in place a phony cheap-car-radio-sticker over her own 
               expensive system, and gets out.

               INT. MATT'S APT. ENTRANCE - EVENING

               She buzzes his apartment and waits.

                                     MATT'S VOICE
                         Cathy?

                                     CATHY
                         Yes.

                                     MATT'S VOICE
                         I'll buzz you in. You've got to be 
                         quick and push hard.

               In the b.g. WE HEAR Jeannie loudly imploring her father to 
               make the person wait till she's finished dressing. There is 
               the SOUND OF the buzzer. Cathy hurls herself at the door a 
               good four times before finally timing it right and gathering 
               the necessary strength to spill through.

               INT. MATT'S HALLWAY - EVENING

               Cathy stands there overhearing the voices from inside.

                                     JEANNIE'S VOICE
                         But why can't I stay just a little 
                         while?

                                     MATT'S VOICE
                         Because this is a very special friend 
                         of Daddy's and I need privacy... Be 
                         fair... I let you wear that dress.

               Cathy knocks. Matt opens the door.

                                     MATT
                         Hi.

               He steps aside so Cathy may enter... The place is tidied up. 
               He has changed his clothes and Jeannie is wearing a lace 
               dress, fit for a young princess, complete with flowered tiara 
               and ballet slippers, with trailing blue ribbons at the heels 
               and a velvet cape.

                                     MATT
                         This is my daughter, Queen Elizabeth. 
                         Jeannie, this is Cathy.

                                     CATHY
                         Hi... What a pretty dress.

                                     JEANNIE
                         Thank you. That's nice.

               ON MATT

               Happy that Jeannie is behaving so well.

                                     CATHY
                         Are you going to a party?

                                     JEANNIE
                              (wildly hopeful)
                         Am I going to a party, Dad?

                                     MATT
                              (quickly)
                         No. You're going next door.

               Jeannie is crest-fallen; for a horrible second, it looks as 
               if she may start to wail... Matt moves into action with a 
               pep talk.

                                     MATT
                         Remember our compromise? You're going 
                         next door to Lucy's to play and you'll 
                         show the kids your dress and I'll 
                         come get you later and we'll go out 
                         someplace and I'll buy you anything 
                         you want for under seventeen dollars?

                                     JEANNIE
                         I remember.

               She starts for the door, doubles back, and kisses a surprised 
               Cathy full on the lips... The gesture is beautifully, even 
               movingly carried off. It is totally false.

                                     JEANNIE
                              (again to Cathy)
                         Goodbye. I love you...

                                     CATHY
                              (totally thrown)
                         Well,... thank you.

               Jeannie is on the run... as she passes her father.

                                     MATT
                              (sotto)
                         Thanks.

               Jeannie nods acknowledgment as she flies past.

               OTHER ANGLE

               Favoring Cathy, Matt leans out the doorway until Jeannie is 
               safely next door, then re-enters.

                                     CATHY
                         What a little winner, huh?

                                     MATT
                              (modestly)
                         Oh...?

                                     CATHY
                              (waving script)
                         This is my favorite project. And it 
                         looks like we're going ahead with 
                         it.

                                     MATT
                              (overlap)
                         'Mr. Deeds Goes to Town?' Oh, it's a 
                         remake...

                                     CATHY
                         Well, come on, what's original? And 
                         this is a wonderful rewrite. It's 
                         funnier.

                                     MATT
                         And there's a part in it for...

                                     CATHY
                         Yes... Burke says I can test whoever 
                         I want. He wasn't even surprised 
                         when I mentioned you. So, if you 
                         could read this rewrite now and if 
                         you like it, we can make a test 
                         deal...
                              (catching herself)
                         they can make a test deal... we can 
                         tell them that they can make a test 
                         deal.
                              (in explanation)
                         I think it's important for me to 
                         steer clear of the business end.

                                     MATT
                         Okay... which part?

                                     CATHY
                         Longfellow Deeds.

                                     MATT
                         Mr. Deeds?

                                     CATHY
                         Who goes to town, yes.

               Matt takes this in... takes this miracle in.

                                     MATT
                         Who are we kidding? I'm even having 
                         trouble getting short parts--I'm 
                         going to say I love it no matter 
                         what you've done to it.

                                     CATHY
                         Stop being so creepy honest. I really 
                         have an instinct about you for this. 
                         I'm going home--call me when you 
                         finish reading it.
                              (how quickly status 
                              changes things)
                         Or... come on over.

               INT. BURKE'S BEDROOM - EARLY EVENING

               A post-coital moment though only the man is visible; Burke, 
               who lies on the bed wearing a shirt and tie and nothing else. 
               Nan lies out of sight on the floor where she is recovering 
               from the deepest orgasm of her life.

                                     BURKE
                         Why not? If you can test movies and 
                         premises and want-to-sees, why can't 
                         you test screen tests?

               Nan hauls herself into view, climbing back onto the bed.

                                     NAN
                         I can't deal with your self-centered 
                         dribble right now. I have just had 
                         the biggest orgasm of my life and 
                         I'm trying to figure out if I'm in 
                         love with you.

                                     BURKE
                         What?

                                     NAN
                         Whoops. Tell me what made you rush 
                         over and pick me up and bring me 
                         here at six o'clock. I mean we seem 
                         to have...

               She closes her eyes in a characteristic and touching gesture, 
               as the scientist in her struggles to be precise.

                                     NAN
                              (again)
                         ...this unspoken agreement not to 
                         talk about why we're together when 
                         we're together and I don't think 
                         it's good to let that become a pattern 
                         for us.

               She focuses again on Burke. Prepared for, at last, some verbal 
               intimacy.

                                     BURKE
                         Why did I rush to you? Because I 
                         felt like I had to... be with someone 
                         and you were closest.
                              (on Nan's reaction)
                         What's wrong?

                                     NAN
                         You're not at all aware that you've 
                         just said something...
                              (her eyes close)
                         ...unattractive?

                                     BURKE
                         Look, I'm sorry if that came out...

                                     NAN
                         I'm not looking for an apology.

                                     BURKE
                         I'm just trying to say that one of 
                         the things I'm not great at is...

                                     NAN
                         Let's not make this about your 
                         shortcomings. I'm sure you've had 
                         enough of those conversations to 
                         last you a lifetime. What I'm...

                                     BURKE
                         No, I haven't.

                                     NAN
                         No, you haven't what?

                                     BURKE
                         Had a conversation about 
                         shortcomings...

                                     NAN
                              (aghast)
                         No woman has ever told you that you 
                         have an almost barbaric insensitivity? 
                         That you seem to have lapsed into 
                         some final cynicism, where you 
                         actually believe that, not only does 
                         everyone think the way you do, but 
                         only you have the courage to express 
                         it? That you seem horribly certain 
                         everyone else is sort of pretending 
                         when they talk about love or seem to 
                         care for anything outside their own 
                         anus? No one's ever said that sort 
                         of thing to you?

                                     BURKE
                         Oh, yeah... But I didn't get what 
                         you meant by 'shortcomings.' Hey, if 
                         you think things like that, what are 
                         you doing here?

                                     NAN
                              (indignantly)
                         I'm here for the same reason 86 
                         percent of older women loved 'Beauty 
                         and the Beast.' I would like to 
                         believe that underneath the creature, 
                         there is a sweet, caring guy.

                                     BURKE
                         I sure hope you're wrong.

               Nan breaks up, shaking her head ruefully.

                                     NAN
                         I have to pick up Leslie.

               Burke, not having intended humor, is also lighthearted, having 
               somehow avoided a tight spot.

               EXT. CATHY'S HOUSE - NIGHT

               Matt, holding the script, walks the small lane through the 
               tidy lawn to the perfect Silver Lake cottage. We HEAR MUSIC 
               from inside. (A soundtrack.) There is a note on the door, 
               which is slightly ajar, reading: "Come right in if you loved 
               it--ring if you have reservations." Matt enters.

               INT. CATHY'S HOUSE - NIGHT

               White walls, thick rugs, great, great, fantasy garret; sparse, 
               but cozy. He walks a step, then there is a girlish squeal 
               and a naked Cathy streaks the rest of the way to her bedroom 
               from the bathroom.

                                     CATHY
                              (calling)
                         I mistimed it.
                              (sticking her head 
                              out the door)
                         I wanted you to catch me fully 
                         frontal.

               She smiles broadly; hurriedly putting on something quick and 
               loose to match her buzz. As she walks to him, the phone rings. 
               She ignores it.

                                     CATHY
                         So you loved it. A lot? A little?

                                     MATT
                         Give me a second--all of a sudden, 
                         there's a lot to deal with.

               She sits on the sofa--looking at him.

                                     MATT
                              (again)
                         It's terrific.

                                     CATHY
                              (pointedly)
                         Do you see why I think you're right?

                                     MATT
                         Because you're nice and you know I 
                         need work.

                                     CATHY
                              (lower)
                         You know this is really happening, 
                         so I wish you wouldn't kid around 
                         about it.

                                     MATT
                         Sorry, but I think the audition rule 
                         is that I have to be serious unless 
                         the person in charge is wearing a 
                         bathrobe and her nipples are sticking 
                         out...
                              (holds fingers apart)
                         ...this much.

               Cathy peeks down her bathrobe. Then broadly.

                                     CATHY
                         There are some mixed signals coming 
                         out of here, aren't there?
                              (phone rings; she 
                              answers)
                         Hi. Working... I can't write down a 
                         number now. Call me back.
                              (to Matt)
                         The script?

                                     MATT
                         It's really good. I get a little 
                         nervous thinking about the 
                         opportunity.

                                     CATHY
                         I want to hear everything. You want 
                         to go page by page?

                                     MATT
                         If it's okay. I kind of work on these 
                         things in a private... it's just... 
                         it's a little better for me if I 
                         don't...

                                     CATHY
                              (hurt)
                         Okay.

                                     MATT
                         Okay, let's do it. It won't kill me.

                                     CATHY
                         Please. I understand.

               An uncertain beat and then she leans over and kisses him. A 
               sound escapes him. They get up and begin walking to the 
               bedroom.

                                     MATT
                         I swear to God, I don't know which 
                         thing I want more, the sex or the 
                         conversation afterwards.

                                     CATHY
                              (a smile)
                         What do you mean?

               INT. CATHY'S BEDROOM - NIGHT

               As they enter and move to the bed where Matt starts 
               undressing.

