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Inventing The Abbotts Movie Script

Writer(s) : Ken Hixon

Genres : Drama, Romance

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INVENTING THE ABBOTTS

           Screenplay by

             Ken Hixon


       From the Short Story by

             Sue Miller




        March 21, 1996 DRAFT


 FOR EDUCATIONAL PURPOSES ONLY

                          INVENTING THE ABBOTTS


       FADE IN:


1EXT. ABBOTT HOME - STREET (HALEY, ILLINOIS) - DAY                 1
       (LATE SPRING, 1957)

       OPENING CREDITS ROLL over a TENT MONTAGE -- ASSORTED
       ANGLES of a group of men hard at work erecting a large
       striped "big-top" style canvas tent, INCLUDING: The long
       steel stakes being sledge-hammered into the lawn,
       practiced hands rapidly rigging the lines, the tall
       center poles being leveraged upright, the heavy rolled-up
       sections of canvas being maneuvered into position, and
       ENDING WITH the canvas being hoisted up the poles as the
       tent assumes its full and finished form.


NEW ANGLE - TENT

       -- on the front yard of the Abbott mansion. The
       residence is on Main Street, four blocks from where the
       commercial district begins. The mature, over-arching
       trees makes this street of prosperous houses a grand
       promenade.


2EXT. ABBOTT HOME - STREET - DAY                                   2

       JACEY HOLT and DOUG HOLT walk along the sidewalk on their
       way to school. Jacey is seventeen; he's as handsome and
       seemingly self-confident as his younger brother is
       rumpled and impulsive. Doug is fifteen, a popular
       culture chameleon who takes on the colors and
       affectations of whomever his "hero" is at the moment
       (which presently happens to be Elvis Presley).

       Jacey stops and stares with open-faced misery at the tent
       on the Abbott's front yard (the installation of the tent
       indicates that the Abbott's are having yet another of the
       many parties they throw every year).

                                 DOUG
                   Didn't get invited, huh?

                                 JACEY
                   Go to hell.

                                DOUG
                   Who cares? I'm not going and I
                   got invited.

                                 JACEY
                   Who invited you?

                                                     (CONTINUED)

         INVENTING THE ABBOTTS - Rev. 2/16/96                     2.

2CONTINUED:                                                                2

                               DOUG
                 Pam, I guess. I don't know.
                 Didn't open the envelope. I mean,
                 come on, every time an Abbott girl
                 gets her period they have some
                 party.

                                 JACEY
                 Oh, shut up.

                               DOUG
                 Kotex parties, Kotex party hats,
                 pin the Kotex on the...

                                 JACEY
                 Shut up!

       Jacey swats Doug's school books out from under his arm --
       Doug charges his brother to retaliate but they are rudely
       interrupted by a CAR HORN. They scurry out of the way as
       LLOYD ABBOTT pulls his 1957 Cadillac out of the driveway
       and cruises down the street. Lloyd is a well-dressed-
       and-fed man in his mid-forties. A Midwestern burgher, he
       exudes the status he enjoys as one of the preeminent
       pillars of this community. Doug is embarrassed by
       Lloyd's passing, but Jacey evidently experiences a deeper
       humiliation -- he gives Doug a glance of betrayal, turns
       and walks down the block.


3      OMITTED                                                         3


4INT. HIGH SCHOOL - CORRIDOR - DAY (SHORT TIME LATER)                      4

       ELEANOR ABBOTT gathers some books from her locker.
       Eleanor is sixteen, outgoing, sarcastic, and very
       popular. She is the middle of the three Abbott
       daughters. Eleanor closes her locker, turns and
       discovers Jacey standing behind her. He follows her down
       the busy hall.

                               JACEY
                 I tried to call you last night but
                 the line was busy.

                                 ELEANOR
                 No it wasn't.

                                                        (CONTINUED)

         INVENTING THE ABBOTTS - Rev. 3/20/96                    3.

4CONTINUED:                                                               4

                               JACEY
                 It was busy all night.

                               ELEANOR
                 Maybe you had the wrong number?

                               JACEY
                 Are you mad at me?

                                ELEANOR
                 No.   Are you mad at me?

                                JACEY
                 No.   Who said I was?

                                  ELEANOR
                 I did.

                               JACEY
                 I just wanted to talk to you last
                 night.

                               ELEANOR
                 We can talk tonight at the party.

                               JACEY
                 I wasn't invited.

                                  ELEANOR
                 Yes, you were.

                                  JACEY
                 No, I wasn't.

                               ELEANOR
                 Well, now you are. But if you're
                 mad at me you don't have to come.

       She gives him a sultry smile, turns and glides into a
       classroom as the BELL RINGS. The corridor is quickly
       vacated by all but Jacey -- he savors the aftertaste of
       Eleanor's smile.


5      EXT. HOLT HOME - EVENING (MAGIC HOUR)                          5

       ESTABLISHING ANGLE of the modest two-story clapboard
       house in a working class neighborhood. A home-made ping-
       pong table takes up so much room in the detached garage
       that it forced the eviction of the family car, a 1950
       Plymouth coupe, which is parked nearby on the driveway.
       The garage doors are open and the garage light is on.

       We hear (V.O.) DOUG SINGING bits and pieces of
       "Heartbreak Hotel" in his best Elvis fashion.

      INVENTING THE ABBOTTS - Rev. 3/20/96                  3A/4.

6   INT. HOLT HOME - BATHROOM - EVENING (MAGIC HOUR)             6

    Doug stands in front of the bathroom mirror (wearing a
    coat and tie) still singing "Heartbreak Hotel" while he
    carefully draws sideburns on his face with a wide-nib pen
    and a bottle of India ink. Jacey's reflection appears in
    the mirror behind Doug -- he's wearing a coat and tie too.
    Jacey does a pained take on Doug's handiwork:

                            JACEY
              Oh, Christ!

7   INT. DINING ROOM - EVENING (MAGIC HOURMINUTES LATER)         7

    HELEN HOLT is seated at the dining table. She was
    grading a stack of spelling tests with a red pencil when
    Jacey and Doug came in to ask her to adjudicate the
    matter at hand. She is an attractive but unostentatious
    woman without interest in appearing to be anything other
    than what she is: a forty-one-year-old widow raising two
    teenage sons on a school teacher's salary. (She teaches
    second grade at Haley Elementary School.)

                            JACEY
              He has to wash it off, Mother.
              You cannot let him go to the party
              unless he washes it off.

                            DOUG
              It'll look worse if I wash it.
              It's India ink, it'll turn gray,
              it'll look like dirt.

                            JACEY
              He looks like such a clown and he
              doesn't even know it! He doesn't
              get how things work in this town.
              I thought you weren't even going
              to the party?

                            DOUG
              Changed my mind.

                            HELEN
              Doug, you do understand that you
              may be the only person at this
              party with artificial sideburns?

                            DOUG
              Yeah.

                            HELEN
              You do understand that your
              sideburns don't look real?

    Doug was hoping they didn't look that phony, but he
    conceals his disappointment and nods:
                                                  (CONTINUED)

         INVENTING THE ABBOTTS - Rev. 2/16/96                    5.

7CONTINUED:                                                           7

                                 DOUG
                 Yeah.

                               HELEN
                 That they look, really, as though
                 you'd drawn them on?

                                DOUG
                         (swallows, then
                          shrugs)
                 Yeah.

       She looks hard at Doug for a beat, then turns to Jacey.

                               HELEN
                 Well, darling, it seems he does
                 understand. Why don't you just go
                 on to the party and ignore Doug.
                 Just have a good time and pretend
                 you don't even...


       Jacey curses under his breath and storms out the front
       door before his mother can finish her sermon.


8EXT. ABBOTT HOME/TENT - STREET - LATER THAT NIGHT                    8

       The curb is lined with parked cars. We hear a dance band
       playing "QUE SERA" and the sounds of the party as Doug
       lopes up the sidewalk sporting his India ink sideburns
       and smoking a cigarette. He flicks the cigarette into
       the street with well-rehearsed ease as he turns and walks
       up the long driveway towards the glowing "big-top" tent.
       Doug trails his hand over Lloyd Abbott's Cadillac,
       caressing it from hood-to-trunk as he ambles by.


9INT. ABBOTT HOME/TENT - NIGHT                                        9

       Doug enters the tent and surveys the gathering -- a
       tuxedoed ten-piece band plays on the bandstand.

       Despite his mother's advice, a nauseated grimace falls
       over Jacey's face when he sees that his younger brother
       has arrived. He is dancing with Eleanor.

                                                     (CONTINUED)

                                                                 6.

9CONTINUED:                                                           9

       They dance past a group of young men on the sidelines
       (Jacey's senior classmates), they are all edgy with envy,
       waiting like predators for their chance to dance with
       Eleanor.

                               ELEANOR
                 I'm going out to the lake
                 tomorrow. Sandy wants to show-off
                 her dad's new boat. Why don't you
                 come?

                               JACEY
                 I have to work.

                               ELEANOR
                 Well, I guess you'll just have to
                 write me a letter.

                               JACEY
                 What do you mean?

                               ELEANOR
                 You said you wanted to talk to me
                 in private.

                               JACEY
                 I meant... just... we never get a
                 chance to be together, alone, you
                 know?

       STEVE (one of the envious classmates) makes his move and
       cuts in on Jacey and dances away with Eleanor. Jacey
       handles it with aplomb but his true irritation at being
       separated from the object of his desire reveals itself as
       he observes Eleanor flirting with her new dance partner.


10       INT. ABBOTT HOME/TENT - BUFFET TABLE - DOUG                  10

       -- sampling the hors d'oeuvres. He places the ones he
       doesn't like back onto the platter. PAMELA ABBOTT steps
       over to Doug. She is his age (fifteen), the youngest of
       the Abbott girls, and the least stuck-up.

                                  PAMELA
                 Hi.

                 u                DOUG
                 Hi.

       She points at Doug's chest.

                                  PAMELA
                 Like your tie.

                                                       (CONTINUED)

       INVENTING THE ABBOTTS - Rev. 2/16/96                   7.

10     CONTINUED:                                                   10

     Doug glances down at his tie and Pam flips her index
     finger up across the tip of his nose. Doug scowls and
     points at her bust.

                             DOUG
               Can I borrow a Kleenex?

                             PAMELA
               Greaser.

                             DOUG
                      (mouth full of
                       food)
               Got any smokes around here?


11   INT. ABBOTT HOME - BACK YARD - NIGHT                          11

     Doug and Pam smoke their cigarettes in the back yard.
     The tent can be seen in the b.g. The band is playing
     "MONA LISA."

                             DOUG
               So, is this Peter guy Alice is
               gonna marry rich?

                             PAMELA
               Of course. He's one of the Atlas
               Steel Vanlaninghams. Pittsburgh.
               He's a bully.

                             DOUG
               So how come Alice's marrying him?

                             PAMELA
               Because my parents want her to and
               Alice is afraid of my parents.
               It's practically an arranged
               marriage. They think Alice has
               peanut shells for brains or
               something, so they sort of
               suggested that maybe it was time
               to tie the old knot and they sort
               of suggested that Peter was the
               one to do it with.

                             DOUG
               Jeez, no one can be that much of a
               pushover.

                                                    (CONTINUED)

       INVENTING THE ABBOTTS - Rev. 2/16/96                    8.

11     CONTINUED:                                                   11

                             PAMELA
               Look, Alice is the good daughter,
               Eleanor is the bad one, and I'm
               the one who sort of gets off the
               hook. That's just the way it
               works. Which one are you?

                             DOUG
               You mean, which kind of brother am
               I? You got me? The little
               brother, I guess.


12     INT. ABBOTT HOME/TENT - NIGHT (SHORT TIME LATER)             12

     The band improvises a FANFARE as Lloyd Abbott and his
     wife, JOAN ABBOTT, step up onto the bandstand. Joan has
     the practiced poise of a former beauty queen (as if her
     smile had been surgically sewn onto her face). She has a
     tendency to smoke and drink a bit too much and eat and
     sleep a bit too little.

                             LLOYD
               Ladies and Gentlemen -- I'd like
               to propose a toast in honor of our
               cause for celebration tonight --
               the engagement of our daughter,
               Alice, to Mister Peter
               Vanlaningham.

     He gestures to ALICE ABBOTT and her fiance PETER
     VANLANINGHAM. Alice is nineteen, the eldest and the
     prettiest and seemingly most conventional of the three
     sisters. Peter is the scion of a wealthy Pittsburgh
     family. He and his bride-to-be smile and acknowledge the
     applause and AD-LIBBED toasts.

     The band strikes up "I Got the World on a String" and
     Joan whispers something to Alice -- Alice goes over to
     Lloyd and (despite his mock-protest) pulls him out onto
     the dance floor.

                                                    (CONTINUED)

                                                                  9.

12       CONTINUED:                                                    12

       The guests applaud their uninspired box-step; neither
       father nor daughter appear comfortable at such close
       quarters.


13       EXT. ABBOTT HOME - DRIVEWAY & TENT - NIGHT                    13

       The party is going full swing as Doug wanders out of the
       tent and walks down the driveway. He's had enough of
       high society for tonight.


14       EXT. SIDEWALK (HALEY) - NIGHT                                 14

       Doug strolls along the sidewalk (in a residential
       neighborhood) softly singing "You Ain't Nothin' but a
       Hound Dog." He pauses beside a rubbish can on the curb,
       strikes a wooden match, and sets the trash on fire. As
       he nonchalantly continues down the sidewalk we see
       several trash cans on fire in the near distance.


15       EXT. ABBOTT HOME - BACK YARD - NIGHT                          15

       Eleanor necks with Steve (Jacey's rival) on the glider in
       the gazebo in the distant corner of the yard. The sounds
       of the PARTY can be heard in the b.g. (the band is
       playing "In Old Monterey"). Jacey stands in the shadows
       of the shrubbery spying on them with pure heartache.


16       EXT. STREET (HALEY) - NIGHT (SHORT TIME LATER)                16

       Jacey walks home with his eyes brimming with bitter tears
       -- past the smoldering rubbish cans along the curb.


17       EXT. HOLT HOME - SIDEWALK & GARAGE - NIGHT                    17
(MINUTES LATER)

       As Jacey turns up the driveway, a light snaps on in the
       garage. The garage doors are open, Doug sits on the edge
       of the ping-pong table smoking a cigarette with his hand
       still on the light fixture pull chain.

                               DOUG
                 Three out of five?

                               JACEY
                 Two out of three. You serve.

       Jacey and Doug pick up their paddles and begin a game of
       ping-pong. They are expert players and fierce
       competitors.

       INVENTING THE ABBOTTS - Rev. 2/16/96                   10.

18     EXT. TEXACO GAS STATION (DOWNTOWN HALEY) - NEXT DAY          18

     Lloyd Abbott pulls his (1957) Cadillac up to the pumps.
     The DING-DING of the BELL HOSE summons Jacey. He wears a
     Texaco uniform complete with bow tie and cap.

                              JACEY
               'Morning.

                              LLOYD
               Fill 'er up.   Hi-test.

     Jacey sets the pump nozzle on automatic and cleans the
     windshield. Lloyd slips the ashtray out of the dash,
     climbs out of the car, and empties the ashtray in the
     trash can.

                             JACEY
               That was a nice party last night.

                             LLOYD
               You were there?

                              JACEY
               Yes, sir.   Eleanor invited me.

                             LLOYD
               Did she? Didn't see you.
                      (slight beat)
               You going to be an engineer like
               your dad was?

                             JACEY
               I want to be an architect.

                             LLOYD
               Hmmm... I guess some people care
               more about having ideas that they
               do about making money.

                             JACEY
               I care about making money.

     Lloyd idly examines the mechanism on the ashtray that
     enables it to slide in-and-out of the dash.

                             LLOYD
               That full suspension file drawer
               your dad invented is still in
               production, did you know that?
               We'll ship thirty-maybe-forty
               thousand of those file cabinets
               this year. Hell, that drawer put
               Midwest Steel Desk on the map.

                              JACEY
               Yes, sir.   I know.
                                                   (CONTINUED)

                                                                 11.

18      CONTINUED:                                                     18

                              LLOYD
                An architect, huh?

      The GAS NOZZLE CLICKS OFF, Jacey hangs up the nozzle, and
      replaces the gas cap. Lloyd pulls out his wallet.

                              LLOYD
                You want some free advice?

                               JACEY
                Sure.

                              LLOYD
                Don't waste your life making other
                people rich. Keep the change.

      He hands Jacey a five-spot and gets into his car. Lloyd
      drives away in his Cadillac. Jacey crumbles the five
      dollar bill into a ball. As he returns to the office he
      catches his reflection in the mirror of the cigarette
      machine. He frowns and pulls off his cap and bow tie.


A19     INT. BOATHOUSE (LAKE) - LATER THAT DAY                         A19

      The abandoned boathouse is a dilapidated structure
      situated on an isolated shore of the large lake. Doug
      strikes a wooden match, shepherds the flame, leans over,
      holds the match to his ass and lights a fart. The
      amorphous blue flame flares and almost instantly
      disappears as the gas is consumed. VICTOR, Doug's
      partner in crime and best friend, is impressed. (Victor
      is fifteen, too.)

                               VICTOR
                Jeez Louise!   How'd you do that?

                              DOUG
                Intestinal gas -- produced by
                bacterial metabolism of food
                residues in the colon. A mixture
                of oxygen, hydrogen, carbon
                dioxide, and methane. That's the
                secret ingredient.

                              VICTOR
                What's so secret about it?

                              DOUG
                Not everyone can produce methane.
                It's genetic, that means it's
                inherited. There's a lot of
                methane in my family.

                                                     (CONTINUED)

        INVENTING THE ABBOTTS - Rev. 2/16/96                    12.

A19     CONTINUED:                                                    A19

                              VICTOR
                You're full of shit.

                              DOUG
                Look it up, it's all in the
                encyclopedia.

                              VICTOR
                They don't got farts in the
                encyclopedia.

                              DOUG
                Hey, they got 'vagina' in the
                dictionary, they got farts in the
                encyclopedia.

      The ROAR of a PASSING SPEEDBOAT attracts Doug's interest.

                              VICTOR
                       (incredulous)
                Vagina is in the dictionary?

                               DOUG
                'A canal leading from the uterus
                to the vulva'.


                              VICTOR
                You sure read a lot, man.
                       (slight beat)
                A canal?


B19     EXT. BOATHOUSE DOCK (LAKE) - CONTINUOUS ACTION - DAY          B19

      Doug steps out of the boathouse onto the   sagging dock and
      sees a fast speedboat cutting across the   lake towing a
      male water skier. (Another young man is    driving the boat
      with two young women in bathing suits as   passengers.)
      Victor comes out as the speedboat's wake   rocks the old
      dock.

                              VICTOR
                Assholes!

                              DOUG
                It's Jacey -- that's him skiing.
                He must've skipped out on work.


19      EXT. LAKE - ANGLE ON SPEEDBOAT                                19

      -- with Jacey skiing behind it. STEVE is at the helm.
      Eleanor and SANDY lounge in their bathing suits.

                                                      (CONTINUED)

                                                               13.

19     CONTINUED:                                                    19

     As they pass a ski ramp Steve points to it. Jacey gives
     him a thumb's up gesture and Steve circles the boat
     around for the approach.

                              SANDY
               No way!   He's never done the ramp.

                             STEVE
               He wants to do it.

     Steve lines up the approach and pushes the throttle open.

     Jacey swings out on the end of the tow-rope and pops over
     the wake.

     Eleanor leans over to Steve.

                             ELEANOR
               You know you're going too fast?

                                STEVE
                      (grins)
               Yeah, I know.

     The boat zips by the ramp and Jacey's skis contact the
     slippery surface and his skis go out from under him. He
     takes a hard bounce, loses hold of the tow-rope, and goes
     tumbling over the apex of the ramp into the water.


