Actor Point >> Movie Scripts >> Kate & Leopold Film Script

Kate & Leopold Movie Script

Writer(s) : James Mangold, Steven Rogers

Genres : Comedy, Fantasy, Romance

Search IMDb : Kate And Leopold


                                    "KATE AND LEOPOLD"

                                      Screenplay by

                             James Mangold and Steven Rogers

                                   Based on a story by

                                      Steven Rogers

                

               FADE IN:

               INT. VICTORIAN ESTATE - 1895 - DAY

               CLOSE UP: Ornate antique GRANDFATHER CLOCK strikes 2:15.

               The credits begin to roll.

               Calligraphy place cards are painstakingly hand-written in 
               preparation for a formal reception.

               Servants meticulously clean an elaborate crystal chandelier.

               Hands rapidly shine silver cutlery.

               Fresh flowers arranged in several enormous vases.

               INT. KITCHEN - DAY

               Kitchen clock strikes 2:15.

               Poultry plucked. Feathers everywhere.

               Steaming copper pots boiling over. Platters prepared with 
               decorative garnish.

               Extravagant tiered cake is lavishly iced. A glob of frosting 
               enters a pair of puckered lips. The perpetrator, a fey, 
               pompous, HEAD VALET, seriously considers the texture and 
               flavor of the icing, then gives the PASTRY CHEF a withering, 
               sour look.

               The valet, oblivious to the chef's fury, gathers a prepared 
               silver breakfast tray and checks his pocket watch. 2:15.

               INT. BEDROOM - DAY

               Antique bedside table clock -- just past 2:15. The valet 
               throws open velvet drapes, sunlight FLOODS the room revealing 
               a figure sleeping soundly in a massive oak framed bed. The 
               valet puts down the tray, pulls back the quilt.

               The dozing figure gives the valet a deliberate, angry KICK.

               Flinching infinitesimally, the valet crosses to the closet, 
               selects three suits and holds them up for inspection. From 
               beneath the puffiest of pillows, AN EYE reluctantly opens. A 
               weary arm points decisively to the riding outfit.

               EXT. ESTATE - DAY

               The riding outfit is adorned by LEOPOLD, Duke of Albany, a 
               dashing, virile man in his 30's. GALLOPING with great abandon, 
               he expertly leads his horse up hills and over hedges. He 
               sends gardeners shaping the grounds fleeing from his path.

               In the background, lanterns are being strung throughout the 
               estate. Rugs are beaten out of open windows.

               INT. HALLWAY - EVENING

               Large hallway clock -- 6:15. A pair of boots track a freshly 
               scrubbed floor as Leopold heads carelessly up the stairway. 
               Three steps behind, the valet snaps his fingers signaling 
               the staff to clean up the mess.

               SERIES OF CLOSE UPS

               Gaudily framed portraits of somber relations.

               A bird sits listless in a gilded cage.

               Hot water is poured into a bath.

               Carriages begin to arrive.

               Orchestra leader signals the musicians to play.

               Guests fill the ballroom in formal attire.

               INT. BEDROOM - NIGHT

               Leopold stares haughtily into a full length mirror.

               He wears only dotted linen drawers and a black silk top hat 
               of the period. He flexes slightly. The valet hastily fastens 
               a corset around his mid-section from behind.

               Leopold eyes his reflection seductively. He becomes bored.

               He turns to his right. The valet spoons sorbet from a silver 
               saucer into his mouth. He turns back to the mirror to watch 
               himself eat. The valet pats his mouth dry.

               He affects a pampered STRUT, crossing the room as the valet 
               sprays a mixture of perfume and powder into the air. Leopold 
               thrusts out his arms walking through the mist, turns and 
               saunters back to his favorite place, in front of the mirror.

               Finally, as if weighing a great decision, Leopold hands his 
               hat to his valet and nods firmly into the mirror.

               CLOSE UP

               Fine linen undervest slides over his head.

               Black twilled worsted trousers pulled up to his waist.

               The buttoning of his hard, white, roll collar.

               A cream suede glove stitched in black slides over his hand.

               A perfect tight bow tie is tied around his neck.

               An elegant black tuxedo jacket with silk facings and tails 
               to the knees is fitted to his torso.

               His hair is sleeked with oil and centrally parted.

               His eyebrows are brushed with a tiny silver comb.

               His cheeks are pinched.

               A red silk handkerchief is placed in the bosom of his lapel.

               Leopold stares into the mirror. The effect is DAZZLING. He 
               raises one eyebrow. Then, in a voice you could pour over a 
               waffle:

                                     LEOPOLD
                         You dance like a herd of cattle, 
                         Miss Fairchild. You are a rare woman 
                         who lights up the room... simply by 
                         leaving it.

               He bows. As he rises, the reflection of Leopold's UNCLE OTTO, 
               a pampered, effectual man in his 60's, appears behind Leopold 
               in the looking glass.

                                     UNCLE OTTO
                         Tell me Leopold, do you plan to join 
                         us downstairs after completing this 
                         one-sided flash of wit?

                                     LEOPOLD
                         I despise affairs of this sort, Uncle 
                         Otto. No one really listens to anyone 
                         else. If you attempt it, you will 
                         see why.

                                     UNCLE OTTO
                         You judge everything too severely. I 
                         wonder what would happen if you were 
                         to cast that critical eye inward?

                                     LEOPOLD
                         You do not wonder at all. You merely 
                         ask in order to state your own 
                         opinion.

                                     UNCLE OTTO
                         We are all concerned about you.

                                     LEOPOLD
                         Ahh, here it comes.

                                     UNCLE OTTO
                         Your life does not seem to have any 
                         direction. At the age of 25 a man is 
                         too young to do anything well. At 35 
                         he is too old. Now is your time to 
                         take action. Tell me, what is it you 
                         want to DO with your life?

                                     LEOPOLD
                              (wearily)
                         I do not know.

                                     UNCLE OTTO
                              (just as weary)
                         Your ignorance cramps my conversation.
                              (he slaps Leopold's 
                              face twice rather 
                              quickly)
                         Wake up! This is your one and only 
                         life. Every man has the chance to 
                         make a difference. DO something!

               Leopold, stung, takes a moment to compose himself.

                                     LEOPOLD
                         I am most grateful for your 
                         surveillance and for your sympathy. 
                         I assure you there is no need for 
                         concern. I am as effectual and 
                         attentive... as my position allows.

                                     UNCLE OTTO
                         Life is not position, Leopold. It is 
                         action.
                              (he straightens 
                              Leopold's tie)
                         I will see you downstairs promptly. 
                         In the appropriate frame of mind.

               He leaves. Leopold stares into the mirror, snaps his fingers. 
               The valet hands him a glass and pours a small shot of brandy. 
               Leopold shoots him a look. The valet fills the glass higher.

               Leopold drains the glass and heads to the doorway. He 
               hesitates, taking a deep breath and a long pause. Finally...

                                     THE VALET
                              (grandly)
                         Go spread joy.

               Without looking back, Leopold leaves the room.

               INT. BALLROOM - NIGHT

               Music fills the air as the creme de la creme of Victorian 
               society gather inside. Leopold holds a prearranged dance 
               card. He looks at the names and finds his first partner is 
               MISS TREE. Leopold looks upward helplessly at an unrelenting 
               God.

               INT. BALLROOM DANCE FLOOR - NIGHT

               A profoundly self-conscious Leopold dances energetically 
               into frame with MISS TREE, an ancient, elfin, yet amazingly 
               SPRY woman who gapes up at him searchingly, unblinking.

               Leopold opens his mouth to speak, can think of nothing 
               suitable to say, and clamps his mouth shut. They dance out 
               of frame.

               INT. BALLROOM DANCE FLOOR - NIGHT

               Leopold dances into frame with CLARA, a BEAUTIFUL girl of 
               19. He glances at her and smiles. She titters, turning away 
               shyly. They whirl around the dance floor. His smile grows 
               into a broad grin. Caught up in the excitement, Clara beams 
               up at him... happily revealing a mouth full of missing, inky 
               teeth.

               Leopold, face frozen in a formal smile, dances on.

               INT. BALLROOM DANCE FLOOR - NIGHT

               Leopold lumbers into frame with MISS FAIRCHILD, a woman of 
               immense girth. With great dignity and extreme difficulty he 
               maneuvers her around the floor, looking everywhere except 
               her enormous bosom.

                                     LEOPOLD
                         You dance like an angel, Miss 
                         Fairchild. You light up the room. I 
                         thank you.

               Miss Fairchild curtseys heavily. Leopold glances at his card, 
               sees the name Miss Serena Clacket and shudders.

               He spots a VERY LOVELY WOMAN hidden amongst the guests. She 
               scribbles in a small note pad, occasionally glancing around. 
               Hiding his dance card, he saunters over.

                                     LEOPOLD
                         Good evening. I do not believe I 
                         have had the pleasure.

               The young woman stares vacantly at Leopold until she realizes 
               he is addressing her. She puts her pad away.

                                     CARLSON
                         ...Julia Carlson.

               Leopold takes her hand and kisses it gently.

                                     CARLSON
                         I'm sorry. Will you excuse me?

                                     LEOPOLD
                              (slightly tipsy)
                         You are not from the area, are you?

                                     CARLSON
                              (smiles and shakes 
                              her head "No")
                         Are you?

                                     LEOPOLD
                         This is my estate.

                                     CARLSON
                         Really?
                              (looking around the 
                              room)
                         Well it's not home but it's much...

               Leopold regards her curiously. The orchestra starts up. There 
               is a hubbub amongst the guests.

                                     LEOPOLD
                         Shocking! The TA-RA-RA-BOOM-DE-AY.

                                     CARLSON
                         The? Oh, that's from Paris, isn't 
                         it?

                                     LEOPOLD
                         It is a scandal nonetheless.

               Leopold spots Uncle Otto observing him from across the room.

                                     LEOPOLD
                         Miss Carlson, do me the honor?

                                     CARLSON
                         I'm afraid I'm not much of a dancer.

                                     LEOPOLD
                              (smiling seductively)
                         Truly I would be in your debt. Any 
                         admonition would be erased simply by 
                         presenting a partner as lovely as 
                         yourself.

                                     CARLSON
                         No, no. Really, I...

               Leopold stiffly holds out his arm. A beat. Carlson, stuck, 
               takes it WITH HESITATION and is escorted to the dance floor.

               They dance. ALL but Leopold and Carlson gaily sing "TA-RA-RA-
               BOOM-DE-AY." Leopold, flushed, looks quite smitten. Carlson, 
               shy at first, eventually smiles brightly.

                                     LEOPOLD
                         I suppose we really ought to sing 
                         along.

                                     CARLSON
                              (embarrassed)
                         Oh, golly.

               They half sing, half speak the TA-RA-RA-BOOM-DE-AY, their 
               emphasis on "BOOM." Laughing giddily, their dancing becomes 
               freer, picking up speed. The room SPINS. Finally:

                                     CARLSON
                              (breathless)
                         Thank you for the dance. It was 
                         lovely. I hope it wasn't too awful 
                         for you.

                                     LEOPOLD
                         Not at all. It was most enlightening.

               There is a slight pause. The Grandfather CLOCK strikes 
               midnight.

                                     CARLSON
                         I really must be going.

                                     LEOPOLD
                         I won't hear of it.

                                     CARLSON
                              (moving away from him)
                         No, I'm quite late as it is.

                                     LEOPOLD
                         I shall see you to the door...

                                     CARLSON
                              (stopping him 
                              resolutely)
                         You're very sweet. I had a wonderful 
                         time.
                              (she watches him, 
                              memorizing his face. 
                              Then firmly)
                         Goodbye.

               Leopold takes a glass of champagne from a passing waiter. He 
               watches Carlson pass through the crowd and out the courtyard 
               door. He surveys the room. After a moment he follows her.

               EXT. GARDEN - NIGHT

               Leopold makes his way through the manicured garden in the 
               dark. He hears an EERIE METALLIC SOUND. He slows down, brushes 
               back the thicket. The silhouette of a woman is revealed. She 
               is once again writing in her notebook.

                                     LEOPOLD
                         Miss Carlson?

               Carlson spins around quickly, panicked. Leopold STOPS. 
               Partially hidden in the brush, a sleek, oddly shaped, 
               MECHANICAL device. It's door open, lit from within, casting 
               a weird glow.

                                     LEOPOLD
                         Good God...

                                     CARLSON
                         What are you...? You frightened me.

               Leopold moves toward the contraption and is about to touch 
               it...

                                     LEOPOLD
                         What sort of mechanism is this?

               Carlson shakes her head, unsure of how to proceed.

                                     LEOPOLD
                         Answer me!

                                     CARLSON
                         It's perfectly all right. It's...

               Leopold carefully examines the apparatus, stepping inside. 
               Carlson FREEZES.

                                     CARLSON
                              (carefully, 
                              deliberately)
                         Listen to me. Please. Move very 
                         slowly. Step out of the machine. 
                         Step out and I'll explain whatever 
                         you want to know.

                                     LEOPOLD
                         What is this? Who are you?

               His hand comes to rest on a glowing red lever.

                                     CARLSON
                         Oh, God.

               She YANKS on his arm. Instinctively he pulls away, 
               accidentally thrusting the lever into action. Carlson falls 
               from the machine.

                                     CARLSON
                              (suddenly frantic)
                         Get out of there! Get out now!

               The machine LIGHTS UP.

                                     LEOPOLD
                         Miss Carlson... I...

                                     CARLSON
                         No!!!

               The compartment door snaps shut.

                                     CARLSON
                         Shit!!

               There is a BRIGHT WHITE FLASH. Blackness fills the screen.

                                                                    CUT TO:

               INT. N.Y.C. LABORATORY - 1995 DAY

               The compartment door slides OPEN revealing DR. KAU, 30's, an 
               Asian doctor with a THICK BROOKLYN ACCENT. Her face full of 
               enthusiasm drops as she sees the unconscious Leopold.

                                     DR. KAU
                         Shit!!

               She turns to her co-workers, warning them.

                                     DR. KAU
                         Shit!!

               She looks back at Leopold.

                                     DR. KAU
                         Shit!!

               Her co-workers, DR. PLODDER, austere, authoritative, DR. 
               DRAKE, muddled and timid, peer inside the compartment door.

                                     DR. DRAKE
                         Good God!

                                     DR. PLODDER
                         Everybody stay calm... Lock the front 
                         door.

               Dr. Drake and Kau make a move to inspect an unconscious 
               Leopold.

                                     DR. PLODDER
                         No, no, no. You mustn't touch him. 
                         The consequences could be 
                         catastrophic.

                                     DR. KAU
                         He could be hurt, or even dead.

                                     DR. PLODDER
                         ...All right. Touch him.

               They approach Leopold. Dr. Kau finds Carlson's note pad on 
               the ground next to Leopold. She reads the last entry.

                                     DR. KAU
                         ...But I'm stuck and it's only a 
                         dance and he IS the seventh Duke of 
                         Albany...

               They all look at one another, then back at Leopold.

                                     DR. DRAKE
                         Carlson...!

                                     DR. PLODDER
                              (racing from the room)
                         Give me a minute...

                                     DR. KAU
                         Shit!

               INT. LAB - KATE'S OFFICE - DAY

               KATHERINE COLES, a radiant workaholic, types frenetically 
               into the computer while talking on the phone, trying hard 
               not to sound upset.

                                     KATE
                         Who's upset? People fall in love, 
                         they have to climb back out.
                              (she laughs but she 
                              is not smiling)
                         So, what? We'll just be friends now, 
                         Right?

               She stops typing and listens for a while. She runs her hand 
               through her hair.

                                     KATE
                         I see. Well I appreciate your honesty.
                              (using her middle 
                              finger she pushes up 
                              her glasses)
                         No. I'll just think of this as 
                         surviving another dating accident. 
                         Take care or good luck or whatever 
                         I'm supposed to...

               The line goes dead.

                                     KATE
                         ...say... Goodbye.

               Dr. Plodder bursts in. Kate sees his distress and instantly 
               becomes very centered.

                                     DR. PLODDER
                         She's back.

                                     KATE
                              (rising)
                         That's impossible! She wasn't supposed 
                         to return until...

                                     DR. PLODDER
                         Kate. It's Carlson. Something went 
                         wrong.

               He hands her Carlson's note pad. Slowly, she sits down.

                                     KATE
                         ...The 7th Duke...

               INT. LAB - DAY

                                     KATE
                              (all business, reading 
                              from a printout)
                         ...of Albany. He was the... IS the 
                         son of Emery and Eliza. He was of no 
                         actual importance until he vanished 
                         at the turn of the century without a 
                         trace. It was a sensation. In the 
                         30's they even made a movie about 
                         him. "The Tenuous Duke" with Ronald 
                         Coleman.

                                     DR. DRAKE
                              (absently)
                         I love Ronald Coleman.

                                     KATE
                         Despite much speculation and a nation 
                         wide investigation, a body was never 
                         found. He was never heard from again.

                                     DR. KAU
                         Until now.

               There is a stunned silence. They stare at Leopold in awe.