                                     MATT
                         I mean I haven't been to bed with 
                         anyone since Jeannie got here... I 
                         haven't talked to anyone the way I 
                         need to.
                              (cradling her breast)
                         I haven't seen anything this 
                         beautiful. I haven't felt this good 
                         about life. I mean, I've been lonely, 
                         Cathy.

                                     CATHY
                              (as he enters her)
                         I'll tell you the truth, Matt. I've 
                         never felt more like turning my phone 
                         off.

               She twists her body gracefully, sexily towards the phone.

                                     MATT
                         You can't shut the phone off. I left 
                         this number with Jeannie's sitter.

                                     CATHY
                         I don't understand what you're worried 
                         about.

                                     MATT
                         I'm not worried. But if the phone 
                         was off, I would worry.

                                     CATHY
                         But I get a lot of calls.

                                     MATT
                         Oh.

                                     CATHY
                         I could put the machine on 'monitor,' 
                         but it's going to be... I don't know.

                                     MATT
                         It will be okay. I think the most 
                         important thing is to stop talking 
                         about the phone. Turn it off, monitor, 
                         whatever.

                                     CATHY
                         Okay.

               She twists toward the phone again--not quite so beautifully.

               OTHER ANGLE

               As she hits the "monitor" button, then turns back to him.

                                     CATHY
                         You look so serious.

                                     MATT
                         I am so serious.

               CATHY'S POV

               Matt totally there... this is major for him, then he does 
               something sensitive... reads her concern over the depth of 
               his need and interest and shrugs, indicating he can't help 
               it.

               ON CATHY

               She likes him.

               THE COUPLE

               As they make love... their union thrown off kilter by the 
               phone messages which roll in periodically as they thrust and 
               sweat towards intimacy.

                                     YOUNGER MALE VOICE
                              (broadly)
                         Hi, Cathy... All my magazines came 
                         today... Read the new Vanity Fair, 
                         they take apart three people we 
                         hate... Spy is bad this month... 
                         Scorsese didn't get the Time cover, 
                         the plane crash did... ha, ha, ha... 
                         Why aren't you at the office? You 
                         know, I'm getting to the point where 
                         I prefer to reach people's machines... 
                         Bye.

               The love making continues as the calls continue.

                                     MALE D PERSON VOICE
                         Cathy? Are you there? Hello... Are 
                         you there?? I'm going to count to 
                         ten. One, two, three...
                              (then to someone 
                              passing his office)
                         Did you go to the screening last 
                         night? What did you think? That makes 
                         two bombs in a row for her.
                              (into phone)
                         ...four, five, six... Pick up if 
                         you're there. I've got major gossip... 
                         major screwup. It could be good for 
                         us.

               Cathy, in the throes of sexual union, feeling a bit divided 
               by the offer on the phone... she shakes it off.

                                     MATT
                         Is this the kind of crap you listen 
                         to all day?

                                     CATHY
                         Please, we're making love here.

                                     BURKE'S VOICE
                              (incredibly depressed)
                         If the TV show bombs, there's going 
                         to be a dance party on my grave. I 
                         don't give a crap. Nothing seems to 
                         have a point anymore. I'm really 
                         questioning everything... including 
                         action-adventure... Don't tell anyone 
                         I'm down. Even destroy the message 
                         tape. Don't tell anyone I said to 
                         destroy the message tape. Don't even 
                         give hints that there's something 
                         you can't tell them, but you wish 
                         you could... I'm losing it. I'm losing 
                         it. I'm losing it. Don't tell nobody. 
                         Don't tell nobody. Don't tell nobody.

               The sound of a hang up... the couple having more difficulty 
               making love...

               ON CATHY AND MATT

               As they look to the phone and react--still joined, then:

                                     JEANNIE'S VOICE
                              (sobbing)
                         Daddy...
                              (berating someone who 
                              is with her)
                         You dialed bad... Where is he?

                                     LUCY'S VOICE
                              (with Jeannie coaching 
                              b.g.)
                         Matt, Jeannie is very upset because 
                         you are not here when you said. And 
                         now the big hand is on the eight...

               The sound of a hangup... As Matt springs from the bed.

                                     MATT
                         I'm sorry...

                                     CATHY
                         It's all right.

                                     MATT
                              (as he leaves)
                         Is there a name for what we just 
                         had?

               INT. BURKE'S CAR - DAY

               Matt driving. Burke in back as his anxieties gnaw away.

                                     MATT
                         This is awkward, my driving you around 
                         and testing for you tomorrow.

                                     BURKE
                         Not really.

                                     MATT
                         Well, I hope you understand I can't 
                         drive you to work tomorrow and then 
                         go in and test. It's just...

               Burke reluctantly considers, then:

                                     BURKE
                         Okay. I was going to come in late 
                         anyway. I'll get one of the kids to 
                         drive me.

                                     MATT
                         Thanks. And, look, if I get the lead 
                         in this movie, you'll have to go 
                         back to sitting up front with me.

               Burke laughs--surprised at being genuinely amused.

               INT. MATT'S APARTMENT - MORNING

               Matt, wildly dialing a phone--orange juice in hand, Jeannie 
               standing nearby. He shrieks one phrase.

                                     MATT
                              (into phone)
                         No sitter!!! Thanks. We're leaving 
                         now.

               INT. MAKE-UP ROOM - DAY

               Matt is in the final process of being made up, going over 
               his lines. Cathy enters.

                                     CATHY
                         Jeannie's fine. There's a whole bunch 
                         of kids in the building. She's 
                         fascinated. And they're all ready 
                         for you.

                                     MATT
                         How many men are they testing today?

                                     CATHY
                         You're the only one.

               Matt is surprised... But he is a pro and so immediately makes 
               use of this sudden blip in status.

                                     MATT
                         Then tell them I need a little more 
                         time.

                                     MAKE-UP PERSON
                         No, it's okay, we're done.

                                     MATT
                         I mean for me. I want to focus a 
                         little.

                                     CATHY
                         Sure.
                              (she hugs Matt)
                         Good luck, Matt.
                              (whispered advice)
                         The thing they're looking for most 
                         is sexy.

               And then they're gone. With that bit of advice, Matt is 
               totally fucked up. A beat after Cathy leaves:

                                     HAIR PERSON
                         You know who she was involved with 
                         for a minute or so?

                                     MAKE-UP PERSON
                         Who?

                                     MATT
                              (quickly)
                         Hey!

               On their look...

                                     MATT
                              (again)
                         You guys have to leave. This is 
                         important and I need to be alone 
                         right now...

               They exit... Matt thumbs through the script... does a 
               relaxation exercise... takes a breath and thinks... a beat 
               and he is reasonably confident... he walks one half-circle 
               of the room making sure he's fully pumped, then exits.

               EXT. POPCORN MOVIES - DAY

               As crowded as it was for the previous audition scene, but 
               this time they are reading children of varied ages, and the 
               kids and their parents are all over the stairs, etc. Jeannie 
               is filled with wonder and is arrestingly and atypically shy, 
               as she makes her way through this world of the young, clinging 
               to Cathy's hand, as the kids sing their version of "MAKE 
               BELIEVE"--the stage parents taking one verse. At one point, 
               Cathy's begins talking to someone, blocking Jeannie's view.

                                     JEANNIE
                         Get out of my way!

                                     CATHY
                         Don't say it like that!!!

                                     JEANNIE
                         Which way should I?
                              (polite little girl)
                         Get out of my way.
                              (almost weeping)
                         Get out of my way.
                              (furious)
                         Get out of my way.

               All this noticed by a casting person with a clipboard.

                                     CASTING PERSON
                         Wow.

               INT. POPCORN PICTURES HALLWAY - SEVERAL HOURS LATER

               Matt making his way past the last of the kid stragglers. 
               Cathy and Jeannie come running up to him.

                                     MATT
                         It felt great... Everybody...

                                     JEANNIE
                         Let me tell him, let me tell him, 
                         let me tell him...

                                     CATHY
                              (highly annoyed)
                         Let him finish! God!

                                     JEANNIE
                         I want to tell him.

                                     CATHY
                         If you wait one minute, I'll let 
                         you.

               Jeannie turns down her volume, but keeps repeating--incanting 
               actually... "I can't wait to tell him... I can't wait to 
               tell him... I can't wait to tell him..."

                                     MATT
                         Anyway, the girl I did it with, by 
                         the way, she's really good; the 
                         director, the crew... they all thought 
                         we nailed it.

                                     CATHY
                              (loving, sexy)
                         Hey.

                                     JEANNIE
                              (to Cathy)
                         Now?

               Cathy nods and Jeannie begins to push Matt into Cathy's office 
               for privacy.

                                     CATHY
                         Wait till you hear this one.

               INT. CATHY'S OFFICE

               Jeannie sits her father down. This is the first time we've 
               seen her joyful. Pure glee.

                                     JEANNIE
                         Some lady asked me to go in a room 
                         and, you know, make believe and say 
                         stuff like we were playing a game...

               The words coming so fast that Jeannie lets loose with a bolt 
               of SONG, as if taking a moment to catch her breath. Just a 
               few sung lines proclaiming happiness.

                                     JEANNIE
                              (again)
                         And everybody went 'yea' and they 
                         said they wanted me to be on 
                         television.

               And the SUNG PHRASE.

                                     JEANNIE
                         And give me money and have a teacher 
                         there and a person to braid my hair 
                         and color my face and give me 
                         clothes...

               The sung phrase again.

               ON MATT

               Stricken.

                                     MATT
                         You wait here, Jeannie.

               INT. CATHY'S OUTER OFFICE - DAY

               Several people milling about... Matt eyes Cathy. We still 
               hear Jeannie's muffled singing from the other side of the 
               door.

                                     MATT
                              (furious)
                         I have to talk to you.

               EXT. POPCORN PICTURES - DAY

               As Matt and Cathy come into frame... Matt forcefully placing 
               her with her back to the wall. She is not one to be pushed 
               around.

                                     CATHY
                         Don't!

                                     MATT
                         What in hell is wrong with you? You 
                         actually think...

                                     CATHY
                         I'm trying to hang in here but 
                         everything in me cuts off when 
                         somebody acts this way.

                                     MATT
                              (continuing right 
                              along)
                         ...that you can have my kid audition 
                         for a show without asking me.