20     INT. HOLT HOME - BATHROOM - THAT NIGHT                        20

     Jacey is soaking in the bathtub.   Doug enters without
     knocking.

                                DOUG
               Time to eat.

     Doug washes his hands. Jacey climbs out of the tub and
     fetches a towel. And Doug reacts to...

                                DOUG
               Jesus Christ!

     Jacey's back and buttocks are severely bruised. Jacey
     wraps the towel around his waist and turns to his
     brother.

                             JACEY
               Don't tell Mom.

                                DOUG
               Oh, shit...

                                                     (CONTINUED)

                                                              14.

20     CONTINUED:                                                   20

                             JACEY
                      (cutting him off)
               Just don't tell Mom. All right?

                             DOUG
               Yeah, okay, all right.

     Jacey walks out of the bathroom.


21     EXT. TEXACO STATION (DOWNTOWN HALEY) - DAY (SUMMER 1957)     21

     Lloyd Abbott's 1957 Cadillac pulls up to the pumps.
     Lloyd is behind the wheel, Joan sits next to him, Eleanor
     and Pamela are in the back seat. The DING-DING of the
     BELL HOSE summons...


22     INT. TEXACO STATION - JACEY                                  22

     -- sticks the mop he's been using into a pail and goes to
     answer the bell. He hesitates as he sees the Abbotts and
     lets another attendant wait on them. He retreats into
     the garage and resumes mopping the floor.

                               ELEANOR (O.S.)
               Hi.

     Jacey finds Eleanor standing in the garage doorway.

                             ELEANOR
               Congratulations.

                               JACEY
               For what?

                             ELEANOR
               I heard you got accepted to Penn.

                               JACEY
               Oh.   Yeah.   Thanks.

                             ELEANOR
               How'd you swing an Ivy League
               school like that?

                             JACEY
               My grandfather went there.   I had
               the grades, so...

                             ELEANOR
               It stinks in here.

                             JACEY
               I dropped something.
                                                    (CONTINUED)

                                                            15.

22     CONTINUED:                                                 22

                             ELEANOR
               Yeah, me.

                             JACEY
               I just thought you and Steve...

                             ELEANOR
               Well, that's what you thought. I
               think Steve is... I don't even
               know what I think about Steve, I
               never think about him. I just do
               things. And let other people
               figure them out. That's what
               parents are for. They're real
               good at doing all the thinking.
               Why should I?
                      (slight beat)
               Alice is going to have a baby.
               She and Kilroy didn't waste any
               time. He's already talking about
               having another, and Alice is up-
               chucking every hour on the hour.
               She's got morning-noon-and-night
               sickness. I've got the feeling
               she'll be barefoot and puking for
               years to come. Wallpaper patterns
               -- that's all she talks about.
               She and my mother spend hours
               looking at wallpaper pattern
               books. That's another thing I
               never think about... wallpaper.
                      (another beat)
               Well, I think this is called the
               silent treatment. I get enough of
               that from my father, I don't need
               it from you. Good luck at Penn.

     She starts to walk away, but Jacey pulls her back and
     kisses her fiercely -- Eleanor responds with equal heat.
     They don't see Pamela enter the garage. Pam studies them
     for an imperturbable beat, then:

                             PAMELA
               Come on, Eleanor -- Dad's waiting.


23     EXT. TEXACO STATION - DAY (MOMENTS LATER)                  23

     The Abbotts drive away. Jacey stands in the garage in
     the b.g. He watches the Cadillac disappear into traffic.

       INVENTING THE ABBOTTS - Rev. 3/20/96                    16.

24     EXT. DOWNTOWN HALEY - INSIDE CADILLAC                         24

     -- with Lloyd behind the wheel, Joan in the front
     passenger seat, and Eleanor and Pam in the back seat.
     Lloyd says to Eleanor:

                               LLOYD
                 Stay away from him.

                               ELEANOR
                 Who?

                               LLOYD
                 Jacey.

                               ELEANOR
                 Why?

                               LLOYD
                 Because I said so.


25     OMITTED                                                       25

26   EXT. IRON SKILLET RESTAURANT - DAY (TWO WEEKS LATER)          26

     A family-style restaurant in the center of town. It's
     a sweltering, hot July day. Heat shimmers off the
     sidewalk.


27     INT. IRON SKILLET RESTAURANT - DAY                            27

     The decor is mock-Colonial. Victor and Doug (in their
     bus boy uniforms) are stocking a waitress station with
     silverware, coffee cups, and water glasses.

                               VICTOR
                 We should have a party out at the
                 boathouse, man. That's what we
                 should do.

                               DOUG
                 Sure.

                               VICTOR
                 You know, invite some girls.

                               DOUG
                 Right.

                               VICTOR
                 Get some beer, go swimming. Look
                 up a few words in the dictionary.

                                                     (CONTINUED)

       INVENTING THE ABBOTTS - Rev. 3/20/96                     17.

27     CONTINUED:                                                     27

                             DOUG
               Yeah, like 'boring' or 'eunuch.'

                              VICTOR
               Eunuch?   What's that?

                             DOUG
               It's Latin for bus boy.

     WEBB CROSBY, the proprietor of the restaurant, steps
     over.

                             WEBB
               Business is a little light today,
               too damn hot. Which one of you
               knuckle-heads wants to get off
               early?

                             DOUG & VICTOR
                      (in unison)
               Me... I do.

                             WEBB
                      (takes out a coin)
               Call it in the air...


28     EXT. IRON SKILLET RESTAURANT - DAY (MINUTES LATER)             28

     Doug bicycles away (he won the coin toss).


29     INT. HOLT HOME - KITCHEN - DAY (SHORT TIME LATER)              29

     Doug sails through the back door. He gets a bowl out of
     the cupboard and fetches the ice cream scoop from a
     drawer.


30   INT. HOLT HOME - GARAGE - CONTINUOUS ACTION - DAY            30

     Doug enters with the bowl and ice cream scoop in hand.
     He lifts the lid of the freezer, reaches for a carton of
     ice cream and something startles him. He cocks his head
     to listen and slowly lowers the freezer lid.

     He peers into the silvery, dim light and sees Jacey and
     Eleanor naked on an old daybed near the coal bin in the
     back of the garage. She is on top of Jacey, riding him
     rhythmically. Eleanor is facing Doug. She reacts without
     alarm or shame when she notices Doug staring at her. She
     coolly returns his stare. Doug tries, but he's unable to
     avert his eyes.

                                                   (CONTINUED)

       INVENTING THE ABBOTTS - Rev. 3/20/96                     18.

30     CONTINUED:                                                     30

     Eleanor only shifts her gaze when distracted by her
     orgasm, which triggers Jacey's -- as she recovers her
     composure she says:

                               ELEANOR
                 Hi, Doug.

     Jacey bolts upright, throwing her off of him, and shouts:

                               JACEY
                 Get out!!!

     Doug drops the bowl and scoop and charges out of the
     garage.


31     EXT. HOLT HOME - STREET - DAY (SECONDS LATER)                  31

     Doug races away from the house on his bicycle -- pumping
     furiously and sweating profusely.


32     EXT. LAKE - DAY (SHORT TIME LATER)                             32

     Doug dives into the lake in his underpants, then
     surfaces. The water has cooled his body, but not his
     mind.


33     OMITTED                                                        33


34     INT. HOLT HOME - JACEY'S BEDROOM - DAY (EARLY FALL 1957)       34

     Helen assists Jacey as he packs his bags in preparation
     for his departure to college the next day.

                               HELEN
                 Oh, we forgot an umbrella.

                               JACEY
                 I'll buy a new one in
                 Philadelphia.

                               HELEN
                 And don't forget your sport coat.

                               JACEY
                 Yeah, I'll go pick it up.

                               HELEN
                 Take Doug with you.

                               JACEY
                 I'm just going to the cleaners.
                                                     (CONTINUED)

                                                                19.

34     CONTINUED:                                                     34

                             HELEN
               Take him along for the ride.   Go
               have a root beer at the
               Dog'n'Suds.

                             JACEY
               I gotta finish packing.

                             HELEN
               I'll finish up. Doug's going to
               miss you.

                             JACEY
               Baloney.

                             HELEN
               I think he will.

                             JACEY
               Not much.

                             HELEN
               Oh, dammit, Jacey, please -- take
               your brother with you.

                             JACEY
               Yes, ma'am.


35     EXT. STREETS OF HALEY - DAY (SHORT TIME LATER)                 35

     Jacey (behind the wheel) and Doug drive into town in the
     Plymouth coupe. After a long silence:

                             JACEY
               If Mom starts having problems with
               the car stalling just change the
               fuel filter. It gets clogged up
               when she lets the gas tank get too
               low.

                             DOUG
               Okay.

                             JACEY
               And every-once-in-a-while take her
               to the movies so she doesn't just
               sit around the house all the time
               reading.

                             DOUG
               She likes to read.

                             JACEY
               She reads too much.
                                                    (CONTINUED)

       INVENTING THE ABBOTTS - Rev. 3/20/96                    20.

35     CONTINUED:                                                    35

                             DOUG
               Okay, I'll take her to the movies.

                             JACEY
                      (slight beat)
               You want to go have a beer?

                              DOUG
               Root beer?

                              JACEY
               No, a beer.

                              DOUG
               A beer beer?

                              JACEY
               Yeah.

                             DOUG
               Where are we gonna get beer?

                             JACEY
               The bait shop. If you go in alone
               and nobody else is in the store,
               Ernie'll sell you a couple of
               bottles.


36   EXT. DIRT ROAD (COUNTRYSIDE) - DAY                           36

     The Plymouth is parked on a dirt lane separating two
     cornfields. Jacey sits on the fender of the car nursing
     on a bottle of beer. Doug urinates between two rows of
     corn.

                             DOUG
               Remember that time I got my dick
               caught in my zipper?

     Jacey gives Doug a quizzical look.

                             DOUG
               You know, when I was in first
               grade. At school? In the boys'
               room? Remember I wouldn't let
               Mrs. Horton help me, so she went
               and got Mom out of her classroom,
               but I wouldn't let Mom help me
               either. I told her to go get you.
               Remember?

                             JACEY
               Yeah, I remember.

                                                    (CONTINUED)

                                                               21.

36     CONTINUED:                                                    36

     Doug retrieves his beer from the roof of the car. A
     semi-trailer drives past with "Midwest Steel Desk, Inc.
     -- Haley, Illinois" painted on its sides.

                             JACEY
               We should own that company.

                             DOUG
               What do you mean?

                              JACEY
               Midwest Steel Desk. Dad's file
               cabinet drawer. Lloyd Abbott
               screwed mom out of Dad's patent
               after he died.

                             DOUG
               Says who?

                             JACEY
               It's true.

                             DOUG
               Mom's not stupid.

                             JACEY
               I didn't say she was stupid.
               Lloyd's pretty smooth. That's why
               he owns the company.

                             DOUG
               He owns the company 'cause he
               married the boss's daughter.

                             JACEY
               He owns the company 'cause that
               patent saved the company's ass
               after the war, when all the war
               contracts dried up.

                             DOUG
               Well, maybe Mom sold it 'cause we
               needed the money.

                            JACEY
               What money? We never had any
               money. Money had nothing to do
               with it.

                             DOUG
               Then why did she sell the patent?

                                                   (CONTINUED)

                                                              22.

36     CONTINUED:   (2)                                             36

                             JACEY
               She just did, that's all that
               matters. And that's why we're
               driving this car and not that one.

     Jacey gestures to '57 Thunderbird convertible speeding
     past them. He finishes off his beer, then:

                             JACEY
               I guess you'll just have to be
               real careful zipping up your pants
               while I'm gone.

                             DOUG
               Yeah.


37     EXT. BUS DEPOT (DOWNTOWN HALEY) - NEXT DAY                   37

     Helen stands on the curb waving good-bye as the Greyhound
     bus carrying Jacey away to Philadelphia departs. Doug
     hangs back, leaning against the Plymouth's fender.


38     INT. HIGH SCHOOL - LIBRARY - DAY (SPRING, 1958)              38

     Doug steals lustful looks at Eleanor from behind his
     book. She is seated across the table from him. The
     library is filled with students poring over their
     assignments. Eleanor is seemingly oblivious to Doug's
     probing eyes.

     Doug allows his pencil to roll off the edge of the table.
     He ducks under the table to retrieve his pencil and his
     ruse is revealed as he stares up Eleanor's skirt at the
     soft triangle that her white panties cover between her
     parted legs. Eleanor's hand lowers a piece of notebook
     paper beneath the table, on it she has written: "Hi
     Doug!"

     Doug starts with panic, rears back, cracks his head on
     the bottom of the table, and then, as his head rebounds
     from the blow, he accidentally impales himself in his
     chin with the sharp pencil. Doug scrambles up from under
     the table with the pencil dangling from his chin,
     knocking over his chair in the process. The tranquility
     of the library is destroyed by the flabbergasted
     reactions of the students. Eleanor is momentarily
     concerned about his welfare, but she cannot help but
     laugh, too.

                                                               23.

39     EXT. STREETS OF HALEY - LATER THAT DAY                        39

     Doug morosely slouches along the sidewalk on his way home
     from school. He sports a Band-aid on his chin. Pamela
     Abbott pulls up alongside Doug and tails him in her 1958
     Dodge Custom Royal Lancer convertible (with the top
     down).

                             PAMELA
               How's your chin?

                                DOUG
               Drop dead.

                             PAMELA
               You want a ride?

                                DOUG
               Nope.

                                PAMELA
               You can drive.

                             DOUG
               I don't have my license yet.

                                PAMELA
               I don't care.


40     EXT. ROAD - COUNTRYSIDE - DAY                                 40

     The convertible speeds along the two-lane blacktop with
     Doug behind the wheel and Pamela sitting next to him.

                             PAMELA
               How come you never ask me out?

                                DOUG
               What for?

                             PAMELA
               For like a date, block-head.

                             DOUG
               I see you all the time.

                             PAMELA
               I don't mean hanging out.

                                DOUG
               Come on.

                             PAMELA
               You scared of me or something?

                                                   (CONTINUED)

       INVENTING THE ABBOTTS - Rev. 3/20/96                     24.

40     CONTINUED:                                                     40

                             DOUG
               Hell, no. I gotta job, I got
               school, I don't have time for
               dates and all that stuff.

                             PAMELA
               Then forget it.

                             DOUG
               It's not like we're... you know...
               like I'm your boyfriend or...

                             PAMELA
                      (cutting him off)
               I said forget it, so forget it.


41   INT. HOLT HOME - GARAGE - LATER THAT NIGHT                   41

     Doug sits on the ping pong table gazing at the daybed as
     he smokes a cigarette. His reverie is broken by Helen's
     voice calling him:

                              HELEN (V.O.)
               Doug?   Dinner...!


42     INT. HOLT HOME - DINING ROOM - NIGHT                           42

     Helen and Doug are at the dinner table.

                             HELEN
               I wish you wouldn't smoke in the
               garage, darling.

                             DOUG
               I don't smoke in the garage.

                              HELEN
               There's lots of old stuff out
               there, I don't want anything to
               catch on fire.

                             DOUG
               I don't smoke, Mom.

                             HELEN
               Well, just the same, I'd prefer it
               if you'd smoke in the backyard.

                             DOUG
               Yes, ma'am.
                      (slight beat)
               I gotta go, gonna be late.

                                                    (CONTINUED)

                                                              25.

42     CONTINUED:                                                   42

                              HELEN
               Late where?

     He rises from the table and fidgets with his napkin.

                             DOUG
               I... have a date, kind of.    It's
               Friday night, you know?

                              HELEN
               Yes, I know.   Well, have fun.

                              DOUG
               You too.

     Doug walks out of the dining room.


43     EXT. ABBOTT HOUSE - FRONT DOOR - NIGHT                       43

     Doug waits nervously for the doorbell to be answered.
     He's wearing a jacket and tie. Pamela opens the door and
     reacts with surprise.

                              DOUG
               Hi.

                             PAMELA
               Jesus... what do you want?

                             DOUG
               What are you doing tonight?   You
               want to go out?

                             PAMELA
               I don't believe you. You're
               crazy. I'm baby-sitting. My
               folks went out to dinner with
               Peter and Alice and I got tricked
               into watching the baby.

                              DOUG
               Oh.   Where's Eleanor?

                             PAMELA
               I thought you came over to ask me
               out?

                              DOUG
               I did.

                             PAMELA
               Good, 'cause Eleanor isn't here.

                                                    (CONTINUED)

     INVENTING THE ABBOTTS - Rev. 2/16/96                   26.

43     CONTINUED:                                                 43

                                DOUG
               Can I come in?

                                PAMELA
               No.

                                DOUG
               Why not?

                             PAMELA
               Because, you know, my parents
               aren't here.

                             DOUG
               Well... maybe some other time...

     Alice's BABY starts CRYING O.S. and Pamela grimaces.

                             PAMELA
               Oh, hell. Okay, but just for a
               little while.


44     INT. ABBOTT HOME - DEN - NIGHT (SHORT TIME LATER)          44

     An episode of "Death Valley Days" with commercials for 29
     Mule Team Borax AIRS on the deluxe console TV. Doug sits
     on the sofa smoking a cigarette. Pamela sits at the
     opposite end of the sofa.

                             PAMELA
               You're not like Jacey.

                                DOUG
               Why not?

                             PAMELA
               He's so... so trig and polished.

                             DOUG
               What's 'trig' mean?

                             PAMELA
               You know... handsome, sexy,
               sophisticated. Pipe-smokers.

                            DOUG
               Oh. I don't think Jacey smokes a
               pipe.

                             PAMELA
               Well, you don't have to smoke a
               pipe to be trig.

                                                   (CONTINUED)

     INVENTING THE ABBOTTS - Rev. 2/16/96                  26A.

44   CONTINUED:                                                   44

                            DOUG
             Oh.

                           PAMELA
             You think I'm... different than
             Eleanor?

                            DOUG
             Sure.

                            PAMELA
             Like... how?

                           DOUG
             Like... you're smarter.

                           PAMELA
             Yeah, real smart, that's why I'm
             baby-sitting and she's out having
             fun.
                    (slight beat)
             Eleanor's smart.

                           DOUG
             So how come she flunked biology?

                                                 (CONTINUED)

                                                              27.

44     CONTINUED:                                                   44

                             PAMELA
               Well, you're no Albert Einstein.

                             DOUG
               I got a three-point-two average.

                             PAMELA
               Doesn't mean you know my sister.

                              DOUG
               Oh yeah?   You might be surprised.

                              PAMELA
               About what?   What? What?

                             DOUG
               Why are we talking about Eleanor?

                             PAMELA
               I didn't bring her up.

                             DOUG
               Look, either you're mad at me
               'cause you're mad at me -- or
               you're mad at me 'cause you like
               me. 'Cause that's how girls act.
               I don't know much, but I know
               that. So like which is it?

                              PAMELA
               Both.

     Doug exhales with bewilderment, stubs out his cigarette,
     then awkwardly slides down the sofa to Pamela. She holds
     perfectly still as Doug slowly moves his mouth to hers
     and kisses her. Then he concludes the kiss to check her
     reaction; she timidly smiles. He kisses her again with
     greater fervor. Doug creeps his hand up her blouse and
     massages her breast. Pamela struggles to suppress her
     surprise, which he mistakes as a sign of her approval.
     Emboldened by her lack of resistance, he slips his hand
     under her bra. Pam is shocked by the pleasure of the
     sensation, then alarmed by the pace of their passion.

                              PAMELA
               Doug...

     Doug kisses her again and as they kiss he stares at a
     framed photograph of Eleanor amongst an assortment of
     family photos on the long table behind the sofa. It is
     Eleanor that he is thinking of -- in his mind's eye it is
     Eleanor's breast that he is fondling. Pamela pulls her
     lips from his:

                                                    (CONTINUED)

                                                                      28.

44         CONTINUED:   (2)                                                 44

                                 PAMELA
                   Do you love me, Doug?   Do you?