                                     DR. DRAKE
                         We've altered the course of history.

                                     DR. KAU
                         We never should have started this...

                                     KATE
                         Calm down.

                                     DR. PLODDER
                         What are we going to do? We can't 
                         keep him here. Imagine if anyone 
                         found out!

                                     KATE
                         Think. Just, think. Rationally. Now, 
                         no one would believe such a stupid 
                         mistake could be made because no one 
                         would believe any of this is possible. 
                         So. We fix this. We keep this to 
                         ourselves and we fix it. Fast.

               They all nod in agreement.

                                     KATE
                         Dr. Kau, research all our data. 1st 
                         priority: Locate Carlson. Drake, 
                         determine the reciprocal correlation's 
                         connected to the 19th century. Work 
                         24 hours a day if necessary. In the 
                         meantime... one of us will have to 
                         take charge of him.

               She forces back panic. Only the tremor in her voice gives 
               her away.

                                     KATE
                         This is a major scientific 
                         opportunity. It doesn't get any better 
                         than this. Imagine. Researching the 
                         behavior, the physical and emotional 
                         characteristics of a century ago! 
                         Utilizing technology available to us 
                         today... He's a gold mine!

                                     DR. PLODDER
                         He's a man, Kate. Not a guinea pig.

                                     KATE
                         And while he's here, he's ours. Any 
                         volunteers?

               No one moves.

                                     DR. DRAKE
                         We'll draw names. Whoever is is picked 
                         will be responsible. Agreed?

               They nod reluctantly. Drake writes out names and throws them 
               in a cup. The silence becomes deafening. Finally:

                                     DR. KAU
                         I'll do it.

               All the scientists face her.

                                     DR. PLODDER
                         You'll look after him?

                                     DR. KAU
                         No, I meant I'll pick the name.

               She reaches in. They wait with mounting suspense. Finally 
               SHE TURNS TO KATE. The scientists follow her gaze. A beat.

                                     KATE
                         Fine.

               Leopold stirs. He blinks at the group.

                                     LEOPOLD
                         Where...? What has happened?!

               The doctors, caught off guard, SMILE BENIGNLY. They surround 
               Leopold as a group, not knowing where to begin. Finally:

                                     KATE
                         Your Grace... Um... Hello... Weee 
                         aaare a smaaall part of a laaarge 
                         research team. A project funded by 
                         the government of the United States.

                                     LEOPOLD
                              (regarding their 
                              appearance with 
                              distaste)
                         Oh. Americans. I see...

                                     KATE
                         Yes, um... For the past six and a 
                         half years we've been conducting 
                         scientific experiments on density 
                         and flexibility in the dimensions of 
                         time and space.

                                     DR. DRAKE
                         Yes, uh... Quite by accident we came 
                         upon a formula utilizing Tachyons... 
                         particles traveling faster than the 
                         speed of light, which allowed us 
                         to... fold time so to speak.

                                     DR. PLODDER
                         Yes. Bend it between the cracks of 
                         the dimensions.

                                     DR. KAU
                         Yes.

               They all laugh nervously. Leopold does not.

                                     DR. DRAKE
                         Now, while that wasn't the original 
                         purpose of our experiment, we opted 
                         to pursue it, well, privately, on 
                         our own.

                                     DR. KAU
                         Borrowing funds already provided.

                                     KATE
                         We journeyed to your time because it 
                         was the quickest path to follow. We 
                         debated long and hard whether we 
                         should use this knowledge at all. 
                         Believe me, it was never our intent 
                         to disturb the past...

                                     DR. DRAKE
                         Merely to discover if the expedition 
                         were possible. As your presence here 
                         confirms... we are very disturbed.

               Leopold nods at them as if they are insane.

                                     DR. PLODDER
                         The problem facing us is not only 
                         HOW to get you back, but WHEN, you 
                         see?

                                     KATE
                         We certainly don't want to 
                         miscalculate. Send you to a different 
                         era entirely.

               Leopold starts to speak.

                                     DR. PLODDER
                         Rest assured, no harm will come to 
                         you. You'll be well looked after by 
                         Dr. Coles.

                                     LEOPOLD
                         Dr. Coles...? I do not follow. What 
                         do you mean, get me back home?... 
                         Where am I?

               Awkward pause. Leopold looks carefully around the room for 
               the first time: modern mechanical equipment, data shifting 
               and changing, giant cooling devices, bright neon lighting. 
               The doctors are silent.

                                     LEOPOLD
                         Answer me!...
                              (slowly)
                         Would you have me believe... I am 
                         being detained, at present in the 
                         HEREAFTER?... The time to come?

                                     DR. PLODDER
                              (carefully)
                         It is the year nineteen hundred and 
                         ninety-five.

                                     LEOPOLD
                         ...19...?

               Leopold leaps up. The doctors follow him around the room.

                                     LEOPOLD
                         You're insane! All of you! This is 
                         impossible!

                                     DR. PLODDER
                         Leopold, calm down!

                                     LEOPOLD
                         A voyage through time! What do you 
                         take me for? Did you bring me here 
                         by force?

                                     DR. DRAKE
                         We're scientist, not seditionists.

                                     LEOPOLD
                              (truly panicked)
                         Let me out of here! I won't stand 
                         for this another moment!

               He's out the door.

               INT. UNDERGROUND HALLWAY - DAY

               Leopold moves quickly, fearfully through the darkly lit 
               hallway, the doctors close behind.

                                     KATE
                         Leopold, wait!

                                     DR. KAU
                         You don't know what you're doing.

                                     DR. PLODDER
                         Just listen to what we have to say!

               It is too late. Leopold throws open the door and runs 
               upstairs.

               EXT. STREET - DAY

               Blinding sunlight. Skyscrapers. Automobiles. Traffic lights. 
               Road construction. Modern day pedestrians. Helicopters. Car 
               alarms. Leopold stands frozen, overwhelmed, taking it all 
               in.

                                     LEOPOLD
                         19...?

               The doctors reach him. He collapses to the ground.

                                                                    CUT TO:

               INT. CAR - DAY

               Kate and Dr. Kau talk quietly. Leopold, tightly holding onto 
               his seat and the back door, gazes out the window in utter 
               disbelief.

                                     KATE
                         Squab.

                                     DR. KAU
                         Squab?

                                     KATE
                         I remember reading they ate a lot of 
                         squab.

                                     DR. KAU
                         Squab... Do you have a squab?

                                     KATE
                              (quietly. On the verge 
                              of panic)
                         I don't know!

                                     DR. KAU
                         Pull yourself together!
                              (turning to Leopold)
                         Are you all right back there?

               Leopold, trembling, gapes at the sights, every day sounds, 
               magnified. Perspiration runs down the side of his face. Kate 
               watches him in her rear view mirror.

                                     KATE
                         You're going to be fine you know. 
                         There's nothing to worry about. I 
                         have everything under control.

               Dr. Kau stares at Kate in concerned silence.

                                     KATE
                              (quietly to Dr. Kau)
                         We'll never get away with this.

               INT. BEDROOM - THE NEXT MORNING

               Leopold awakens alone in his room. He sits up with a jolt. 
               His stomach sinks as he realizes THIS IS NO DREAM. He slowly 
               rises to his full stature, moving to the window he looks out 
               on the modern day city, shaking his head in awe. He makes 
               his way to the bedroom door and tentatively touches the knob.

               There is a KNOCK on the door.

               Leopold JUMPS back and runs to the bed: The picture of 
               dignity.

                                     KATE
                         How are you feeling?
                              (no response)
                         I thought you might like some tea.

                                     LEOPOLD
                         I insist on being returned home 
                         immediately.

                                     KATE
                         I understand. We're doing our best.

                                     LEOPOLD
                         I wish to speak with your employer, 
                         Dr. Coles.

                                     KATE
                         You're speaking to him.

                                     LEOPOLD
                         You are not suggesting that you are 
                         Dr. Coles?

               She smiles.

                                     LEOPOLD
                         Miss... uh?

                                     KATE
                         Dr. Coles. If you like, you could 
                         call me Miss Dr. Coles or if that's 
                         too much, how about just plain Kate?

                                     LEOPOLD
                              (coldly)
                         A WOMAN of science?

                                     KATE
                         Hard to believe?

                                     LEOPOLD
                         But a woman's brain cannot obtain 
                         enough knowledge to posses a truly 
                         scientific mind.

                                     KATE
                              (jotting this down)
                         Interesting. Nevertheless, we've 
                         come a long way baby.

                                     LEOPOLD
                              (confused)
                         Are you attempting to be humorous?

                                     KATE
                         I'm attempting to be informative 
                         it's just coming out humorous.

               Leopold regards her dubiously.

                                     KATE
                              (clinically)
                         Look, modern social science clearly 
                         states that a woman's place in society 
                         marks the level of that civilization. 
                         A science career for a woman is now 
                         almost as acceptable as being a... 
                         a... waitress. Cream and sugar?

                                     LEOPOLD
                         Young lady, I... Surely it is not 
                         expected that I remain here with you 
                         indefinitely... Unchaperoned?

                                     KATE
                              (pen poised)
                         Does that make you nervous?

                                     LEOPOLD
                         Certainly not!

                                     KATE
                              (writing)
                         Then what are you getting so red 
                         about? It's a very large apartment... 
                         with locks on all the doors.

                                     LEOPOLD
                         The idea! My dear Miss Coles...

                                     KATE
                         Dr. Coles.

                                     LEOPOLD
                         Honey...

                                     KATE
                              (she puts the pad 
                              down)
                         Let's get one thing straight right 
                         now. My name is Kate or Katherine or 
                         if you insist Dr. Coles.
                              (she rises)
                         Take a good long look, Leopold. I am 
                         a 20th century American woman with a 
                         Doctorate and a commission and 
                         independence. I am not your "young 
                         lady" or your "pretty Miss" or your 
                         "honey." Is that clear?

               Leopold watches her with great interest. Finally:

                                     LEOPOLD
                         Honey... For the tea.

                                     KATE
                         ...I'll get it for you.

               Kate grabs the teacup grandly and leaves the room.

               INT. KITCHEN - MORNING

               Kate rummages through every drawer, shelf and cupboard 
               searching for the honey. Finally, she spots the honeybear 
               and squeezes honey A TAD TO VIOLENTLY into the tea. She tries 
               posing "confidently" then checks her reflection in the 
               toaster.

               INT. BEDROOM - MORNING

               Kate returns "confidently" with the tea and a plastic smile.

                                     LEOPOLD
                         Thank you... Has it been decided 
                         what it is I am to do while I am 
                         being held here?

                                     KATE
                         Oh, just some laundry, the cooking, 
                         a little light housework...

               Leopold doesn't react.

                                     KATE
                              (clearing her throat)
                         I took the liberty of preparing a 
                         simple schedule to efficiently utilize 
                         your time while incorporating you 
                         into my routine.
                              (she hands him a 
                              schedule)
                         As you can see, my day begins with 
                         meditation and yoga from 6:30 to 
                         7:00.

               She moves in close to him, making Leopold uncomfortable.

                                     KATE
                         YOU will arise at 6:45, shower and 
                         change and at 7:15, we breakfast 
                         together. 7:45 we begin the days 
                         work. At 10:45 Dr. Kau arrives to 
                         observe you in your natural routine 
                         as I research the data that will 
                         enable you to return home. At 1:15 
                         we lunch together. 2:15 you answer a 
                         daily questionnaire, I type up my 
                         notes. At precisely 6:15 you will 
                         enjoy 15 minutes of FREE TIME, then, 
                         at 6:30, I listen to Tom Brokaw while 
                         making dinner as YOU write down any 
                         questions that come up during your 
                         day. At 7:00, we dine together. If 
                         you need me at any time you may ring 
                         this bell.

               She rings a tiny dinner bell. He is about to speak.

                                     KATE
                         Now, Mondays and Wednesdays I have 
                         computer science class, Tuesdays I 
                         have therapy. IF I have a date, I'm 
                         usually home by 9:15. During these 
                         periods you may read any of the books 
                         I've picked out for you in your room. 
                         I organize my next days work at 10:30, 
                         11:35, David Letterman, 12:40 I'm in 
                         bed.
                              (she takes a breath, 
                              smiles at him)
                         Next day we begin again. Simple?

                                     LEOPOLD
                              (after a beat, with 
                              great dignity)
                         ...At what time shall I WEE and POOH?

               Kate is forced into a stunned silence.

                                     CHARLIE'S VOICE
                         Kate? I'm home.

                                     KATE
                         Oh. Yes. Our chaperone is here.

                                     LEOPOLD
                         Your father?

                                     KATE
                         Sort of. My brother.

                                     LEOPOLD
                         Visiting?

                                     KATE
                         For the past two years. Charlie can 
                         never know about this project. We'll 
                         tell him you are a... overly 
                         distinguished colleague staying here 
                         as our guest. From Canada. Which 
                         would explain your lack of familiarity 
                         with our customs and so forth

                                     LEOPOLD
                              (aghast)
                         A CANADIAN?

                                     KATE
                         Make yourself comfortable. I'll check 
                         in on you later. I think this is 
                         going very well, don't you?

               Leopold looks at her blankly.

                                     KATE
                         Okay. If you need anything, just 
                         ring.

               Kate tinkles the bell, fumbles for the knob and heads out. 
               P.O.V. still on Leopold.

                                     KATE (V.O.)
                              (shouting)
                         Charlie!

               Leopold reacts.

                                     CHARLIE (V.O.)
                              (screaming just as 
                              loud)
                         What?

                                     KATE
                              (still shouting)
                         Come here I wanna talk to you.

               Leopold listens at the door. He slowly opens it, takes two 
               steps out, peers around the corner, then quickly steps back 
               in. He takes a DEEP FRIGHTENED BREATH and slowly deflates.

               INT. CHARLIE'S STUDIO - MORNING

               Charlie sits on the couch smoking a cigarette surrounded by 
               his paintings. He is a likable twentysomething with a big 
               mouth.

                                     CHARLIE
                         What did I do?

                                     KATE
                              (removing his coffee 
                              from the table, 
                              setting it on a 
                              coaster)
                         RINGS! And what did I say about you 
                         smoking in the house?

                                     CHARLIE
                         You were against it.

                                     KATE
                         Correct. You're back early.
                              (She takes away his 
                              cigarette)

                                     CHARLIE
                         Hey!... Are you all right? You look 
                         funny.

                                     KATE
                         Funny ha ha or funny odd?

                                     CHARLIE
                         Both.

                                     KATE
                         That all depends. How was your trip?

                                     CHARLIE
                         Why?

                                     KATE
                         If it was good I'll tell you the 
                         truth. If it was rotten I'll have to 
                         butter you up first.

                                     CHARLIE
                         Butter me up.

                                     KATE
                         Have you been working out? No, I'm 
                         really starting to see results. Are 
                         you comfortable there on the couch?

                                     CHARLIE
                         Very.

                                     KATE
                         Good. Cause you'll be sleeping there 
                         the next few nights.

                                     CHARLIE
                         Kate!

                                     KATE
                         You have to be out of here by 8 and 
                         you can't be back before 6. We have 
                         an important man working with us 
                         with very unusual needs. The company 
                         is insisting he stay here.

                                     CHARLIE
                         What about a hotel?

                                     KATE
                         This man requires around the clock 
                         attention.

                                     CHARLIE
                         I meant for me.

                                     KATE
                         Thank you, Charlie.
                              (she kisses his 
                              forehead)
                         I owe you one.

                                     CHARLIE
                         You owe me nine. What am I supposed 
                         to do all day?

                                     KATE
                              (as if having an 
                              epiphany)
                         You could get a job!

                                     CHARLIE
                         Kate, the entire point of being an 
                         artist is that I don't have to work. 
                         Who is this guy?

                                     KATE
                         Well, I can't tell you much because...

                                     KATE AND CHARLIE
                         I'm not allowed to discuss what goes 
                         on at the office.

                                     KATE
                         Well I'm not. Anyway, it might be 
                         interesting to have someone else to 
                         talk to. It gets so quiet around 
                         here sometimes I feel like I've gone 
                         deaf.

                                     CHARLIE
                         Does he have a label?

                                     KATE
                         Leopold.

                                     CHARLIE
                         LEOPOLD? Is he anything like his 
                         name?

                                     KATE
                         He's exactly like his name.

                                     CHARLIE
                         Then you owe me ten.

               INT. LIVING ROOM - DAY

               Leopold PEEKS around the entrance to the living room. 
               Confident it's unoccupied, he majestically walks inside: Up 
               to date gadgetry, Charlie's modern art work, bright 
               fashionable furniture. Leopold recoils. His eyes come to 
               rest on the television set. The ON OFF buttons loom large. 
               He looks around the room then brazenly presses the button 
               ON.

               Instantly, REGIS and KATHY LEE loudly berate each other before 
               an excited crowd.

               Leopold jumps back several feet, hands flailing in front of 
               him as if shooing away a bee. He quickly, yet cautiously, 
               slams the power OFF.

                                     LEOPOLD
                         Horrible!