                                     CATHY
                         I didn't... She went for water and 
                         by the time she got back, they had 
                         offered her the part. Blame Burke, 
                         he was there...

               Matt takes this in. Just a millimeter underneath his fury is 
               professional curiosity.

                                     MATT
                         What's the part, anyway?

                                     CATHY
                         The white kid in a multi-racial foster 
                         home with all these kids of varying 
                         ages. It's not a bad show. I sure 
                         can't wait to see the test.

                                     MATT
                         How were they able to test her so 
                         fast?

                                     CATHY
                         No. They offered it to her off the 
                         reading. I meant your test.

                                     MATT
                         Oh... A child actor. Just what any 
                         kid with problems needs to straighten 
                         out--a series of her own...

               Cathy has nothing to offer. Matt begins leading her back. We 
               HOLD ON THEIR BACKS and see the chink in Matt's confidence, 
               hear the tightness in his voice as he asks:

                                     MATT
                         You'll let me know as soon as they 
                         see my test?

                                     CATHY
                         Right away... You've got my vote.

               They hold hands.

               INT. MATT'S APT. - NIGHT

               Jeannie, a script in her lap, caressing it, avoiding her 
               father's gaze. He sits nearby sizing her up, pissed.

                                     JEANNIE
                         I'm doing it.

                                     MATT
                         Not if I don't let you. That's the 
                         law, the police law.

               She takes this shot hard, but tries to pretend otherwise, 
               continuing to stare hard at her script to avoid him.

                                     JEANNIE
                         Do I have to learn to read to be on 
                         television?

                                     MATT
                              (with a real edge)
                         You're going to have to learn to 
                         look at me and listen to me and the 
                         longer I have to wait THE ANGRIER 
                         I'M GOING TO BE.

                                     JEANNIE
                              (looks up suddenly)
                         I'm so mad.

                                     MATT
                         Me too. Just listen.

                                     JEANNIE
                         I don't... why?!?

                                     MATT
                         Because I know about this. I have 
                         worked with kid actors... They don't 
                         have that much fun. They're inside 
                         all day... they don't get to go to 
                         regular schools or play with their 
                         regular friends like Ricky and Essa.
                              (progressively losing 
                              it)
                         And their parents? You think I'm 
                         going to be one of those parents, 
                         sitting in one of those rooms, where 
                         we all go crazy trying to jump start 
                         our egos with our kids' sweat, all 
                         the time smiling at each other like 
                         our lives are working while we root 
                         against everyone else's little girl?
                              (Jeannie is totally 
                              confused, until)
                         No!! No way! I can't!

                                     JEANNIE
                         Okay. So, no, you're cuckoo anyway. 
                         I won't do it. And I don't care 
                         because I'm be stupid at it anyway.

               She throws the script down. Tears in her eyes.

                                     MATT
                         Pick it up, Jeannie.

               She's so down, she complies--picking it up and walking it to 
               the trash can. Matt stops her and takes the script.

                                     MATT
                         Let's work on it.

               INT. BURKE'S OFFICE - DAY

               The staff of Popcorn Pictures is gathered in the boss' office 
               watching Matt's screentest on projection TV. Burke sits next 
               to Nan on a sofa--Cathy sits in front of him--others in chairs 
               or on the floor. One ASSISTANT is attempting to "fine tune" 
               the color--the TINT BAR GRAPH is on screen sliding between + 
               and - as the color changes. Burke talks sotto to Nan.

                                     BURKE
                         So how do you think 'Ground Zero' 
                         will do tonight?

               She ignores him, continuing to watch the screen. He leans 
               into her.

                                     BURKE
                         How do you think my movie will do 
                         tonight?

                                     NAN
                              (testy)
                         I'm not going to talk to you during 
                         Matt's screentest.

               Cathy turns in her chair and mouths "thank you" to Nan.

                                     BURKE
                              (to himself)
                         How bad can it be? We've got to have 
                         at least a two million dollar Friday. 
                         There's nothing else out there.

                                     CATHY
                              (turning to him)
                         Please.

                                     BURKE
                         I'm watching...

               ON SCREEN

               A VERY ATTRACTIVE ACTRESS is crying... Matt very close to 
               her...

                                     BURKE'S VOICE
                         Stop playing with that thing.

               The COLOR BAR GRAPH does a quick slide and disappears from 
               the screen leaving the actors' faces green.

                                     ACTRESS
                              (crying)
                         C'mon, Deeds, tell me about the 
                         meeting.

                                     MATT
                         What's wrong?

                                     ACTRESS
                         Don't worry about my crying. As a 
                         matter of fact, crying turns me on.

                                     MATT
                         Well, in that case, your dog died.

               There is laughter in the room. The actress smiles through 
               her tears--pats Matt for being wonderful.

                                     ACTRESS
                         What happened at the meeting?

                                     MATT
                         I can't remember. You're too pretty.
                              (on her look)
                         Oh, I told them I'd keep on being 
                         Chairman.
                              (then explaining)
                         I'm Chairman, you know.

                                     ACTRESS
                              (smiling)
                         I know.

                                     MATT
                         Told them I'd keep on being Chairman 
                         if they hired everybody back.

                                     ACTRESS
                         What did they say?

                                     MATT
                         Oh, that I was crazy. You always 
                         wear your hair back like that?

               She kisses him. We HEAR the director say, "Cut. Terrific, 
               guys." The girl and Matt hug, no longer in character, as 
               others come in to congratulate them.

               INT. SCREENING ROOM - DAY

               Ad-libbed enthusiasm... mostly about the girl...

               ON CATHY

               As the conversation about the girl grows more pointed... 
               Cathy, impassive outwardly, recoiling inwardly.

                                     BURKE
                         Okay, come on... let's have our 
                         creative meeting right here.

                                     MALE D PERSON
                         Well, I'd sure go to bed with her.

                                     BURKE
                              (professionally 
                              concurring)
                         Very fuckable.

                                     MALE CASTING PERSON
                         I'd sure fuck her.

                                     BURKE
                         Okay... that's her... What about 
                         him?

                                     FEMALE D PERSON
                         I think he's a very good to excellent 
                         actor--I do...
                              (puzzled)
                         But there's something...

                                     BURKE
                         You wouldn't want to fuck him?

                                     FEMALE D PERSON
                         Well, six years ago, maybe.

                                     CLAIRE
                         I think he's talented and attractive.

                                     BURKE
                         So you'd want to fuck him?

                                     CLAIRE
                         He might be light in that area.

                                     CATHY
                         The man is talented. If you get one 
                         of those directors who like actors, 
                         I think...

                                     BURKE
                         A director can't make you hot if 
                         you're not hot. You'll end up with 
                         warm which is death.

                                     CATHY
                              (defending Matt 
                              slightly)
                         We laughed.

                                     BURKE
                         Let me ask you something... Would 
                         you fuck him?

                                     CATHY
                              (wearily)
                         Everything doesn't boil down to...

                                     BURKE
                         Let me stop you before you embarrass 
                         yourself.

               Burke rises and addresses his staff... the camera has his 
               back in the foreground as it MOVES TOWARDS A RENDEZVOUS, 
               Burke moving too as he continues...

                                     BURKE
                              (again)
                         We all can do our little lectures on 
                         what things boil down to. Everybody 
                         else here was professional enough to 
                         come out and say... I'd fuck her... 
                         I wouldn't fuck him... and you're 
                         ducking it... I want you to forget 
                         the acting stuff and totally focus 
                         on the issue.

               And now Burke and CAMERA meet up--the effect being that he 
               is talking directly to us as he continues.

                                     BURKE
                              (again)
                         We do have some kind of responsibility 
                         to the audience... You just saw his 
                         screentest... so, if this is the 
                         first time you saw the guy, do you 
                         come out thinking to yourself and 
                         your girl friends, 'I'd sure go to 
                         bed with him; oh God, would he be 
                         something.' Would you, Cathy?... I'm 
                         being real here.

                                     CATHY
                         No...

                                     BURKE
                         Okay, so let's keep looking.

               They file out. Cathy gets up several beats later than the 
               others... and follows them out, avoiding Nan's look.

               INT. CATHY'S OFFICE - EARLY EVENING

               She's been sitting here for quite a while... she can postpone 
               no longer; she dials as one of her MOVIE SOUND TRACKS PLAYS 
               in the background.

                                     CATHY
                              (into phone)
                         Hello. Matt... Hi... Okay, sure...

               She listens, waiting for him to quiet Jeannie.

                                     CATHY
                              (again)
                         Matt...
                              (louder)
                         Matt... Matt... Maybe it would be 
                         easier if I just said 'hi' to her... 
                         Hi, Jeannie... Yes, it's exciting... 
                         No, no. He's right, honey, they get 
                         somebody to read it to you. Now, put 
                         your dad on--it's important. No, 
                         first put your dad on... DAMN IT!
                              (she waits a beat)
                         ...Matt. Uh-huh, a few hours ago... 
                         They all... everyone liked your work, 
                         but I think they'll go for a name or 
                         something.

               She listens to him. He is hurt. Cathy, though, is also 
               wrestling with her own internal struggles. She has betrayed 
               him and is ashamed; in a strange way--terrified. She is, 
               therefore, just a little irritable.

                                     CATHY
                              (again)
                         It's not a matter of doing it 
                         differently... they liked what you 
                         did, a lot... they laughed and... 
                         it's not you... it's them.
                              (suddenly her breath 
                              comes weird)
                         No, please. Don't thank me. If you 
                         feel like getting together later or 
                         anytime, call me, okay? You sound 
                         like you have your hands full right 
                         now... Goodbye.

               INT. MATT'S APT. - NIGHT

               As he hangs up...

                                     JEANNIE
                         I wanted to talk to her again... 
                         I...

               She stops in mid-sentence, looking at her father. He is 
               overcome... his energy failing to get him past this most 
               awful moment in his life. She moves to his side. He starts 
               to cry and, urgently seeking privacy, he moves quickly towards 
               the bathroom, rubbing Jeannie in an instinctive gesture of 
               reassurance. He closes the door.

               ON JEANNIE

               Devoid of anger. Sympathy so pure that it wrenches. She starts 
               to move towards the bathroom. Her voice sweet...

                                     JEANNIE
                         Dad? Daddy?

               Matt opens the door quickly.

                                     MATT
                         Everything's okay... I'm sorry I 
                         forgot to put you back on with Cathy.

               He walks across the room, Jeannie tracking him.