         He kisses her with such ardor that she   interprets his
         answer to be yes, when in reality Doug   is only trying to
         silence her. He pulls his hand out of    her blouse and
         slips it under her skirt. Pam lurches    back into the
         sofa:

                                 PAMELA
                   Jesus...

         He tries to kiss her again but she twists her head away.

                                 PAMELA
                   Stop it... stop it!

         She shoves him away and jumps off the sofa. Doug looks
         at her with breathless confusion. She turns away from
         him and tries to button her blouse, but she can't see the
         buttons for her tears. She begins to sob and runs out of
         the room.


45         INT. ABBOTT HOME - ENTRY HALL AND STAIRCASE - CONTINUOUS         45
ACTION

         Pamela dashes up the stairs. Doug comes out of the den
         looking for her. He is quite shaken:

                                 DOUG
                   Pam?  Hey...
                          (under his breath)
                   Oh, dammit...

         He slowly mounts the stairs, wary of invading Pamela's
         privacy anymore than he already has.

                                 DOUG
                   Pam?


46         INT. ABBOTT HOME - SECOND-FLOOR HALLWAY - CONTINUOUS             46
ACTION

         Doug finds Pamela weeping in the dark hallway, still
         fastening the buttons on her blouse.

                                 DOUG
                   I'm sorry... I'm really sorry...

                                 PAMELA
                   I'm not Eleanor... I can't go so
                   fast.

                                                         (CONTINUED)

                                                                    29.

46         CONTINUED:                                                     46

         They are both seized with fright as they hear the front
         DOOR OPEN below and Peter's angry voice:

                                 PETER (O.S.)
                   Every time we go out you have to
                   tell that same goddamn story!

         Pam pushes Doug down the hall away from the front stairs
         and whispers urgently:

                                 PAMELA
                   Get out of here! Get out!


47         INT. ABBOTT HOME - ENTRY HALL AND STAIRS - CONTINUOUS          47
ACTION

         Peter and Alice are taking off their coats.

                                 ALICE
                   Accidentally brushing your teeth
                   with Brylcreme is a funny story.

                                 PETER
                   Will you shut up about the fucking
                   Brylcreme!

                                 ALICE
                   It comes in a red-and-white tube
                   just like a tube of Pepsodent.

                                 PETER
                   Do you hear me, Alice?!   Shut up!

         Their BABY begins to CRY (O.S.) and they find Pamela
         standing at the top of the stairs.

                                 PAMELA
                   The baby's crying.


48       INT. ABBOTT HOME - BACK STAIRWAY AND KITCHEN - NIGHT             48
(MOMENTS LATER)

         Doug sneaks down the back stairs and enters the kitchen
         as Lloyd and Joan enter from the garage pulling off their
         coats. Doug ducks back into the stair landing unseen.

                                 LLOYD
                   Just stay out of it, Joan.

                                 JOAN
                   Alice meant no harm, I think...

                                                        (CONTINUED)

                                                                30.

48     CONTINUED:                                                     48

                             LLOYD
                      (cutting her off)
               It doesn't matter what you think,
               it's their business. Alice is a
               spoiled brat, but she's Peter's
               problem now. So just take one of
               your pills and go watch Jack Paar,
               see what he's crying about
               tonight.


49     INT. ABBOTT HOME - SECOND FLOOR HALLWAY - NIGHT                49

     Doug sticks his head out of the back stairwell and spots
     Peter pounding on a locked bedroom door.

                             PETER
               I'm warning you, Alice! Open the
               damn door! Alice?! Dammit!


50     INT. ABBOTT HOME - STAIRWELL - DOUG                            50

     Trapped in the stairwell.   He hisses under his breath:

                              DOUG
               Oh, shit!   Let me out of here...

     He notices a small window in the stairwell.


51     EXT. ABBOTT HOME - WINDOW - NIGHT                              51

     Doug squeezes out of the small window, his legs dangling
     six feet above a large rose bush directly under him.


52     INT. HIGH SCHOOL - CORRIDOR - DAYS LATER                       52

     Doug makes his way along the crowded corridor showing a
     few of his wounds from his emergency landing in the rose
     bush. He slows as he nears Pamela at her locker. She's
     aware of him, but pretends that she isn't. Doug
     hesitates as if he might say something to her, but loses
     his nerve and continues to mope along the hallway. Pam's
     disappointment is plain to see.

     Doug doesn't notice Eleanor and a few of her girl friends
     approaching in the opposite direction. As they pass him
     Eleanor smiles brightly and says:

                              ELEANOR
               Hi, Doug!

                                                    (CONTINUED)

       INVENTING THE ABBOTTS - Rev. 2/16/96                      31.

52     CONTINUED:                                                      52

     The girls giggle, "Hi, Doug!" has become a running
     punchline to them. Doug is so undone by their laughter
     that he walks into an open door.


53     EXT. BUS DEPOT (DOWNTOWN HALEY) - DAY (SUMMER, 1958)            53

     Jacey collects his suitcase from the bus driver. He's
     become very much the Ivy League man. Doug waits for him
     beside the Plymouth across the street. As Jacey starts
     across the street a CAR full of young women, including
     Eleanor and Sandy, HONKS, and stops beside him. Jacey
     hops into the car and calls out to Doug:

                              JACEY
               Hey, Doug!   Get my suitcase!

     The car pulls away and Doug irritably fetches Jacey's
     bag.


54     EXT. HOLT HOME - DRIVEWAY - DAY                                 54

     The hood on the Plymouth is propped open.    Doug assists
     Jacey as he replaces the fuel filter.

                             DOUG
               How do you know when a girl's...
               ready?

                             JACEY
               What do you mean, `ready'?     Ready
               for what... sex?

                              DOUG
               Yeah.

                             JACEY
               They're all ready for sex.

                              DOUG
               They are?

                             JACEY
               They might not be willing but
               they're ready. Just have to make
               them think you're the only one
               around who has what they need.

                             DOUG
               How do you do that?

                                                      (CONTINUED)

                                                               32.

54     CONTINUED:                                                    54

                             JACEY
               Find out what's making them itch
               and scratch it. If they're
               scared, be dependable. If they're
               bored, be exciting. If they're on
               the rebound, catch them.

                             DOUG
               What if you're not very dependable
               or exciting, you know?

                             JACEY
               Pretend you are.

                             DOUG
               You mean, it's all just fake?

                             JACEY
               The sex is real. They pretend
               they don't want it. You pretend
               that you care. Everybody gets
               what they want.

                              DOUG
               But what if you really feel
               something for someone? Really
               care for them?

                             JACEY
               I thought you were talking about
               getting laid?

                              DOUG
               I guess. I don't know what I'm
               talking about.

                             JACEY
               No shit.


55     EXT. MOVIE THEATER (DOWNTOWN HALEY) - NIGHT                   55

     The marquee reads: TONY CURTIS -- JANET LEIGH -- "THE
     PERFECT FURLOUGH" -- CINEMASCOPE -- AIR-CONDITIONED.

     It's Friday night -- a long queue has formed at the box
     office window, mostly teenagers, but some adults, too.
     Jacey cruises past the theater in the Plymouth, looking
     for... Eleanor. She chats with a group of friends
     standing in line. She sees Jacey, skips over, and gets
     into the car.

                                                               33.

56     EXT. TEXACO GAS STATION (DOWNTOWN HALEY) - NIGHT              56

     Lloyd Abbott opens a bottle of Coke that he just
     purchased from the vending machine. His (1958) Cadillac
     is being fueled at the gas pumps. As he returns to his
     car he sees Eleanor and Jacey drive by the station in the
     Plymouth.


57     EXT. RIVER POINT PARK - WOODS (HALEY) - NIGHT                 57

     Jacey and Eleanor are copulating on a blanket beneath a
     canopy of tall trees near the river. Jacey is on top,
     Eleanor has her legs clenched around his hips.

                             ELEANOR
               Come on, come on, come on...

     Her encouragement inspires their mutual orgasms.


58     EXT. RIVER POINT PARK - ROAD - LATER THAT NIGHT               58

     Jacey and Eleanor approach the parked Plymouth. Jacey
     has the blanket rolled up under his arm. Suddenly they
     are captured by a pair of headlights. Lloyd Abbott
     climbs out of his parked (1958) Cadillac.

                                ELEANOR
               Hi, Daddy.

                             LLOYD
               What are you doing out here?

                                ELEANOR
               Fucking Jacey.

     Lloyd absorbs this information without surrendering his
     composure -- but Jacey cannot conceal his shock.

                             LLOYD
               Get in the car.

                                ELEANOR
                         (to Jacey)
               'Night.

     Jacey doesn't respond to the kiss Eleanor gives him, but
     when she places her hand on his crotch, he yanks her hand
     off. Eleanor walks over and gets into the car. Lloyd
     gazes at Jacey for a beat, then gets in the car and
     drives away.

        INVENTING THE ABBOTTS - Rev. 2/16/96                  34.

59      INT. HOLT HOME - DINING ROOM - NEXT AFTERNOON               59

      Doug is at the table doing homework. The DOORBELL RINGS.
      Doug starts to get up as Helen comes out of the kitchen.

                                HELEN
                I'll get it.


60      INT./EXT. HOLT FRONT DOOR/FRONT YARD - CONTINUOUS ACTION - 60
DAY

      Helen opens the screen door and finds a well-dressed
      woman standing in the yard with her face turned away.

                                HELEN
                Hello?

      The woman turns -- it is Joan Abbott. Helen is
      momentarily caught off balance by Joan's bristling
      presence.

                                HELEN
                Joan.    How are you?

                              JOAN
                May I have a word with you, Helen?

                              HELEN
                Of course, come in.

                              JOAN
                No... no, I don't have time...
                thank you.


61      INT. HOLT DINING ROOM AND FRONT DOOR - CONTINUOUS ACTION    61

      Doug spies on Joan and Helen and their curious exchange
      through a dining room window. Unable to hear their words
      he can only witness how their words are spoken.


62    EXT. HOLT HOME - DOUG'S POV                                  62

      Helen steps off the porch and approaches Joan, who is
      doing most of the talking -- but Joan seems to require a
      certain distance from Helen and works her way to her
      Chrysler Town & Country station wagon parked at the curb.
      Joan grows more and more agitated as she talks.


63      INT. HOLT HOME - ENTRYWAY                                   63

      Eager to hear what is being said, Doug dashes through the
      living room to the front door.

       INVENTING THE ABBOTTS - Rev. 2/16/96                     35.

64     EXT. STREET - HOLT HOME - DAY                                  64

     Joan has the driver's door to her station wagon open now.
     Helen is on the sidewalk. Her demeanor is measured,
     purposefully matter-of-fact.

                             HELEN
               I don't think that's necessary.

                             JOAN
               Well, if I were you I would talk
               to him and tell him...

                             HELEN
                      (cutting her off)
               No, I'm sorry, Joan, I will not do
               that. If you have something to
               say to my son, then you'll have to
               say it to him yourself.

                             JOAN
               I just thought you would like to
               know what he's done.

                             HELEN
               And why on earth should I believe
               anything you say, Joan?

     Joan is unable to find a quick retort, she gets into her
     station wagon and drives away.

     Helen notices a baseball lying in the gutter, she picks
     it up and cleans it off with her apron. As she turns to
     go back to the house, she finds Doug standing on the
     porch steps. Without warning, she expertly pitches the
     baseball across the yard to Doug -- it makes his hand
     sting when he catches it. Helen walks up to the porch.

                             HELEN
               I'm going to ask you one question,
               Doug, and if you have no idea, or
               don't want to answer, just tell
               me.

                             DOUG
               Okay.

                             HELEN
               Is there any sense, you think, in
               which Jacey has... oh, I don't
               know, it sounds ridiculous...
               corrupted Eleanor Abbott? Led her
               astray?

     Doug's mind works in several directions at once as he
     tries to figure out how much he should or could tell her.

                                                    (CONTINUED)

       INVENTING THE ABBOTTS - Rev. 3/20/96                     36.

64     CONTINUED:                                                     64

                             DOUG
               Well... jeez... I know that
               he's... that he's slept with her.
               But not because he's talked about
               it. I mean... Eleanor has lots of
               boyfriends. I think Jacey likes
               her more than she likes him.

                               HELEN
                        (long beat)
               I see.
                      (another beat)
               Go finish your homework.

     Doug lobs the baseball back to her and goes inside.
     Helen sits on the porch steps and now the true toll that
     Joan's visit has taken on Helen becomes apparent -- a
     bone-weary sadness falls over her. Her "tranquility" is
     not borne of happiness, it is only a means of coping with
     the sadness that is at the core of her being.


65   EXT. COUNTRYSIDE - ROAD - DAY (ONE WEEK LATER)                 65

     A drab, four-door Chevrolet sedan with Wisconsin license
     plates speeds away from town.

     Incongruously, the unassuming vehicle is chauffeured by
     an African-American DRIVER. There are two passengers in
     the back seat: a conservatively-dressed, middle-aged
     WOMAN and Eleanor Abbott. There is nothing telling about
     Eleanor's countenance, neither happiness nor sadness can
     be found on her face.


66     EXT. ABBOTT HOME - STREET - DAY (WEEKS LATER)                  66

     Doug walks home from summer school. He pauses to watch
     the workmen erecting the party tent in the Abbott's front
     yard.

                             PAMELA (O.S.)
               How come you're going to summer
               school?

     Doug turns to find Pam at the driveway gate.

                             DOUG
               I got an incomplete in U.S.
               History.

                             PAMELA
               How did you manage to do that?

                                                      (CONTINUED)

                                                              37.

66     CONTINUED:                                                   66

                             DOUG
               Mrs. Bates caught me drawing boobs
               on a picture of Mamie Eisenhower.

                             PAMELA
                      (laughs)
               Why do you do things like that?

                             DOUG
               I wish I knew. I just can't seem
               to help it sometimes.

                             PAMELA
               Are you coming to the party?

     Doug shakes his head no.

                             PAMELA
               It's my birthday, you know?

                             DOUG
               Happy birthday.

                             PAMELA
               Everybody's going to be here.

                                DOUG
               I don't know.     Maybe.

                             PAMELA
               Just come, okay? Please.


67     EXT. TEXACO STATION (DOWNTOWN HALEY) - THAT NIGHT            67

     Doug pulls the Plymouth up to the pumps. He's neatly
     dressed in a jacket and tie. Jacey comes out of the
     office and leans in the car window.

                                DOUG
               Fill 'er up.

                             JACEY
                      (frowns)
               Nice tie.

                             DOUG
               Oh -- mind if I borrow it?

     Jacey puts the nozzle in the car as Doug climbs out.

                             JACEY
               I thought you didn't like those
               parties at the Abbott's?

                                                    (CONTINUED)

       INVENTING THE ABBOTTS - Rev. 2/16/96                   38.

67     CONTINUED:                                                   67

                                DOUG
               I don't.

                             JACEY
               Then why are you going?

                             DOUG
               Just doing someone a favor.    How
               come you're not going?

                             JACEY
               I'm persona non grata.

                             DOUG
               What's that mean?

                             JACEY
               You know what it means.

                             DOUG
               What happened with you and
               Eleanor?

                             JACEY
               Nothing. I just outlived my
               usefulness, that's all.

                             DOUG
               How were you `useful' to her?

                             JACEY
               Christ, use your imagination.

     Doug has no reply to that.

                             JACEY
               Eleanor was just looking for a way
               out. A way out of the whole
               Abbott world. And it turns out
               that it takes a lot to get away.
               It's not enough that you sleep
               around with boys from your world,
               you have to fuck boys from the
               wrong side of the tracks.

                              DOUG
               What do you mean? Like guys from
               Fountain Park?

                                JACEY
               No, I mean me.     She was fucking
               me.

                                                    (CONTINUED)

                                                               39.

67       CONTINUED:   (2)                                            67

                               DOUG
                 We're not from the wrong side of
                 the tracks.

       Jacey hangs up the nozzle and screws the gas cap back on.

                               JACEY
                 I wouldn't go to that party if I
                 were you.

                               DOUG
                 Well, you're not me. We're just
                 as good as the Abbotts.

       Doug hands Jacey a few dollars.   Jacey heads for the
       office.

                               JACEY
                 You still don't know, do you?

                               DOUG
                 Know what?


68       INT. TEXACO STATION (DOWNTOWN HALEY) - OFFICE -             68
CONTINUOUS ACTION

       Doug follows Jacey inside as he rings up the sale.

                               DOUG
                 Know what?

                               JACEY
                 After Dad died... Mom... had an
                 affair with Lloyd Abbott. That's
                 how he got Dad's patent away from
                 her.

                               DOUG
                 I don't believe you.

                               JACEY
                 Believe it or not. I don't care.

                               DOUG
                 You're full of shit.

                               JACEY
                 Then why don't you go ask Mom?
                 Ask her what happened -- ask her
                 why she doesn't have any friends
                 -- ask her why she's never invited
                 to the Abbott's -- ask her which
                 side of the tracks we live on?

       Jacey shoves the cash register drawer shut.

       INVENTING THE ABBOTTS - Rev. 2/16/96                   40.

69     INT. ABBOTT HOME - TENT - NIGHT                              69

     The party is well underway, it's a younger crowd tonight.
     The band plays "Fly Me To The Moon." Doug stands apart
     from the others. He's ill-at-ease. His conversation
     with Jacey resonates within him. As he looks over the
     gathering, he's pained to discover how easy it is to see
     things the way Jacey does: Lloyd holding court with a
     group of men in tuxedos... Joan Abbott propelling a
     reluctant Alice towards a group of guests Alice's age
     (Alice and Peter have separated)... and, finally, Pamela
     dancing with a handsome young man (TED). She is the
     belle of the ball, radiant and suddenly mature in her
     beautiful gown. She smiles as she sees Doug, excuses
     herself, and comes over to him.

                             PAMELA
               How long have you been here?

                               DOUG
               A while.

                               PAMELA
               Are you okay?

                               DOUG
               I'm fine.    Having fun?

                               PAMELA
               Yes, I am.    Come on, dance with
               me.

     She pulls him towards the dance floor.

                             DOUG
               You didn't tell me I had to dance.

                             PAMELA
               Just one dance and we'll be even.
               I won't have to be mad at you
               anymore and you won't have to be
               so sorry.

                             DOUG
               What am I supposed to be so sorry
               about?

                             PAMELA
               Oh, you're not sorry?

                             DOUG
               All right, yeah, I'm sorry.

                             PAMELA
               Sorry about what?

                                                    (CONTINUED)

                                                               41.

69     CONTINUED:                                                    69

                             DOUG
               You always do this to me.

                             PAMELA
               You said you weren't sorry and now
               you say you are. So maybe I'm not
               sure what you're sorry about?

                             DOUG
               I'm sorry for what I'm supposed to
               be sorry about. Okay?

                             PAMELA
               You're sorry for feeling me up?

                             DOUG
                      (embarrassed)
               Oh, shit, come on, Pam. Dammit.
               For crying out loud. Forget it.

                             PAMELA
               I accept your apology.   Let's
               dance.

     Doug allows Pam to pull him out onto the dance floor. He
     feels like a dolt, but she arranges his hands on her and
     they begin to dance. She gazes into his eyes and smiles:

                             PAMELA
               Hi.

                             DOUG
               Hi.

     Pam is in love with Doug, she has been since they were
     children. Doug is mellowed by his tender feelings for
     her. For a golden minute they are in pleasurable bubble
     of true affinity. But their bubble begins to deflate as
     Doug sees Joan Abbott staring at them. Her disapproval
     is unmistakable. Doug steers Pam around the dance floor
     to avoid Joan's eyes, but then he sees Lloyd Abbott.
     Lloyd's stare is even more discomforting. Pamela senses
     the change in Doug's mood, but she is unaware of the
     cause.

                             PAMELA
               Is Jacey home for the summer or is
               he just here for a visit?

     The mention of his brother's name at this exact moment
     sends a chill down Doug's spine.