               He quickly scurries out the hallway.

               He stops abruptly. He remains very still. Composing himself, 
               he turns and deliberately faces the room. After a moment, he 
               purposefully steps back inside.

               He makes a large ARC around the television set, is confronted 
               by one of Charlie's sculptures and makes an ARC around that. 
               He finds himself in front of a light switch and gingerly 
               examines it. As he does, track lighting ILLUMINATES the room.

               He looks at the lights then back at the switch. He flicks 
               the lights ON and OFF, trying to figure out the precise moment 
               in the transfer of power, laughing in spite of himself.

               Kate and Charlie enter. They watch Leopold flicking the 
               lights, laughing like a madman. Charlie gives Kate a look.

                                     KATE
                              (explaining)
                         He's from Canada...

               INT. DINING ROOM - NIGHT

               Leopold sits at the head of the table, Kate and Charlie 
               banished to either side. Leopold chews his dinner incessantly.

                                     LEOPOLD
                              (finally)
                         What is this?

                                     KATE
                         It's called Hamburger Helper.

                                     LEOPOLD
                         It is beyond help. Please serve the 
                         next course.

               He pushes his plate away.

                                     KATE
                         I'm afraid there is no next course. 
                         If you make a list of the foods you 
                         like, I'll pick them up at the store 
                         for you.

                                     LEOPOLD
                         Is all food here this... textured?

                                     CHARLIE
                         Mine's good.

                                     LEOPOLD
                         Please understand, I am used to a 
                         different sort of preparation. Where 
                         I come from a proper meal is the 
                         result of reflection and study. A 
                         recipe is merely a theme which an 
                         intelligent cook can plan each time 
                         with variation.

               Charlie gives Kate a look.

                                     LEOPOLD
                         Several courses are served. Menus 
                         are often prepared days in advance, 
                         timed to perfection. It is said, 
                         without the culinary art, the 
                         crudeness of reality would make life 
                         unbearable.

                                     CHARLIE
                         In Canada?

                                     LEOPOLD
                              (after a beat. Firmly)
                         In Canada.

                                     CHARLIE
                         We have a saying here. "Shake and 
                         shake the catsup bottle, none will 
                         come and then a lot'll."

               He pours catsup on his dinner.

                                     LEOPOLD
                         How interesting.

                                     CHARLIE
                         Since you're such an expert on fine 
                         cuisine, why don't you make dinner 
                         tomorrow night?

                                     LEOPOLD
                         It should be obvious to you that I 
                         am NOT a domestic. You may take my 
                         plate.

                                     CHARLIE
                         I have my own, thank you.

                                     KATE
                         Charlie...

                                     CHARLIE
                         Who died and made me Cinderella?

                                     LEOPOLD
                         Young man, there is a distinct 
                         impertinence to your voice.

                                     CHARLIE
                         It's part of my charm.

                                     LEOPOLD
                         Suppress it.

                                     KATE
                              (changing the subject)
                         Leopold... Since you're our guest 
                         here, there are several cultural 
                         events you might enjoy seeing. Charlie 
                         has season tickets to the ball game. 
                         Perhaps you'd like to take that in?

                                     LEOPOLD
                         What is it?

                                     CHARLIE
                         What is it??

                                     KATE
                         Or the Opera or the Ballet?

                                     CHARLIE
                         What is it??

                                     KATE
                         Charlie, there's no rule that says 
                         everyone has to be interested in 
                         baseball.

                                     CHARLIE
                         No, but I believe there is a rule 
                         that says everyone has to have HEARD 
                         of it.

                                     LEOPOLD
                         Dr. Coles, your brother Charles 
                         attitude and demeanor are 
                         unacceptable. If I am to stay on 
                         here you must have a serious talk 
                         with him regarding respect and 
                         civility.

                                     KATE
                         CHARLES, could you help me with the 
                         dessert in the kitchen?

                                     CHARLIE
                         In the kitchen?

                                     KATE
                         IN the kitchen. Excuse us.

               Kate and Charlie leave. The camera remains on Leopold, sitting 
               alone, calmly sipping his wine. VOICE OVER FROM THE KITCHEN:

                                     CHARLIE
                         I don't believe this guy!

                                     KATE
                         Try to be nice to him.

                                     CHARLIE
                         I'm always NICE!

                                     KATE
                         Please Charlie, as a favor to me.

                                     CHARLIE
                         He gives me the creeps.

               Leopold reacts. He listens self-consciously.

                                     KATE
                         He's different that's all.

                                     CHARLIE
                         What was that crack about domestics?

                                     KATE
                         Charlie, this is important to me.

                                     CHARLIE
                         You're not going out with him, are 
                         you?

                                     KATE
                         Eeuuu! I may be desperate but I'm 
                         not a lost cause.

                                     CHARLIE
                         Kate, this is me. I've seen the guys 
                         you bring home.

                                     KATE
                         I've done countless favors for you! 
                         Now I'm asking for just one little 
                         thing...

                                     CHARLIE
                              (overlapping)
                         Oh, all right! All right! All right!

               They emerge from the kitchen, beaming.

                                     KATE
                              (after a beat)
                         We forgot the dessert.

                                     CHARLIE
                         You know,... I don't know if I 
                         mentioned it... but that is one fine 
                         looking suit.

               INT. KATE'S BEDROOM - 6:30 A. M.

               Radio alarm clock -- 7:45 a.m. Louis Armstrong begins to 
               sing, "Let's Call the Whole Thing Off." Dressed in yoga 
               clothes Kate sits on her bed in the lotus position. She bangs 
               the gong and closes her eyes. A bell rings. Kate flinches 
               but does not open her eyes.

                                     KATE
                              (too sweetly)
                         What is it, Leopold?

               The bell rings louder, interrupting Kate's routine.

                                     KATE
                              (eyes closed, screaming 
                              like a fishwife)
                         WHAT IS IT, LEOPOLD?!

               Leopold's bell rings with determination. Kate is off the bed 
               and out of the room.

               INT. KITCHEN - MORNING

               Kate enters and stops short. Leopold sits at the table ringing 
               a BELL. The dishwasher is open and SPRAYING WILDLY, the 
               blender has spread breakfast shake EVERYWHERE, water is 
               BOILING OVER on the stove, refrigerator, freezer, and every 
               cupboard door is OPEN. Garbage disposal runs FULL BLAST.

                                     LEOPOLD
                              (calmly amidst the 
                              chaos)
                         I cannot seem to find the tea...

               CLOSE UP: Leopold's hand rings a bell with irritation.

               INT. CHARLIE'S BEDROOM - EVENING

               Leopold, Kate, and Charlie stand in front of Charlie's open 
               closet. Leopold selects clothes from Charlie's wardrobe.

                                     LEOPOLD
                         No... No... No. Good God, no!... 
                         Perhaps...

               He tosses them aside carelessly as Charlie seethes.

               CLOSE UP: Leopold rings his bell.

               INT. HALLWAY - EARLY MORNING

               Kate and Charlie form a line to the bathroom. Kate checks 
               her schedule and bangs on the door.

                                     KATE
                         Leopold, your time is up! What's he 
                         got, a girl in there?

               INT. BATHROOM - EARLY MORNING

               Leopold Luxuriates in the bathtub wearing a "Whitecap" 
               marveling at the whirlpool and the instant hot water. He 
               picks up a can of shaving cream and inspects it in wonder. 
               It SPRAYS.

               CLOSE UP: Leopold rings his bell. Nothing happens. He 
               discovers the clapper has been stolen.

               INT. KATE'S STUDY - AFTERNOON

               Kate types, talks and researches simultaneously. She looks 
               up and stops suddenly.

               Leopold appears wearing MANY oddly assorted layers of 
               Charlie's clothes, a bandanna bow tie, Irish woolen cap, 
               bicycle gloves, aluminum baseball bat walking stick. He poses 
               foppishly.

                                     LEOPOLD
                         I should like to read about modern 
                         currency during my bath tonight. See 
                         that the tub and basin are scrubbed 
                         up. Remnants remain of this afternoons 
                         shave.

               Kate nods at him stupefied. Due to the many layers of 
               clothing, he imperiously leaves the room walking as if wearing 
               skis.

               INT. BEDROOM - NIGHT

               Leopold rings a BIG NEW COWBELL. No one responds.

               INT. CHARLIE'S WORKROOM - NIGHT (CONTINUOUS)

               He discovers Kate at her computer, Charlie reading a book. 
               Each are wearing a walkman.

               He stands in front of them and rings his cowbell furiously 
               until they look up.

               INT. STUDY - DAY

               Leopold studies his questionnaire, Kate researches Victorian 
               customs. They simultaneously look up and gaze at the other. 
               A beat.

               Embarrassed, Kate dons her glasses and Leopold shuffles 
               papers. They look up again. Then down. Then get back to work.

               INT. KATE'S BEDROOM - NIGHT

               Kate sits on her bed with her laptop watching David Letterman. 
               She glances up, laughs out loud. She looks at the dark empty 
               room. No one is there to share it with. Closing her computer, 
               she holds her pillow close to her. She slowly moves to the 
               window and looks out.

               INT. LEOPOLD'S BEDROOM - NIGHT

               A text book with Leopold's picture inside. Leopold reads the 
               brief summary of his life with heartbreaking astonishment. 
               He moves to the window and looks out.

               EXT. N.Y.C. APARTMENT BUILDING - NIGHT

               Kate and Leopold gaze out of their windows. The camera slowly 
               pulls back until they are swallowed up by the city.

               INT. KATE'S STUDY - AFTERNOON

               Kate scans her notes as Leopold paces dully about the room.

                                     KATE
                         In our last session you intimated 
                         there was a symmetrical system 
                         regulating the social order of 
                         conformity spanning your era. I found 
                         this particularly intriguing If I 
                         can just find it in my notes...

               A fire engine races by. Leopold dashes to the window then 
               turns back, excited.

                                     LEOPOLD
                         The fire brigade!

               Kate stares at him blankly. She munches RICE CAKES and drinks 
               water FROM THE BOTTLE. A beat. She returns to her notes.

                                     LEOPOLD
                         This is insufferable! I refuse to be 
                         spied upon, skipped over, or shuffled 
                         about any longer. I have yet to 
                         venture outside this cell. Before I 
                         go mad a more suitable arrangement 
                         must be found.

                                     KATE
                         Found it.

                                     LEOPOLD
                              (startled)
                         A resolution?

                                     KATE
                         No I meant I found my notes.

                                     LEOPOLD
                         Dr. Coles! Changes are in order.

                                     KATE
                         I can hear you.

                                     LEOPOLD
                              (under control now)
                         Miss Coles, as we are to remain here 
                         together, there are certain conditions 
                         I insist are met and maintained. I 
                         no longer wish to be peeped at, 
                         mocked...

                                     KATE
                         I never...

                                     LEOPOLD
                              (calmly)
                         Or interrupted. Jot this down. 
                         Breakfast at 12. Luncheon at 4. Diner 
                         at 8. A horse should be made available 
                         from 1 to 3.

                                     KATE
                         A horse? In New York City?

                                     LEOPOLD
                         Yes. Also, I feel very strongly about 
                         your style of dress. I do not care 
                         for it.
                              (Kate looks up)
                         I cannot believe it is the prevailing 
                         taste for women to appear masculine 
                         and unkempt. If this is the fashion, 
                         have it altered.

               Kate rises.

                                     LEOPOLD
                         That is all for the present.

               He grandly hands her a napkin.

                                     LEOPOLD
                         CRUMBS, my dear!

                                     KATE
                              (infuriated)
                         Thank you!

               Brushing herself off, she heads to the door.

                                     LEOPOLD
                         Dr. Coles. I have been acquainted 
                         with many women in my time, yet I am 
                         compelled to say that the modern 
                         woman is by far the least attractive 
                         I have ever encountered.

                                     KATE
                              (rising to the occasion)
                         And I have a news flash of my own.

               Leopold waits.

                                     KATE
                         You sir, are no Ronald Coleman!

               She storms out.

               INT. LAB - EARLY MORNING

               Dr. Drake enters Dr. Kau's office with two pints of Haagen 
               Dazs.

                                     DR. DRAKE
                         Chocolate Peanut Butter Cookie Dough 
                         Swirl or Peach?

                                     DR. KAU
                         Peach.

               They dig in.

                                     DR. DRAKE
                         Any luck?

                                     DR. KAU
                         Yea. Lots of luck. All bad. No 
                         information exists detailing what 
                         happened to Carlson. I've been working 
                         for weeks and I'm not any closer 
                         than when I began... How are you 
                         doing?

                                     DR. DRAKE
                         My cholesterol level is up 70 points.

               Kate enters, exhausted, deposits an armful of papers on Dr. 
               Drake's desk. Kate has pencils tucked behind her ear, through 
               her hair, and in her mouth.

                                     DR. DRAKE
                         Thank you, Kate... How're you managing 
                         with Leopold?

                                     KATE
                         Fine. Fine... Why? What did you hear?

                                     DR. DRAKE
                         Nothing. I was just asking.

                                     KATE
                         Oh. Well, it's fine. He's a delight. 
                         Everything's under control.

                                     DR. KAU
                         Keep up the good work.
                              (after she's gone)
                         She seemed a little scattered. Do 
                         you think everything's all right?

                                     DR. DRAKE
                         Katherine Coles is the most capable 
                         person we have on this project. If 
                         anyone can handle the delicacy of 
                         this situation, Kate can.

                                     DR. KAU
                         So there's nothing to worry about?

                                     DR. DRAKE
                         Absolutely not.

               INT. CHARLIE'S STUDIO - EARLY EVENING

                                     KATE
                         GONE? GONE WHERE?!
                              (Charlie shrugs)
                         Charlie we've got to find him!

                                     CHARLIE
                              (working on a VERY 
                              STERN portrait of 
                              Kate at her computer)
                         Are you crazy? This is the first 
                         time all week my eyes aren't darting 
                         to the top of my sockets every five 
                         minutes.

                                     KATE
                         When did he leave?

                                     CHARLIE
                         I don't know. An hour ago? He said 
                         he wanted to take a walk.

                                     KATE
                         And you let him?? He's not allowed 
                         to go outside!

                                     CHARLIE
                         Is he being punished?

                                     KATE
                         We've got to find him! You stay here 
                         in case he finds his way back. And 
                         while you wait you'd better pray 
                         he's all right. If anything happens 
                         to him, anything at all, EVERYTHING 
                         we've worked for will have been 
                         destroyed.

               She heads out the door. Charlie follows.

               INT. LIVING ROOM - EARLY EVENING

                                     CHARLIE
                         Kate, calm down.

                                     KATE
                         And YOU'LL be responsible. Understand?
                              (she grabs her coat 
                              and purse)

                                     CHARLIE
                         What's the big deal? Who is this 
                         guy?

               Kate takes a LONG pause.

                                     KATE
                         Leopold... is not really from Canada.

               EXT. KATE'S APARTMENT BUILDING - LATE AFTERNOON

               Peaceful. The sun sets. Pigeons rest on window sills. 
               Suddenly:

                                     CHARLIE (V.O.)
                         OH MY GOD!!!

               The pigeons take flight.

               EXT. CENTRAL PARK - EVENING

               Leopold leaves Central Park profoundly lost. Looking both 
               ways in the wrong direction, he crosses the street. SCREECHING 
               brakes, HONKING horns, FURIOUS shouts with Leopold, horrified, 
               caught in the middle. He makes it across shaking and dazed. 
               A motorist pulls along side of him.

                                     WOMAN MOTORIST
                         You stupid fucking son of a bitch. 
                         Next time I'll hit ya. Fucking moron.

               Leopold GAPES, appalled. A Hansom carriage slowly treads 
               into Central Park. Leopold watches until it disappears.

               INT. KATE'S GREEN A.M.C. PACER - NIGHT

               Kate drives slowly, searching for Leopold. Cars honk with 
               mounting anger.

                                     CABBY
                         What're ya waiting for lady? An 
                         invitation?

                                     KATE
                         I'm sorry! I'm sorry!

               She continues searching, trying hard to remain calm.

               EXT. TIMES SQUARE - NIGHT

               Huge buildings. Neon lights flashing. Garbage in bundles. 
               Calvin Klein Ads. In the center of it all, Leopold, jostled 
               BADLY by the crowd, tipping his hat to all the ladies. He 
               enters a deli.

               INT. DELI - NIGHT

               Leopold, appalled by the prices searches for money. He has 
               none.

                                     LEOPOLD
                              (to the counter man)
                         $7.95 for a sandwich? Is that correct?

                                     COUNTER MAN
                         You gotta problem with that?

                                     LEOPOLD
                         It seems rather pricey to me.

                                     COUNTER MAN
                         So don't buy one.

                                     LEOPOLD
                         I shan't.

                                     COUNTER MAN
                         So shan't!

               He moves on.

                                     LEOPOLD
                         Yes, I... I would be happy to sample 
                         one however I'm afraid I haven't the 
                         finance with me just now. If I could 
                         establish a credit with you, I will 
                         have someone come round with the 
                         funds tomorrow.