                                     JEANNIE
                         You didn't cried because of that... 
                         I don't even want to talk to her.

               Matt sits down, still suffering a bit of dysfunction, unable 
               to keep up appearances other than a few minor half-hearted 
               tweaks at his daughter who stands solemn and silent at his 
               side. She pets him some... this goes on for several beats as 
               the STRAINS OF "YOU COULD BE WONDERFUL" accompany the moment. 
               Then:

                                     JEANNIE
                              (a whisper)
                         Dad. Can I say just one thing?

               With some effort, Matt lifts his head and nods permission.

                                     JEANNIE
                         You've got to make me supper.

               Matt nods, rises and leads her into the small kitchen.

               INT. BURKE'S BEDROOM - DAY

               Burke is wearing a T-shirt and shorts as he walks to his 
               four-stops-past-state-of-the-art Stairmaster and turns it on 
               while looking over his shoulder at the telephone... now 
               sucking in some courage, he goes to the phone and speed dials. 
               He begins to climb the stairs.

                                     VOICE
                         You have reached the Warner's Hotline. 
                         Estimated Box Office Grosses for 
                         Friday, December 3rd, Weekend Number 
                         49, are as follows in millions of 
                         dollars.

               He braces himself... there is a tone, then:

                                     PHONE VOICE
                         Due to the high volume of calls, we 
                         must ask you to wait till a line is 
                         clear...

               MUSIC IN... At first from the speaker phone... Burke moving 
               in time to "THERE IS A LONELY..." And now singing... As the 
               lyric concludes and the instrumental comes in.

                                     PHONE VOICE
                              (again)
                         Thanks for waiting. Weekend 49 grosses 
                         follow in millions of dollars. 
                         'Belligerence,' 714 theaters. Two-
                         point-one-eight million, down 46 
                         percent.

               Burke smiles with pleasure... his steps becoming lighter, 
               more fanciful.

                                     PHONE VOICE
                              (again)
                         'Best Girl,' 1,820 theaters, six-
                         point-four million, up 24 percent.

                                     BURKE
                              (contemptuously)
                         Cappuccino movies.

                                     PHONE VOICE
                         Opening this weekend, 'Double Dare 
                         Two,' 1,870 theaters, fourteen-point-
                         three million.

               ...and now his film, "Ground Zero," is coming up to bat... 
               as succor to the gods, he tries to make his dance gleeful in 
               anticipation.

                                     PHONE VOICE
                              (again)
                         'Ground Zero,' 2,110 theaters, no 
                         million, point four thousand dollars.

               Burke falls off his Stairmaster and, from his new position, 
               finishes his song.

               INT. BURKE'S CAR - DAY

               Matt is driving. Burke is seated alongside him, talking 
               without looking at him.

                                     BURKE
                         I'm going to pieces...
                              (whispering)
                         The picture was budgeted at 21 million 
                         and I spent 49 so they were a little 
                         mad at me to begin with. Now it 
                         doesn't open even with an Arby's 
                         Roast Beef tie-in... I mean, we only 
                         averaged 300 dollars a theater... 
                         they're going to think I'm Woody 
                         Allen.

                                     MATT
                         I don't think you have to worry about 
                         that.

                                     BURKE
                         Thanks. But this is private. What 
                         about the exit survey? Did we do 
                         good with any group at all?

               Now we HEAR Nan's voice on the speakerphone which Burke has 
               been addressing all along.

                                     NAN'S VOICE
                         I can't hear you, but--hi, Matt--
                         that was funny.

                                     MATT
                         Hi.

                                     NAN'S VOICE
                         'I don't think you have to worry 
                         about that?'

               She laughs delightedly. Burke leans across Matt's lap to get 
               closer to the microphone.

                                     BURKE
                         Did we do well with any group at 
                         all?

                                     NAN'S VOICE
                         Eleven-year-old boys in the South.

               He sits stupified.

                                     NAN'S VOICE
                              (again)
                         Burke? Burke? Matt, is he...

                                     BURKE
                         I'll see you later. Goodbye.

                                     NAN'S VOICE
                         But, hon...

               He hits the "end" button. He slumps for a second, then:

                                     BURKE
                         I'm all alone...
                              (pause)
                         At least there's that.

               EXT. POPCORN PICTURES - DAY

               As the car arrives outside Popcorn Pictures, we can SEE some 
               child actors and their parents arriving at the sound stage 
               next door.

                                     MATT
                         Are you going to need me? The kids 
                         are rehearsing and I'd like to take 
                         a look.

                                     BURKE
                         Yeah, sure. I have to stay inside 
                         during lunch hours now anyway--that's 
                         when everybody returns my calls 
                         because they're trying to miss me.

                                     MATT
                              (amazed)
                         Is that true?

                                     BURKE
                              (misinterpreting)
                         Yeah. Thanks for the support.

               INT. TV STUDIO - DAY

               A row of parents standing near their child actors, adjusting 
               them--not unlike handlers of racing Greyhounds.

               ON JEANNIE

               Seen from a distance--her father behind her. In the 
               foreground, the mass of workers on the stage, It is, in 
               effect, her POV, even though she is in the extreme background 
               of the shot. We MOVE CLOSER to Jeannie and her father--even 
               a bit behind them. Jeannie is scared.

                                     MATT
                         I bet I know what it looks like to 
                         you.

                                     JEANNIE
                         What?

                                     MATT
                         A giant "find Waldo."

               Despite herself, she smiles at the reference, though her 
               tone is a bit sarcastic.

                                     JEANNIE
                         Very funny.

                                     PASSING VOICE
                         Five minutes, children, then we need 
                         you for work on the set.

                                     JEANNIE
                         Set?

                                     MATT
                         That pretend living room, right over 
                         there.

                                     JEANNIE
                         Okay. Set. Bye...

                                     MATT
                              (holding her arm)
                         Wait a second, Jeannie. Let Daddy 
                         give you a few tips here.

                                     JEANNIE
                              (twisting away)
                         Nooo. I've got to get to work.

               She breaks free, depriving Matt of the sweet and simple moment 
               he wanted with her. She's one of the first ones on the set, 
               other kids still hugging their parents. As Cathy comes up 
               behind Matt, we can HEAR Jeannie who, having so small a trust 
               for her father, needs to confirm what he just told her.

                                     JEANNIE
                              (faintly)
                         Is this the set?

               Matt reacts.

                                     PASSING VOICE
                         Parents to Room Two, please.
                              (as he goes by Matt)
                         Parents to Room Two, please.

               Jeannie is watching.

                                     PASSING VOICE
                              (again)
                         We have to clear the set.

               Matt looks him off fiercely. The Passing Voice addresses the 
               friendlier parents.

                                     PASSING VOICE
                              (again)
                         This way, parents.

                                     CATHY
                         I'm glad I found you.

                                     MATT
                         Hi.

               OTHER AREA - BEHIND GRANDSTAND SEATS

               As they walk.

                                     CATHY
                         You holding up? What did you do last 
                         night after I called?

                                     MATT
                              (as if teasing)
                         What do you think I did? I cried 
                         like a baby.

                                     CATHY
                         Okay. Okay. So you don't want to 
                         tell me. Be a tough guy.

                                     MATT
                         Now you got it.

                                     CATHY
                         I feel relieved just seeing you after 
                         all that stuff... whew... Okay.
                              (preparing to go)
                         Burke wants to...

                                     MATT
                         You ever go out with him?

               Cathy is as simple and direct as she is embarrassed.

                                     CATHY
                         Yes.

                                     MATT
                         You slept with him?

                                     CATHY
                         Yes.

                                     MATT
                         Did you hate it?

                                     CATHY
                         Eventually.

                                     MATT
                              (reeling a bit)
                         Good Lord.

                                     CATHY
                         This is the thing that makes me 
                         nervous about you... You keep on 
                         assuming I'm nicer than I am.

               He kisses her. She kisses back. Then there is an 
               extraordinarily loud and piercing voice.

                                     JEANNIE
                         DAD!!

               He turns to see Jeannie beckoning to him from the stage--the 
               director, standing at her side, joins in. He walks to them.

               ANGLE - STAGE FULL OF ACTORS

               The Director is talking to Jeannie who seems, even from a 
               distance, distraught and lost. She sees Matt.

                                     JEANNIE
                         There's such trouble.

                                     DIRECTOR
                         She's very worried about being able 
                         to pretend cry when she has to and 
                         she doesn't get it about memorizing. 
                         That's all.

                                     JEANNIE
                              (aghast)
                         That's all?!?

               The Director beckons Matt to lead her away. He does.

                                     JEANNIE
                         This isn't going to be good.

                                     MATT
                         Not with that attitude.

               She seems stung by this, unusually vulnerable. He changes 
               tactics, softening.

                                     MATT
                              (again)
                         It's just that they... Well, did 
                         they tell you what an audience is?

                                     JEANNIE
                              (insulted)
                         I know what an audience is.

                                     MATT
                         Good. Now, because there's an 
                         audience, they want you to know all 
                         the words you have to say really 
                         well. And since you can't read yet...
                              (off her fierce look)
                         ...you're going to have to be patient 
                         and try hard. I can help you.

               She grasps at this unlikely straw.

                                     JEANNIE
                         Can you help me to cry?

                                     MATT
                         Yes.
                              (on her broad disbelief)
                         I can. I can help make it okay. Trust 
                         me.

               Jeannie pauses half a beat, then:

                                     JEANNIE
                         I miss my mother bigger than you 
                         know.

               INT. MATT'S APT. - DAY

               Matt on phone, Jeannie standing next to him reaching for the 
               phone.

                                     MATT
                              (to Jeannie)
                         Not yet. Don't grab.
                              (into phone)
                         Thank you. We really appreciate this. 
                         Hi, Beth. I...

               Jeannie grabs the phone in a flash.

                                     JEANNIE
                              (softly into phone)
                         Mom? No... Nothing... Nothing... 
                         Nothing. Nothing... Would you talk? 
                         I'd just like to listen to you... 
                         Wait. Let me sit down.

               Jeannie sits herself by the window, protected by an iron 
               grill, and sits listening to her mother. There is about this 
               pose something prescient; unmistakably, Jeannie will look 
               this way again as a young woman cloaked in the love of some 
               guy... but for now it's her mother, her crazy mother, who 
               blots out dread. Matt is struck by how quiet and adoring 
               Jeannie looks even as he moves to give his daughter some 
               privacy. Several beats, Jeannie noticing her Dad looking at 
               her--switching positions, body language indicating that she 
               wants to put him out of her mind... then a thought.