                                                    (CONTINUED)

       INVENTING THE ABBOTTS - Rev. 2/16/96                   42.

69     CONTINUED:    (2)                                            69

                             DOUG
               Home for the summer.
                      (slight beat)
               It's cheaper if he stays here for
               the summer. He can save more
               money for school, 'cause he
               doesn't have to pay rent. Money's
               tight, you know, we're sort of
               poor.

                             PAMELA
               You're not poor, are you?

                             DOUG
               Hell -- you kidding? Even with
               Jacey working summers, my mom had
               to borrow against the house so he
               could go to Penn. I don't know
               where the money'll come from for
               me to go to college.

     Doug sees Joan Abbott prompting Ted to cut in on his
     dance with Pamela. Doug's bitterness swells.

                             DOUG
               I hear Alice and Peter are getting
               a divorce.

                             PAMELA
               They're just separated.

                             DOUG
               What's the difference?

                             PAMELA
               I don't know, you'll have to ask
               them.

                             DOUG
               So, where's Eleanor tonight?

                             PAMELA
               Eleanor's... just not here.

                             DOUG
               Is she pregnant?

                               PAMELA
               No!    Who said that?

                                                    (CONTINUED)

                                                               43.

69     CONTINUED:   (3)                                              69

                             DOUG
               I don't know, everybody in town is
               saying something different -- she
               got knocked up, she ran away, your
               old man kicked her out. So, which
               is it?

     Ted steps over and taps Doug on the shoulder.

                              DOUG
               Fuck off.

     Ted is taken aback.   Pamela's eyes fill with tears.

                             PAMELA
               Why do you hate me so much?

                             TED
               Excuse me, asshole, but...

     Doug spins and slugs Ted in the jaw -- sending him
     reeling into the other dancers. Everyone pulls away from
     Doug and Pam. Doug massages his fist and looks
     helplessly at Pamela:

                             DOUG
               I don't hate you.


70     INT. HOLT HOME - DOUG'S BEDROOM - LATER THAT NIGHT            70

     The hall light is on but the bedroom is dark. Doug lies
     on his bed (still dressed). Jacey appears in the
     doorway.

                              JACEY
               You asleep?

                              DOUG
               Nope.


71     EXT. HOLT HOME - GARAGE - NIGHT (SHORT TIME LATER)            71

     Doug and Jacey play another hard fought game of ping-pong
     in the garage. In the midst of a volley Doug says:

                             DOUG
               I'm gonna go to Penn like you.

     Jacey snorts with incredulous laughter.

                             JACEY
               You're gonna what?

                                                     (CONTINUED)

                                                                44.

71       CONTINUED:                                                   71

                               DOUG
                 I'm going to the University of
                 Pennsylvania. I think I'm going
                 to be an architect, too.

                               JACEY
                 Like hell you are.

                               DOUG
                 Why not? Maybe we can be
                 roommates in Philadelphia?

                               JACEY
                 You're nuts. You'll never get
                 accepted to Penn. Besides, Mom
                 couldn't afford it anyway.

                               DOUG
                 I'll get a scholarship.

                               JACEY
                 I had a four-point-0 grade average
                 and I couldn't get a scholarship
                 -- so, I say you got your head up
                 your ass.

       Jacey skillfully manipulates the volley and wins the game
       with a savage return that Doug is unable to counter.
       Jacey smiles, puts his paddle down, and walks out of the
       garage. Doug quickly picks up a ping-pong ball and hits
       it into the back of Jacey's head. Jacey turns and shoots
       a perturbed look at Doug -- Doug smiles:

                               DOUG
                 'Night.


72       INT. WOMEN'S APPAREL STORE (DOWNTOWN HALEY) - DAY            72
(WINTER, 1958)

       Helen looks over the merchandise. Doug absent-mindedly
       trails after his mother as he studies a large brochure
       about the University of Pennsylvania.

                               DOUG
                 What's 'scenic design'?

                               HELEN
                 In what context?

                               DOUG
                 What a minute -- it's theatre.

                               HELEN
                 Mmmm?
                                                      (CONTINUED)

                                                                 45.

72       CONTINUED:                                                    72

                               DOUG
                        (re: brochure)
                 'The Howard Lambert Scholarship in
                 Scenic Design for the Theatre.'
                 It's a full ride, four years.
                 Pays everything almost. Hell, I
                 could do that. Just have to
                 figure out what scenic design is.

       Doug looks up from the brochure and comes face-to-face
       with a mannequin wearing a bra, girdle, and stockings.
       He almost flinches with surprise and blushes profusely:

                               DOUG
                 I'll wait for you outside, Ma.


73       EXT. LADIES APPAREL STORE (DOWNTOWN HALEY) - MOVIE            73
THEATER - SIDEWALK - DAY (MINUTES LATER)

       It's snowing -- Doug paces to keep warm. He momentarily
       forgets the cold as he sees Pam and three of her girl
       friends come out of the drugstore across the street. The
       girls are in high spirits as they get into Pam's car.

       Two well-dressed townswomen (MURIEL and DORIS) encounter
       Helen on their way into the apparel shop as she steps out
       onto the sidewalk.

                               HELEN
                 Hello, Muriel... Doris.

       The women pass by Helen with obvious reserve. Helen is
       seemingly unruffled by their distant responses. She
       observes Doug as he watches Pam and her friends drive
       off.

       Helen and Doug walk up sidewalk (towards the movie
       theater -- the marquee reads: KIM NOVAK -- JEFF CHANDLER
       -- JEANNE EAGELS):

                               HELEN
                 Why don't you drop me off at home
                 and take the car and go out with
                 your friends. Go have some fun.

                                  DOUG
                 Why don't you?

                               HELEN
                 Why don't I what? Go hang out at
                 the Dog'n'Suds?

                                                      (CONTINUED)

                                                                  46.

73       CONTINUED:                                                     73

                                 DOUG
                   No, go out -- play bridge or
                   whatever adults do for fun.

                                 HELEN
                   I read for fun.

                                 DOUG
                   You read too much.

                                 HELEN
                   You sound like your brother.

                                 DOUG
                   Come on -- let's go see a movie.


74       INT. MOVIE THEATER (DOWNTOWN HALEY) - DAY                      74

       Doug and Helen share a bag of popcorn as they wait for
       the feature to begin.

                                 HELEN
                   Came here on my very first date
                   with Charlie. Saw Rosalie with
                   Nelson Eddy and... not Jeanette
                   MacDonald... oh... Eleanor Powell.

                                 DOUG
                   Did Dad kiss you?

                                 HELEN
                          (gives Doug a "look")
                   No.
                          (slight beat)
                   I kissed him.

                                  DOUG
                          (grins)
                   All right, Mom.


75       OMITTED                                                        75

76       EXT. HIGH SCHOOL - PLAYING FIELD - GYMNASIUM - DAY             76
(SUMMER, 1959)

       The commencement exercises are being held in the
       sweltering gym to accommodate the large crowd of proud
       parents and family members. Doug, hot and uncomfortable
       in his cap and gown, is seated among his fellow graduates
       behind the podium. The PRINCIPAL (at the podium)
       announces the names of the graduates as he calls them
       forward to receive their diplomas.

                                                        (CONTINUED)

                                                                47.

76     CONTINUED:                                                     76

                             PRINCIPAL
               Pamela Louise Abbott...

     Pamela rises from her seat and takes her diploma.

     Lloyd and Joan Abbott applaud their daughter. Joan
     stands to take a snapshot. Alice is occupied with her
     restless and fussy eighteen-month-old daughter, Susan.

     Doug watches Pam return to her seat; she avoids his eyes.

     Helen is all smiles, this is a very special day for her.
     The chair next to her is empty. She glances behind her
     and sees Jacey standing in the back of the gym.

     Jacey idly surveys the gathering with irritable boredom.
     He is only there at his mother's insistence. His eyes
     settle on... Alice Abbott.

     Alice tries to quiet her CRYING eighteen-month-old
     daughter (SUSAN). Lloyd makes a reprimanding aside to
     Alice and she rises and carries Susan up the aisle.

     Jacey's eyes follow Alice -- she notices his stare as she
     passes by with Susan in her arms.


77     EXT. HIGH SCHOOL - PARKING LOT - LATER THAT DAY                77

     Commencement is over -- the parking lot is a sea of cars
     slowly negotiating through the mob of celebrating
     graduates, beaming parents, and rambunctious siblings.

     As Helen slips through the crowd she is pleasantly
     ambushed by three (second grade) students of hers. She
     has a brief exchange with the children and then moves on.

     Helen finds herself face-to-face with Lloyd Abbott as
     they both attempt to pass through a narrow space between
     two parked vehicles. They are both caught off-guard --
     there is no graceful way for them to squeeze past each
     other.

                             LLOYD
               Congratulations, Helen.

                            HELEN
               Thank you. Congratulations to
               you, too. Where's Pam going to
               school?

                             LLOYD
               Hmm... Christ, I forgot.
                             (MORE)

                                                   (CONTINUED)

       INVENTING THE ABBOTTS - Rev. 2/16/96                    48.

77     CONTINUED:                                                    77

                             LLOYD (CONT'D)
               Bryn Mawr. I should be able to
               remember that. It costs enough.

                             HELEN
               She'll do well there -- a very
               bright girl.

                             LLOYD
               And Doug -- he's going to...?

                             HELEN
               He got a scholarship to the
               University of Pennsylvania --
               scenic design -- theater.

                             LLOYD
               Same school as...

                               HELEN
                        (filling in blank)
               Jacey.

                                LLOYD
               Right.   Well.    Congratulations.

                             HELEN
               Thank you, Lloyd.

     They pass each other and head their separate ways.   Their
     chance meeting has not gone unobserved:

     Joan Abbott has been watching them from the front seat of
     Lloyd's brand-new 1959 Cadillac. She pretends to repair
     her lipstick with her compact mirror as Lloyd slips
     behind the wheel.

     And Helen finds Jacey frowning at her. He opens the door
     so that she can get into the Plymouth (Doug is already in
     the back seat). Jacey glares at Lloyd as he walks around
     the car and gets in behind the wheel.

     Lloyd flips down his sun visor (to block Jacey's glare)
     and pulls out of his parking spot.


78     INT. IRON SKILLET RESTAURANT - THAT NIGHT                     78

     A waitress walks across the busy diner to Helen, Jacey,
     and Doug at their table. Helen and Doug are eating
     their desserts -- Jacey is content to brood over his
     cup of coffee. The waitress puts their bill on the
     table and steps away.

                                                    (CONTINUED)

                                                                49.

78     CONTINUED:                                                     78

     As Helen starts to open her purse Webb Crosby appears and
     picks up the bill.

                             WEBB
               It's on the house.

                             HELEN
               Oh, Webb, really -- that's not
               necessary.

                             WEBB
               How many restaurants got an Ivy
               League busboy? That's worth a
               free meal. Charlie'd be real
               proud of these two highbrows.

                                HELEN
               Yes, he would.     He'd be extremely
               proud.

                             WEBB
                      (to Jacey)
               You take good care of your little
               brother in Philadelphia, you hear
               me?

                                JACEY
               Yes, sir.


79     EXT. ABBOTT HOME - STREET - NIGHT (SHORT TIME LATER)           79

     The Holt family drives home from the restaurant -- Jacey
     driving, Helen in front, and Doug in the back seat.

                             HELEN
               What a wonderful night. What a
               wonderful day. My two Ivy League
               boys.

     This is torture for Jacey. Doug looks out the window at
     the striped tent in the Abbott's front yard as they pass
     by. A party for the "Class of 1959" is underway (as a
     banner on the tent proclaims). The street is lined with
     parked cars and busy with late-coming guests.

     Doug checks the rearview mirror for Jacey's reaction, but
     his brother keeps his eyes on the road.

                             HELEN
               I never understood that tent. I
               wonder if they own it? I'm
               surprised they don't just leave it
               up all year long.
                             (MORE)
                                                      (CONTINUED)

                                                              50.

79     CONTINUED:                                                   79

                             HELEN (CONT'D)
                      (slight beat)
               Lloyd's mother was a tough old
               bird. She sold eggs. They had a
               place way out on Ditch Road near
               County Line. That was ages ago.
               Poor Lloyd had to walk all that
               way in to school and then back
               everyday. Charlie used to call
               Lloyd 'Egg-head' and he didn't
               mean smart.
                      (another beat)
               I'm in the mood for ice cream.


80     EXT. HOLT HOME - FRONT PORCH - LATER THAT NIGHT              80

     Jacey and Doug sit on the porch steps eating bowls of ice
     cream. Helen rises from the porch swing and takes her
     empty bowl inside the house.

                             HELEN
               I think I'll have one more scoop.

                             DOUG
               Ping-pong?

                             JACEY
               Too hot.

                             DOUG
               You want to go out to the lake and
               get a couple beers?

                             JACEY
               No, I don't want to go out to
               the...
                      (exhales)
               Goddammit. Goddammit! Look, I
               don't want you in Philadelphia. I
               don't need you around to remind
               everybody that I come from
               Hicksville, U.S.A. So if you're
               going to go to Philadelphia,
               you're on your own, dip shit. I
               don't need you riding my coat
               tails. Christ -- why don't you
               get your own life? Stop being my
               fucking shadow.

     Doug digests Jacey's insult, then scoops a ball of ice
     cream out of his bowl with his spoon and flings the gooey
     ice cream into the side of Jacey's face. Doug rises and
     goes to the front door.

                                                    (CONTINUED)

                                                                51.

80     CONTINUED:                                                     80

                                DOUG
               Screw you.

                             JACEY
               You little prick!

     Jacey hurls his BOWL at Doug -- it misses and SHATTERS on
     the wall.

                             DOUG
               Missed me, peckerhead.

     As Doug opens the screen door Jacey dives into him --
     they fall into the porch swing with such force that its
     chains rip out of the porch ceiling and Doug, Jacey, and
     the swing go overboard off the end of the porch into the
     shrubs.

                               HELEN (O.S.)
                        (inside house)
               Doug?    Jacey? What was that?

     Doug and Jacey scramble to their feet, their clothes are
     ripped and disheveled.

                             JACEY
               You're dead, dip shit!

                             DOUG
               You gotta catch me first, asshole!

     Doug takes off with Jacey in hot pursuit. A few beats
     later, Helen steps out onto the front porch and discovers
     her sons and the porch swing missing.

                                HELEN
               Jacey?   Doug?


81     EXT. HOLT HOME AND STREET - NIGHT                              81

     Jacey races up a driveway -- Doug is nowhere to be seen.

                             JACEY
               Come on, weasel dick! Come on
               out, you chicken shit!

     A collection of GARBAGE CANS EXPLODE in all directions as
     Doug pops up from behind them and bolts down the
     driveway. Jacey chases after him, following him across
     the street. They pay no heed to Helen (in the b.g.)
     standing in their front yard, calling out to them:

                                HELEN
               Douglas Lee!     John Charles!

                                                               52.

82     NEIGHBORHOOD - HOLT HOME                                      82

     Porch lights are turning on up and down the block and the
     neighborhood DOGS begin to HOWL as Doug leads Jacey
     between two houses.


83     NEIGHBORHOOD - HOLT HOME                                      83

     Doug jumps up onto a tall wooden fence. He gets halfway
     over when Jacey leaps up and grabs him and the fence
     collapses, dumping them into a back yard vegetable
     garden.


84     NEIGHBORHOOD - HOLT HOME                                      84

     Doug and Jacey wrestle and grapple in the muddy soil,
     cursing each other and crushing the rows of green crops.
     MRS. PORTER appears at her back door brandishing a broom.

                              MRS. PORTER
               Git!   Stop that! You two git!

     She sails into combat with her broom swinging. But Doug
     and Jacey are unwilling to give up the fight -- they are
     finally separated by a strong blast of water. They
     sputter for breath and discover that Helen is holding the
     hose.


85     EXT. MRS. PORTER'S HOUSE - DAY (NEXT DAY)                     85

     Helen sits in a lawn chair in the back yard wearing a
     large straw hat and reading a book. Doug and Jacey are
     repairing and painting the fence. Helen looks up from
     her book:

                             HELEN
               That board doesn't look straight,
               Jacey. Come on, Doug, you've been
               painting the same spot for the
               last five minutes.


86     EXT. HOLT HOME - GARAGE - NIGHT                               86

     Doug and Jacey clean their hands with turpentine. Doug
     picks up a ping-pong paddle and bounces the ball on it,
     trying to see how long he can keep it bouncing. Jacey
     finishes cleaning up, picks up a paddle, and then,
     without a word, Doug serves the ball and they begin to
     volley.

                                                                53.

87     EXT. ROAD (COUNTRYSIDE) - DAY                                  87

     The Plymouth drives along the two-lane blacktop past the
     fields of tall, green corn. Doug is driving, Helen sits
     beside him. She reacts to something in the distance:

                             HELEN
               Isn't that Pamela Abbott?

     In the distance Pamela struggles with a jack as she tries
     to remove a flat tire on her convertible.

     Doug grimaces as he recognizes her.

                               HELEN
               It is Pam.    Pull over.

     Doug reluctantly pulls over beside Pam's car. She's no
     more pleased to see Doug than he is to see her.

                              HELEN
               Hi, Pam.   Do you need some help?

                             PAMELA
               Hi, Mrs. Holt. It's so darn hot
               the stupid jack just keeps sinking
               into the pavement.

                             HELEN
               Well, maybe Doug can give you a
               hand?

     Doug frowns and slowly climbs out of the Plymouth.

                             DOUG
               Where's the thing that goes on the
               bottom of the jack?

                               PAMELA
               What thing?

                             DOUG
               The thing, the base that the jack
               fits into?
                      (finds it in her
                       open trunk)
               This.

                             PAMELA
               Oh, I thought that was just the
               'spare-tire-holder-on-er.'

                             DOUG
               Read your manual.

     Pamela would slug him if his mother wasn't present.

                                                    (CONTINUED)

     INVENTING THE ABBOTTS - Rev. 2/16/96                     54.

87     CONTINUED:                                                   87

     Doug releases the load on the jack and strains to extract
     it from the molten pavement.

                             HELEN
               Pam, would you mind running Doug
               home? I'd like to get to the bank
               before they close.

                               DOUG
                        (protesting)
               Mom...

                             PAMELA
               Sure, Mrs. Holt, I'll drive him
               home. Thanks for stopping.

                              HELEN
               Of course.   Bye-bye.

     Helen slides over behind the wheel and drives away.

     Doug fumes silently while he reassembles the jack.


88     INT. IRON SKILLET RESTAURANT - DAY                           88

     Jacey sits at the counter at the rear of the busy diner
     sipping an iced tea. He sees Alice Abbott enter -- she
     pulls a dollar bill out of her purse as she approaches
     the cash register near the front door. She calls out
     to a waitress who is fetching an order from the grill.

                             ALICE
               Excuse me -- could I get change
               for a dollar?

     The waitress is too distracted to take notice of Alice
     and Alice herself doesn't notice Jacey as he steps up
     behind her.

                             JACEY
               Can I help you?

                             ALICE
               Yes, I need change for...
                      (turns to him)
               Oh... you don't work here, do you?

                            JACEY
               No. I was just thinking about
               you. I was going to call you
               tonight.

                                                    (CONTINUED)

     INVENTING THE ABBOTTS - Rev. 2/16/96                   55.

88     CONTINUED:                                                 88

                              ALICE
                       (rattled)
               What?   Why?

                             JACEY
               There's a picnic out at River
               Point on Sunday -- I wanted to
               invite you.

                               ALICE
               I couldn't.

                             JACEY
               Bring Susan, kids love picnics.

                             ALICE
                      (re: the dollar bill)
               I need change for the parking
               meter.

                               JACEY
               Here.

     Jacey opens his palm and reveals the correct change.
     Alice nervously exchanges the dollar bill for the
     coins.

                               ALICE
               Oh, thanks.