                                     COUNTER MAN
                         You will gladly pay me Tuesday for a 
                         hamburger today, is that it?

                                     LEOPOLD
                              (a little confused)
                         I believe so. Yes.

                                     COUNTER MAN
                         Get the fuck outta here.

                                     LEOPOLD
                         I beg your pardon?

                                     COUNTER MAN
                         Get out. Fuckin' Wimpys piss me off.

                                     LEOPOLD
                         May I remind you, merchant, that I 
                         am the customer in this establishment 
                         and as such require your attention 
                         and the utmost respect. I do not 
                         accept this modern convention of 
                         desecrating one's patrons with such 
                         contemptuous disregard.

                                     YUPPIE WOMAN
                         You tell him.

                                     LEOPOLD
                         Need I add that without our patronage 
                         you would not own that unwashed 
                         counter behind which you spew your 
                         filthy mouth?

                                     COUNTER MAN
                         Where do you get off? You don't even 
                         have any money.

                                     LEOPOLD
                         Don't be irrelevant... I'm browsing.

                                     COUNTER MAN
                         Not in my store you're not.

               He comes out from behind the counter. He's big.

                                     LEOPOLD
                              (very superior)
                         Do you intend to physically escort 
                         me out...?

               EXT. STREET - NIGHT

               Leopold is thrown out of the store and on to the street.

                                     LEOPOLD
                         Did you see what he did? Did you see 
                         that?

               No one responds. Leopold is left sprawled on the street. 
               Thunder is heard.

               EXT. N.Y.C. - NIGHT

               Gargoyles at New York City Library, The Dakota, the Bowery, 
               Alphabet City.

               EXT. CLAIRMOUNT STABLES - 4 A.M.

               Pouring rain. Leopold stands in front of the stables beaten 
               and drenched. A car drives by, screeches to a stop, and 
               hastily backs up along side Leopold.

                                     KATE
                         Leopold! Leopold, get in.

               Leopold stares at the car. Kate runs out, opens the door and 
               helps him in. She dashes back into the drivers seat.

               INT. CAR - 4 A.M.

                                     KATE
                              (nearly in tears, 
                              trying to dry him 
                              off)
                         Leopold! Oh, Leopold thank God you're 
                         all right. I didn't think I'd ever 
                         find you. You had us all so worried. 
                         Oh, Leopold!

               She hits him hard.

                                     KATE
                         Don't you ever go out again without 
                         my permission, do you hear me? I was 
                         frantic. You could have been killed 
                         a hundred times over. I never would 
                         have known.

               She rests her head on the steering wheel, exhausted. She 
               pulls herself together and looks at him.

                                     KATE
                         Leopold, are you all right?

                                     LEOPOLD
                              (looking deep into 
                              her eyes for the 
                              first time)
                         I wish to go home.

                                     KATE
                         Okay. I'll get you home in a jiffy.

                                     LEOPOLD
                              (badly shaken)
                         No... I wish to go home.

               Kate gently observes Leopold who stares rigidly straight 
               ahead.

               INT. LIVING ROOM - NIGHT

                                     CHARLIE
                              (on the phone)
                         I don't know. It's just Leopold. 
                         Like Cher. Or Goofy.

               Kate and Leopold walk in wet and exhausted.

                                     CHARLIE
                         Never mind they just walked in. Jesus. 
                         You look horrible.

                                     KATE
                         Charlie, don't start. I haven't been 
                         this angry at you since you got me 
                         into that pyramid thing last year. 
                         If you make a wisecrack I'm going to 
                         burst into flame.

                                     CHARLIE
                         It wasn't a wisecrack. You do look 
                         horrible.

                                     KATE
                         I'm too tired for this now. I'll 
                         just save it up and kill you tomorrow. 
                         Help Leopold out of his things and 
                         lets get him to bed.

                                     LEOPOLD
                         I've something to say. To the both 
                         of you. I... Nothing is what it seems. 
                         After witnessing mere weeks of this 
                         age it is painfully apparent I am 
                         outside of my acquaintance... I don't 
                         know how to proceed. I frankly... am 
                         in need of assistance. I'm sorry. 
                         I'm not very good at this. In the 
                         event you have missed it, I am 
                         apologizing.

               There is a long pause.

                                     CHARLIE
                         About time.
                              (he shakes Leopold's 
                              hand reluctantly)
                         Welcome back.
                              (he leaves)

                                     KATE
                         Don't mind him. His heart would be 
                         in the right place if he had a heart. 
                         Surliness runs in my family.

                                     LEOPOLD
                         I understand. It practically races 
                         through mine.

                                     KATE
                              (shocked)
                         Leopold, you made a joke. I mean one 
                         that's not at my expense. That's 
                         good.

               They look at each other just a second too long.

                                     LEOPOLD
                         We'd better get to bed... That is...

                                     KATE
                         Yes... I start work...
                              (she looks at her 
                              watch)
                         in three and a half hours.

                                     LEOPOLD
                         Oh, dear.

               They self-consciously head to their respective rooms.

                                     KATE
                         It's fine. I'm used to it.

                                     LEOPOLD
                         You mustn't get too used to it. You'll 
                         find life passes you by awfully 
                         quickly.

               Kate is struck by his vulnerability for the first time and 
               is moved. She catches herself quickly however.

                                     LEOPOLD
                         Thank you for...

                                     KATE
                              (waving it away)
                         Oh!

               They stand at their bedroom doors.

                                     LEOPOLD
                         Well, goodnight then.

                                     KATE
                         Leopold?... I don't have a clear 
                         handle on this. Perhaps I was wrong 
                         keeping you confined to the apartment 
                         all this time. I don't know when 
                         you'll be able return home... Tomorrow 
                         I'll start preparing you for the 
                         outside world. And... We'll find 
                         your way back. I promise.

               Leopold smiles, still shaken. A beat. They slowly close the 
               doors to their respective rooms.

               INT. HALLWAY - BRIGHT SUNNY MORNING

               Leopold, dressed for an outing knocks on Kate's bedroom door.

                                     KATE (V.O.)
                         Yes?

               Leopold enters. Kate stands in a slip calmly looking at 
               Leopold. Leopold immediately turns, facing the door.

                                     LEOPOLD
                         Oh! I beg your pardon. I, I, I, was 
                         merely... I didn't...

                                     KATE
                         Is there something you want, Leopold?

                                     LEOPOLD
                         I merely wanted to see... that is, 
                         inquire, on your availability, for 
                         an outing... My assimilation and so 
                         forth.

                                     KATE
                         Yes, we have a lot of work ahead of 
                         us. I'll be out in a minute.

                                     LEOPOLD
                         Yes, of course. Splendid.

               He reaches around behind his back and fumbles for the knob. 
               He finally finds it and goes out.

               Kate smiles.

                                                                    CUT TO:

               EXT. N.Y.C. - DAY

               the Brooklyn Bridge, the Chrysler Building, Rockefeller 
               Center, 5th Avenue.

               EXT. 5TH AVENUE - DAY

               Kate and Leopold exit The Gap. Leopold awkwardly wears hip 
               Gap casual clothes, a baseball cap on his head.

                                     LEOPOLD
                         Are you certain this is correct?

               Kate places the cap backwards on his head. She nods 
               approvingly.

                                     KATE
                         Certainly I'm certain.

               Leopold watches himself in store windows. He CAN'T comprehend 
               it. Kate leads him into Barney's.

               INT. BARNEY'S - DAY

               Leopold stands before the mirror wearing a classic dark suit. 
               He looks FANTASTIC. A fact that is not lost on Kate.

                                     LEOPOLD
                         Now really. Isn't this better?

               Kate nods back begrudgingly, her breath taken away.

               EXT. N.Y.C. - DAY

               Lincoln Center, Columbus Circle, Gristedes.

               INT. GRISTEDES MARKET - DAY

               Kate selects a shopping cart, begins to push it.

                                     LEOPOLD
                         Allow me.

               Kate walks ahead. Leopold, maneuvering a cart with a broken 
               wheel, hasn't the knack and bangs into everyone and everything 
               in the aisle.

                                     LEOPOLD
                         Sorry. Oops! Careful there. So sorry.

                                                                    CUT TO:

               CLOSE UPS: Leopold scrutinizing vegetables in cans, cereals 
               for kids, bottled water, instant soup, feminine hygiene 
               supplies.

                                                                    CUT TO:

               The check out line. As their groceries are being rung up, 
               Leopold spots The Sun, a newspaper with the headline: Woman 
               Sees Satan in her Microwave Oven. Leopold eagerly shows Kate.

                                     LEOPOLD
                         Have you seen today's paper?

                                     KATE
                         Put it back.

                                     LEOPOLD
                         But...

                                     KATE
                         Back!

               Leopold reads the paper totally enthralled.

               EXT. STREET - DAY

               Kate and Leopold walk down the street, a bag in each arm. 
               Leopold eyes Kate suspiciously.

                                     LEOPOLD
                         Dr. Coles, why is it you are not 
                         married?

                                     KATE
                         Women are longer defined by the men 
                         they're married to, Leopold. I have 
                         a career. I haven't found a man who 
                         fits in with that yet.

                                     LEOPOLD
                         Yet people still marry?

                                     KATE
                              (defensively)
                         I've heard of cases.

               They continue to walk, Leopold noticeably studies Kate. 
               Finally:

                                     LEOPOLD
                         I suspect there is something wrong 
                         with you.

                                     KATE
                         There's nothing wrong with me!

                                     LEOPOLD
                         Perhaps it is the way you present 
                         yourself.

                                     KATE
                         I don't know what you're talking 
                         about.

                                     LEOPOLD
                         There is some sort of problem when a 
                         woman reaches thirty and insists on 
                         remaining single.

                                     KATE
                         You think I'm THIRTY?!

                                     LEOPOLD
                         What?

                                     KATE
                         Do I look THIRTY to you?

                                     LEOPOLD
                         It was an arbitrary number.

                                     KATE
                         You chose it specifically opposed to 
                         a lower number.

                                     LEOPOLD
                         I didn't mean it.

                                     KATE
                         ...Thirty!

                                     LEOPOLD
                         I apologize... How old are you?

                                     KATE
                              (sharply)
                         I'm thirty! But you're the first 
                         person whoever told me I looked it!

                                     LEOPOLD
                         I'm sorry.

               Leopold spots a formal dress in a store window. He takes a 
               good long look at Kate, smiles, then quickly walks inside. 
               Kate continues down the block.

                                     KATE
                         And it's not that I insist on 
                         remaining single. Believe me. Everyone 
                         dreams of finding somebody to share 
                         their life with. To give someone all 
                         the love they've been hoarding since 
                         they were a kid. I'm no different. 
                         But one has to be sensible. I have a 
                         career and a life that's filled 
                         with...

               She looks around. Leopold is gone.

                                     KATE
                         Not again...

               She starts off down the street, stops, and enters ROBERTA'S, 
               an upscale boutique.

               INT. ROBERTA'S - DAY

               Kate races in. Leopold talks with a saleslady.

                                     KATE
                         What do I have to do? Put a leash 
                         around your neck?

                                     LEOPOLD
                              (to the saleslady)
                         She is the woman to whom I was 
                         referring. You see the problem?

                                     SALESLADY
                              (giving Kate the once 
                              over)
                         Yep.

                                     KATE
                              (staring down at her 
                              clothes then back at 
                              the two of them)
                         What?... What?

               INT. ROBERTA'S - DAY

               From behind the dressing room door, Kate shouts to the others 
               with irritation.

                                     KATE
                         This is ridiculous. I don't have 
                         time to...
                              (she shrieks)
                         Do you know what this dress costs? 
                         Let's get this over with. I'm coming 
                         out. Nobody laugh.

               Kate leaves the dressing room in a huff COMPLETELY UNAWARE 
               that she is STUNNING.

                                     KATE
                         Satisfied?

               Leopold and the saleslady stare at her with pleasure.

                                     KATE
                         ...What?

               She turns and looks at herself in the mirror. Leopold stands 
               behind her, pulls back her hair, brushes away her bangs.

                                     LEOPOLD
                         You have a lovely face.

               Even Kate cannot deny that she is lovely. She stares at 
               herself for a long while.

                                     LEOPOLD
                              (quietly)
                         We'll take the dress.

               They become aware of their close proximity. They nervously 
               part.

               INT. LIVING ROOM - LATE AFTERNOON

               Kate sits Leopold down on the sofa. She turns on the TV and 
               hands him the remote control.

                                     LEOPOLD
                         What is this?

                                     KATE
                         The drug of the 20th century.

               She aims the remote at the TV, changing channels. He's 
               spellbound.

               INT. DINING ROOM - EARLY EVENING

               Dinner is served. Kate waits patiently for Leopold who sits 
               on the sofa watching the TV.

                                     KATE
                         Leopold, your dinner's getting cold.

                                     LEOPOLD
                         I'm coming.

               He does not move a muscle.

               INT. LIVING ROOM - NIGHT

               Kate and Leopold sit on the sofa eating their dinner and 
               watching TV. On the screen, a Looney Tune. Leopold enjoys 
               this especially. Kate reaches for the remote but Leopold 
               grabs it territorially, refusing to relinquish it.

                                     KATE
                              (making notes)
                         It's a guy thing.

               INT. LIVING ROOM - NIGHT

               Leopold asleep on the sofa still clutching the remote control. 
               Kate comes in with a blanket and settles it over Leopold. 
               She glances around the room, then slowly bends down close to 
               capture a better look at his face.

               After a moment she catches herself, takes herself in hand 
               and sits down at her computer. She opens her notes and types. 
               Her fingers slow down to a crawl and come to a stop. She 
               looks up at Leopold lost in thought. She smiles.

               Reaching for a soda, she accidentally knocks a picture to 
               the floor. In a SMASHED frame, Kate and CARLSON drunkenly 
               mug for the camera. Kate pales noticeably.

               She looks from the picture to Leopold. Slowly, she begins 
               pecking away at the keys. She does not look up again.

               INT. LAB - LATE AFTERNOON

               Kate gives Leopold a tour of the lab stopping by Dr. Drakes 
               area. Hidden behind chalk boards, calculator paper, and 
               several empty Haagen Dazs containers, Dr. Drake searches for 
               solutions.

                                     KATE
                         ...Now within that astronomical 
                         structure, Dr. Drake here is searching 
                         for a pathway between your time and 
                         the present. He'll find it too if 
                         his arteries don't harden first.

                                     LEOPOLD
                         Astounding.

                                     KATE
                         Once that is discovered, the search 
                         begins for the exact time and date 
                         travel will be possible.

               They move to Dr. Kau's area.

                                     LEOPOLD
                              (to Dr. Kau)
                         How are you proceeding?

               Dr. Kau merely grunts. Leopold looks at Kate.

                                     KATE
                         Don't take it personally. Once Dr. 
                         Kau starts working, you just have to 
                         wait until her batteries run down. 
                         We're all pretty much like that.

               They head into Kate's office.

               INT. KATE'S OFFICE - DAY

               Kate gathers her belongings, Leopold snoops at her notes.

                                     LEOPOLD
                         The complexity of this equation is 
                         astonishing? Can you really comprehend 
                         all that?

                                     KATE
                              (simply. Almost 
                              apologetically)
                         I'm a genius.

                                     LEOPOLD
                         You're quite exceptional Dr. Coles.
                              (a beat)
                         That is to say, you all are.

                                     KATE
                         Thank you. And may I say that 
                         sometimes, in DIM light, you're not 
                         so bad yourself.

               They stand together, Leopold grinning sheepishly.

                                     KATE
                         Oh my God! Is that the time? I'm 
                         late. Therapy. Every Tuesday night.

                                     LEOPOLD
                         May I accompany you?

                                     KATE
                         You mayn't.

                                     LEOPOLD
                         I am not certain I understand therapy.

                                     KATE
                         No one does. That's why therapists 
                         can charge so much.

               As she gathers her belongings, Leopold spots a very high 
               heeled red shoe in Kate's bag.

                                     LEOPOLD
                         What exactly transpires during 
                         therapy?

                                     KATE
                         Leopold. A gentleman does not ask 
                         those questions. Come on, we'll get 
                         you home.

                                     LEOPOLD
                         I am perfectly able to travel homeward 
                         myself.

               Kate looks at him skeptically.

                                     LEOPOLD
                         Really! I have finance and our 
                         address. I shall take a cabbie.

               Kate hesitates.

                                     LEOPOLD
                         You are late. I insist. I am NOT a 
                         child. Dr. Coles.

                                     KATE
                         All right. Don't bite my head off.

               She shakes her head and walks out the door.

               EXT. N.Y.C. STREET - LATE AFTERNOON

               Kate heads down the stairs of a subway station. A few feet 
               behind, Leopold cautiously follows.

               INT. SUBWAY STATION - RUSH HOUR

               Kate waits in line at the turnstile. Leopold, a ways back, 
               grimaces noticeably at the smell.

               Kate heads through. Leopold follows banging painfully into 
               the bar. A NUN hurriedly bumps into him from behind.