                                     JEANNIE
                         Dad says he's going to make me to 
                         really cry.

                                     MATT
                         Jeannie, your mom's not going to 
                         understand what you mean.

               Jeannie shushes him, resisting with surprising will and 
               strength when he tries to get the phone.

                                     JEANNIE
                              (to Matt)
                         She understands!!!
                              (into phone)
                         He's being terrible right now.
                              (faster; avoiding 
                              Matt)
                         I love, loved, the coloring book you 
                         sent me. Goodbye. Wait. I love you. 
                         Let me hang up first. Love you. Send 
                         me a letter. Bye. And a beaded T-
                         shirt. Bye.

               She hangs up. Matt pissed.

                                     MATT
                         Why don't you let me be on your side 
                         for a second?

                                     JEANNIE
                         I can't even understand what you're 
                         saying now.

                                     MATT
                         Do you know what trust means?

                                     JEANNIE
                         Not very.

                                     MATT
                         It means that even if something is 
                         hard to believe, you believe someone 
                         you trust because you know he wouldn't 
                         say it unless it were true.

                                     JEANNIE
                         I understand. So I don't trust 
                         anybody, right?

                                     MATT
                         Yeah, I think you get the concept.

                                     JEANNIE
                         You don't make sense. I don't 
                         understand you.

                                     MATT
                         I think you do.

               Jeannie reacts broadly... indicating what a difficult man 
               she's stuck with.

                                     MATT
                         Just know that...

                                     JEANNIE
                         Okayyyy!

                                     MATT
                              (giving up)
                         You want to help me make a phone 
                         call?

               She goes quickly to the phone and picks it up.

                                     MATT
                         Seven... two...

                                     JEANNIE
                              (hitting numbers)
                         Who are we calling?

                                     MATT
                         Cathy. She's very nice. One... six...

                                     JEANNIE
                              (hard to read)
                         "Very nice..." One...

               INT. CATHY'S HOUSE - DAY

               As she answers phone.

                                     JEANNIE'S VOICE
                         Hi...
                              (to Matt)
                         What now?

               MATT'S VOICE IN BACKGROUND

               Tell her, 'How are you' and then let me...

                                     JEANNIE'S VOICE
                         How are you?

                                     CATHY
                         Jeannie... I can't talk now because...

                                     JEANNIE
                         Wait, my dad wants to...

                                     CATHY
                         Tell him I can't talk 'cause I'm on 
                         the phone with a director...

                                     JEANNIE
                         He wants to talk to you very much 
                         and...

                                     CATHY
                              (sharply)
                         I can't. I have to hang up.

               She does.

               INT. MATT'S APT. - NIGHT

               Jeannie, truly stung by the hang-up. She takes this act of 
               Cathy's as an insult to herself and her father. Matt doesn't 
               feel too wonderful about it himself.

                                     MATT
                         You have to understand that sometimes 
                         people are too busy.

                                     JEANNIE
                         So she's too busy for you?

               INT. RESTAURANT - NIGHT

               Burke and Nan eating together on an elevated balcony 
               overlooking the main eating area.

                                     BURKE
                         We look like jerks eating here this 
                         early. Everybody's going to think we 
                         couldn't get a reservation for the 
                         hot hours.

                                     NAN
                         Why do you do this to yourself? Why 
                         do you insist on eating dinner in a 
                         restaurant where you're bound to see 
                         all the people you're afraid of?

                                     BURKE
                         I'm not afraid of them.

                                     NAN
                         What do you call it when you think 
                         that what a group of people think of 
                         you can confirm or destroy any decent 
                         idea you have of yourself?

                                     BURKE
                         Normal.

                                     NAN
                         How did little Jeannie do today?

                                     BURKE
                         Isn't it something that they have 
                         you testing the TV show?

                                     NAN
                         What I asked was, how did Jeannie 
                         do?

                                     BURKE
                         What are you talking about?

                                     NAN
                         Somebody else. Jeannie. How did she 
                         do?

                                     BURKE
                         Don't talk to me like this.

                                     NAN
                              (really pissed)
                         I want to be treated as if I'm really 
                         saying words to you which you engage 
                         and respond to. I like Matt; I'd 
                         like to know how his daughter did. 
                         So before you take your dance of 
                         desperation across the restaurant 
                         and I end up feeling so sorry for 
                         you that I could die, I would like 
                         you to answer my question.

                                     BURKE
                         She did okay... and don't worry about 
                         Matt... If the pilot sells, his kid 
                         will be making five thousand a week. 
                         So what do you know about 'People 
                         Get Hurt?'

                                     NAN
                         I'm told that they're not going to 
                         release it...

                                     BURKE
                         I knew. I knew. What the hell are 
                         you smiling for?

                                     NAN
                         Forgive me. But telling you about 
                         this latest failure of yours--it 
                         pleases me. I have no idea why.

                                     BURKE
                         I can't be with someone who's not 
                         rooting for me.

                                     NAN
                         I think I am. It's just that rooting 
                         for you is a good deal more 
                         complicated than you realize.
                              (as he rises)
                         Don't go.

                                     BURKE
                         Don't worry. I'm not that mad. I 
                         gotta do this.

               MUSIC IN as Burke leaves the table. This "Dance of 
               Desperation" is classical. Burke himself lifting one of the 
               women in greeting, then, as he puts her down.

                                     BURKE
                              (again)
                         Sorry. I thought you were someone 
                         else.

               As he continues to go from table to table.

               TIGHT ON NAN

               As she looks down on him, dying for him, we HEAR her sing 
               the song "Poor Bastards". Finally, not only about Burke--but 
               the other damaged souls he seeks to dance with. Now, Nan can 
               take no more. She exits.

               FULL SHOT - BURKE

               As he sees her go past in the background, he goes after her, 
               finally grabbing her near the Maitre D' station. This, just 
               as TWO IMPORTANT COUPLES arrive. Burke frantically tries to 
               cover.

                                     BURKE
                         Nan, you know Victor and his wife...
                              (he mumbles, unable 
                              to remember any wife's 
                              name)
                         and Jay and his wife...
                              (he mumbles)

                                     NAN
                         Yes. I'm sorry I can't talk now. I'm 
                         very upset about what's happening to 
                         Burke, so I just made up my mind I 
                         can't be witness to it anymore if I 
                         love him and I certainly shouldn't 
                         be here if I don't... so I was just 
                         in the process of leaving when he 
                         stopped me and you folks walked in... 
                         I'm sure you've had something like 
                         this happen to you some time... some 
                         horrible thing in your personal life 
                         happening in public.

               They all nod and ad-lib agreements with her premise to Burke's 
               amazement.

                                     NAN
                              (again)
                         Thank you for understanding.
                              (to Burke)
                         Goodbye. I wish only good things for 
                         you even though I feel I've been 
                         really damaged by this relationship.

               She exits, enormously upset. Burke, torn between following 
               her and repairing the social damage. But the couples are 
               paying him no mind; rather they are impressed with Nan. As 
               they comment, i.e.

                                     COUPLES
                         Wasn't that spectacular? I've never 
                         seen anybody that secure...

               Burke accepts the compliments as if meant for him.

                                     BURKE
                         Thank you. Thank you. We're very 
                         close.

               EXT. RESTAURANT - NIGHT

               The strains of "Poor Bastards" underscoring the moment as 
               Burke rushes into the parking area and grabs Nan's hand just 
               as a valet brings her car.

                                     NAN
                         You don't understand that I'm 
                         exhausted from hurting. I'm through 
                         with you.

               She begins to cry. Ordinarily this would be a scene which 
               would be unendurable for Burke. However, the lesson of a 
               moment ago is not lost on him. As people get out of cars and 
               witness the sobbing Nan.

                                     BURKE
                              (to restaurant patrons)
                         Excuse me, we're working our shit 
                         out... I'm sure it happened to you... 
                         you know, private stuff in public.

               The reaction to his openness is disdain and passing contempt. 
               She drives off, leaving Burke hurt and alone. "Poor Bastards" 
               up and out.

               INT. MATT'S APT. - NIGHT

               The lighting soft and sweet. Jeannie's words are tentative 
               as she talks to her father who sits watching intently.

                                     JEANNIE
                         I don't know if I've been bad. I 
                         know somebody's been bad.
                              (hopefully)
                         ...maybe it's you.

               Matt laughs. Jeannie looks at him shyly... he looks at her 
               with encouragement. Suddenly she is in his arms, hugging him 
               hard, an emotional dam seems to have broken.

                                     JEANNIE
                         Oh, I love you so much, I love you 
                         so much... I love you so much.

               Matt holds on--clearly, deeply moved. Then he exercises the 
               effort to control his emotions and speaks, surprisingly, as 
               a Black woman.

                                     MATT
                              (as Black woman)
                         I hope that makes you feel a whole 
                         lot better, Chile... 'Cause it sure 
                         goes a long way to cure what ails 
                         me.

                                     JEANNIE
                         I can't believe I...

                                     MATT
                              (as himself, coaching)
                         ...got in this much...

                                     JEANNIE
                         ...got in this much trouble. .

                                     MATT
                         Right. Over a...

                                     JEANNIE
                              (guessing)
                         Word?

                                     MATT
                         Yes. 'I can't believe I got in this 
                         much trouble over a word.' Now do 
                         you know what she means when she 
                         says that?

                                     JEANNIE
                         I don't want to talk about it--just 
                         say her stuff so I know mine.

                                     MATT
                         No.

               She starts to flail a bit.

                                     MATT
                         It's your choice... But I'm not 
                         helping unless you try to understand 
                         as well as memorize. It will be fun. 
                         Come on. I know it's hard...

                                     JEANNIE
                         Okay. Okay...

                                     MATT
                         Anything to shut me up, huh? Okay, 
                         this little girl you're pretending 
                         to be... she can't be with her Mommy 
                         either, just like you, or her 
                         father... she has to stay in Rainbow 
                         House which is called that because...
                              (Jeannie starts 
                              fidgeting)
                         Jeannie...
                              (she stops)
                         ...because everyone's a different 
                         color... so when this little girl 
                         calls the black lady who takes care 
                         of all the children this terrible 
                         word... it's like the worst thing 
                         anybody can do... Come here.