                             JACEY
               Do you have time for an ice tea?

                             ALICE
               My mother's waiting by the car
               so I won't get a ticket.

                             JACEY
               Maybe she'd like an ice tea, too?

                               ALICE
               No.

                             JACEY
               No harm asking.

                              ALICE
               No.   Don't do that.

                               JACEY
               Why not?

                               ALICE
               You know why.

                                                   (CONTINUED)

     INVENTING THE ABBOTTS - Rev. 2/16/96                     56.

88     CONTINUED:    (2)                                            88

                             JACEY
               Then I'll make you a deal.

                             ALICE
               I just came in to get some change.

                             JACEY
               Come to the picnic on Sunday and
               I'll wait here and let you leave
               first, so your mother won't see me.

                             ALICE
               I don't care if my mother sees
               you.

                             JACEY
                      (heads for the door)
               Then you won't care if I ask her
               if she'd like to join us for an
               ice tea?

                                ALICE
               No!    Wait.

     Jacey turns to her.

                             ALICE
               I don't know if I can.     I'll try.
               It just depends.

     Alice goes out the door -- as she passes by Jacey he
     says:

                                JACEY
               Sunday.     River Point.   Around
               noon.

     Jacey watches through the window as Alice returns to
     the Town & Country station wagon and puts a few coins
     into the meter. Joan waits impatiently beside the car
     with Susan in hand. As the Abbott women walk down the
     sidewalk (away from the diner), Alice glances back and
     sees Jacey smiling at her from the diner window.


89     EXT. ROAD (COUNTRYSIDE) - DAY                                89

     Pamela sits behind the wheel of her convertible listening
     to PAT BOONE sing "April Love" on the car RADIO. Doug
     drips with sweat as he tightens the lugs on the spare
     tire. Pamela climbs out and inspects his progress.

                                                      (CONTINUED)

       INVENTING THE ABBOTTS - Rev. 2/16/96                    56A.

89     CONTINUED:   (A1)                                              89

                             PAMELA
               You think you'll finish sometime
               today? I'm getting sun stroke.

                             DOUG
               Put the top up.

                             PAMELA
               Stop acting like Jacey. What
               makes you think you're so... cool?

                             DOUG
               Because -- I know all the answers
               on 'The $64,000 Question,' because
               I have X-ray vision and I can sing
               better than Pat Boone. And
               because I'm really a negro, but
               don't tell anyone around here,
               'cause you know what would happen
               to me.

                             PAMELA
               God, I can't even talk to you.

     She starts to get back into the car, then turns to him:

                                                    (CONTINUED)

                                                           57.

89   CONTINUED:                                                  89

                           PAMELA
             Name one bad thing I've ever done
             to you.

                           DOUG
             Why?

                           PAMELA
             Go on, name one bad thing.

                           DOUG
             What's the point?

                           PAMELA
             You tell me, because I don't get
             it! Look, I'm not rich, my father
             is. And I didn't pick my father.
             And if I had a choice between
             having tons of money or having
             another father, I'd be absolutely
             delighted to be poor! But
             unfortunately life is not a
             cafeteria!

                           DOUG
             Life is not a cafeteria?

                           PAMELA
             You know what I mean!

                           DOUG
             Shit, I'm supposed to feel sorry
             for you 'cause you're rich?

                           PAMELA
             Well, am I supposed to feel sorry
             for you 'cause you're so poor?

                           DOUG
             No.

                           PAMELA
             So then just stop it!

                           DOUG
             Stop what?!

                           PAMELA
             Stop treating me like an Abbott!

                           DOUG
             Well, how am I supposed to treat
             you?

                                                 (CONTINUED)

       INVENTING THE ABBOTTS - Rev. 3/20/96                    58.

89     CONTINUED:   (2)                                              89

                             PAMELA
               Like you used to. Like just plain
               Pam.

     Doug exhales as if he's winding up to apologize.

                             PAMELA
               And you don't have to say you're
               sorry, and you don't have to look
               like somebody just ran over your
               dog. You just make me want to
               scream sometimes.

     Doug stares at her as if he's never seen her before.

                             PAMELA
               What are you looking at?

                               DOUG
               You.


90     EXT. RIVER POINT PARK - DAY (FOLLOWING SUNDAY)                90

     Jacey lounges on top of a blanket beside a cooler.

                             ALICE (O.S.)
               Where is everyone?

     Jacey sits up and finds Alice standing behind him. She
     carries a picnic basket. Other than a few children
     skipping rock into the river they are alone.

                             JACEY
               We are everyone.

                             ALICE
               But you said...

                             JACEY
                      (overlapping)
               No, I didn't. I just said a
               picnic. I didn't say if anyone
               else was coming.

     Alice walks away.    Jacey jumps up and runs after her.

                             JACEY
               Where are you going?

                             ALICE
               I'm sorry... I thought...

                                                     (CONTINUED)

       INVENTING THE ABBOTTS - Rev. 3/20/96                    59.

90     CONTINUED:                                                    90

                             JACEY
                      (blocking her way)
               You didn't come here to see
               everybody else. You came here to
               see me. Didn't you? That's why
               you didn't bring Susan along.

                              ALICE
               I'm married.

                             JACEY
               I thought you were getting a
               divorce?

                             ALICE
               I am, but it's not final yet.
               Besides, I'm two years older than
               you.

                             JACEY
               Good, if the cops come around we'll
               tell 'em you bought the beers in
               the cooler.


91     EXT. RIVERPOINT PARK - ANOTHER PART OF PARK -                 91
     LATER THAT DAY

     Jacey and Alice wander along a path on the riverbank.

                             ALICE
               I knew he would hit me. Peter's a
               real hot-head. I knew if he hit
               me hard enough, hurt me enough,
               that even my father wouldn't stand
               for it. Then one night I put too
               much soap in the washing machine
               and it overflowed. That did it.
               He punched me. Broke my front
               tooth.

                              JACEY
               Bastard.

                             ALICE
               So... what do you hear from
               Eleanor?

                              JACEY
               I don't.   Do you?

                              ALICE
               No.   Did you love her?

                                                     (CONTINUED)

                                                                  60.

91     CONTINUED:                                                       91

                             JACEY
               We weren't in love, we were in
               heat.

     Alice blushes.

                             JACEY
               Did you love Peter?

                               ALICE
               No.

                             JACEY
               Then why did you marry him?

                               ALICE
               Because...


92     EXT. RIVERPOINT PARK - ROAD - LATER THAT DAY                     92

     Jacey holds open the driver's door as Alice climbs in
     behind the wheel (of her mother's Town & Country station
     wagon). He closes the door.

                             JACEY
               Which tooth was it?

     She points to a front tooth.      He leans over to look at
     it.

                             ALICE
               This one. I had it capped.       You
               can't really tell, can you?

                               JACEY
               No.    It's a beautiful mouth.

                             ALICE
               Are you going to kiss me?

                             JACEY
               I don't want to scare you.

                             ALICE
               I can't see you again, Jacey.

                               JACEY
               Sure you can.    There are ways.

                             ALICE
               Oh, God... why you? Why am I
               telling all these things to you?

                                                       (CONTINUED)

                                                                61.

92     CONTINUED:                                                     92

                              JACEY
               Because there's no one else you
               can tell them to. Because I'm the
               only person you know who will
               admit to your face that your
               father's a bag of shit. The
               biggest bag of shit in this town.
                      (slight beat)
               Better head home. Shouldn't be
               gone too long.

     Alice drives away.   Jacey smiles -- he's won.


93     EXT. ROAD (OUTSIDE HALEY) - DAY (SHORT TIME LATER)             93

     The Plymouth cruises back toward town. Jacey drinks a
     bottle of beer and happily contemplates the possibilities
     of a relationship with Alice. He approaches a billboard
     that reads: "MIDWEST STEEL DESK, INC. -- Welcomes You to
     Haley, Illinois."

     Jacey drains the last of the beer and hurls the empty
     bottle at the billboard as he drives past it.


94     EXT. ABANDONED FARMHOUSE - DAY (WEEKS LATER -                  94
     LATE AFTERNOON)

     Pam's convertible is parked in a weed-choked yard. Pam
     and Doug hurl rocks at the windows, trying to break what
     is left of the shattered windows on the weather-beaten,
     two-story farmhouse.

                             PAMELA
               Who do you look like more, your
               father or your mother?

                             DOUG
               Hell, I don't know.

                             PAMELA
               Well, what did your father look
               like?

                             DOUG
               Like a photograph. I never knew
               him. He died like a month before
               I was even born. Jacey probably
               looks more like him than I do.
               Jacey's named after him. That's
               how he got to be called 'Jacey,'
               after his initials, John Charles,
               J.C.

                                                      (CONTINUED)

                                                              62.

94     CONTINUED:                                                   94

                             PAMELA
               He died in a car wreck, right?

                             DOUG
               You never heard about that?

                             PAMELA
               About what?

                             DOUG
               Well, it was sort of a car wreck.
               He drowned, or froze to death, or
               both, I don't know. He was trying
               to drive out to Mud Island.

                             PAMELA
               Mud Island's in the middle of the
               lake.

                             DOUG
               It was winter time, the lake was
               froze over.

                             PAMELA
               Jesus, that's pretty stupid.
                      (catches herself)
               Sorry.

                             DOUG
               It's all right, it is stupid.
               Real stupid. He did it on a bet.
               He bet someone twenty bucks that
               he could do it. He made it all
               the way out there, too. He went
               through the ice on his way back.


95     EXT. ABANDONED FARMHOUSE - ROOF - SUNSET                     95

     Doug and Pamela sit on the ridge of the farmhouse roof
     (they climbed out of a dormer window from the attic).

                             DOUG
               I think my dad was like Jacey is.
               Some guys are just dare-devils. I
               bet Jacey once that he couldn't do
               a back-flip off the garage roof
               into a big pile of leaves. And he
               did it.

                             PAMELA
                      (slight beat)
               One time Eleanor and I snuck out
               and walked around the yard naked.

                                                    (CONTINUED)

                                                             63.

95     CONTINUED:                                                  95

                             DOUG
               You did?

                             PAMELA
               Yeah. It was sort of a dare, too.
               She dared me, I dared her, so we
               both did it.

                             DOUG
               Was this day or night?

                             PAMELA
               Night.

                             DOUG
               Was there a full moon?

                             PAMELA
               I don't remember.

                             DOUG
               You walked around the yard or did
               you like run from tree to tree?

                             PAMELA
               We just walked around the yard.

                             DOUG
               Front yard or back yard?

                             PAMELA
               Back yard.

                             DOUG
               Oh.

                             PAMELA
               Does it matter?

                             DOUG
               Yeah. Back yard nudity is
               hypocritical. It's insincere.
               People should do and say exactly
               what they feel or think and not
               try to hide things.

                             PAMELA
               Okay.

                             DOUG
               Okay.

     Their conversation is stifled by this new standard of
     absolute honesty.

                                                   (CONTINUED)

                                                                64.

95     CONTINUED:    (2)                                              95

     The sunset provides a convenient excuse for their
     silence. But then Pam realizes he is staring at her.

                             DOUG
               Hi.

                             PAMELA
               Hi.

                             DOUG
               You look pretty.

                             PAMELA
               Really?

                             DOUG
               Yup.

     Pamela takes his hand, gently unfolds it, and with her
     index finger she writes on his palm, "I love you."
     Telling him took all the nerve she could muster, she
     hasn't the stamina for a disappointing response -- she
     places her fingers on his lips to silence him. Doug
     leans over and kisses her, sweetly and tenderly, and for
     a long time. They will always remember this kiss.


96     EXT. MOVIE THEATRE (DOWNTOWN HALEY) - NIGHT                    96

     The marquee reads: "FRANK SINATRA -- EDW. G. ROBINSON --
     'A HOLE IN THE HEAD' -- CINEMASCOPE -- AIR CONDITIONED."
     Alice Abbott buys a ticket at the box office.


97     INT. MOVIE THEATRE - NIGHT (MINUTES LATER)                     97

     The movie has already begun. Alice enters the sparsely
     peopled theatre and pauses to allow her eyes to adjust to
     the darkness. A hand reaches out and takes her hand --
     it is Jacey. He's seated beside the door. He rises and
     leads her across the row of empty seats to the exit.


98     INT. MOVIE THEATRE - BALCONY - NIGHT (MOMENTS LATER)           98

     Jacey guides Alice to two seats deep in the shadows of
     the otherwise unoccupied balcony. They gaze at the
     screen for a few moments, then he moves his mouth to her
     ear and nibbles on her lobe. She turns her lips to his
     and they kiss passionately. Jacey slides his hand under
     her skirt. Alice presses herself against his hand and
     whispers:

                                                     (CONTINUED)

         INVENTING THE ABBOTTS - Rev. 2/16/96                    65/66.

98       CONTINUED:                                                  98

                                 ALICE
                   Don't tell... don't tell anyone
                   what we're doing... don't tell
                   anyone... no one can know,
                   Jacey... no one...


99       INT. TEXACO STATION (DOWNTOWN HALEY) - NIGHT                99
(WEEKS LATER)

       The station is closed and locked up for the night. Jacey
       and Alice are naked in the back seat of a car parked
       inside the dark service bay. It is a hot and humid
       night. They are slippery with sweat.

                                   JACEY
                   Marry me.

                                   ALICE
                   Impossible...

                                 JACEY
                   Nothing's impossible...


100      OMITTED                                                     100
thru                                                               thru
B102                                                               B102


C102     EXT. BUS DEPOT (HALEY) - DAY                                C102

       Helen leans out a bus window and calls to Doug, who is
       perched on the front fender of the Plymouth, which is
       parked nearby with Jacey behind the wheel.

                                 HELEN
                   Don't forget to water my tomatoes!

                                 DOUG
                   Okay, Mom, okay.

       The bus pulls away. Doug waves as the bus goes down the
       street -- then he leaps with surprise as an impatient
       Jacey leans on the CAR HORN.

                                                                67.

102     INT. HOLT HOME - LIVING ROOM - NIGHT (WEEKS LATER)            102

      Doug and Pamela lounge on opposite ends of the sofa with
      his bare feet pressed against hers in a gentle shoving
      match. They are watching an episode of "Sea Hunt" on the
      TELEVISION.

                              PAMELA
                How long is your mom gone?

                              DOUG
                Two weeks. She goes up every
                summer to see this friend she went
                to college with.

                              PAMELA
                Eleanor lives in Chicago.

                                DOUG
                She does?

                             PAMELA
                Yeah. She's going to stewardess
                school.

                              DOUG
                What do they teach you at
                stewardess school?

                                PAMELA
                I don't know.    How to wiggle your
                bottom.

                              DOUG
                Maybe you should go there instead
                of Bryn Mawr?

      She pushes harder against his feet and her foot slips off
      his and clobbers him in the crotch. He moans and sits
      up.

                                DOUG
                Oww!   Damn!

                                PAMELA
                Sorry.

                                DOUG
                Watch it.

                              PAMELA
                It was an accident. Don't be
                crabby.

      She pulls him down on top of her. She kisses the tip of
      his nose then blows his bangs off his forehead.

                                                      (CONTINUED)

                                                            68.

102   CONTINUED:                                                  102

                            DOUG
              You want to... go upstairs?

                               PAMELA
              No.

                            DOUG
              I just thought maybe you were
              tired of just kissing?

                            PAMELA
              I'm not tired of kissing.    Are
              you?

                            DOUG
              No, but touching is nice.

                            PAMELA
              We are touching.

                            DOUG
              I just... you know... would like
              to see what you look like without
              any clothes on.

                               PAMELA
              Doug!

                            DOUG
              Aren't you curious?

                            PAMELA
              No, I know what I look like
              without any clothes on -- I look
              naked.

                            DOUG
              Can I touch your breasts?

                               PAMELA
              Jesus.

                            DOUG
              Just on the outside?

                           PAMELA
              No. You can kiss me.      I like
              lips.

                               DOUG
              You like lips?

                                                  (CONTINUED)

                                                              69.

102     CONTINUED:   (2)                                            102

                              PAMELA
                I like your lips, block-head. I
                like being here like this. But
                I'm not taking my clothes off,
                'cause if we do that, you know
                what we'll do. And I'm too... I
                don't want to be like my sisters.
                Not if I can help it.

      They kiss but are almost instantly interrupted by the
      SLAM of the SCREEN DOOR. Doug looks up and does a
      surprised take as he sees Alice going up the stairs
      followed by Jacey.

                                DOUG
                Shit...

                                PAMELA
                Who is it?

                              DOUG
                My brother. He just went upstairs
                with your sister.

                                PAMELA
                With Eleanor?

                                DOUG
                Alice.


103     EXT. HOLT HOME - STREET - NIGHT                             103

      Pamela rushes out of the house with her shoes in her
      hand. Doug chases after her in his bare feet.

                              DOUG
                Hey... hold up!

                              PAMELA
                Why didn't you tell me?

                              DOUG
                Hell, I didn't know. What does
                this got to do with us?

                              PAMELA
                My God... what is she doing?

                              DOUG
                Why is it okay for you to sneak
                around with me, but it's not all
                right for Alice to sneak around
                with Jacey?

                                                    (CONTINUED)

                                                                 70.

103     CONTINUED:                                                     103

                              PAMELA
                Because I'm not Alice! And you're
                not Jacey! Alice is... is like my
                mom, they both get hurt so easy,
                they're like turtles without
                shells.

                              DOUG
                Come on, take it easy.

                              PAMELA
                You don't know my father. You
                don't know how he is about Jacey.
                He blames him for everything that
                happened with Eleanor.

                              DOUG
                Eleanor fooled around with lots of
                guys, it's not Jacey's fault your
                dad kicked her out.

                              PAMELA
                Oh, Jesus! He didn't kick her
                out, he put her in a nut house!
                He shipped her off to this clinic
                in Wisconsin.

                              DOUG
                       (taken aback)
                But... I thought you said she's in
                Chicago?

                                 PAMELA
                She is now.     They let her out a
                month ago.

                                 DOUG
                Oh, shit.

                                 PAMELA
                Yeah.   Shit.


104     EXT. ABBOTT HOME - STREET - LATER THAT NIGHT                   104

      The Plymouth approaches -- Jacey turns off the headlights
      and KILLS the MOTOR and coasts to a stop in front of the
      house next door to the Abbotts'. Alice gets out of the
      car, Jacey hurries after her, following her into her
      front yard.

                                 JACEY
                Alice... wait!

                                                       (CONTINUED)

                                                                71.

104     CONTINUED:                                                    104

                                 ALICE
                Go away.

                              JACEY
                It's the truth, you know it is.

                              ALICE
                No, no, it's all just... screwing.

                              JACEY
                It's called making love.

                                 ALICE
                Don't.

                                 JACEY
                Don't what?

                              ALICE
                Don't follow me.

      He grabs her arm and stops her.

                                 JACEY
                What's wrong?

                              ALICE
                I spend all day, every day, just
                waiting and waiting to be with
                you, waiting to forget everything,
                you make me forget... but then
                when I get dressed and I come
                home, you... just... leak out of
                me. Leak away. I go into the
                bathroom and I wash you off of me
                and I remember everything.

                                 JACEY
                Remember what?

                                LLOYD (O.S.)
                Alice?!    Is that you?

      Lloyd's voice paralyzes them.

                                 LLOYD (O.S.)
                Alice?

      Alice steps out of the shadows and finds Lloyd standing
      at the front door.

                                 ALICE
                Yes, Daddy...

                                                     (CONTINUED)

                                                                 72.

104     CONTINUED:    (2)                                              104

                              LLOYD
                Who are you talking to?

                              PAMELA (O.S.)
                She's talking to me, Daddy.

      Pamela rises from a wrought iron bench in another part of
      the yard -- she strolls over to Alice.

                              PAMELA
                Just girl talk.

                              LLOYD
                You can talk inside.     It's late.

      Pamela and Alice go inside the house.

      Jacey exhales, he is ashen.