               He tries pushing the bar but it doesn't budge. He turns around 
               to step out of line but it is already too long. He stands 
               NOSE to NOSE with the nun.

                                     LEOPOLD
                         I can't seem to...

                                     NUN
                              (impatiently)
                         Oh, for heaven's sake...

               The nun deposits her token and SQUEEZES them both through as 
               the train arrives at a deafening pitch, startling Leopold.

               He spots Kate entering the train and jumps into the car in 
               the nick of time. The train departs, Leopold pressed awkwardly 
               against the glass.

               EXT. N.Y.C. STREET - EARLY EVENING

               Kate races from the subway station, entering the Arthur Murray 
               Dance Studio. Leopold, thoroughly disheveled, follows at a 
               distance.

               INT. DANCE STUDIO - EVENING

               Elderly Blue haired couples chat amongst themselves, men on 
               the right, women on the left. Kate, in dance clothes, out of 
               breath, stumbles in, making a b-line for the women's side.

                                     MRS. PINCUS
                         I was worried. I thought you weren't 
                         going to make it.

                                     KATE
                              (smiling happily)
                         Miss my lesson? This is the only 
                         thing I have to look forward to all 
                         week. Is that a new dress Mrs. Pincus?

               Mrs. Pincus executes a fancy spin, proudly showing off her 
               purchase. Across the room, MR. Pincus beams in anticipation.

               An elderly, overly made up dance instructor enters. She claps 
               her hands together loudly.

                                     INSTRUCTOR
                         All right, kids. Pair up!

               The men slick back their hair. The women straighten their 
               gowns. Kate stands to the side, self-consciously studying 
               the floor.

               The men take their places on the dance floor. They flick 
               their hand twice, inviting their women to dance. Cooly, 
               elegantly, the women approach their partners. After a while 
               Kate looks up, relieved. She stands alone. Ballroom music 
               plays.

               The couples effortlessly shift between steps and turns. Kate 
               dances with an imaginary partner, stumbling, more than a 
               beat behind, counting, animated, a concentrated YEARNING 
               look spread across her face.

               The instructor approaches with a look of resignation.

                                     INSTRUCTOR
                         Don't think so much, Katie. FEEL the 
                         music.

                                     KATE
                              (sweating)
                         I am!

                                     INSTRUCTOR
                         Dancing should not be work. It should 
                         be a vacation the body takes from 
                         the mind. Let the music wash over 
                         you.

                                     KATE
                              (frustrated)
                         It is!

                                     INSTRUCTOR
                         Repeat after me: I've got the muusic 
                         in me.

                                     KATE
                         I've got the muusic in me.

                                     INSTRUCTOR & KATE
                              (overlapping)
                         I've got the muusic in me!

                                     INSTRUCTOR
                         Keep telling yourself that.

               Kate does. Her instructor shakes her head and moves away.

               Across the room, through the window, Leopold watches, moved.

               LEOPOLD'S P.O.V. -- Over the music, beyond the swirling 
               couples, Kate remains in the corner, dancing with her 
               imaginary partner, fighting valiantly for the right steps, 
               muttering to herself, dancing alone.

               INT. LAB - MORNING

               Dr. Kau SLAMS a large book on Dr. Plodder's desk startling 
               him.

                                     DR. KAU
                         I've located her.

                                     DR. PLODDER
                         You didn't! Is she all right?

                                     DR. KAU
                         No. She's really not.

               Photograph of a SWEATSHOP 1896. The conditions are APPALLING. 
               Positioned among the workers, Julia Carlson, thin, ragged, 
               worn out, stares helplessly into the camera.

                                     DR. KAU
                         It was taken a year after she arrived. 
                         Look at her face! We have to get her 
                         back.

                                     DR. PLODDER
                         Christine, this morning I spoke with 
                         the head of funding. They're talking 
                         about canceling the project.

                                     DR. KAU
                         What?! They can't do that!

                                     DR. PLODDER
                         There's still time. Nothing has 
                         happened yet that can't be undone. 
                         We'll get her back. We'll put this 
                         behind us and we'll get her back.

               The doctors stare at the photograph. Powerless.

                                                                    CUT TO:

               INT. CHARLIE'S STUDIO - DAY

               Charlie and Leopold work at their easels. Leopold sighs 
               HEAVILY.

                                     CHARLIE
                         Is there something on your mind?

               There is a pause.

                                     LEOPOLD
                         This is rather difficult for me.

                                     CHARLIE
                         ...Uh huh...?

                                     LEOPOLD
                         I have been in the salon contemplating 
                         the reception I have received by the 
                         various tradesmen I have visited. 
                         I've determined I am lacking the 
                         dexterity of modern intercourse.

                                     CHARLIE
                         Of what??

                                     LEOPOLD
                         Social skills.

                                     CHARLIE
                         Oh.

                                     LEOPOLD
                         I realize our association has been 
                         rather distant and I bear you no ill 
                         will.

                                     CHARLIE
                         You can imagine my relief.

                                     LEOPOLD
                         The fact is... I need help.

                                     CHARLIE
                         Why not ask Kate?

                                     LEOPOLD
                         I would appreciate the masculine 
                         point of view.

                                     CHARLIE
                         Why not ask Kate?... That was a joke.

               Leopold looks worried. Charlie puts down his brush.

                                     CHARLIE
                         Well? Let's see... I guess we could 
                         start by removing that great big 
                         stick from up your... Let's start 
                         with your walk.

                                     LEOPOLD
                         My walk?

                                     CHARLIE
                         You don't walk right.
                              (gently)
                         You strut.

                                     LEOPOLD
                              (very defensive)
                         STRUT?

                                     CHARLIE
                         Strut strut strut. You walk into the 
                         bathroom it's like I'm watching a 
                         parade. Walk across the room.

                                     LEOPOLD
                         I will not.

                                     CHARLIE
                         I know you won't. You'll STRUT. You 
                         asked for my help. Trust me on this.

               As Leopold struts across the room Charlie shakes his head 
               and spontaneously begins to hum Sousa's Stars and Stripes 
               March. Leopold becomes more and more agitated. As the song 
               crescendos:

                                     LEOPOLD
                         That's enough! Really! You walk.

               Charlie hops up, casually walks around the room and begins 
               to hum a more relaxed version of Stars and Stripes.

                                     CHARLIE
                              (between choruses)
                         See? Easy. Relaxed. You try.

               Leopold begins humming the more casual version of the song 
               and mimics Charlie.

                                     CHARLIE
                         That's better. Now, try to enjoy 
                         your walk. It's a beautiful day. The 
                         sun is shining, the peasants are 
                         singing.

               INT. LIVING ROOM - DAY

               VOICE OVER: Charlie and Leopold joyously singing The Stars 
               and Stripes. As the song builds:

               Charlie enters leading Leopold throughout the room. Leopold 
               matches Charlie EXACTLY step by step so tightly they appear 
               to be one person marching happily about.

                                                                    CUT TO:

               EXT. N.Y.C. - DAY

               Chinatown, Little Italy, chess in Washington Square Park.

               EXT. WASHINGTON SQUARE PARK - DAY

               Leopold and Charlie explore the city. Leopold works diligently 
               on his walk. A beautiful woman walks by in a revealing outfit. 
               Charlie catches Leopold watching her and smiles broadly.

                                     CHARLIE
                         Interesting?

               Leopold, caught leering, turns away sheepishly and smiles. 
               Charlie pats Leopold on the back. Stops. Pats his back again.

                                     CHARLIE
                         What the hell is that?

                                     LEOPOLD
                         What?

                                     CHARLIE
                         Leopold, are you wearing a corset?

                                     LEOPOLD
                         Naturally.

               Cracking up, Charlie good-naturedly puts an arm around 
               Leopold's shoulder. Leopold attempts the same pulls away.

               INT. BLOCKBUSTER RECORDS - NIGHT

               With a headset on, Charlie listens to music. Leopold watches.

                                     CHARLIE
                         What'd ya say was the name of this 
                         number?

                                     LEOPOLD
                         Tchaikovsky. Waltz of the Flowers.

                                     CHARLIE
                              (deadpan)
                         Pretty.

               Charlie stops the music and places a headset over Leopold's 
               ears. Leopold watches calmly. Charlie selects a song. 
               Instantly, Leopold's shoulders rise up to his ears. His mouth 
               opens wide.

                                     CHARLIE
                         Megadeath. High Speed Dirt.

               After a bit, Charlie turns the music off. Leopold's shoulders 
               go down but his mouth stays wide open. Astonished.

               EXT. CENTRAL PARK - DAY

               Charlie and Leopold walk through the park. A rubber softball 
               hits Leopold squarely on the head.

                                     LEOPOLD
                         What in the world...?

               A couple race over. The man is BLACK. The woman is WHITE. 
               Their child, ELIZABETH, 7, follows wide eyed and apprehensive.

                                     MAN
                         Sorry! We're so sorry. Are you hurt?

                                     WOMAN
                         She's another Babe Ruth. We had no 
                         idea. Are you okay?

               Leopold regards them curiously.

                                     WOMAN
                         What do you have to say for yourself, 
                         Elizabeth?

                                     ELIZABETH
                         I'm sorry!

               Leopold stares hard at the modern familial scene. He doesn't 
               speak. After a long moment:

                                     LEOPOLD
                         Is this your child?

                                     MAN
                         Yes.

               Charlie braces for the worst. The little girl stares at 
               Leopold.

                                     LEOPOLD
                         I see.

                                     WOMAN
                         C'mon honey, lets go.

                                     ELIZABETH
                         I want my ball.

                                     LEOPOLD
                         Just a moment!
                              (bending down to 
                              Elizabeth, firmly)
                         Pick a hand.

               She picks his right hand. Nothing. She picks his left. 
               Nothing. Leopold looks surprised then pulls the ball from 
               his ear. She takes the ball and smiles at him.

                                     LEOPOLD
                         My mother's name was Elizabeth.
                              (then to her parents)
                         She's a beautiful child. You're very 
                         lucky.

                                     MAN
                         What do you say, Elizabeth?

               Elizabeth makes an embarrassed face.

                                     MAN
                         Thank you.

               Charlie and Leopold continue through the park, Leopold lost 
               in thought. Charlie watches him in surprise. They walk on.

               INT. DINING ROOM - NIGHT

               Leopold talks animatedly. On the table -- Pumpkin pies, pizza 
               pies, and pot pies.

                                     LEOPOLD
                         I understand pumpkin pies, pizza 
                         pies, and pot pies. But I wish someone 
                         would explain Eskimo pies.

               He eats a large spoonful of pudding. Kate and Charlie exchange 
               a worried look.

                                     LEOPOLD
                         You smoke Camel's, you wear Old 
                         Spices, and you drink Mountains Dew. 
                         It's revolting.
                              (to Kate)
                         The pudding tonight is excellent. 
                         Another thing I've noticed, everyone 
                         is in a great rush today. Instant 
                         Oatmeal, Instant Coffee, Speed Stick, 
                         Minute Maid. You'll find there's 
                         much to be said for moderation and 
                         languor.

               He eats another spoonful.

                                     LEOPOLD
                         Mmmm. Is it tapioca?

                                     KATE
                         It's margarine.

                                     LEOPOLD
                              (taking the spoon out 
                              of his mouth)
                         It's marvelous.

                                     CHARLIE
                         Well, I'm off.

                                     KATE
                         Me too. Work to do. Where are you 
                         going?

                                     CHARLIE
                         I'm meeting everyone over at Caffeine. 
                         It's this coffee house we go to.

                                     KATE
                         Say hello to Dennis for me.

                                     LEOPOLD
                         Who is that?

                                     CHARLIE
                         Dennis is this really good looking 
                         friend of mine who doesn't know Kate's 
                         alive because SHE doesn't know how 
                         to flirt.

                                     KATE
                         As a rule I don't like to associate 
                         with really good looking people. It 
                         makes me feel really... I don't 
                         know... Smart. But Dennis is a nice 
                         guy.

                                     CHARLIE
                         And he always picks up the check.

                                     LEOPOLD
                         Sounds enjoyable. I shall join you.

                                     CHARLIE
                         What?

                                     KATE
                         That's a wonderful idea! Leopold 
                         mentioned how he wanted to meet... 
                         People of quality was it?

                                     CHARLIE
                         Ahhhhh?

                                     LEOPOLD
                         If you'd rather I didn't go...

                                     KATE
                         Nonsense! Charlie, you don't want to 
                         hurt Leopold's feelings. He's going 
                         to think you don't want him to go.

                                     CHARLIE
                         Oh it's not that. It's just that 
                         it's sort of a vulgar crowd, is all. 
                         I'm not sure you'd have such a good 
                         time.

                                     LEOPOLD
                         A little ribald humor? I'm not as 
                         big a stick in the mud as you might 
                         think! I'd enjoy a gay night out, 
                         kicking up my heels.

               There is an awkward pause. Leopold is so enthusiastic and 
               sincere that despite a feeling of disaster Charlie relents.

                                     CHARLIE
                         Finish off your Parquet and we'll 
                         go.

               Charlie gives Kate a look of death as we:

                                                                    CUT TO:

               EXT. CAFFEINE - NIGHT

               Charlie and Leopold approach Caffeine, a trendy coffee house. 
               Charlie looks in the window.

                                     CHARLIE
                         There they all are. Now one more 
                         thing. Throw the words "like" and 
                         "you know" into a sentence whenever 
                         possible. It's how people talk today.

                                     LEOPOLD
                         Proper speech does not cease to exist 
                         simply because it is ignored.

                                     CHARLIE
                         Please?

                                     LEOPOLD
                         Charles, you needn't fret. I have 
                         the walk down pat. I will not give 
                         myself away. Like.

                                     CHARLIE
                              (looking in the window)
                         Oh shit!
                              (correcting himself)
                         Shoot.

                                     LEOPOLD
                         What is it?

                                     CHARLIE
                         Patrice. See that girl? The blonde 
                         one? She's so inconceivably hot.

               INT. CAFFEINE - NIGHT

               Patrice, a tall blonde sits at a large round table, talking. 
               She is very beautiful.

               EXT. CAFFEINE - NIGHT

                                     LEOPOLD
                         She's very pretty.

                                     CHARLIE
                         She's mine.

                                     LEOPOLD
                         Congratulations.

                                     CHARLIE
                         Ok not exactly mine. But I saw her 
                         first.

                                     LEOPOLD
                         I understand.

                                     CHARLIE
                         Okay. I guess we should go in. I 
                         don't suppose we could tell everyone 
                         you don't speak English?

                                     LEOPOLD
                         Of course not. Let's go inside.

               Leopold walks his casual walk inside, followed by a very 
               reluctant Charlie.

               INT. CAFFEINE - NIGHT

               Charlie's friends are sitting at a table talking. They are a 
               relaxed and friendly group. Charlie and Leopold approach.

                                     ALL
                              (ad lib greetings)
                         Charlie! Where've you been? etc.

                                     CHARLIE
                         Hi. Uh everyone, this is my friend, 
                         Leo.

                                     BILL
                         Hey.

                                     LEOPOLD
                         Hey.

                                     DENNIS
                         Waz up?

                                     LEOPOLD
                         Waz up?

                                     PATRICE
                         How are ya?

                                     LEOPOLD
                         How are ya?

                                     CHARLIE
                              (after a beat)
                         Leo's staying with us for a while.

               Charlie pulls out a chair for Leopold but Leopold sits next 
               to Patrice instead. Patrice takes out her cigarettes.

                                     LEOPOLD
                         May I?

                                     PATRICE
                         Help yourself.

               Leopold takes a cigarette, lights one for Patrice, then his 
               own.

                                     LEOPOLD
                         Thank you, my dear.

                                     CHARLIE
                              (at a loss)
                         Um?...
                              (all look at Charlie)
                         ...I have nothing to say.

                                     LEOPOLD
                         You did not tell the truth about 
                         Patrice, Charles.

                                     DENNIS AND BILL
                         CHARLES??

                                     CHARLIE
                         What did I tell you, LEO?

                                     LEOPOLD
                         He informed me you were inconceivably 
                         HOT, but I think you're lovely. 
                         Exceptionally lovely.

                                     PATRICE
                         Thank you, Leo.

                                     CHARLIE
                              (to the waitress)
                         Check please.

               INT. SUBWAY - NIGHT

               The subway car is inhabited solely by Leopold, Charlie, and 
               the oldest Ukrainian woman in New York City. Despite the 
               fact that the train is empty, they are all seated on the 
               same bench.

               Charlie stares straight ahead refusing to even look at 
               Leopold. The Ukrainian woman hangs on every word.

                                     CHARLIE
                         Just drop it Leopold.

                                     LEOPOLD
                         But Charles, it is so ridiculous. I 
                         am not interested in her.

                                     CHARLIE
                         Hah!

                                     LEOPOLD
                         In any case the problem is not with 
                         me but with you.
                              (quietly)
                         You have no idea what it takes to go 
                         about courting a woman. From what 
                         I've witnessed tonight, it is 
                         symptomatic of your entire generation.

                                     CHARLIE
                              (almost speechless)
                         You are some piece of work, Leopold.