                                     JEANNIE
                              (approaching him)
                         I don't want to do the 'I love you' 
                         again.

                                     MATT
                         Yeah, I might have been working you 
                         too hard on that one.

               She is unable to resist muttering one sarcastic shot.

                                     JEANNIE
                         Yeah. Why don't you do that with 
                         poopie Cathy?

                                     MATT
                              (ignoring her)
                         Now, did the director tell you how 
                         he wanted you to do it?

                                     JEANNIE
                         He said to smile all the time almost 
                         and to talk... uh...

                                     MATT
                         Faster?

                                     JEANNIE
                         Yes.

                                     MATT
                         Okay. We don't always get good 
                         directors, so it's important for 
                         us...

                                     JEANNIE
                         Me. You're not in the show.

                                     MATT
                         I'm referring to the family of actors, 
                         you little shithead.

               Jeannie doesn't know quite how to take the name calling. 
               MUSIC IN... we're heading for a rendezvous with a dance as 
               it CONTINUES ACROSS THE CUT TO:

               EXT. TV STAGE - EARLY MORNING

               Matt and Jeannie walking from the catering truck. They are 
               eating ravenously. MUSIC CONTINUES... VERY JOYOUS.

                                     JEANNIE
                         This is so good...

                                     MATT
                         It's a breakfast burrito. It's what 
                         actors eat when they're working.

                                     JEANNIE
                              (excited)
                         Really.

               EXT. ROOF GARDEN - DAY

                                     MATT
                         Now, let's work a little more. The 
                         most important acting you do is when 
                         you listen. You're worried about 
                         being able to cry when you're supposed 
                         to, right?

                                     JEANNIE
                         Yes. So much.

                                     MATT
                         Well, there are really only two ways 
                         to do it. Think of something that 
                         makes you really sad... or forget 
                         you're you and really forget you're 
                         pretending...

                                     JEANNIE
                         How do I do that one?

               Matt reads from script.

                                     MATT
                              (as a furious Black 
                              woman)
                         'Don't test me, child! I could eat 
                         you for lunch when I was your age 
                         and I'm a hell of a lot bigger now!'

               Jeannie looks afraid.

                                     MATT
                         That's it... You just looked at me 
                         and acted right without even thinking. 
                         And there are games you can play to 
                         help you with this. Get up...
                              (she does)
                         Now, be my mirror... do exactly what 
                         I do... that's it... now, at a certain 
                         point, I'm going to become your 
                         mirror, but I'm not going to tell 
                         you when... you tell me...

                                     JEANNIE
                              (hesitantly)
                         Now?

               Matt nods.

                                     MATT
                              (enthusiastically)
                         Okay. We're going to make up words. 
                         The words aren't what matter now.

                                     JEANNIE
                         I'm on a roof...

                                     MATT
                         You're a great dad.

                                     JEANNIE
                         You're a...
                              (then stops; then 
                              smiles at him)

               This acting exercise of Chicago's Story Theater leads into 
               the song, "BE MY MIRROR." As the song finishes, Matt and 
               Jeannie are in the best spirits we've seen as an A.D. 
               approaches.

                                     A.D.
                         They need you.

                                     JEANNIE
                         Okay.

               She takes the A.D.'s hand as Matt calls.

                                     MATT
                         You're welcome. Don't mention it.

               INT. CATHY'S OFFICE - DAY

               Cathy is in mid conversation with Millie. Matt enters and 
               boldly says his piece.

                                     MATT
                         I'm a free man. Let's go to your 
                         house and break the answering machine.

                                     CATHY
                         You know, I could get away now. But 
                         I've got a big meeting later. We'd 
                         better take two cars.

               Millie, having been at the screen test viewing, is taken 
               aback, looking from one to the other. Cathy knows what she's 
               thinking and is unnerved, feeling silently accused, as she 
               leads Matt out.

                                     CATHY
                         See you later. Thanks again.

               EXT. STREETS - DAY

               Cathy's car followed by Matt in Burke's car. The frame holds 
               both cars close as if this were one long car.

               INT. CATHY'S CAR - DAY

               She seems troubled. Then a decision. She dials a number on 
               her mobile phone and picks up the receiver.

               INT. MATT/BURKE'S CAR - DAY

               The phone rings. He punches the speaker button.

                                     MATT
                         I hope it's you.

                                     CATHY'S VOICE ON SPEAKER
                         Hi.

               Matt waves...

                                     MATT
                              (delighted)
                         So this is how the big ones make 
                         out.

               FULL SHOT - THE TWO CARS

               Almost bumper to bumper... snuggling.

               ANGLE - CATHY

               She takes a breath and then plunges.

               INT. MATT/BURKE'S CAR - DAY

               As he hears one of the more ominous phrases of the motion 
               picture community.

                                     CATHY'S VOICE
                         Matt, will you take me off the 
                         speaker?

               He picks up the phone. We intercut between the cars.

                                     MATT
                         What's the matter?

                                     CATHY
                              (hyper)
                         I don't know whether I'm being a 
                         coward for telling you this way or 
                         brave for telling you period... Can 
                         you hear me?

                                     MATT
                         Yes.

                                     CATHY
                         But I better talk fast because this 
                         is where my phone always kicks out... 
                         When we did your screentest... Can 
                         you hear me?

                                     MATT
                         Yes.

                                     CATHY
                         Well, I sort of folded on you at the 
                         end.

               She pauses, silence, then:

                                     CATHY
                         Matt?

                                     MATT
                         You didn't like what I did?

                                     CATHY
                         I did. Truly. But the discussion got 
                         sort of dumb. It was a question of 
                         sexiness.

                                     MATT
                         That's what it came down to?

                                     CATHY
                         Well, sort of, yes.

                                     MATT
                         You folded on whether or not I'm 
                         sexy. You don't think I'm sexy... 
                         and you expressed that to...

                                     CATHY
                         Well, I'll tell you. I certainly 
                         must think so pretty much because I 
                         feel great about where we're going 
                         now...

               EXT. NARROW CANYON ROAD - DAY

               There is a longish line of cars behind Matt and Cathy.

               INT. CATHY'S CAR - DAY

                                     CATHY
                         Are you very mad at me?

                                     MATT
                         No. You were just... Aw, damn it, I 
                         am. Very. Yes.

               Matt manages to pull to the side... the other cars gobbling 
               the places behind Cathy, who sees this... and now she watches 
               Matt's car recede from her view.

               MATT'S POV

               Cathy going out of sight.

               ON MATT

               As he lets her go.

               INT. BURKE'S HOME - EARLY MORNING

               He is in bed, wearing a bathrobe, watching projection TV.

                                     FIRST VOICE
                         ...number seven at the box office 
                         this week-end is...

               He switches channels.

                                     VOICE NUMBER TWO
                         ...the two words are Tom Cruise.

               He switches channels.

                                     THIRD VOICE
                         ...becoming the first lawyer to be 
                         awarded his own star on Hollywood 
                         Boule...

               He turns off the TV and crosses to the phone, allowing us to 
               read the back of his bathrobe "ROCKY BALBOA."

               ANGLE ON BURKE

               He looks at the clock which reads "four a.m." and dials.

                                     BURKE
                         Hello, Nan. I hope it's not too late 
                         to call.

               INT. NAN'S KITCHEN - EARLY MORNING

               She has been crying.

                                     BURKE
                         I'd like another chance.

                                     NAN
                         You only think you feel that way 
                         because you're on the verge of failure 
                         and you're without a core...

                                     BURKE
                         See. Nobody else gets me.
                              (a beat then)
                         You wanna have a little sex, honey?

                                     NAN
                              (a beat then)
                         You know I've never hung up on anybody 
                         in my life... because what if the 
                         next thing they said solved 
                         everything... but I must end this 
                         conversation.

               Nan hangs up. Burke picks up a pocket electronic notepad 
               from the bedstand and hits the scroll button.

               INSERT ELECTRONIC NOTEBOOK

               Names and phone numbers.

               ON BURKE

               He scrolls past numbers, considering, finding them wanting, 
               so that, finally, he is scrolling the emptiness of his 
               relationships. Now he considers one number and dials.

               INT. MATT'S APARTMENT - EARLY MORNING

               The phone rings. He picks it up.

                                     MATT
                         Hello.

               INTERCUT BETWEEN THE TWO

                                     BURKE
                         Hi, Matt, this is Burke. I'm sorry 
                         to bother you at home, but you know 
                         Nan... We were going out a little 
                         and I could use another guy's slant 
                         on what's just happened.

                                     MATT
                         I don't think I can get into this...

                                     BURKE
                         Why? Did I catch you at a bad time?

                                     MATT
                         Worse. You caught me at a bad time 
                         you caused.

                                     BURKE
                         Oh, you mean about the screentest. 
                         The whole room thought you did good 
                         work.

                                     MATT
                              (reinventing irony)
                         Thanks.

                                     BURKE
                         Yeah, look, I'm not going to bother 
                         you about my thing.

                                     MATT
                         Yeah. Okay, good night.

               INT. BURKE'S APARTMENT - EARLY MORNING

               As he hangs up. Looks down and turns off his phone number 
               pocket computer. MUSIC RECALLS Prince's "There is Lonely."

               EXT. TV STUDIO - LATE AFTERNOON

               MUSIC SEGUES to recall "I'LL DO ANYTHING," as he drives past 
               the line waiting to see RAINBOW HOUSE.

               (NOTE: FROM THIS POINT ON, THERE WILL BE AN UNDERCURRENT OF 
               CHOREOGRAPHY TO CONCLUSION...)

               INT. MAKE-UP ROOM - LATE AFTERNOON

               We see Jeannie's face in the mirror, but it is seen through 
               something resembling fleece, which we now recognize as the 
               strands of Jeannie's hair being combed out to the side by an 
               expert hair-dresser. Jeannie is shifting nervously in the 
               large room where each chair is filled with a child of a 
               different age and color. In the b.g., we can HEAR the voice 
               of the WARM-UP MAN.

                                     WARM-UP MAN
                         ...pilot for a new show called 
                         'Rainbow House'. Just listen to our 
                         band and I'll be back to tell you 
                         more and make you love me...