105     EXT. IRON SKILLET RESTAURANT - NEXT DAY                        105

      Doug hoses down the sidewalk in front of the restaurant.
      Pamela pulls up in her car and gets out.

                                DOUG
                Hi.

                                PAMELA
                Hi.

                                DOUG
                What's up?

                              PAMELA
                I've been thinking -- maybe we
                shouldn't see each other right
                now.

                                DOUG
                Oh, yeah?    Why?

                              PAMELA
                Well... if my father... I don't
                really care what would happen to
                me if he found out I was seeing
                you, but I have to take care of
                Alice and my mother and Eleanor,
                and... well, it would be hard for
                me to do that if I were in the
                doghouse, too. You know?

                              DOUG
                Christ, why do you have to take
                care of them?
                                                      (CONTINUED)

                                                                 73.

105     CONTINUED:                                                     105

                              PAMELA
                       (shrugs)
                No one else will.

      He struggles to hold his anger and frustration in check.

                                DOUG
                Okay.   Sure.   See you around.

      Pam's composure begins to weaken, but she quickly returns
      to the car before she can lose control. Doug turns the
      hose back on. He doesn't look up as she drives away.


106     INT. HOLT HOME - KITCHEN - DAY (TWO WEEKS LATER)               106

      Helen rinses off some just-picked vegetables. She turns
      off the faucet, then pauses in reaction to something.


107     INT./EXT. HOLT HOME - STAIRS/FRONT PORCH - DAY                 107

      Helen approaches the foot of the stairs drying her hands
      with a dish towel. She listens for a beat, then steps
      out on the front porch. Doug is brushing a coat of green
      enamel on the repaired porch swing.

                              HELEN
                Who's upstairs with Jacey?

                                DOUG
                Alice Abbott.

                              HELEN
                       (long beat)
                How long is she likely to stay?

                              DOUG
                I don't know, but I wouldn't hold
                up dinner.


108     INT. HOLT HOME - KITCHEN - NIGHT (EARLY EVENING)               108

      Doug rinses the dirty dinner dishes in the sink.


109     INT. HOLT HOME - DINING ROOM - NIGHT                           109

      Helen hears the SCREEN DOOR SLAM as she fetches a clean
      tablecloth from the buffet. She puts the tablecloth on
      the table, starts for the kitchen, then hesitates.

                                                              74.

110     EXT. HOLT HOME - FRONT PORCH - NIGHT                        110

      Jacey stands on the porch watching the taillights of
      Alice's car disappear into the night. Helen appears
      behind the screen door.

                              HELEN
                Do you want dinner?

                                 JACEY
                No, thanks.

                              HELEN
                Don't sit on the swing -- Doug
                just painted it.

                                 JACEY
                I know.
                       (slight beat)
                I had to bring her here today.
                She couldn't see me tonight and
                there was nowhere else we could
                go.

                              HELEN
                I can appreciate that, Jacey,
                but...

                              JACEY
                I love her, Mother. I'm going to
                marry her.

                              HELEN
                Do her parents know about this?

                                 JACEY
                Of course not.

                              HELEN
                Don't you think they should?

                              JACEY
                I don't give a damn about them.

                              HELEN
                Does Alice feel the same as you
                do?

                                 JACEY
                She loves me.

                              HELEN
                Has she agreed to marry you?

                                                    (CONTINUED)

                                                               75.

110     CONTINUED:                                                   110

                             JACEY
                She will. She needs time. She's
                frightened. It's not easy for
                her.

                              HELEN
                How does hiding it from her family
                make it any easier?

                              JACEY
                We don't have any choice.

                              HELEN
                Alice is a grown woman, she's a
                mother with a child of her own; if
                she really loves you then she
                should...

                              JACEY
                       (cutting her off)
                All that matters is that I get her
                away from them before they find
                out.

                              HELEN
                I can't be a party to that, Jacey.

                               JACEY
                I don't need your help.   I'm not
                asking for it.

                              HELEN
                       (slight beat)
                You'll have to find somewhere else
                to take Alice -- I can't have you
                bringing her here again. I'm
                sorry.

      She steps away from the screen door.


111     INT. ABBOTT HOME - ENTRY HALL AND STAIRCASE - NIGHT          111

      Alice comes in the front door and goes up the stairs.

                              JOAN (O.S.)
                Alice? Where have you been?
                Susie cut her finger on the piano
                pedal. They're as sharp as razor
                blades...

      Joan steps into the entry hall.

                                                     (CONTINUED)

        INVENTING THE ABBOTTS - Rev. 3/20/96                    76.

111     CONTINUED:                                                    111

                              JOAN
                Alice? Did you hear me? Susan
                cut her finger on the piano pedal.

      Alice disappears at the top of the stairs.


112     INT. HOLT HOME - ENTRYWAY - LATE THAT NIGHT                   112

      It is almost two o'clock in the morning. Helen has dozed
      off in her chair with a book on her lap. She is startled
      awake by a loud BANGING at the front door. Helen hurries
      to the door and opens it. Pamela is on the porch. She
      is out of breath and very distraught. Her CAR is parked
      in the middle of the street with its lights on and MOTOR
      RUNNING.

                              HELEN
                Pamela, are you all right?

                              PAMELA
                I need to talk to...

      Jacey comes down the stairs, pulling on his bathrobe.
      Doug appears on the stairs behind him.

                                JACEY
                What's wrong?

                              PAMELA
                Alice took some pills, some of my
                mother's pills...

                              JACEY
                Oh, Jesus, no...

                              PAMELA
                She's all right, we took her to
                the hospital...

                              JACEY
                I'll get dressed...

                                PAMELA
                No!

                              JACEY
                I have to see her.

                              PAMELA
                No. That's why she sent me, she
                doesn't want you to come, she was
                afraid you would if you heard from
                someone else. She's all right.
                              (MORE)
                                                      (CONTINUED)

        INVENTING THE ABBOTTS - Rev. 3/20/96                     77.

112     CONTINUED:                                                     112

                              PAMELA (CONT'D)
                They just want her to rest
                tonight, they said they might let
                her come home in a day or two.
                She just needs to rest. I've got
                to go, I'm supposed to be on my
                way home from the hospital.

                              JACEY
                But I have to see her.

                              PAMELA
                Dammit, no! I'm warning you, just
                wait! I'll let you know just as
                soon as she can see you. Please,
                don't make things worse. Don't.


113     EXT. HOLT HOME                                                 113

      Pamela dashes back to her car.


112     CONTINUED:                                                     112

      as Jacey walks down the remainder of the stairs and
      watches Pamela speed away.

                              JACEY
                Jesus...

      Helen closes the front door and turns to say something
      to Jacey, but he cuts her off:

                              JACEY
                Leave me alone, just leave me
                alone.

      Helen climbs the stairs, collects Doug at the top
      landing, and leads him away.

      Jacey punches his fist through a glass pane of the sheer-
      curtained sidelight beside the front door.


114     EXT. HOLT HOME - STREET - YARD - DAY (FIVE DAYS LATER)         114

      Doug is mowing the front lawn.


115     INT. HOLT HOME - JACEY'S BEDROOM - DAY                         115

      The DRONE of the LAWN MOWER accompanies Jacey's pacing.
      His face is haggard and unshaven. He glances out the
      window and sees something that sends him bolting out of
      his bedroom.

           INVENTING THE ABBOTTS - Rev. 3/20/96                     78.

116        EXT. HOLT HOME - STREET - FRONT YARD - DAY (MOMENTS            116
LATER)

         Pam's convertible barely comes to a halt at the curb
         before Jacey comes charging out of the house to Pam.
         Doug is occupied with the lawn mower; he doesn't notice
         Pam and Jacey at first. (Jacey and Pam have to speak
         over the din of the LAWN MOWER.)

                                    JACEY
                   How is she?

                                 PAMELA
                   She's all right.

                                    JACEY
                   Can I see her?

                                 PAMELA
                   At the boathouse -- at the lake.

         Jacey turns and dashes up the driveway.

         Doug watches Jacey jump into the Plymouth and speed down
         the driveway and then up the street.

         Doug SHUTS OFF the LAWN MOWER and walks over to Pam.

                                 DOUG
                   What's going on?

         She looks at Doug with tears in her eyes.

                                 PAMELA
                   I had to... for Alice's sake.

                                 DOUG
                          (puzzled)
                   Had to what? What?

                                 PAMELA
                   Tell Jacey I'm sorry.

         Pam drives away.


117        EXT. BOATHOUSE (LAKE) - DAY                                    117

         The PLYMOUTH SKIDS to a stop behind the Abbott's Town &
         Country station wagon. Jacey jumps out of his car and
         rushes into the boathouse.


118        INT. BOATHOUSE - DAY                                           118

         Jacey discovers Lloyd Abbott waiting for him.

                                                         (CONTINUED)

        INVENTING THE ABBOTTS - Rev. 2/16/96                    79.

118     CONTINUED:                                                    118

                              LLOYD
                I have plans for my daughters, Mr.
                Holt, and they don't include you.
                I know you. I know you better
                than you know me. I know all
                there is to know about screwing
                your way into a wealthy family.
                I'll never let you screw your way
                into mine.

                                  JACEY
                Where is she?      Where's Alice?

      Jacey turns and rushes out of the boathouse.


119   EXT. BOATHOUSE - PLYMOUTH - DAY                               119

      Jacey hops into the PLYMOUTH and PEELS OUT as he speeds
      away. Lloyd Abbott steps out of the boathouse and
      approaches the station wagon.


120     EXT. PLYMOUTH (STREETS OF HALEY) - DAY                        120

      Jacey speeds recklessly back into town.


121     EXT. ABBOTT HOME - DRIVEWAY - DAY (MINUTES LATER)             121

      Jacey skids into the driveway and leaps out of the car.


122     INT. ABBOTT HOME - ENTRY HALL AND STAIRS - DAY                122

      Jacey bursts through the front door and cries out.

                                  JACEY
                Alice!   Alice!

      Joan Abbott rushes into the entry hall.

                                  JOAN
                Dear God!

                                  JACEY
                Where is she?!      Alice!   Alice!

                              JOAN
                Who do you think you are?

                              JACEY
                Dammit, where is she?!

                                                      (CONTINUED)

        INVENTING THE ABBOTTS - Rev. 3/20/96                     80.

122     CONTINUED:                                                     122

                              JOAN
                Get out!

                              JACEY
                Alice!

                              JOAN
                Get out of here!

                              JACEY
                Alice!

      Lloyd Abbott steps in the front door and drops his car
      keys into the silver bowl on the hall table.

                              LLOYD
                Call the police, Joan.

      Joan hurries away.

                              JACEY
                You son-of-a-bitch! Where is
                she?!

                              LLOYD
                Behind you, Mr. Holt...

      Jacey turns and sees Alice standing at the top of the
      stairs. She is pale and drawn and wearing a bathrobe.

                              JACEY
                Come with me. Please, Alice, just
                come with me now, right now.

                              ALICE
                I told you... I can't...

      She walks OUT OF VIEW. Lloyd steps up behind Jacey and
      says softly but with piercing intensity:

                              LLOYD
                Now, get out of here, you runt
                stud. And keep your poor-boy dick
                out of my daughters.

      Jacey turns and stares at Lloyd -- then brushes past him
      on his way out the door.


123     INT. HOLT HOME - JACEY'S BEDROOM - LATER THAT DAY              123

      Jacey haphazardly packs his suitcases. His emotions have
      been spent. Helen stands in the doorway.

                                                    (CONTINUED)

        INVENTING THE ABBOTTS - Rev. 3/20/96                     81.

123     CONTINUED:                                                     123

                                HELEN
                  Why spend all night and half the
                  day tomorrow waiting in Chicago
                  for the Philadelphia bus? Why not
                  just wait and take the morning bus
                  to Chicago?

                                JACEY
                  Because... the sooner I get out of
                  this fucking town the better.

                                 HELEN
                         (slight beat; stung)
                  Suit yourself.


124     OMITTED                                                        124


125   EXT./INT. ROAD/BUS (OUTSIDE HALEY) - EVENING (MAGIC            125
      HOURSHORT TIME LATER)

      Jacey doesn't look out the window as the bus (on its way
      out of town) drives past the illuminated billboard that
      reads: "MIDWEST STEEL DESK, INC. -- Welcomes You to
      Haley, Illinois."


126     INT. HOLT HOME - DINING ROOM - LATER THAT NIGHT                126

      Doug and Helen sit across from each other, neither one
      has much of an appetite. They eat in silence for a few
      moments, then:

                                DOUG
                  Dammit... why can't he just leave
                  them alone?

                                HELEN
                  Who?

                                DOUG
                  The Abbotts. I don't know why...
                  why couldn't he just forget 'em?
                  Just pretend they didn't even
                  exist?

                                 HELEN
                  If the Abbotts didn't exist, Jacey
                  would've had to invent them, one
                  way or another. There are no ends
                  of Abbotts in the world, if that's
                  what you need.
                                 (MORE)

                                                       (CONTINUED)

        INVENTING THE ABBOTTS - Rev. 2/16/96                    82.

126     CONTINUED:                                                    126

                              HELEN (CONT'D)
                And he just needs that somehow.
                Well, actually, I know how.

      She rises and picks up her plate.


127     INT. HOLT HOME - KITCHEN - CONTINUOUS ACTION - NIGHT          127

      Helen carries her plate to the sink.   Doug follows her
      in.

                              DOUG
                What do you mean, how do you know?

      She sits at the kitchen table and sighs as if coming
      around to some central, hard truth.

                              HELEN
                I was just a wreck when Charlie
                died.
                              (MORE)

                                                     (CONTINUED)

      INVENTING THE ABBOTTS - Rev. 3/20/96                   83.

127   CONTINUED:                                                   127

                            HELEN (CONT'D)
              Jacey was almost two and I was
              eight months pregnant with you
              and... well, some mornings I'd be
              crying before I even woke up.
              Then you were born. And Jacey
              just got lost in there. I didn't
              have anything for him. Mother
              took him over. He'd cry or call
              for me, and then I'd hear Mother
              answer him, and I'd go back to
              sleep.
                     (sighs bitterly)
              I should've taken us away from
              here, gone somewhere else.

                            DOUG
              Why?

                            HELEN
              After Charlie died Lloyd Abbott
              started dropping by on his way
              home from work. He felt so bad
              about that bet Charlie made with
              him at the lake. That foolish,
              idiotic bet. Poor Lloyd -- I felt
              sorry for him. He'd have a cup of
              coffee with Mother and me. If a
              doorknob had come off he'd fix it.
              He'd carry the garbage cans to the
              curb. Someone dies, people try to
              be helpful. But he was by here so
              often that people started to talk.
              It was fairly obvious that he
              wanted something more from me than
              just a cup of coffee. I suggested
              that he didn't need to stop by
              here so often, but... then one
              afternoon I was at Woolworth's,
              having lunch at the counter. All
              of sudden Joan Abbott was standing
              there -- screaming and yelling at
              me to stop sleeping with her
              husband, with Lloyd. I was
              speechless. She was gone before I
              could find my tongue.

                            DOUG
                     (stunned; almost
                      ill)
              Christ...

                                                   (CONTINUED)

                                                              84.

127     CONTINUED:   (2)                                            127

                              HELEN
                I went to see Joan, I tried to
                talk to her, to put her mind at
                ease, but...

                              DOUG
                Dammit, why didn't Lloyd tell her
                that nothing had happened?

                              HELEN
                I'm sure he did, but men always
                say that, darling. Besides, Lloyd
                was always having affairs. He's
                that type of man.

                              DOUG
                Ahhh, Jesus... but why? Why did
                everyone in town believe Joan
                Abbott?

                              HELEN
                Because she's Joan Abbott. If you
                cross Joan you don't get invited
                to her parties -- and the Abbotts
                have the best parties in town.
                The only parties.

                              DOUG
                I hate this town. I hate the
                Abbotts.

      He slaps the back of a chair and knocks it over.

                              HELEN
                I'm sorry, Doug, I shouldn't have
                told you.

                              DOUG
                I already knew.

                              HELEN
                People still talk about it?

                              DOUG
                No, I've never heard anyone talk
                about it. Not to me.

                              HELEN
                Then how did...?

                              DOUG
                Jacey.

                                                    (CONTINUED)

         INVENTING THE ABBOTTS - Rev. 3/20/96                   85.

127      CONTINUED:   (3)                                             127

                               HELEN
                 Oh, Lord... he knows too?

                              DOUG
                 Yeah. But he thinks it really
                 happened.

       Helen is overcome with tears. Doug stares at her
       helplessly. He's never seen his mother weep before.


128    OMITTED                                                      128
&        &
129                                                                 129


130      EXT. COUNTRYSIDE ROAD - DAY                                  130

       The bus cruises along the two-lane blacktop.   Doug stares
       out the window.


A131   EXT. PHILADELPHIA STREET - NIGHT (EARLY FALL 1959)           A131

       Partygoers enter building.


131    INT. JACEY'S APARTMENT                                       131

       A vintage, third-floor, railroad flat -- sparsely
       furnished and neat as a pin. Jacey is hosting a party.
       A TONY BENNETT record ("When Somebody Breaks Your Heart")
       plays on the hi-fi. The apartment is elbow-to-elbow with
       Penn men and attractive coeds from Radcliffe, Mt.
       Hollyoke, and Byrn Mawr. Doug sits in the middle of the
       sofa wedged between two coeds having separate, but
       equally animated conversations with two of Jacey's
       classmates (who are perched on the arms of the sofa).
       Doug wears a jacket and tie but his knack at looking out
       of place is intact.

       Jacey is apart from the others wooing a gorgeous CO-ED in
       a tight cashmere sweater.

                               JACEY
                 Airplanes, bridges, skyscrapers,
                 bras, all utilize the same
                 fundamentals of structural
                 design...

       With his finger he traces the back strap of her bra
       beneath her sweater...

                                                      (CONTINUED)

        INVENTING THE ABBOTTS - Rev. 3/20/96                    86.

131     CONTINUED:                                                    131

                               JACEY
                A stable foundation that resists
                compression...

      His finger trails the shoulder strap of her bra...

                              JACEY
                Carefully calculated suspension...

      He draws his fingertip around the outside of her breast
      to the lower front of her bra...

                              JACEY
                And cantilevered elements to
                provide support.

      The Co-ed is bothered but none-the-less bewitched.

                              CO-ED
                Ahh... you know, I'm engaged.

                                JACEY
                So am I.

                              CO-ED
                       (shocked)
                You are?

                              JACEY
                I'm engaged in conversation with
                you.

      Jacey smiles and then kisses her. Doug is spying on them
      from the safety of the crowd. Jacey winks at Doug. Doug
      shakes his head in wonder.


132   EXT. CAMPUS - SIDEWALK (UNIVERSITY OF PENNSYLVANIA,          132
      PHILADELPHIA) - DAY (MONTHS LATERLATE FALL, 1959)

      Doug walks along the sidewalk towards the entrance of the
      theater carrying some rolled-up plans under his arm. He
      reacts as he sees:

                                DOUG
                Hey!   Hey!   Pam!

      Pamela Abbott walks across the quad. Pam is 19 years old
      now, her beauty in full bloom. Doug jogs over to her.

                                DOUG
                Hi.

                                                     (CONTINUED)

                                                                87.

132     CONTINUED:                                                    132

                                PAMELA
                Hi.

                              DOUG
                What are you up to?

                              PAMELA
                I come down to use the library
                sometimes or go shopping.

                              DOUG
                How's Bryn Mawr?

                                PAMELA
                Very... Bryn.    I got to catch the
                bus back.

                              DOUG
                Just have to drop off these set
                designs -- you want to go get
                something to eat?

                               PAMELA
                I can't.   Sorry.

                               DOUG
                Why not?   It's been a long time.

                              PAMELA
                You seem taller.

                              DOUG
                       (re: her figure)
                And you seem... not so plain.
                       (slight beat)
                So, dinner, okay?