                                     LEOPOLD
                         Now I do not wish to get personal...

               Charlie bursts into ironic laughter and looks at the old 
               woman. She rolls her eyes.

                                     LEOPOLD
                         But you have been of great assistance 
                         to me and I feel this is one area 
                         where I can be of some real help.

                                     CHARLIE
                         I'm fascinated. Go on.

                                     LEOPOLD
                         Now, why was I successful with this 
                         young lady and why did you so 
                         miserably fail?

                                     CHARLIE
                         What makes you think she likes you?

                                     LEOPOLD
                         Well she gave me the number of her 
                         telephone and I assumed it meant...

                                     CHARLIE
                         Go on.

                                     LEOPOLD
                         As I see it, the girl hasn't an 
                         inkling of your intentions. And it's 
                         no wonder. You, Charles, are a Merry 
                         Andrew.

                                     CHARLIE
                         A what?

                                     LEOPOLD
                         A Merry Andrew.

                                     CHARLIE
                         I am not!!

                                     LEOPOLD
                         Everything plays like a farce to 
                         you. The more wit, the less courage. 
                         I believe the modern woman desires 
                         passion, protection, sensitivity. No 
                         woman wants to be romanced by a 
                         buffoon.
                              (the old woman shakes 
                              her head)
                         Banter and repartee are fine but you 
                         must add to that a different sort of 
                         playfulness.

                                     CHARLIE
                         You think I should pounce?

                                     LEOPOLD
                         I'm saying you must treat her with 
                         respect. Any oaf can attempt a crude 
                         pass. A woman of Kate's stature would 
                         never respond to an artificial tactic.

                                     CHARLIE
                         Kate?

                                     LEOPOLD
                         What?

                                     CHARLIE
                         You said Kate.

                                     LEOPOLD
                         I did not.

                                     CHARLIE
                         Yes you did. Didn't he say Kate?

               The old woman nods.

                                     LEOPOLD
                         We are discussing your problem.

                                     CHARLIE
                         Not anymore. You like my sister.

                                     LEOPOLD
                         Charles...

                                     CHARLIE
                         She has trouble with men, you know.

                                     LEOPOLD
                         Perhaps she has not met the right 
                         one.

                                     CHARLIE
                         She has met the right one. HUNDREDS 
                         of times. But she pulls back. She 
                         cuts herself off. You turn around 
                         and suddenly you're dating a Sphinx.

                                     LEOPOLD
                         One never can tell.

                                     CHARLIE
                         Does Kate know how you feel?

                                     LEOPOLD
                         No...

                                     CHARLIE
                         Have you made your intentions known 
                         to her?

                                     LEOPOLD
                         No...

                                     CHARLIE
                         Who's the Merry Andrew now?! I think 
                         you're all talk and no action. What 
                         are you waiting for?

                                     LEOPOLD
                         I do not know if there is a future 
                         in it.

                                     CHARLIE
                         Well Leopold, no one ever does...

                                                                    CUT TO:

               INT. LEOPOLD'S BEDROOM - NIGHT

               Kate enters with an arm load of Leopold's discarded clothes. 
               She drops them on his bed and begins to hang them in his 
               closet.

               A notebook falls from his pants pocket. She puts it on the 
               bureau. A beat. She quickly picks it up, sits on the edge of 
               the bed and starts to read.

                                     KATE
                              (reading out loud)
                         Royal family -- Uncouth. Making Out -- 
                         slow soulful kissing... Woman as 
                         equals??

               She flips a page.

                                     KATE
                         Who drove the Chevy to the levy and 
                         why was it dry?

               Kate smiles. She flips the page.

                                     KATE
                         Eyes shine when she talks about... 
                         science. Raises her voice when she 
                         knows she's wrong. BOSSY, BOSSY, 
                         BOSSY. Lose my train of thought when 
                         I see her smile. Most beautiful when 
                         she's angry. Honorable heart... 
                         Peasant feet.

               The front door is heard slamming. Kate, alarmed, stuffs the 
               notebook back in Leopold's pocket. She races to the door; 
               glances back at the notebook, turns off the light and scurries 
               from the room.

               INT. HALLWAY - LATER THAT NIGHT

               The corridor is darkly lit. Kate leaves the bathroom as 
               Leopold enters. They collide and separate but remain close 
               together. Both are dressed in pajamas and speak softly.

                                     KATE
                         Ooops. Bread and butter.

                                     LEOPOLD
                         What's that?

                                     KATE
                         Bread and butter. It's an old 
                         saying... Well not to you I guess. 
                         You say it when you pass someone in 
                         a cramped space. As close as bread 
                         and butter.

                                     LEOPOLD
                         I see.

                                     KATE
                         So. Did you have a good time last 
                         night?

                                     LEOPOLD
                         It was very interesting.

                                     KATE
                         Did you find that person of quality?

               Leopold looks at her a moment.

                                     LEOPOLD
                         Yes. I did.

                                     KATE
                         Well... fine.
                              (there is a pause)
                         I guess it's time to turn in.

                                     LEOPOLD
                         Yes.

                                     KATE
                         Goodnight.

               She reaches her door. Leopold stops her.

                                     LEOPOLD
                         Kate?

               She turns. Leopold grasps for the words but the habit of 
               inaction returns.

                                     LEOPOLD
                         Goodnight.
                              (he slowly closes the 
                              door)

               INT. PATRICE'S APARTMENT BUILDING - DAY

               Charlie stands at Patrice's door with a large painting. He 
               looks over at Leopold hiding the next doorway over. Charlie 
               knocks. She opens the door.

                                     CHARLIE
                         Hi. I brought you some flowers.

               He hands her the flower filled painting.

                                     PATRICE
                         Charlie!

                                     CHARLIE
                         Miss Wochuchowski? I was wondering 
                         if you would do me the great honor 
                         of accompanying me to the cinema 
                         tonight. And allowing me the privilege 
                         of escorting you to dinner afterwards.

               Patrice shyly studies the painting.

                                     PATRICE
                         It's beautiful.

               Charlie quickly looks at Leopold pleadingly. He really does 
               not want to say this next part. Leopold, however, is adamant.

                                     CHARLIE
                              (deadpan)
                         Gracing me with your conversation 
                         and company would mean the world to 
                         me.

               There is a long pause. Patrice watches Charlie in disbelief.

                                     PATRICE
                         Um... 7:00?

                                     CHARLIE
                         7:00 is fine. I'll call for you then.

               They smile at each other for a long moment.

                                     LEOPOLD
                              (silently mouthing)
                         Goodbye.

                                     CHARLIE
                         Goodbye.
                              (she closes the door)
                         It worked!

                                     LEOPOLD
                         Of course it did.

                                     CHARLIE
                         Leopold, I... I'm... I have no idea 
                         what to do next!

                                     LEOPOLD
                         Charles. Leave everything to me.

                                     CHARLIE
                         Not so fast, buddy. You're next.

               INT. LIVING ROOM - DAY

               Kate is by the bookshelf gathering reference books on time 
               and space. Leopold enters. He is suddenly embarrassed and 
               doesn't know how to proceed.

                                     LEOPOLD
                         Good morning.

                                     KATE
                         Good morning. You're up early.

               She moves to her computer on the other side of the room. 
               Leopold follows. Before she can sit down, Leopold pulls out 
               her chair. She falls to the ground. He rushes to her side 
               immediately.

                                     LEOPOLD
                         I'm terribly sorry!!

                                     KATE
                         Happens all the time...

               She opens a reference book and slowly begins typing at her 
               computer. There is a pause.

                                     LEOPOLD
                         Dr. Coles?... ah, Kate? I was 
                         wondering...

               She stops working and looks at Leopold.

                                     LEOPOLD
                         What it is you're working on.

                                     KATE
                         Oh. It's my computer.

               She resumes her work.

                                     LEOPOLD
                         I see. Actually I meant the work 
                         itself.

                                     KATE
                         I'm researching the correlations 
                         between your time and the present.

               Leopold stares blankly.

                                     KATE
                         I'm TRYING to get you home, Leopold.

                                     LEOPOLD
                         Oh.

               Charlie peaks in, signaling Leopold, spurring him on.

                                     LEOPOLD
                         I have never seen a woman work as 
                         diligently and extensively before.

                                     KATE
                         It's made me the man I am today.

                                     LEOPOLD
                         It's quite a beautiful day, have you 
                         noticed? Perhaps you would permit 
                         yourself some time off and grant me 
                         the privilege of escorting you around 
                         the city this fine Spring afternoon.

                                     KATE
                         Oh, I'd love to but I can't. I've 
                         got too much work to do. Ask Charlie 
                         though. He'll go with you.

                                     LEOPOLD
                         I'm afraid it really wouldn't be the 
                         same. It is YOUR company I am seeking.

               Surprised, Kate turns around and looks at Leopold.

                                     KATE
                              (gently)
                         Oh, Leopold. I'm so sorry. I can't.

                                     LEOPOLD
                         I see. Some other time then.

                                     KATE
                         Yes... Thank you.

               Leopold sits at the far end of the room. Kate takes a moment 
               then resumes typing. She STOPS and sits back in her chair. 
               After a long moment, she subtly unplugs the computer with 
               her foot and starts banging on the top of it.

                                     KATE
                         Oh for crying out loud. Would you 
                         look at this? Leopold? The computer's 
                         on the blink again.
                              (she bangs harder)
                         Cheap piece of equipment. I can't...

                                     LEOPOLD
                         Maybe if you...

                                     KATE
                         NO, no, it does this all the time. 
                         Just have to wait it out.

                                     LEOPOLD
                         I see.

                                     KATE
                         Darn.

                                     LEOPOLD
                         ...Perhaps it is a sign?

                                     KATE
                         Oh, you think?
                              (she smiles at Leopold)

               EXT. CENTRAL PARK - DAY

               Leopold trots his horse expertly along the horse path. Kate 
               follows, clutching the horses neck, bouncing like a clown.

                                     KATE
                         I... I must have gotten a funny 
                         horse...

               Leopold turns and rides around Kate.

                                     LEOPOLD
                         Allow me.

               EXT. CENTRAL PARK - DAY

               Bethesda fountain. Boats on Central Park Lake. Couples in 
               Sheeps Meadow.

               Holding the reins of Kate's horse in one hand, Leopold grasps 
               Kate's waist with the other as they ride a single horse 
               through the greenery of Central Park.

               EXT. MOVIE THEATRE - THE THALIA - DAY

               A revival house. On the Marquee: "The Tenuous Duke" starring 
               Ronald Coleman.

               INT. MOVIE THEATER - DAY

               Kate and Leopold eat popcorn, Milk Duds, M & M's, and large 
               drinks. The lights go down and the movie begins.

               The enormity of the medium strikes Leopold at once. He 
               involuntarily leans back in his chair grabbing Kate's 
               shoulder, watching attentively. After a bit:

                                     LEOPOLD
                         Is that supposed to be my hair? Do 
                         you see how they think my hair looks?

               Kate looks over at Leopold and nods. Through his eyes, she 
               too experiences movies for the first time. She moves close 
               to him.

               EXT. N.Y.C. - DAY

               Grammercy Park, The Guggenheim Museum, Central Park Plaza, 
               The Metropolitan Museum.

               EXT. METROPOLITAN MUSEUM - DAY

               Kate and Leopold bound up the steps, entering the museum.

               INT. MUSEUM - DAY

               Modern art exhibit. Leopold stares blankly at an empty white 
               canvas. He turns to Kate questioningly.

                                     KATE
                         That's simplicity in it's purest 
                         form. It speaks volumes in it's 
                         nothingness. Whiteness representing 
                         emptiness. Hopelessness. It's bleak. 
                         Bleak!

               Leopold eyes the painting skeptically. They move to the next 
               object d'art. A toilet.

                                     LEOPOLD
                         Aaand this represents...?

               They burst into giddy laughter.

                                     KATE
                         Absolutely nothing.

               They round the corner, moving to the next room. Leopold's 
               smile fades.

               CLOSE UP: A painting of privileged Victorian society.

               Shaken, he gazes at a painting in a dream-like state.

                                     LEOPOLD
                              (very quietly)
                         I'd almost forgotten how beautiful 
                         it was. Truly. Beautiful.

               Kate smiles sadly at Leopold. They slowly walk out.

               INT. LIVING ROOM - NIGHT

               We hear keys in the lock and laughter outside as Kate and 
               Leopold enter.

                                     LEOPOLD
                              (laughing)
                         M & M's, CBS, FBI.

                                     KATE
                         VIP, VHS, VCR.

               They collapse on the couch.

                                     LEOPOLD
                         Ah, JFK, PDQ, XYZ.

                                     KATE
                         I don't know. K.D. Lang.

                                     LEOPOLD
                         I don't know how you keep up with 
                         it. I'm exhausted.

                                     KATE
                         So am I.

                                     LEOPOLD
                         I'll tell you what. Why don't I 
                         prepare dinner tomorrow night? I 
                         never have before. I mean even before 
                         I hit town. "Hit town" How's that? I 
                         can't imagine what it'll taste like, 
                         but I don't think it will be any 
                         worse than your cooking.

                                     KATE
                         Leopold, I have a date tomorrow night.

                                     LEOPOLD
                         I see.

                                     KATE
                         A blind date.

                                     LEOPOLD
                         Oh, I'm so sorry.

                                     KATE
                         No, that just means I haven't met 
                         him before. It was set up through 
                         friends.

                                     LEOPOLD
                         Ah!

                                     KATE
                         A hazard of single life... I'm turning 
                         in.

               Kate gets up. Leopold automatically stands.

                                     LEOPOLD
                         Another time then.

                                     KATE
                         I'm sorry.

                                     LEOPOLD
                         It's quite all right.

               As she gets to the door, she stops.

                                     KATE
                         Leopold? I had a wonderful time today. 
                         I can't remember the last time I 
                         took the day off and just played. 
                         I'd forgotten how beautiful this 
                         city can be... I want to thank you 
                         for that.

                                     LEOPOLD
                         The pleasure was mine.

               Kate smiles at Leopold and goes out.

               INT. LIVING ROOM - NIGHT

               Charlie, in a tie, is standing with Leopold at the dining 
               room table. Kate wearing too much makeup for her date, runs 
               into the bathroom in a BRIGHT RED DRESS.

                                     CHARLIE
                         It's a very fancy restaurant, Leopold. 
                         Are you sure you can teach me 
                         everything there is to know?

                                     KATE
                              (from the bathroom)
                         Just don't swipe the silverware and 
                         give yourself away.

                                     CHARLIE
                         Nobody's talking to you.

                                     LEOPOLD
                         It is very simple. I will be your 
                         date. Just behave as you normally 
                         would and I'll correct you along the 
                         way. Now, escort me in.

               Charlie and Leopold move across the room. After a beat, 
               Charlie magnanimously gestures for Leopold to go first. 
               Leopold gives his approval. Kate rushes out of the bathroom 
               in a tight BLACK dress.

               Leopold and Charlie elegantly walk to the table. Charlie 
               sits down, pleased. Leopold remains standing, incensed.

                                     CHARLIE
                         Now what?

               Leopold takes a cloth napkin, hits Charlie upside the head. 
               Hard.

                                     LEOPOLD
                         Pull the chair for a lady! Clod.

                                     KATE (V.O.)
                         No name calling.

                                     LEOPOLD
                              (to Kate)
                         Well, really!

               Charlie stands up and pulls out the chair. As Leopold sits, 
               Charlie pushes the chair in to hard.

                                     LEOPOLD
                         You're not shoveling coal into a 
                         furnace, Charles. Glide the chair in 
                         gently. Gently. Try it again.

               Charlie gently glides Leopold to the table. He remains 
               standing, not sure what to do next.

                                     LEOPOLD
                         Well, sit down!

                                     CHARLIE
                         Now don't burst a vein or anything, 
                         but there are quite a few knives and 
                         forks here. How do I know what each 
                         one's for?

                                     LEOPOLD
                         Merely start from the outside and 
                         work your way in.

                                     CHARLIE
                         What kind of beer should I order?

                                     LEOPOLD
                         Beer!

                                     CHARLIE
                         I WAS KIDDING!

                                     KATE
                         How do I look?

               Leopold and Charlie stand. Kate poses in the gown picked out 
               by Leopold. Leopold smiles brightly.

                                     LEOPOLD
                         You look exquisite, Katherine.

                                     KATE
                              (almost sadly)
                         Thank you, Leopold.

               She looks at Leopold not knowing what to say. Finally

                                     CHARLIE
                         This is a tie I'm wearing.

                                     KATE
                         You look very nice, Charlie.

                                     CHARLIE
                         Yes. I know.

               The doorbell rings.

                                     KATE
                         That must be him.

                                     LEOPOLD
                         Your bland date?

                                     KATE
                         Blind date.

                                     CHARLIE
                         Remember to breathe, Kate. And don't 
                         use to many big words. You'll scare 
                         the poor slob away.

                                     KATE
                              (moving to the door)
                         This is always the scary part.
                              (she sings)
                         "Open the door to my, Mystery Date."