               The audience laughs thinly. The BAND PLAYS as someone closes 
               the door to the make-up room muffling the offstage sound... 
               There is a good deal of tension in the brightly lit room. 
               Jeannie sits between a FOURTEEN-YEAR-OLD HISPANIC BOY and a 
               FOUR-YEAR-OLD ASIAN GIRL. The room is abuzz... kids running 
               lines and loudly talking... this builds to a musical life as 
               in our first audition scene... there is a briefly sung phrase 
               (Jeannie not taking part).

               INT. GREEN ROOM - LATE AFTERNOON

               The parents, in the same variety of skin colors as the child 
               actors, are stuffed into a small room being patronized by 
               the ASSISTANT DIRECTOR. Matt is grimly seated in the middle 
               of a long sofa containing stage mothers. Another sofa is two 
               feet away; the parents strain at each other. The A.D. is 
               talking grandly but we cannot hear his words because the 
               Rainbow Parents are SINGING a phrase from the same song we 
               heard in the make-up room. Matt does not take part in the 
               singing. The music goes under allowing us to now hear the 
               A.D.'s words.

                                     A.D.
                         ...and when you're in the audience, 
                         make sure you laugh and applaud even 
                         when it's somebody else's kid...

               There is appreciative laughter from everyone save Matt, who 
               rises in disgust and crosses out of the room.

                                     A.D.
                              (again)
                         You're not allowed near the stage. 
                         We only have a few minutes...

               Matt ignores him and exits.

               INT. BACKSTAGE AREA - LATE AFTERNOON

               MUSIC NOW EMPHASIZING THE TENSION OF THE PRE-SHOW ATMOSPHERE. 
               Matt, moving about the area, looking for Jeannie, spots a 
               cluster of other cast members excitedly awaiting their 
               introduction. Jeannie not among them. An A.D. talks with 
               concern to a P.A.

                                     A.D.
                         Let me know if you see the little 
                         white girl.

               Matt, growing concerned, walks on, then:

               MATT'S POV

               Across the stage to the distant make-up room. Jeannie, alone 
               in the room, which is so brightly lit it creates a bizarre 
               effect, as if she were under a surreal spotlight. MUSIC 
               reprises Jeannie's Sinead O'Connor song, "Lonely Life of 
               Mine."

               ON MATT

               Stopping his impulse to go to her--he continues to observe.

               MATT'S POV

               Jeannie is nervous and uncertain... She plays with the handle 
               of the make-up chair... turns herself back and forth... Then 
               a very attractive TEN-YEAR-OLD BOY enters the scene--obviously 
               telling her to hustle... He offers his hand and she takes 
               it, instinctively masking all clues that this hand holding 
               is a "first" of great moment in her life. As they move toward 
               the main stage area, Jeannie looks around, needing 
               something... her dad.

                                     MATT
                         Jeannie.

               She turns--sees her father and gives a small, cursory nod... 
               He moves quickly, drawing even with her but still giving her 
               a bit of space and a low-key pep talk.

                                     MATT
                         Just remember. You're not even here 
                         tonight. There's only this other 
                         little girl that you're pretending 
                         to be who lives at Rainbow House.

                                     JEANNIE
                         ...and who just vomited.

               Matt breaks up. Even Jeannie smiles briefly, then she takes 
               him aside for privacy.

                                     JEANNIE
                         I just found out that we bow before 
                         we even do anything.

                                     MATT
                         Great.

                                     JEANNIE
                         And everybody claps.

                                     MATT
                         Great.

                                     JEANNIE
                         I made up a great bow. You going to 
                         look?

                                     MATT
                         Wouldn't miss it.

                                     JEANNIE
                         I'm not going to be able to cry. 
                         It's too hard for me.

                                     MATT
                         Hey, then they'll just give you more 
                         chances after everyone leaves.

               This does not satisfy her. She rolls her eyes as she is pulled 
               away towards the front of the stage. Matt watches as the 10-
               year-old veteran actor leads his little daughter towards her 
               debut.

               INT. BACKSTAGE - LATE AFTERNOON - MOVING SHOT - BURKE

               MUSIC, a tension-filled version of "Poor Bastard." Burke's 
               stride was never stronger, his posture never worse; head 
               hunched down into his neck. Suddenly, he reacts as he sees: 
               the staff of Popcorn Pictures grouped together backstage. 
               Cathy walking towards the group hurriedly from one direction 
               as Burke approaches from the other. Seeing his staff has 
               clearly moved Burke.

                                     BURKE
                         Look at you. You're all here because 
                         of what's on the line for me tonight. 
                         Having this many people in your corner 
                         helps more than I would have ever 
                         guessed. I'm just very grateful that 
                         I made you come.

               He starts off, but a jubilant Cathy stops him, whispers 
               something. He reacts with excitement.

               MOVING WITH CATHY

               She sees Matt deep in the wings watching the stage. She calls 
               to him with some urgency.

                                     CATHY
                         Matt. Matt. Matt.

               He turns and she beckons him towards her. With some hesitance, 
               he joins her.

                                     MATT
                         I don't want to miss her introduction.

                                     CATHY
                         I'll talk fast. It's amazing news. 
                         Oliver Stone's been looking for a 
                         comedy and...

                                     MATT
                              (distracted)
                         I've got to see my kid.

                                     CATHY
                              (her voice breaking)
                         ...he's doing my picture.

                                     MATT
                         Hey. Good.

               He starts off.

                                     CATHY
                         Part of this involves you. He 
                         remembers you from 'Platoon' and 
                         wants to use you in this one.
                              (he stops)
                         Got your attention, huh?

               Matt is terminally disappointed in her last cynical sentence.

                                     MATT
                         Oh, Cathy. Look, I'm going to watch 
                         this. Let me talk to you later or 
                         tomorrow. Thanks for your help. It's 
                         good news. Gotta go.

               From the stage, we HEAR the VOICE of the WARM-UP MAN.

                                     WARM-UP MAN'S VOICE
                         First, in her first appearance ever, 
                         Jeannie Hobbs...

               There is applause. Matt's missed her intro.

                                     MATT
                         Shit.

                                     CATHY
                         I'm sorry.

                                     MATT
                         Why couldn't you wait till later? 
                         Shit.

                                     CATHY
                              (broadly)
                         I guess it's because I'm just 
                         incredibly insensitive to all human 
                         needs. I'd ask you to save me, but 
                         I'm so far gone, I wouldn't want you 
                         to waste your time.

                                     MATT
                              (after a moment)
                         Huh?

               She reacts, but he walks off, not wanting to get into it. 
               Cathy, however, has had a tricky nerve struck. She continues, 
               biting off each word.

                                     CATHY
                         You know, I don't have a kid or a 
                         mate or a talent.
                              (holding up book bag)
                         I got this.
                              (she's quite upset)
                         And shoot me if I think it's 
                         important.

               MATT'S POV

               Cathy, who looks alone and adorable as we HEAR MUSIC of "THIS 
               LONELY LIFE OF MINE." He puts a comforting hand on her. She 
               speaks nakedly from deep within herself; her eyes downcast.

                                     CATHY
                         You think I'm a superficial jerk.
                              (and then a whispered 
                              afterthought)
                         You can't be right.

                                     MATT
                         I think you're the best of the bunch.

                                     CATHY
                              (broadly)
                         Oh, great.

               And now she raises her eyes--big, blue and vulnerable. If 
               this look were returned, "I love yous" could flow--they could 
               sink to the floor in a joint epiphany; but there is no romance 
               or kindling in Matt's eyes. He is in a hurry. Pridefully, 
               Cathy turns and walks off in the opposite direction, her 
               flight so instinctive, she forgets her book bag. We hold on 
               this--her exit, then:

               INT. STUDIO FLOOR - BURKE AND MATT - 20 MINUTES LATER

               Standing just behind the four television cameras, immediately 
               behind them, the "rail" where the Show's Staff and Crew 
               Members and Network Bosses stand crowded, choreographed in 
               the way in which they "clear" for a moving camera. Behind 
               these people is the studio audience. There is a loud laugh. 
               Burke turns around to study the audience.

               BURKE'S POV

               Happy faces accompanied by the strains of Burke's love song 
               to the crowd...

                                     BURKE
                              (to Matt)
                         What do you think?

               But Matt doesn't hear him... a few feet away, Jeannie is 
               making ready for her big moment. Three cameras swing in front 
               of them, TV monitors showing a MASTER and CLOSE-UPS of the 
               three characters in the scene: a short comic WHITE MAN, the 
               Black Female Lead, and Jeannie, dressed as a poor child.

                                     MATT
                              (wide-eyed)
                         Wait. This is it.

               ANGLE - STAGE

                                     JEANNIE
                         It's like everyone is pi... ticked 
                         off at me because I'm not colored.

               The White Man jumps on the phrase.

                                     SHORT WHITE MAN
                              (correcting her 
                              pompously)
                         The word is black.

                                     BLACK LEAD ACTRESS
                              (correcting him with 
                              booming voice)
                         The word is African American.

               A burst of laughter, whooping and applause from the audience. 
               Burke brags in a whisper to Matt.

                                     BURKE
                         I had them bring in two busloads of 
                         people from black churches.

               ANGLE - STAGE

               As they play out the scene.

                                     BLACK LEAD ACTRESS
                              (scolding Jeannie)
                         Now you use it in a sentence.

                                     JEANNIE
                         Look at me, I...

               ON JEANNIE

               And Jeannie begins to falter... she must somehow cry at this 
               moment... She looks outward for help.

               JEANNIE'S POV

               She looks at the Lead Actress giving Jeannie all she can.

               BACK TO JEANNIE

               Jeannie still can't cry. She looks past the cameras.

               JEANNIE'S POV

               Her father nervously pulling for her.

               BACK TO JEANNIE

               That didn't do it either. She looks into herself... she blinks--
               there are tears running down her cheek.

                                     WHOLE AUDIENCE
                         Awwwww.

               GROUP SHOT

               Matt, very much as he was when he watched Brando on the 
               plane... and then some. Burke, craning to make sure the 
               network bosses are suitably transported.

               BACK TO JEANNIE'S SCENE

                                     BLACK LEAD ACTRESS
                         Go ahead. Use it in a sentence.

                                     JEANNIE
                              (crying fully)
                         Look at me. I love an African 
                         American.

                                     BLACK LEAD ACTRESS
                         Look at me. I love a little redneck.

               The Black Lead Actress holds out her arms to Jeannie, who, 
               tears streaming down her face, runs towards the arms...