                               PAMELA
                I can't.   I have to go to this
                party.

                                DOUG
                What party?

      The traffic light changes and the other pedestrians cross
      the street.

                              PAMELA
                Just a party I got roped into
                going. Maybe some other time,
                okay? I mean it, really.

                              DOUG
                Just call -- I'm at Reed Hall.

                                                      (CONTINUED)

        INVENTING THE ABBOTTS - Rev. 3/20/96                     88.

132     CONTINUED:                                                     132

                               PAMELA
                Okay.   Bye.

                               DOUG
                Bye.

      Doug watches her cross the street.


133     INT. REED HALL - DOUG'S DORM ROOM - THAT NIGHT                 133

      Doug is revising a set design -- deeply concentrating on
      his task. He's startled by a KNOCK on the door.

                             MALE STUDENT (O.S.)
                Hey, Holt! You got a visitor
                downstairs!


134     INT. REED HALL - LOBBY - NIGHT (MINUTES LATER)                 134

      Doug comes down the wide stairs with a puzzled look on
      his face. He stops at the front desk and the student
      clerk points to another part of the lobby. Doug walks
      across the cavernous lobby and finds Pamela Abbott
      slumped in a chair.

                              DOUG
                Did you miss the bus?

      Pam laughs and Doug suddenly realizes:

                              DOUG
                Damn, you're drunk. Awww, man...
                I better get you out of here before
                the Puritans tar-and-feather you.
                Can you walk?

      Pam awkwardly rises and Doug guides her to the door.

                              DOUG
                Listen to me -- go out the front
                door, turn right, go around to the
                side of the building and wait for
                me by the fire escape. Okay?
                Just wait.


135     EXT. REED HALL - FIRE ESCAPE - NIGHT (MINUTES LATER)           135

      Pamela leans against the side of the building as the fire
      escape ladder descends to the pavement. Doug climbs
      down.

                                                      (CONTINUED)

                                                                 89.

135     CONTINUED:                                                     135

                              DOUG
                Come on -- up we go.   Pam?

      Pam keels over and vomits.


136     INT. REED HALL - DOUG'S DORM ROOM - NIGHT                      136

      Pam sits on the bed as Doug pulls her stained turtleneck
      sweater off over her head (she's wearing a bra).

                              DOUG
                What were you drinking, Sterno?

                              PAMELA
                I'm cold...

                              DOUG
                Hold on, we got to get your pants
                too. Can you stand up.
                       (as she collapses on
                        the bed))
                No, you can't stand up. All
                right.

      He undoes the waist of her pants and tugs on her pant
      legs, but her panties start to slide off along with her
      pants.

                              DOUG
                Nope, nope, let's keep the panties
                on, okay? Pam? Can you hold on
                to your underpants?
                       (she's out)
                I'll hold on to your underpants.

      He holds her panties in place while he struggles to get
      her pants over her hips.


137     INT. REED HALL - RESTROOM - NIGHT                              137

      Doug rinses out Pam's clothes in a sink.


138     INT. REED HALL - DOUG'S DORM ROOM - NIGHT                      138

      Pam's wet clothes have been draped over the radiator.
      Pam is passed out, tucked in under the covers. Doug sits
      on the edge of the bed gently cleaning her face with a
      damp washcloth.

                                                                 90.

139     INT. DOUG'S DORM ROOM - NEXT MORNING                           139

      Doug   stirs from his sleeping spot on the floor (he slept
      with   his clothes on). He notices that Pam's clothes have
      been   removed from the radiator. He sits up and finds
      that   the bed is empty. She's gone.


140     EXT. BRYN MAWR - DORMITORY - TWO DAYS LATER                    140

      Pamela approaches her dorm carrying an armload of books.
      She starts up the steps then stops when she sees Doug.

                                DOUG
                  You're welcome.

                                PAMELA
                  I'm sorry, Doug.

                                  DOUG
                  Shit.    That's it? You're sorry?

                                PAMELA
                         (suddenly alarmed)
                  Oh Jesus... did we?

                                DOUG
                  Oh-Jesus-did-we what?

                                PAMELA
                  Did we... do it?

                                DOUG
                  What do you think?

                                PAMELA
                  I... don't... remember...

                                DOUG
                  Goddammit. Well, I know you might
                  find this hard to believe, but I
                  don't sleep with drunks.

      He walks away.      She calls after him.

                                  PAMELA
                  Doug?    Hey!


141     INT./EXT. DOUG'S DORM ROOM/FIRE ESCAPE - THAT NIGHT            141

      Doug lounges on his bed reading a textbook. It is
      raining outside. He is startled by a TAPPING on the
      windowpane. Pamela is outside on the fire escape. He
      ignores her.

                                                      (CONTINUED)

                                                                91.

141     CONTINUED:                                                    141

                              PAMELA
                Doug! Open the window!     Come on,
                I'm freezing. Doug...!

      He gets out of bed, unlatches the window, then returns to
      the bed and his book. Pamela opens the window (with
      difficulty) and climbs in. She drapes her wet coat over
      the radiator and sits in the desk chair.

                              DOUG
                If you feel like you're gonna puke
                use the wastebasket there.

                              PAMELA
                I'm sorry. I am so sorry. I was
                embarrassed. I didn't know where
                I was when I woke up. I felt like
                I was dying, so, I just... I was
                going to call you.

      Doug doesn't respond -- he turns the page of his book.

                              PAMELA
                I don't know... I was blotto. I
                mean, I was so happy to see you.
                Then I just got sad. I got sad.
                And stupid. It happens, you know?

      Doug snaps his book shut.

                              DOUG
                You want to hear something stupid?

                               PAMELA
                What?

                              DOUG
                When I was cleaning you up, wiping
                the puke off your face, I suddenly
                realized how much I miss you --
                how much I love you. How's that
                for stupid?

      Pam is stung by his flippancy, she begins to cry.

                              DOUG
                What are you crying for?

                               PAMELA
                I love you.   But it's too late.

                               DOUG
                Why?

                                                      (CONTINUED)

                                                                  92.

141      CONTINUED:    (2)                                              141

                               PAMELA
                 Everything's too screwed up.

       Doug kneels in front of her and anxiously tries to
       console her.

                               DOUG
                 No, no, it's not too late. It's
                 perfect timing. We're on our own
                 now. No Jacey and Eleanor or
                 Jacey and Alice. That's what
                 stinks about being the youngest,
                 we have to sweep up after
                 everybody else. But now it's just
                 us. It's our turn.

                               PAMELA
                 How can you be in love with me?

                               DOUG
                 How can you be in love with me?

                               PAMELA
                 'Cause I've always have been.
                 You... block-head.

       He kisses her, then he gazes at her and strokes her hair.

                               DOUG
                 Hi.

                               PAMELA
                 Hi.

                               DOUG
                 You want to see something?

                               PAMELA
                 What?

                               DOUG
                 Come on.


142      EXT. THEATER - SIDEWALK (UNIVERSITY OF PENNSYLVANIA,           142
PHILADELPHIA) - NIGHT

       Doug and Pam hurry along the rain-swept sidewalk towards
       the theater.


143      INT. THEATER - NIGHT (MOMENTS LATER)                           143

       The large theater is dark except for a single work light
       standing on the bare stage.
                                                     (CONTINUED)

        INVENTING THE ABBOTTS - Rev. 3/20/96                    93.

143     CONTINUED:                                                    143

      Doug leads Pam by the hand down the aisle from the lobby.

                              PAMELA
                What are we doing here?

                              DOUG
                I want to show you something.

      He escorts her up a short flight of steps and positions
      her center stage near the footlights.

                              DOUG
                Just stand right there.

      He takes the work light with him as he walks off stage.
      Then with a METALLIC CLANK everything goes dark.

                               PAMELA
                        (alarmed)
                Doug!

                              DOUG (O.S.)
                It's all right -- don't move!
                Stay put.

      There's the RUMBLE and SQUEAK of a piece of SCENERY being
      rolled onto stage -- then the SWOOSH of a backdrop being
      lowered from the fly loft.

                              DOUG (O.S.)
                Almost, almost... hold on.

      We hear Doug RUNNING somewhere backstage then a beautiful
      sunset slowly illuminates the stage -- creating the
      perfect mood for the modestly scaled stylized set that
      Doug has put into place: It is the roof of a weathered
      farmhouse with a dormer window and a tall brick chimney.
      Doug steps on stage, he's a bit winded from his quick-
      change routine.

                              PAMELA
                Oh, Doug, it's beautiful.

                              DOUG
                The senior acting class does
                scenes from different plays, they
                invite everybody, it's a real big
                deal. So, there's this
                competition among all the theater
                design students to do the sets.
                And -- anyway -- I'm the one
                whose design got picked.

                                                    (CONTINUED)

        INVENTING THE ABBOTTS - Rev. 3/20/96                      94.

143     CONTINUED:    (2)                                               143

                              PAMELA
                What scene is it for?     What play?

                              DOUG
                       (a tad embarrassed)
                Umm... Romeo and Juliet. It's
                something different, I think
                that's why they picked it.
                Everybody else was doing castles
                and stuff. Rooftop Romeo and
                Juliet by Douglas L. Holt.

                              PAMELA
                You're really good at this.

                              DOUG
                It's like building models when I
                was a kid. It's fun. It's...
                make-believe.

                              PAMELA
                You know, they tore that old
                farmhouse down?

                                 DOUG
                Oh, no.     Did they?

                                 PAMELA
                Yeah.

                              DOUG
                They always tear down the wrong
                stuff.

                              PAMELA
                Oh, Jesus, I missed you -- so
                much.

                              DOUG
                Missed you, too.

      They kiss -- then Pamela pulls away.    Doug studies her,
      then:

                              DOUG
                You have a boyfriend, right?

                                 PAMELA
                No.

                              DOUG
                Well, what? You worried what your
                old man would think?

                                                       (CONTINUED)

        INVENTING THE ABBOTTS - Rev. 3/20/96                    95.

143     CONTINUED:   (3)                                              143

                              PAMELA
                He doesn't care what I do, as long
                as I don't do it in Haley.

                              DOUG
                Then what's the problem?

                              PAMELA
                I can't... do this.

                              DOUG
                Why not? I mean... okay. We
                don't have to go so fast. Shit,
                I'm sorry. I blew it again, huh?

                               PAMELA
                No, I did.

                               DOUG
                How?

      Pam climbs down off the stage and starts up the aisle.

                              PAMELA
                I'm on probation. They pulled a
                bed-check the night I was here. I
                have to be back in the dorm by
                ten. Gotta go.

                              DOUG
                What about tomorrow? I could come
                up in the afternoon and...

                              PAMELA
                No! It's just too late. It's all
                messed up. I can't seem to make
                things all right. The more I try
                the worse everything gets. I'm
                sorry.

      Pam walks up the aisle and disappears through a door to
      the lobby.

                               DOUG
                Pam!   It's not too late!


144   OMITTED                                                     144
&       &
145                                                               145

         INVENTING THE ABBOTTS - Rev. 3/20/96                     96.

146      OMITTED                                                        146
&        &
147                                                                     147


A148     INT. BRYN MAWR DORMITORY - LOBBY - LATER THAT NIGHT            A148

       Pam enters the lobby. A female student CLERK (#1)
       displays a message as Pam passes by the front desk.

                                 CLERK #1
                   Pam -- some guy named Doug keeps
                   calling for you.

       Pam ignores the Clerk and the message and goes upstairs.


148      EXT. BRYN MAWR DORMITORY - DAY                                 148

       Pamela approaches her dorm. She stops as she sees Doug
       waiting beside the entrance. She turns and walks away.


A149     EXT. BRYN MAWR DORMITORY - NIGHT                               A149

       Doug still waiting beside the entrance for some sign of
       Pam. He's tired, cold, and hungry. He grinds out his
       cigarette with his heel and walks away.


B149   EXT. JACEY'S APT. (PHILADELPHIA STREET) - DAY (SUNDAY)       B149


149    INT. JACEY'S APARTMENT                                       149

       Jacey sits in his favorite armchair reading the Sunday
       newspaper. Doug sits in the middle of the sofa. Jacey
       scrutinizes his brooding younger brother.

                                 JACEY
                   What's wrong with you?

                                 DOUG
                   Nothing.

       A boiling water KETTLE starts to WHISTLE (O.S.) -- Jacey
       goes into the kitchen to tend to it. There is a soft
       KNOCK on the front door. Doug goes to answer it. He
       opens the door and finds Pamela standing there with her
       coat in her hand. He is pleasantly surprised; Pam is
       distant, slightly off-balance.

                                 DOUG
                   Hi.

                                 PAMELA
                   Hi.
                                                      (CONTINUED)

         INVENTING THE ABBOTTS - Rev. 3/20/96                     97.

149      CONTINUED:                                                     149

                               DOUG
                 How did you know I was here?

                               JACEY (O.S.)
                 You want another cup of...

       Jacey steps out of the kitchen and frowns when he sees
       Pam.

                               JACEY
                 I told you not to come by on
                 Sundays.

                                PAMELA
                 I forgot.

       The breath goes out of Doug as if he'd been struck in the
       stomach.

                               JACEY
                 Dammit, why didn't you call first?

                               PAMELA
                 Didn't have any nickels.

                               JACEY
                 Well, I didn't expect to see you
                 again. You want to fuck? I mean,
                 that's why you came over, right?

                                PAMELA
                         (slight beat)
                 Sure.

                               JACEY
                 Then take off your clothes.

       Pamela drops her coat on the floor. She pulls her
       sweater off over her head. Doug's anguish is as great
       as Pamela's humiliation. He cannot bear any more if
       this -- he walks out the door.


150      EXT. JACEY'S APARTMENT (PHILADELPHIA) - SIDEWALK - DAY         150

       Doug comes out of the apartment house and walks up the
       sidewalk. Tears begins to stream down his face. He
       begins to run and run as fast as he can.


151      INT. REED HALL (PHILADELPHIA) - LOBBY AND STAIRS -             151
THAT NIGHT

       Doug enters the dormitory and starts up the stairs.

                                                      (CONTINUED)

        INVENTING THE ABBOTTS - Rev. 3/20/96                   98.

151     CONTINUED:                                                   151

                                 JACEY (O.S.)
                Doug...

      Doug turns and finds Jacey at the foot of the stairs.

                                 DOUG
                Fuck you.

      Doug continues up the stairs -- Jacey pursues him.

                                 JACEY
                I didn't know.

                              DOUG
                You didn't know what?!

                              JACEY
                How you felt about Pam.

                                 DOUG
                Fuck you.

                                 JACEY
                I'm sorry.

                              DOUG
                Apologize to her, you asshole!

                                 JACEY
                I did.
                       (slight beat)
                I ran into her a few weeks ago at
                a party. She was drinking and
                I... it was easy. She felt guilty
                about telling her father about
                Alice and me. Actually, I made
                her feel guilty, I made her feel
                like she had betrayed Alice.

                              DOUG
                She didn't betray Alice! She was
                just trying to get rid of you so
                Alice wouldn't try to kill herself
                again. Jesus Christ, you shit-
                head, Alice couldn't marry you!

                                JACEY
                I know.    I mean, I do now.

                              DOUG
                Then what the hell did Pam ever do
                to deserve your revenge?

                                 JACEY
                Nothing.
                                                     (CONTINUED)

                                                                 99.

151     CONTINUED:   (2)                                               151

                              DOUG
                Just your way of evening the score
                with Lloyd Abbott, right?

                                JACEY
                Right.

      Doug spins and delivers a wild, roundhouse punch that
      lands brutally on the side of Jacey's face -- the impact
      knocks him down onto the steps. Jacey's eyebrow has
      split open, he is blinded by blood.

                                DOUG
                I don't know   you! I don't know
                who the fuck   you are! You fuck
                everything.    You fuck everything
                up! Why did    you have to fuck Pam,
                too?!

      Doug walks away, leaving Jacey sitting on the steps,
      clutching a banister for support. He presses his palm to
      his eyebrow to squelch the flow of blood.


152     EXT. BRYN MAWR DORMITORY - DAY                                 152

      Doug approaches Pam's dormitory.


153     INT. BRYN MAWR DORMITORY - LOBBY - DAY                         153

      Doug steps up to the female student CLERK (#2) at the
      front desk.

                              DOUG
                Pamela Abbott, please.     Tell her
                Doug is here.

                              CLERK #2
                She's not here.

                                DOUG
                I'll wait.

                                CLERK #2
                But she left.

                              DOUG
                What do you mean?

                              CLERK #2
                She left... last night.

                                                       (CONTINUED)

        INVENTING THE ABBOTTS - Rev. 3/20/96                       100.

153     CONTINUED:                                                        153

                              DOUG
                Where did she go?

                                CLERK #2
                I don't know.

                              DOUG
                Well, did she go home?

                              CLERK #2
                No one seems to know. She just
                took some clothes and left.

                              DOUG
                       (lost)
                Oh, God... no...

      His pain is so clear that it spurs the Clerk's sympathy.

                              CLERK #2
                Look, I'm not supposed to do this,
                but... well, I can give you her
                home address.

                              DOUG
                       (explodes with irony)
                Shit! Yeah, right...
                       (slight beat)
                I mean... thanks. Thanks anyway.
                I know her home address.


154     EXT. ABBOTT HOME - STREET - DAY (DECEMBER, 1959)                  154

      The Abbott house is decked with snow. Doug sits    behind
      the wheel of the Plymouth. He's parked down the    street.
      He smokes a cigarette and stares at the house --   the
      pavement outside the driver's window is littered   with
      butts.


155   EXT. SHOP (DOWNTOWN HALEY) - DAY                               155

      Alice comes out on the street laden with packages and
      shopping bags. She's startled by Doug when he falls in
      beside her and follows her down the sidewalk.

                                DOUG
                Where's Pam?

                                ALICE
                I don't know.

                              DOUG
                Is she with Eleanor?
                                                     (CONTINUED)

        INVENTING THE ABBOTTS - Rev. 3/20/96                     101.

155     CONTINUED:                                                      155

                                ALICE
                I don't know.

                                DOUG
                In Chicago?

                                ALICE
                I don't know.

                              DOUG
                I couldn't find Eleanor's name in
                the Chicago phone book.

                              ALICE
                Maybe it's unlisted.

                              DOUG
                Well, do you know Eleanor's
                address?

                              ALICE
                No. I don't know her address, I
                don't know her phone number.
                You'd have to ask my father for
                it. All right?

      Alice turns and steps into another shop -- leaving Doug
      behind on the sidewalk.


156   INT. HOLT HOME - LIVING ROOM - NIGHT (CHRISTMAS, 1959)       156

      PERRY COMO SINGS "The Little Drummer Boy" ON the
      TELEVISION. Doug rises from the sofa.


157     INT. HOLT HOME - KITCHEN - CONTINUOUS ACTION - NIGHT            157

      Helen is peeling apples to make a pie.   Doug enters and
      studies her for a beat.

                                DOUG
                Are you okay?

                                HELEN
                I'm fine.

                              DOUG
                You look... tired.

                                HELEN
                Just a cold.

                                DOUG
                You sure?
                                                     (CONTINUED)

        INVENTING THE ABBOTTS - Rev. 3/20/96                    102.

157     CONTINUED:                                                     157

                               HELEN
                I do wish Jacey had come home for
                Christmas. Maybe that's what's
                wrong with me.

                              DOUG
                I guess that free-lance drafting
                job was too good for him to turn
                down.

                              HELEN
                I don't think that's why he didn't
                come home. I wrote him a letter,
                you know. About Lloyd and me.
                Has he mentioned it to you?

                               DOUG
                No.

      Doug wants to avoid the topic of Jacey.    He opens the
      refrigerator.

                              DOUG
                When did you start drinking beer?

                              HELEN
                Oh... I bought those for you. I
                had them in the basement; I kept
                forgetting to bring them up.

      He does a bemused take on her.