               She opens the door and looks straight up. Leopold and Charlie 
               peer in closer to get a better look. In the doorway stands 
               LARRY, great looking, very tall, a winner.

                                     LARRY
                         Hi. Kate?

                                     KATE
                         Larry?

               Kate turns back to the others with a frozen smile.

                                     KATE
                         Well, I'm off.

                                     LEOPOLD
                              (giving Larry the 
                              once over)
                         Kate, may I have a word with you?

                                     KATE
                         Now?

                                     LEOPOLD
                         Yes.
                              (as they cross the 
                              room)
                         I DON'T like the look of him.

                                     KATE
                         What are you talking about?

                                     LEOPOLD
                         Cad. I can spot one a mile away.
                              (he helps her with 
                              her coat)
                         I shall escort you out myself. I 
                         will act as your chaperone.

                                     KATE
                         That isn't necessary. I'll be fine.

                                     LEOPOLD
                         It is no trouble.

                                     KATE
                         Goodnight, Leopold.

                                     LEOPOLD
                         But...

                                     KATE
                         Goodnight.

               She is gone. Leopold stares after her, dejected.

               INT. SPORTS BAR - NIGHT

               Kate and Larry are led to their table. Larry sits down. Kate 
               remains standing.

                                     LARRY
                              (friendly)
                         Sit down.

                                     KATE
                              (sighs)
                         Thank you.
                              (she sits)

                                     LARRY
                         So. How am I doing?

                                     KATE
                         I beg your pardon?

                                     LARRY
                         How am I doing? First date. You 
                         pleased? You disappointed?

                                     KATE
                         Undecided.

                                     LARRY
                         I see.

               He snaps his fingers to get the waiters attention startling 
               Kate. She laughs nervously.

                                     LARRY
                         So. What did Jeannie say about me?

                                     KATE
                         About you? Ah, she said you were 
                         tall.

                                     LARRY
                         6'3.

                                     KATE
                         And nice looking.

                                     LARRY
                         Thank you.

                                     KATE
                         Thank her. And that you persevere 
                         ardently on Wall Street.

                                     LARRY
                         Well, I work there...

                                     KATE
                              (after a beat)
                         That must be very interesting.

                                     LARRY
                              (laughing)
                         You've obviously never worked on 
                         Wall Street.

                                     KATE
                              (laughing along for 
                              the hell of it)
                         No.

               Their laughter subsides. After a beat:

                                     LARRY
                         What else did Jeannie say about me?

               INT. THE FOUR SEASONS - NIGHT

               The Maitre d' of this very fancy restaurant shows Charlie 
               and Patrice to their seats. Charlie motions Patrice to go 
               first just as Leopold has instructed.

               The Maitre de pulls out Patrice's chair. Charlie gives him a 
               look to back off. Charlie effortlessly glides Patrice to the 
               table and takes his seat.

                                     PATRICE
                         Have I told you how much I liked 
                         your painting?

                                     CHARLIE
                              (beaming)
                         Twice.

                                     PATRICE
                         If you get tired of hearing about 
                         it, let me know. I have to admit I 
                         was sort of surprised when you called. 
                         I didn't think you liked me, Charlie.

                                     CHARLIE
                         When I first saw you, I thought...
                              (he makes his jaw 
                              drop down to the 
                              floor)

                                     PATRICE
                         What do you think now?

               Charlie smiles and places her hand over his heart. Then he 
               makes his jaw drop again. Patrice laughs happily.

               INT. SPORTS BAR - NIGHT

               Kate and Larry are eating their dinner.

                                     KATE
                         Aaand that's about all Jeannie said. 
                         What did Jeannie say about me?

                                     LARRY
                              (smiling)
                         She said you were enormously sexy, 
                         had a great body, but you don't put 
                         out.

                                     KATE
                         Quite a compelling portrait.

                                     LARRY
                              (turning on the charm)
                         Would you say it's an accurate 
                         portrait?

                                     KATE
                              (leaning into Larry)
                         A masterpiece.

               INT. LIVING ROOM - NIGHT

               Leopold slowly carries a dinner tray to the dinning room 
               table. He moves to the window and looks out. After a while 
               he pours a glass of wine.

               INT. SPORTS BAR - NIGHT

               As they eat their dinner Larry drones on.

                                     LARRY
                         So this guy wants to invest $50,000 
                         in a stock that's no good. Here's 
                         what I do...

               Kate stares absentmindedly at Larry, her mind somewhere else. 
               She looks down at the fork in her hand. She switches to the 
               proper one, reflecting on Leopold's etiquette. She notices 
               her napkin lying flat on the table. She reaches for it.

               INT. LIVING ROOM - NIGHT

               Leopold unfolds his napkin and puts it on his lap. He begins 
               to eat his dinner. Slowly. Elegantly. Alone.

               INT. SPORTS BAR - NIGHT

               Kate places the napkin on her lap. She stares at it a long 
               while. Finally she looks up at Larry.

               EXTREME CLOSE UP OF LARRY

                                     LARRY
                         I'm telling you the guy was a DICK! 
                         A total ASSHOLE!

                                     KATE
                              (jarred awake)
                         Who?

                                     LARRY
                         Jeff Murray. The guy I've been talking 
                         about. Hello?

                                     KATE
                              (realizing her feelings 
                              for Leopold, smiling 
                              radiantly at Larry)
                         Goodbye.

               Then as she leaves, a parting shot.

                                     KATE
                         Don't get up.

               INT. LIVING ROOM - NIGHT

               Sound of keys in the lock, then Kate bursts through the door.

                                     KATE
                         Leopold?

               The living room is dark and empty. She goes through the living 
               room, past the hallway, into the bedroom.

                                     KATE
                         Leopold?

               His bedroom is empty. He is not there.

                                     KATE
                         Oh, Leopold...

               She runs into Charlie's studio and stops short.

               Next to Charlie's stern paintings, Leopold's portrait of 
               Kate shines in the moonlight. She wears an antique dress. 
               She is lovely. Kate sees herself as Leopold sees her and is 
               touched. She turns and collides head on with Leopold.

                                     KATE
                         Oh!

                                     LEOPOLD
                         Bread and butter.

               He is wearing gloves and an apron. He rubs his bruised head, 
               inadvertently leaving a trail of suds along his face.

                                     LEOPOLD
                         You're back early. Did you enjoy 
                         your date?

                                     KATE
                              (happily)
                         No.

               She moves in close, trying to remove the soap from his face.

                                     KATE
                         Here, you've got some...

               He wipes his face making it much worse.

                                     LEOPOLD
                         Is it gone?

                                     KATE
                              (laughing)
                         No.

               She uses the apron to wipe away the soap. They gaze at each 
               other and become serious.

                                     KATE
                              (softly)
                         A funny thing happened to me on my 
                         bland date this evening, Leopold. I 
                         really can't explain it. This puffed-
                         up, puritanical, blundering, greenhorn 
                         kept popping into my mind all night 
                         long at the most inopportune times. 
                         I couldn't get rid of him.

                                     LEOPOLD
                         How inconsiderate.

                                     KATE
                         Yeah, it was. The harder I tried, 
                         the more persistent he became. He's 
                         conceited and inflated and unseasoned 
                         and it doesn't seem to matter... 
                         He's 134 years old but I can't get 
                         him out of my head.

                                     LEOPOLD
                         Is he there right now?

                                     KATE
                         Right here. Larger than life.

                                     LEOPOLD
                         I'll protect you...

               They kiss. A long romantic passionate kiss.

                                     LEOPOLD
                         Dr. Coles, would you grant me license 
                         to dine with you tomorrow evening at 
                         eight o'clock?

                                     KATE
                         Permission granted.

                                     LEOPOLD
                         Until tomorrow, then.

               They separate. A beat. Leopold gestures for Kate to go first. 
               They head down the hallway together into their separate rooms.

               INT. LIVING ROOM - NIGHT

               The table clock chimes eight times. Leopold enters from the 
               kitchen dressed perfectly in the most UP TO DATE style. He 
               carries a casserole dish.

               A second later Kate enters from the hallway. She is wearing 
               an OLD FASHIONED, ANTIQUE DRESS. She looks lovely.

                                     LEOPOLD
                              (a little startled)
                         You look beautiful.

                                     KATE
                         YOU do. What have you got there?

               Leopold opens the casserole dish.

                                     KATE
                         Hamburger Helper!

                                     LEOPOLD
                         I know you like it.

               Kate smiles. She looks behind him into the kitchen. A COLOSSAL 
               MESS. Leopold lights the candles and pulls out her chair. 
               This time she's prepared. He slides her chair to the table.

               INT. LIVING ROOM, LATER THAT NIGHT

               The candles have burned down, casting a romantic glow 
               throughout the apartment. Louis Armstrong's "What a Wonderful 
               World" plays. Kate and Leopold sit on the couch sipping wine.

                                     LEOPOLD
                         Tell me more.

                                     KATE
                         Um, where was I? So after my father 
                         died I had to go to work.

                                     LEOPOLD
                         Have you had many jobs?

                                     KATE
                         Many. I got fired from all of them. 
                         I'm the most unskilled person I know. 
                         But they were just survival jobs 
                         while I was still in school. I always 
                         knew I wanted to go into science 
                         like my father. And I did.

                                     LEOPOLD
                         Do you miss him?

                                     KATE
                         I think about him every day. He was 
                         courtly, just like you.

                                     LEOPOLD
                         I think you are a remarkable woman 
                         Katherine Coles.

                                     KATE
                         You just don't get out much. You'd 
                         be surprised how remarkable I'm not.

                                     LEOPOLD
                         No, it is you who would be surprised.

               They kiss. Anxiously they stare into each other's eyes. They 
               kiss again. Slowly, Kate leads him to her bedroom door. They 
               look at each other, deciding.

               Deliberately, cautiously, Kate opens the door.

                                     LEOPOLD
                         Kate...

               Kate puts her fingers over Leopold's lips. Gently she leads 
               him inside. They slowly embrace as the door closes.

               INT. BEDROOM - THE NEXT MORNING

               Sunlight floods the room. Clothes are scattered about. Two 
               figures lie curled up together sleeping in bed. One of the 
               figures rolls around. The covers are pulled back revealing:

                                     CHARLIE
                         Good morning.

                                     PATRICE
                         Morning.

               They kiss.

                                                                    CUT TO:

               INT. LIVING ROOM - MORNING

               Leopold wearing a bathrobe is pouring coffee. The table is 
               set for a huge breakfast. Kate also in a robe enters from 
               the hallway. There is a moment of awkwardness as they see 
               each other for the first time.

                                     KATE
                         Morning.

                                     LEOPOLD
                         Good morning.

               They kiss shyly. Kate notices the feast.

                                     KATE
                         Look what you've done!

                                     LEOPOLD
                         It's nothing.

                                     KATE
                         Nothing? My own mother never made me 
                         a breakfast like this.

                                     LEOPOLD
                         I will have to have a talk with her.

                                     KATE
                         Leopold...

                                     LEOPOLD
                         Kate...

                                     KATE
                         About last night...

                                     LEOPOLD
                         Please sit down.

               He pulls out a chair for her and kneels beside her.

                                     LEOPOLD
                         Kate, I had never before been a 
                         considerate man. I had, with 
                         astonishing complacency, squandered 
                         my life, waiting for some incentive 
                         to force me into action. You have 
                         made me see how rare our time here 
                         really is. I am most beholden to you 
                         Kate. And always will be.

                                     KATE
                         I sense the word "BUT" entering into 
                         this any minute now.

               Leopold takes her hands in his. She looks at him defensively, 
               bracing for worst.

                                     LEOPOLD
                         Do me the honor Katherine, of becoming 
                         my wife.

               Kate lets out a very girlish, high pitched scream

                                     LEOPOLD
                         Shall I take that as a "yes"?

                                     KATE
                         Leopold! Did you just ask me to marry 
                         you?

                                     LEOPOLD
                         I love you, Kate.

                                     KATE
                         That's entirely beside the point... 
                         You're moving way too fast here. 
                         Shouldn't we date first? I mean it's 
                         obvious the first one went well...

                                     LEOPOLD
                         Where I come from that's pretty much 
                         the way it works.

                                     KATE
                         Leopold, even though last night we... 
                         loved each other, that doesn't mean 
                         this morning we're engaged. It just 
                         doesn't work that way now.

                                     LEOPOLD
                              (taking a ring off 
                              his fingers and 
                              placing it on hers)
                         I have loved you since I first set 
                         eyes on you. I cannot imagine my 
                         life without you beside me. I want 
                         to marry you, Kate and make an honest 
                         woman of you.

                                     KATE
                         Oh Leopold, sit down.

               They switch places. Leopold sits and Kate kneels beside him.

                                     KATE
                         Relationships these days are much 
                         more complicated than that. Women 
                         today have certain freedoms that men 
                         have been taking advantage of for 
                         centuries. You must have been aware 
                         of that. If you think about it 
                         clearly, it should be obvious to you 
                         that marriage between us is out of 
                         the question.

                                     LEOPOLD
                         Do you not love me Kate?

                                     KATE
                              (almost inaudible)
                         Don't ever think that...

                                     LEOPOLD
                         Then consider my proposal.

                                     KATE
                         I'll think it over but I can tell 
                         you now the answer is...

               He kisses her. It's impressive.

                                     KATE
                              (out of breath)
                         Possibly.

                                     LEOPOLD
                              (a knowing smile)
                         I need you beside me. I will not 
                         give up easily.

                                     KATE
                              (smiling)
                         Do what you have to do...

               Charlie enters. Kate and Leopold become extremely 
               selfconscious.

                                     CHARLIE
                         Morning.

                                     LEOPOLD AND KATE
                              (too casual and too 
                              chipper)
                         Morning!

               Charlie is immediately aware that something is not quite 
               right. He studies the two of them and nonchalant sits at the 
               table. Kate and Leopold serve themselves breakfast.

                                     LEOPOLD
                              (to Kate)
                         Coffee?

               Kate nods. As Leopold pours, they look at each other shyly.

                                     CHARLIE
                              (after a pause)
                         I would like some coffee.

                                     KATE
                         Of course. Say when.

               She pours Charlie's coffee until it overflows.

                                     CHARLIE
                              (deadpan)
                         When.

                                     KATE
                         Sorry.

               As Kate wipes up the table, Charlie notices her ring. He 
               eyes Leopold suspiciously. Leopold concentrates on his plate.

               Charlie gives Kate a questioning glance. She smiles at him, 
               looking both innocent and guilty at the same time. After a 
               beat:

                                     CHARLIE
                         Uh huh.

               All smile privately and sip their coffee without another 
               word.

                                                                    CUT TO:

               INT. LAB - NIGHT

               Buried behind open books and crumpled up paper, Kate labors 
               in earnest.

               She stops suddenly, almost violently, and studies the notes 
               in front of her. The coffee cup falls from her hand and 
               breaks.

                                     DR. KAY
                              (calling from her 
                              office)
                         Kate, are you all right?

                                     KATE
                         Fine! I'm fine.

               She covers her papers and self consciously cleans up her 
               mess. She sits down slowly and peeks at her notes. She has 
               SOLVED THE PUZZLE that will send Leopold back.

               She looks up in disbelief and glances through her window 
               around the lab. Everyone is hard at work. Helplessly, she 
               stares back at the paper on her desk.

               She pulls open her drawer and takes out the picture of 
               Carlson. She stares at it for a long time. She opens her 
               mouth to call for the others, stops, and looks at the photo.

               Slowly, with great indecision, Kate crumples up the paper. 
               She returns the picture to the drawer. After a long moment, 
               she opens a book, feigning research, her mind a million miles 
               away.

               INT. KATE'S BEDROOM - NIGHT

               Leopold and Kate sit on her bed watching David Lettering. 
               Kate clutches her pillow close to her. She looks over at 
               Leopold concentrating on the TV with furrowed brow. She smiles 
               sadly. She takes her pillow and flings it off her bed. She 
               snuggles up to Leopold. They watch TV. Together.

               EXT. N.Y.C. - DAY

               Central Park in full bloom, Botanical Gardens, The Frock 
               Museum.

               INT. RESTAURANT - DAY

               Leopold and Kate eat lunch. Leopold scans a newspaper. On 
               the TV over the bar, Bob Dole is speaking out against gun 
               control.

                                     LEOPOLD
                         Public office is apparently still 
                         the last refuge for the incompetent. 
                         Show me a man who does not want his 
                         gun registered and I'll show you a 
                         man who should not own a gun. What 
                         is a pee-pee girl?

                                     KATE
                         What are you reading?

                                     LEOPOLD
                         The Village Voice. After much 
                         consideration, I have decided it is 
                         time I join the work force.

                                     KATE
                         As a pee-pee girl?

                                     LEOPOLD
                         Perhaps not that, but I am determined 
                         to acquire honest employment.

                                     KATE
                         Leopold, I don't know if that's such 
                         a good idea.

                                     LEOPOLD
                         Kate, my life back home was beneficial 
                         to no one. I want my new life to 
                         have value. I won't make the same 
                         mistakes twice.