               ON BURKE

               His lips pursed tightly in pleasure, then agape in shock.

               BURKE'S POV

               Jeannie has run past the Lead Actress and off the set, going 
               into her father's arms instead. She jumps on him, her legs 
               and arms wrapped around him.

               MATT AND JEANNIE

                                     MATT
                              (pridefully)
                         You little stinker!

                                     JEANNIE
                         You big stinker.

                                     MATT
                         My little stinker.

                                     JEANNIE
                         My big stinker.

               The background to this intimacy is enormously alive. The 
               Lead Actress and the Character Actor laughing out loud. In 
               the b.g., we see the audience filling out preview cards as 
               the FLOOR MANAGER leans in to say:

                                     FLOOR MANAGER
                         It's okay, Jeannie. Take a minute. 
                         We just need to get that hug at the 
                         end.

                                     MATT
                              (to Floor Manager)
                         Amazing, right?

                                     FLOOR MANAGER
                              (to Jeannie)
                         You were great.

                                     JEANNIE
                         Thank you. That's nice.

                                     MATT
                         You look happy.

                                     JEANNIE
                         I loved it, Daddy.

               Matt starts to walk her back to the set.

                                     MATT
                         You want me to put you down?

               Her answer surprises him.

                                     JEANNIE
                         No. This is okay.

                                     MATT
                         Okay... Now, you're not finished 
                         until you hug the lady just like you 
                         did me.

               He puts her down. She turns from him to go back to work but, 
               on impulse, he restrains her. He is kneeling down, holding 
               her lightly by the arms, her back to him as he states an 
               ultimate truth:

                                     MATT
                         I'm very proud of you. I love you 
                         more than anybody.

               Jeannie, shocked by her father's unprecedented sentiment, 
               turns to face him and clamp a hand over his mouth so he will 
               add no more lush and primal affection. Having silenced him 
               though, she finds that she has something of her own to say. 
               She'd never tell it to her father, but she can't resist 
               telling it to her acting coach.

                                     JEANNIE
                         When I had to cry, I thought of you 
                         buried in the ground.

                                     MATT
                              (a beat, then)
                         Give me a kiss.

               She does.

               INT. DRESSING ROOM - NIGHT

               The cast of Rainbow House taking off their make-up, changing 
               clothes, etc. This is more than high energy and excitement--
               what's the opposite of trauma? All are off the wall with 
               pleasure--the MUSICAL LIFE of the earlier dressing room scene 
               returning--peaks of glee resulting in sung phrases as before. 
               Jeannie enters and is immediately surrounded with love, 
               attention and ad-libbed compliments about her work. In this 
               glare of good will, Jeannie turns gloriously shy.

                                     BLACK LEAD ACTRESS
                         Do you have any idea how special you 
                         were?
                              (on Jeannie's goony 
                              reaction)
                         That looks like a 'yes.' You've got 
                         to get dressed for the party.

                                     JEANNIE
                              (overwhelmed)
                         There's more?
                              (then)
                         What will I wear?

                                     BLACK LEAD ACTRESS
                         Go to wardrobe; they'll give you 
                         anything you want.

               ON JEANNIE

               She moves to her dressing table--sits, looks in the mirror 
               and giggles uncontrollably.

               INT. BACKSTAGE AREA - NIGHT

               Matt stands waiting for Jeannie. Nan approaches.

                                     NAN
                         It didn't sell.

                                     MATT
                         This show didn't sell?!? How do you 
                         know so fast?

                                     NAN
                         It's the first time they had me do 
                         cards for a pilot and the demographics 
                         are all wrong for after nine o'clock. 
                         That's their only opening.

               Jeannie exits the make-up room aglow. She is wearing an 
               incredibly stylish outfit and her hair is in an expertly 
               done intricate braid.

                                     NAN
                         Hi. I'm Nan. I'm a good friend of 
                         your Dad's.

                                     JEANNIE
                         Hello, Nan. I'm Jeannie. Did you see 
                         it?

                                     NAN
                              (to Jeannie)
                         Yes, and you were wonderful.
                              (aside to Matt)
                         89 percent likeability.
                              (to Jeannie)
                         And knowing that you were that good 
                         means so much more than the show not 
                         going.

                                     JEANNIE
                         What?

                                     NAN
                         Oh, no.
                              (to Matt)
                         I couldn't help it.

                                     JEANNIE
                         What does she mean?
                              (to Nan)
                         What do you mean?
                              (to Matt)
                         What does she mean?
                              (to Nan)
                         What do you mean?

                                     MATT
                         That they're not going to be doing 
                         any more of these shows right now--
                         but...

                                     JEANNIE
                              (struck)
                         Oh, my God.

                                     MATT
                         Honey...

                                     JEANNIE
                         And that means they're not going to 
                         have a party?

                                     MATT
                         No. They're still having the party.

                                     JEANNIE
                              (totally relieved)
                         Oh... really?... good... can we stay 
                         late?

               To which Matt answers:

                                     MATT
                         Honey, we're going to close the place.

               EXT. ROOF GARDEN - NIGHT

               The door to the roof garden opens and Jeannie enters--her 
               dad behind her as she sees the party... the sparkling lights, 
               the decorations, the other kids and MUSIC... our opening 
               song... "WOW".

               ON JEANNIE

               As her father urges her into the flow. She passes Millie, 
               who is dancing with the boy who held Jeannie's hand.

                                     MILLIE
                         I cast him so he has to dance with 
                         me, but I'm sure he'd prefer dancing 
                         with you.

                                     BOY
                              (to Jeannie)
                         Come on. You know how?

                                     JEANNIE
                              (angrily, with disdain)
                         Yesssssss.

               They begin to dance with the others. MUSIC SLOWS IN TEMPO as 
               we indicate TIME PASSAGE and:

               ANGLE ON BURKE AND MATT

               Perched on a ledge eyeing the party.

                                     BURKE
                         I'm not comfortable with television 
                         anyway... it's too small... I'm much 
                         better at something with size... I 
                         don't do itzy. Even this movie of 
                         Cathy's--it's small... medium small. 
                         But with Stone it takes on a certain 
                         volume where I start to feel 
                         comfortable.
                              (out of nowhere)
                         I hate my life...
                              (backtracking)
                         ...in a way. I had a drink in my 
                         office. I'm confused. You're not 
                         saying anything. Is it because you're 
                         not listening or because I haven't 
                         stopped talking?

                                     MATT
                         This Oliver Stone thing... does he 
                         really want me?

                                     BURKE
                         Yeah. Oh, yeah. I forgot to say 
                         congratu...

                                     MATT
                         Which part?

                                     BURKE
                         Which one you want?

                                     MATT
                         One of the two leads wouldn't be 
                         bad.

                                     BURKE
                         No. It's the crippled factory owner.

                                     MATT
                         Best part in the movie.

               He gets off the ledge and starts to move away... Burke moves 
               quickly to cut him off.

                                     BURKE
                         Wait a second.

                                     MATT
                         I want to see my kid.

                                     BURKE
                         A second--look, they're taking the 
                         cast picture now anyway.

               THEIR POV

               Jeannie, working her way to the absolute middle of the cast 
               picture, where she plops on someone's lap.

               BACK TO SCENE

                                     BURKE
                         She doesn't look anything like the 
                         women I usually go with. And you 
                         know what they say, "beauty fades." 
                         What they don't say is that it fades 
                         very slowly.

                                     MATT
                         You don't think I can tell you what 
                         to do?

                                     BURKE
                         No. Only I can do that. I want you 
                         to tell me what to feel...
                              (he begins to use his 
                              fingers to run down 
                              Nan's qualities)
                         Look. I trust her. More important, 
                         everyone does. You have no idea how 
                         impressed people are with her. She's 
                         smart. She's interesting. You never 
                         know what she'll say next... Her 
                         work is amazing. I like talking to 
                         her. You have no idea what to expect 
                         next. I respect what she does more 
                         than any writer or director--sincerely--
                         much more unusual--much more 
                         important. So?

                                     MATT
                         Good luck.

               He walks away. Burke waves a grateful goodbye and looks around 
               the room until he sees:

               BURKE'S POV - NAN ACROSS THE ROOF

               Nan eating cake with her hands. She sees him. He indicates 
               he would like to dance. She does not move a muscle in 
               response... Still, he walks towards her. She begins to shake 
               her head, "no." He shifts uncomfortably, but keeps coming 
               until he reaches her side.

               ON NAN AND BURKE

                                     BURKE
                         Dance with me.
                              (she shakes her head)
                         On a business basis.

                                     NAN
                         No.
                              (he turns away, 
                              dejected)
                         But I'll dance with you because I 
                         think it will reassure me that I 
                         should have nothing to do with you.

                                     BURKE
                         I'll take it.

               As they dance.

                                     NAN
                         Why are you breathing so heavy?

                                     BURKE
                         Nervous... Look, let's move our thing 
                         in a more regular direction.

                                     NAN
                         What do you mean?

                                     BURKE
                         Let me think.
                              (then)
                         What if we go out this weekend...
                              (before she can say 
                              "no")
                         ...with your kid.

               Several more beats of dancing--as he awaits her answer.

                                     NAN
                         ...whose name is?

                                     BURKE
                         Whose name is...
                              (then, triumphantly)
                         Leslie.

                                     NAN
                         Okay.

               SONG BACK--"WOW"... sung as a chorus... a slower cadence for 
               the romance as we... CHANGE MUSIC and they dance more closely. 
               The song slows for time passage and MUSIC CHANGES to "BE MY 
               MIRROR" as we...

                                                               DISSOLVE TO:

               EXT. DESERTED POPCORN PICTURES ROOM - ONE HOUR LATER

               Matt and Jeannie--the last ones there. He holds her in his 
               arms, dancing. She is asleep. He dances her to a chair with 
               her wrap on it... shifts her around, wrestling to get it on. 
               She wakes up and puts it on herself.

                                     JEANNIE
                              (looking around 
                              satisfied)
                         Last ones here.

                                     MATT
                         Well, I told you.

               He takes her hand and starts to lead her towards the stair 
               shed--then:

                                     MATT
                         I never got to see your bow.

               She looks up, smiling pridefully, to see her father smiling 
               back pridefully.

                                     JEANNIE
                              (as if it's a great 
                              sacrifice)
                         Oh, all right.

               She bows. It is a bow all her own.

                                                                  FADE OUT:

                                         THE END