                              HELEN
                Good heavens, I know you drink
                beer.

      Doug takes out two bottles of beer and opens them.

                               DOUG
                Here.   Have one with me.

                              HELEN
                I bought those for you, honey.

                              DOUG
                It's not good to drink alone, Mom.

                              HELEN
                Don't be silly.

                               DOUG
                Come on.   Sit down.   Have a beer.

                                                      (CONTINUED)

                                                               103.

157     CONTINUED:   (2)                                              157

      He pulls out a chair for her. She reluctantly comes over
      and sits down. Doug sits and proposes a toast.

                              DOUG
                Merry Christmas.

                              HELEN
                Merry Christmas.
                       (takes a sip)
                It's beer.

                              DOUG
                Let's drink 'em all.

      Helen laughs girlishly.

                              HELEN
                Charlie was always trying to get
                me to drink beer.

                              DOUG
                Why do you always call him
                Charlie?

                              HELEN
                That was his name.

                              DOUG
                Why don't you ever say 'your
                father'?

                              HELEN
                Sometimes I do, don't I? I don't
                know. When I think of him, I
                think of 'Charlie.'

                              DOUG
                Did you ever... meet anybody else?

                              HELEN
                You mean another man?

                                DOUG
                Yeah.

                              HELEN
                Well, everyone always thinks
                things are more possible than they
                are. I mean, single men don't
                stay in Haley if they have any
                starch. The only eligible man
                around was Drew Carter, but he
                smells like his dog.

                                                     (CONTINUED)

        INVENTING THE ABBOTTS - Rev. 2/16/96                     104.

157     CONTINUED:    (3)                                               157

      Her remark cracks Doug up -- Helen laughs, too.

                              HELEN
                I wish I'd remembered the beers
                sooner. It's nice to see you
                smiling.

                               DOUG
                Sorry.

                               HELEN
                Don't be.   Everyone has sad times.

      Doug dissolves into tears. He lowers his head and
      shields his eyes with his hand. Helen leans over and
      strokes his hair. After a few moments, he rises and
      wipes away his tears with a dish towel.

                              HELEN
                I'll tell you a secret. I did
                have a friend. A man in Chicago.
                I used to see him when I went up
                to Chicago to visit Bea during
                summer vacations.

                              DOUG
                'Used to see him' -- you don't see
                him anymore?

                               HELEN
                No.

                              DOUG
                Did you like him?

                              HELEN
                He was a wonderful man. A little
                boring, but really, very
                wonderful.

                              DOUG
                How long did this go on?

                              HELEN
                About eight years or so, it was
                when you boys were still at home.

                              DOUG
                That's a long time. Did you ever
                think about marrying him?

                               HELEN
                He proposed.   But, well, obviously,
                I said no.

                                                       (CONTINUED)

                                                                  105.

157      CONTINUED:   (4)                                                157

                               DOUG
                 Why?

                               HELEN
                 Because I'm in love with... your
                 father. With my memory of him.
                 He was the one for me. Oh, I
                 don't know... there's different
                 kinds of love, darling. Some
                 people you love no matter what.
                 Other people you love if the
                 situation is right. To me the
                 best kind of love is the 'no
                 matter what' kind.
                        (slight beat)
                 Well, I am a cheap drunk, aren't
                 I?


158      EXT. COUNTRYSIDE - ROAD - DAYS LATER                            158

       The bus cruises along the narrow ribbon of pavement.


159      INSIDE BUS - ANGLE ON DOUG                                      159

       -- sitting by himself; there's not many passengers today.
       We hear the VOICES of rambunctious CHILDREN...


160      INT. HALEY ELEMENTARY SCHOOL - CLASSROOM - DAY                  160
(LATE SPRING, 1960)

       The second-grade students are in the midst of an art
       project where they make a design by gluing various sorts
       of dried beans to colored paper -- but the beans are
       being thrown about the room and other beans have been
       spilled on the floor. Helen wearily attempts to rein in
       the unruly children:

                               HELEN
                 Too much noise, please. Let's
                 finish up. Keep the glue on the
                 paper. Sam, Lillian, Jack -- in
                 your seats, please...

       Helen suddenly loses her energy and interest in policing
       the children. Their hijinks continue as she steps out of
       the classroom.

           INVENTING THE ABBOTTS - Rev. 3/20/96                     106.

161        INT. HALEY ELEMENTARY SCHOOL CORRIDOR - CONTINUOUS              161
ACTION

         Helen steps over to a window and stares out -- lost in
         her own thoughts and oblivious to the NOISE from her
         classroom.


162      INT. UNIVERSITY OF PENNSYLVANIA - THEATER - DAY (LATE        162
         SPRING, 1960)

         Doug is on a cat-walk in the fly loft high over the stage
         floor. He strains as he drops 20 pound slabs of pig-iron
         onto a counterweight carriage, then he releases the line
         and flies a canvas backdrop up into the loft. He locks
         off the line, wipes his brow, turns, and finds Jacey
         standing behind him.

                                 DOUG
                   What-the-hell do you want?

                                   JACEY
                   Mom...


163        INT. AIRPORT TERMINAL (PHILADELPHIA) - THAT NIGHT               163

         Doug sits in an almost empty terminal waiting to catch a
         red-eye flight to Chicago. A group of just arrived
         stewardesses pass by chatting with a captain and other
         flight officers. Eleanor Abbott does a take on Doug,
         steps away from her co-workers, and doubles back to him.

                                   ELEANOR
                   Hi, Doug!

         Doug almost doesn't recognize her. She is twenty years
         old now and very grown-up, very stylish in her stewardess
         uniform. She smiles at him.

                                 ELEANOR
                   How's your chin?
                          (as he doesn't respond)
                   Remember... the pencil?

                                   DOUG
                   Yeah.    I have a little scar.

                                 ELEANOR
                   You going home? Back to Hole-in- the-Ground,
                   Illinois.

                                 DOUG
                   My mother died.

                                                       (CONTINUED)

      INVENTING THE ABBOTTS - Rev. 3/20/96                   107.

163   CONTINUED:                                                    163

                            ELEANOR
                     (taken aback)
              Oh God. Oh no. Oh, Doug, I'm
              sorry.

                            DOUG
              She had cancer. I just saw her
              Christmas. She was tired, but I
              thought she just had the flu or
              something. She didn't tell us.
              The hospital told Jacey when they
              called him.

                            ELEANOR
                     (slight beat)
              How is Jacey?

                            DOUG
              He had to stay to take his state
              board exams. He's coming back the
              day after tomorrow.

                            ELEANOR
              He's an architect?

                            DOUG
              If he passes his exams.   He will.

                            ELEANOR
              I'm so sorry, Doug.

                            DOUG
              You know, I tried to find your
              phone number a couple of months
              ago.

                            ELEANOR
              It's in my roommate's name, I've got
              to fix that.

                            DOUG
              I was wondering if you knew where
              Pam was?

                             ELEANOR
                      (slight beat)
              No.   I don't.

                            DOUG
              She left school.

                             ELEANOR
              I know.   My father called me.
                             (MORE)

                                                   (CONTINUED)

                                                                 108.

163     CONTINUED:   (2)                                                163

                              ELEANOR (CONT'D)
                He was looking for her. I don't
                know where she is. I gotta run --
                I'll miss my ride to the hotel.

                              DOUG
                Tell Pam I love her.

      Eleanor looks at him.

                              DOUG
                Tell her... just tell her that.

      Eleanor doesn't reply.   She turns and walks away.


164     EXT. FUNERAL HOME (HALEY) - ALLEY - DAYS LATER                  164

      The distance between Jacey and Doug is telling, as is the
      difference in their behavior. Doug leans against a wall
      with his hands in his pockets, his eyes cast down on his
      shoes. Jacey roams the alley unable to stand still for
      grief. He lights a fresh cigarette off the butt of
      another.

                               JACEY
                Why?   Why didn't she tell us?

      The FUNERAL DIRECTOR appears in the back door:

                               FUNERAL DIRECTOR
                Gentlemen...


165     INT. FUNERAL HOME (HALEY) - DAY (MINUTES LATER)                 165

      Helen's closed casket is surrounded by floral tributes.
      Doug and Jacey enter from a door near the casket -- they
      pause in reaction to the crowded parlor, it overflows
      with mourners. Jacey explodes under his breath, so that
      only Doug can hear:

                              JACEY
                Fucking hypocrites -- every one of
                'em.

      Jacey turns and walks out through the door they came in.
      Doug walks over to his seat in the front row -- he
      hesitates when he sees Lloyd Abbott standing in the back
      of the parlor.

                                                                   109.

166      INT. HOLT HOME - DINING ROOM - NEXT DAY                          166

       Doug sits at the table wrapping dishes in newspaper.
       Jacey comes in with a framed photograph of their
       grandmother.

                               JACEY
                 Do you want this picture of
                 Grandma?

                               DOUG
                 You can have it.

                                JACEY
                 You sure?

                                DOUG
                 Yeah.

       Jacey steps out of the dining room.


167      INT. HOLT HOME - HELEN'S BEDROOM - DAY (SHORT                    167
TIME LATER)

       Jacey is packing Helen's things.   Doug steps in the
       doorway.

                               DOUG
                 I'm starving. You want to go get
                 something to eat?

       Jacey is caught a bit off-guard by Doug's invitation,
       then:

                                JACEY
                 Sure.


168      INT. IRON SKILLET - NIGHT                                        168

       Jacey and Doug are seated in a window booth.      They eat in
       silence, then:

                               DOUG
                 You don't have to stick around.     I
                 can handle things here.

                               JACEY
                 What about school?

                                DOUG
                 I hate Penn.   Always have.   You
                 were right.

                                                         (CONTINUED)

        INVENTING THE ABBOTTS - Rev. 3/20/96                    110.

168     CONTINUED:                                                     168

                                JACEY
                About what?

                              DOUG
                I should live my own life. Stop
                being your shadow. I'm not like
                you, Jacey -- I don't want to be
                like you.

                              JACEY
                You going to stay here?   In Haley?

                              DOUG
                No. I was thinking New York. If
                I'm going to really learn how to
                design sets, that's the place to
                do it.

                              JACEY
                       (long beat)
                I'm sorry.

                              DOUG
                I know you are.
                       (slight beat)
                Did you have to get stitches?

                                JACEY
                Hmmm?

                                DOUG
                Your eyebrow.

                              JACEY
                My eyebrow -- yeah, ten stitches.

                                DOUG
                Sorry.

      Doug takes an envelope out of his coat pocket and puts it
      on the table.

                              DOUG
                Found this in one of the boxes in
                the basement.

                                JACEY
                What is it?

                              DOUG
                A letter of agreement between
                Lloyd Abbott and Dad. Dad sold
                him the file drawer patent -- not
                Mom.

                                                      (CONTINUED)

                                                               111.

168     CONTINUED:   (2)                                              168

      Jacey opens the envelope and studies the yellowed
      document.

                                   JACEY
                           (re:   document)
                A car?

                                   DOUG
                Yup.

                              JACEY
                Jesus Christ... he sold the patent
                for a used car?

                              DOUG
                Used cars were the only kind of
                cars around. The war was on --
                everything was mobilized. They
                stopped making new cars, they were
                making tanks and bombers in
                Detroit. And even Midwest Steel
                wasn't making desks, they were
                making ammo boxes and mortar
                shells.

                              JACEY
                How did you get to be such an
                expert on World War Two?

                              DOUG
                U.S. History -- high school. I
                should be an expert, I had to take
                the damn class twice. I guess Dad
                needed a car and he figured who-
                the-hell needed a full-suspension
                file drawer?

                              JACEY
                       (reading aloud)
                '1937 Desoto coupe convertible as
                is.'

                              DOUG
                Wonder whatever happened to it?

                              JACEY
                He parked it at the bottom of the
                lake.


169     EXT. BUS DEPOT (DOWNTOWN HALEY) - NEXT DAY                    169

      Doug follows Jacey to the door of the bus. Neither one
      of them knows how to say good-bye, after an awkward beat:

                                                     (CONTINUED)

                                                                 112.

169     CONTINUED:                                                      169

                              JACEY
                       (fighting back tears)
                Do me a favor. Don't stand here
                and wave good-bye... it makes me
                think of Mom.

                               DOUG
                Okay.   See you.

      Doug turns and walks away.   Jacey climbs onto the bus.


170     EXT. ABBOTT HOME - STREET - DAY                                 170

      Doug drives home from the bus depot in the old Plymouth.
      He slows as he sees... the party tent in the Abbotts'
      front yard (with its canvas sides rolled up).

      Susan's third birthday party is underway, dozens of well-
      dressed children and their parents are in attendance.
      Alice (who is very pregnant) and Peter Vanlaningham and
      Lloyd and Joan Abbott watch Susan riding her new pony, a
      gift from her grandparents. A new generation of Abbott
      parties has begun.


171     EXT. HOLT HOME - DRIVEWAY - DAY                                 171

      A "For Sale" sign has been placed on the front yard.
      Doug pulls up the driveway in the Plymouth. He turns OFF
      the ENGINE but doesn't get out of the car. Then he
      STARTS the CAR again and backs out of the driveway.


172     INT. ABBOTT HOME - TENT - DAY (SHORT TIME LATER)                172

      Despite it being a birthday party for a three-year-old,
      this is very much a grown-up affair. The band is
      playing, the adults are dancing, Joan Abbott is flitting
      from guest-to-guest, Alice is dutifully silent while
      Peter dominates the talk at their table, Lloyd is with
      his cronies. Doug enters the tent -- one-by-one the
      guests take notice of him as he works his way across the
      tent -- and all are very aware of his uninvited presence
      by the time he reaches Lloyd Abbott. Lloyd scrutinizes
      Doug, then:

                              LLOYD
                What do you want?

                              DOUG
                I want to talk to you.

                                                                 113.

173     INT. ABBOTT HOUSE - DEN - DAY                                   173

      Doug follows Lloyd into the dark-paneled room.

                                 LLOYD
                Shut the door.

      Doug closes the door.   Lloyd lights a cigarette.

                                 LLOYD
                Smoke?

                                 DOUG
                No thanks.

                                 LLOYD
                Sit down.

                              DOUG
                I don't want to.

                              LLOYD
                Then don't.
                       (slight beat)
                I'm sorry about your mother.

                              DOUG
                Sorry about what?

                              LLOYD
                You didn't know your mother at all
                if you think someone like me
                would've ever stood a chance with
                someone like her. That just goes
                to show you how stupid this town
                is -- that they'd believe she
                slept with me. That'd make
                Charlie laugh. Your old man was
                my best friend. He used to call
                me 'Egg-head' -- hell, everybody
                did. And back then everybody knew
                that Egg-head Abbott didn't stand
                a snowball's chance in hell with
                Helen Riley. Of course, that was
                all before I became Lloyd Abbott
                -- Mr. Abbott. That was back when
                I still had chicken shit on my
                shoes and twelve cents in my
                pocket. Charlie Holt was the only
                one good enough for Helen. I used
                to spy on 'em -- yup, I did.
                       (fixes a drink)
                Used to watch them sit on the
                front porch of her house -- your
                house -- and watch 'em talk.
                              (MORE)

                                                       (CONTINUED)

        INVENTING THE ABBOTTS - Rev. 3/20/96                   114.

173     CONTINUED:                                                    173

                              LLOYD (CONT'D)
                And talk. I never knew what to
                say to a girl. Never could just
                talk. Could dance, could listen
                to the radio. But I couldn't
                talk... except with your mother,
                except with Helen. I talked more
                to her after your dad died than
                I'd ever talked to any woman
                before then -- or since then.
                Jesus, I talked. Just like this.
                Just like right now. Just pouring
                out. Helen would listen and
                whatever I said, she'd never make
                me feel bad or ignorant or guilty.
                I mean... for Christ's sake, she
                never blamed me for what happened
                at the lake, for letting Charlie
                drive out on that ice. She never
                did anything but try to make me
                hurt less and I...

      Lloyd is startled by Joan as she opens the door.

                              JOAN
                Lloyd...?

                              LLOYD
                Get out of here!

                              JOAN
                It's time for Susie's birthday
                cake.

                              LLOYD
                       (exploding)
                Goddammit, Joan, go way! Get the
                hell out of here! Leave me alone!

      He hurls his GLASS at her and it SHATTERS on the door
      jamb. Joan recoils in dumb-founded shock and backs out
      of the doorway. Lloyd fumes over and slams the door shut
      in her face. He leans against the door and catches his
      breath.

                              LLOYD
                I wanted sons -- isn't that funny?
                I wanted sons and I got three
                daughters. I wanted a woman I
                could talk to and I got a woman
                whose ears are stuffed full of
                money and Percodan. But I got the
                chicken shit off my shoes.
                              (MORE)

                                                     (CONTINUED)

        INVENTING THE ABBOTTS - Rev. 3/20/96                    115.

173     CONTINUED:   (2)                                               173

                              LLOYD (CONT'D)
                My shoes are clean.
                       (slight beat)
                I know that's what Jacey thinks.
                I could always tell by the way he
                looked at me -- even when he was a
                little boy -- like I owed him
                something. But, goddammit, he's
                wrong. That bet was your father's
                idea and I never meant your mother
                any harm. I would've done
                anything for her -- anything. I
                loved her. But the only thing she
                ever wanted from me was just for
                me to leave her alone.

      He pours himself a fresh drink, then turns to Doug:

                              LLOYD
                So, what do you want?

                              DOUG
                I want to find Pam -- and you're
                going to tell me where she is.


174   EXT. BROWNSTONE APARTMENT BUILDING (CHICAGO) - THAT         174
      NIGHT

      Doug navigates the busy sidewalk to the entrance of the
      building. He checks the number over the door to the
      address on the scrap of paper in his hand.


175   EXT. APARTMENT BUILDING DOORWAY - ELEANOR'S APARTMENT - 175
      NIGHT (MINUTES LATER)

      Doug knocks on the door. Eleanor opens it, she's dressed
      for work in her stewardess uniform. She's obviously
      surprised to find Doug on her doorstep, but she greets
      him with a warm smile.

                                DOUG
                Where is she?


176     EXT. DEPARTMENT STORE DISPLAY WINDOW (CHICAGO) -               176
      SIDEWALK - NIGHT (SHORT TIME LATER)

      Pamela dresses a mannequin in the display window. As she
      moves behind the mannequin to fasten a garment she sees
      Doug standing on the other side of the glass watching her
      from the sidewalk. Doug writes a message on the plate
      glass window with his index finger (printing the letters
      in reverse so that the message is legible from Pam's
      POV); his message reads: "I love you."

        INVENTING THE ABBOTTS - Rev. 3/20/96                     116.

177   EXT. DEPARTMENT STORE ENTRANCE - SIDEWALK - NIGHT             177
      (MOMENTS LATER)

      Pamela comes out of the store via the revolving door and
      finds Doug waiting for her on the sidewalk.

                              PAMELA
                How can you...?

                              DOUG
                How can I what?

                              PAMELA
                Ever... forgive me?

                              DOUG
                You always loved me no matter what
                I did, right?

                                 PAMELA
                Yeah.

                              DOUG
                Maybe that's how I love you -- no
                matter what. That's the best kind
                of love, you know?

                              PAMELA
                But... oh, Jesus... how do we
                start all over again?

      Pam's eyes fill with tears. Doug steps over to her and
      embraces her tenderly, holding her close.

                               DOUG
                There.   We're doing it.

                              PAMELA
                       (through her tears)
                Doing what?

                                 DOUG
                Starting over.     So, what are you
                doing tonight?     You want to go
                out?

                                 PAMELA
                You're crazy.

                              DOUG
                Some people never change.

      He wipes her tears from her cheeks with his fingers, then
      gives a short, but sweet, kiss. Then he smiles:

                                                      (CONTINUED)

                                          117.

177   CONTINUED:                                 177

                    DOUG
              Hi.

                    PAMELA
              Hi.

                              FADE OUT.




                    THE END