                                     KATE
                         You have to be patient.

                                     LEOPOLD
                         I could conceivably wait my whole 
                         life away.

                                     KATE
                         You're awfully cute when you get 
                         causey.

                                     LEOPOLD
                         I will not waste any more time. I 
                         must make a difference.

               INT. BLOOMINGDALES - DAY

               Customers fill the aisles. In the center of it all, Leopold 
               is hard at work. He holds a bottle of perfume.

                                     LEOPOLD
                         Try our fragrance? Would you like to 
                         try our new fragrance today?

                                     RICH CUSTOMER
                         What is it?

                                     LEOPOLD
                         It is called, POISON.

               He squirts some at her.

                                     RICH CUSTOMER
                         Oh! I don't think so. Have you got 
                         PASSION?

                                     LEOPOLD
                         I beg your pardon?

                                     RICH CUSTOMER
                         Elizabeth Taylor's Passion?

                                     LEOPOLD
                         Next aisle over.

               She leaves. Leopold looks after her.

                                     LEOPOLD
                              (after a beat)
                         Give your mother-in-law what she 
                         really deserves this season. Give 
                         her some POISON.

               INT. KATE'S LABORATORY OFFICE - MORNING

               The doctors enter Kate's office and closes the door.

                                     KATE
                         Hi.
                              (the doctors remain 
                              silent)
                         What's the matter?

               There is a long pause. Slowly Kate realizes the doctors are 
               on to her. She puts down her pen.

                                     KATE
                         So you know.

                                     DR. KAU
                         We had to go through your computer 
                         to access information. Your 
                         calculations have been verified and 
                         the final course has been set. Leopold 
                         goes back a week from Friday 1:17 
                         a.m.

                                     DR. PLODDER
                         How long were you going to keep it a 
                         secret, Kate?

                                     DR. DRAKE
                         Were you even going to tell us at 
                         all?

                                     KATE
                         I'm not sure.

                                     DR. PLODDER
                         Not sure? What can you be thinking? 
                         You can't alter the course of history 
                         and assume everything will be okay. 
                         It won't be. He has his own destiny 
                         to fulfill in his own time.

                                     KATE
                              (quietly)
                         You don't understand.

                                     DR. DRAKE
                              (gently)
                         He's going back, Kate.

                                     DR. PLODDER
                         It's over.

               Kate nods. The doctors slowly leave the room and close the 
               door. Just the sound of the clock ticking.

               Kate sits at her desk very still.

                                     KATE
                         No... No, no, no.

               INT. KATE'S BEDROOM - EARLY EVENING

               Charlie knocks and enters.

                                     CHARLIE
                         There you are. I've only been 
                         hollering for the last...

               He sees her face. Kate's eyes are red and swollen. She lays 
               out Leopold's belongings.

                                     CHARLIE
                         Kate? What is it? What happened?

                                     KATE
                              (very detached)
                         It's time. Leopold's going back.

                                     CHARLIE
                         Kate...

                                     KATE
                         Yup. I'll get his things together. 
                         Tell him tonight.

               He goes to her.

                                     CHARLIE
                         Are you all right?

                                     KATE
                              (pulling away)
                         I'm fine.

                                     CHARLIE
                         You don't look so fine.

                                     KATE
                         Well I am. It was wonderful having 
                         him here, Charlie. He was of 
                         invaluable assistance to the project.
                              (she shrugs)
                         I'll miss him.

                                     CHARLIE
                         You'll miss him?

                                     KATE
                         I will.

                                     CHARLIE
                         Goddamnit Kate, you love the guy!

               Kate remains silent.

                                     CHARLIE
                         Kate, don't do this. Please. It's 
                         not right.

                                     KATE
                         What am I supposed to DO, Charlie?? 
                         I can't go back. He can't stay. I 
                         can't let him go. I'm not equipped 
                         to deal with this, Charlie. I don't 
                         know how.

                                     CHARLIE
                         Listen to me, Kate. Don't! Don't be 
                         the ice princess.

                                     KATE
                              (beginning to tear up)
                         I'm not!

                                     CHARLIE
                         You are. You can't live your whole 
                         life under a microscope. You've got 
                         to tell him how you feel.

                                     KATE
                              (breaking down in his 
                              arms)
                         It's too much, Charlie. It's just 
                         too much.

                                     CHARLIE
                         You owe it to him.

                                     KATE
                         I didn't know I could feel like this. 
                         I really didn't know.

               INT. FANCY FRENCH RESTAURANT - NIGHT

                                     LEOPOLD
                         So I looked him right in the eye and 
                         said, 'Ego is nature's compensation 
                         for mediocrity.' I turned and I 
                         walked. He never said a word... He 
                         probably didn't understand it... 
                         Kate?

                                     KATE
                              (cold)
                         What?

                                     LEOPOLD
                         Are you all right? You're awfully 
                         quiet.

                                     KATE
                         I'm fine.

                                     LEOPOLD
                         How was your day?

                                     KATE
                              (taking a long pause)
                         It's time.

               Leopold looks at her.

                                     KATE
                         We're sending you back.

                                     LEOPOLD
                              (slowly pushing his 
                              plate away)
                         When?

                                     KATE
                         A week from Friday, early morning.

                                     LEOPOLD
                         No!

                                     KATE
                         It was a mistake, Leopold. It's out 
                         of our hands. We can't POCKET people 
                         from history like stolen jewels. We 
                         haven't the right... I'm sorry. We'll 
                         miss you.

                                     LEOPOLD
                         Is that all?

                                     KATE
                         What do you want me to do, fall apart? 
                         You'd still be leaving. It wouldn't 
                         solve anything.

                                     LEOPOLD
                         Who is this woman sitting across 
                         from me?

                                     KATE
                         What do you want me to say, Leopold?

                                     LEOPOLD
                         Tell me that you love me as I love 
                         you. Let me hear you say it.

               Kate remains silent. Leopold abruptly throws money on the 
               table.

                                     LEOPOLD
                         I will not do this. I'm sorry.

               We starts out.

                                     KATE
                         Leopold!

               EXT. STREET - NIGHT

               Leopold walks out of the restaurant trying to remain calm. 
               His emotions get the best of him. Finally, exhausted, he 
               winds up walking along Central Park South.

               Hansom Carriages wait to be taken out. He approaches slowly. 
               He stops along side one of the cabs and strokes the horse's 
               head.

               He looks at the horse for a long time. Then he looks at the 
               skyscrapers surrounding him, deciding what to do. He lays 
               his face against the horse's head, torn.

                                                                    CUT TO:

               INT. LIVING ROOM - EARLY MORNING

               Kate sits at the dinning room table behind empty Sara Lee 
               boxes, pints of ice cream, beer bottles, and is working her 
               way through the cookie dough. Leopold enters through the 
               front door, DISHEVELED.

                                     LEOPOLD
                         Good God. Look at you. You look awful.

                                     KATE
                         You should see what I'm looking at.

                                     LEOPOLD
                         I went back to the restaurant. They 
                         told me you went out looking for me 
                         right after I left.

                                     KATE
                         That was pound cakes ago. Where were 
                         you?

                                     LEOPOLD
                         I had a lot to think over.

                                     KATE
                         Such as?

                                     LEOPOLD
                         Just where I stand around here.

               There is a long pause.

                                     KATE
                              (quietly)
                         We should have come up with something 
                         together. I might have been spared 
                         ten or seventy pounds.

                                     LEOPOLD
                         Is that an apology?

                                     KATE
                         I'm sorry for what I said.

               Leopold goes to her. He gently prys cookie dough from her 
               hands.

                                     LEOPOLD
                         I'm not going anywhere.

                                     KATE
                         Yes you are...

                                     LEOPOLD
                         I'm not going. I'm staying here with 
                         you.

                                     KATE
                         But? You can't! We have no right 
                         to...

                                     LEOPOLD
                         It is my destiny. It is my decision.

                                     KATE
                         Have you thought about what you'd be 
                         sacrificing? Your influence? Your 
                         authority?

               They kiss.

                                     KATE
                         Your family, your whole way of life, 
                         everything?

               They kiss.

                                     KATE
                         You're not just feeling sorry for me 
                         because I ate the contents of the 
                         refrigerator, are you?

               They kiss.

                                     LEOPOLD
                         I love you, Kate. The single most 
                         miraculous event in my life was not 
                         how I arrived here, but that when I 
                         did, I found you.

                                     KATE
                              (overwhelmed)
                         Here comes the mushy part!

                                     LEOPOLD
                         After much consideration I've come 
                         to the conclusion I no longer desire 
                         a large estate with a full staff and 
                         ornate grounds.

                                     KATE
                         That's good, because if you're staying 
                         I'll probably get fired again. What 
                         do you desire?

                                     LEOPOLD
                         A beautiful wife, a small home in 
                         the middle of nowhere, lots of 
                         children, and fine schools with PMS 
                         meetings every other Sunday.

                                     KATE
                         ...PTA?

                                     LEOPOLD
                         PTA.

                                     KATE
                         I love you too. I do, Leopold. I 
                         love you, too.

               They kiss.

               INT. LABORATORY - DAY

               Leopold and Kate sit calm and resolute. The doctors are in 
               an uproar.

                                     DR. PLODDER
                         This is outrageous! I won't allow 
                         it!

                                     LEOPOLD
                         The decision is not yours to make.

                                     DR. PLODDER
                         Do you realize what you're saying? 
                         You're tampering with fate, 
                         preordinance, and God himself.

                                     LEOPOLD
                         We do that every day, doctor. It is 
                         called CHOICE.

                                     DR. KAU
                         Dr. Carlson is still over there. You 
                         can't simply abandon her. We have to 
                         get her back.

                                     KATE
                         Do you think I'm not aware of that? 
                         Do you think a minute goes by that I 
                         don't feel responsible for her? But 
                         SOMEONE ELSE CAN GO.

                                     DR. KAU
                         Only one person can return. The 
                         capsule accommodates only one person. 
                         Leopold has to find her.

                                     LEOPOLD
                         Perhaps she does not wish to return. 
                         Perhaps she's found greater happiness 
                         in her new life. It happened to me.

                                     KATE
                         Maybe this is her destiny. Maybe 
                         she's of more important use back 
                         there.

                                     DR. KAU
                         Julia Carlson died in the Center 
                         Factory fire of 1897, two years after 
                         she arrived. She was 37 years old.

               There is a stunned silence.

                                     DR. DRAKE
                         Dear lord.

                                     DR. KAU
                         She was a friend, Kate. She was never 
                         expected to sacrifice her life for 
                         this experiment. I won't be a party 
                         to it. I know what I'm asking... 
                         There's no way we can force you to 
                         go. Just think it over.

               INT. BEDROOM - 2:30 A.M.

               A clock is ticking loudly. Kate and Leopold lie back to back.

                                     KATE
                         You're going back aren't you?

                                     LEOPOLD
                         I keep seeing that poor woman's face. 
                         She was terrified.

                                     KATE
                         You said you wouldn't leave me... 
                         I've never been lucky. Not one time.

                                     LEOPOLD
                         Six months ago I wouldn't have given 
                         it another thought. I wouldn't have 
                         lost a moment's sleep. You've changed 
                         me, Kate. There is no turning back.

                                     KATE
                         I wouldn't WANT you to change. That's 
                         what's tearing me up inside. Either 
                         way I lose... You've changed me too. 
                         I can't go back to my old life 
                         anymore. I can't live like that again. 
                         God my heart is pounding like a drum. 
                         I've never been so scared in my life. 
                         Take me with you, Leopold. God. Take 
                         me with you.

                                     LEOPOLD
                         You don't realize what you're saying! 
                         You don't understand the kind of 
                         life you'd lead. What you'd be giving 
                         up.

                                     KATE
                         I'd be with you.

                                     LEOPOLD
                         I can't ask that of you.

                                     KATE
                         Just ask me... Just ask.

                                     LEOPOLD
                         Come back with me.

               She slowly turns. She embraces him.

                                     KATE
                         Yes!

               EXT. N.Y.C. STREET - NIGHT

               Dressed to the nines, Leopold leads a blindfolded Kate through 
               the street. She is clumsier than usual.

                                     KATE
                         Where are you taking me?

                                     LEOPOLD
                         This is something I've wanted to do 
                         for a long time.

               She takes off her blindfold and looks up at the sign: 
               ROSELAND.

                                     KATE
                         Leopold?

                                     LEOPOLD
                         This will be very therapeutic.

               He takes her arm and escorts her in.

               INT. ROSELAND - NIGHT

               Leopold leads Kate to the dance floor. He opens his arms and 
               Kate steps in the way she was taught in class. Leopold pulls 
               her close.

               This time there is no pretending. Partnered together, they 
               shine. They move beautifully, effortlessly. It's almost more 
               than they can bear. As the music plays, they stop. Leopold 
               holds Kate tightly. They look at each other for the longest 
               time.

                                                                    CUT TO:

               INT. LABORATORY - EARLY MORNING

               Large screen computers are working overtime. Kate, Leopold, 
               and Charlie accompany the doctors to the capsule. It is nearly 
               time.

                                     DR. DRAKE
                         The time tables have been set. Just 
                         strap yourself in and you'll be fine.

                                     DR. PLODDER
                         You have only a twenty four hour 
                         leeway before the machine is set to 
                         return to us. You must find Carlson 
                         within that time frame and get her 
                         on board or there will be little 
                         chance of her finding a way back.

                                     LEOPOLD
                         I understand.

                                     DR. DRAKE
                         It's been a real pleasure. You have 
                         a much nicer smile than Ronald 
                         Coleman.

                                     LEOPOLD
                         The privilege was mine.

                                     DR. KAU
                         Goodbye Leopold, and thank you.
                              (she gives him a kiss)

                                     LEOPOLD
                         Oh, my.

                                     DR. KAU
                         Don't worry. We'll send Kate to you... 
                         as soon as possible. I'll see to it 
                         myself.

                                     LEOPOLD
                         See that you do.

                                     DR. KAU
                         You have my word on it.

               The doctors leave.

                                     DR. DRAKE
                         Four minutes and counting.

                                     CHARLIE
                         Well? I'll make this quick. Goodbye.

               He sticks out his hand.

                                     LEOPOLD
                         Goodbye.
                              (impulsively Leopold 
                              embraces Charlie)
                         I shall miss you Charles, more than 
                         you know.

                                     CHARLIE
                         I'll miss you too, Leopold... You're 
                         the only one who knows how to program 
                         the VCR... Take care of my sister.

                                     LEOPOLD
                         I will.

                                     CARLSON
                         You better. Take care of yourself 
                         too while you're at it... So long.

                                     KATE
                         I don't have any words for this.

                                     LEOPOLD
                         I will see you soon.

                                     KATE
                         I know.

                                     LEOPOLD
                         You'll be with me all the time.

                                     KATE
                         I know. I brought you something.

               She takes out a ring and slips it on his finger.

                                     KATE
                         So you wouldn't forget me.

                                     LEOPOLD
                         Kate...

                                     KATE
                         So you wouldn't think this was all a 
                         dream.

               They kiss.

                                     KATE
                         Don't forget about me.

                                     LEOPOLD
                         I love you, Kate.

                                     KATE
                         Wait for me.

                                     LEOPOLD
                         For as long as it takes.

                                     KATE
                         I will come back to you! I will!

                                     LEOPOLD
                         I'll be waiting.

               They kiss again for the last time.

                                     DR. DRAKE
                         It's time Leopold.

               Leopold holds Kate's face in his hands. Very slowly they 
               part.

               Leopold takes his place in the machine and straps himself 
               in. He places one hand on the red lever and the other against 
               the glass pane on the door. Kate comes over and places her 
               hand over his. Wordlessly, they say goodbye.

               After a moment, Dr. Kau gently moves Kate away. Dr. Plodder 
               silently raises his arm, signaling Leopold.

                                     DR. PLODDER
                         9 8 7 6 5 4...

               Leopold shifts in his seat, his eyes never leaving Kate's, 
               his hand still against the glass.

               Kate smiles tenderly at Leopold.

                                     DR. PLODDER
                         3 2 1!

               Dr. Plodder drops his arm signaling Leopold. Leopold pulls 
               the lever, still gazing at Kate. There is a blinding FLASH 
               of light, then darkness.

               INT. LAB - MONTHS LATER

               Kate raises her head. She sits at her desk surrounded by the 
               doctors.

                                     DR. PLODDER
                         I cannot in good conscience let you 
                         go. It's out of the question.

                                     DR. DRAKE
                         I can't be a part of it either Kate. 
                         I'm sorry.

                                     DR. KAU
                         It's too big a risk.

               Kate rises and moves to the window. She is a full NINE MONTHS 
               PREGNANT.

                                     DR. PLODDER
                         We cannot guarantee your child's 
                         safety. It's that simple.

                                     KATE
                         He's waiting for me. I can feel it. 
                         Oh, Leopold...

               She gazes out the window, searching the horizon.

                                                                    CUT TO:

               EXT. A SMALL FARM HOUSE - EVENING

               Down from the horizon, a farm house. LEO COLES, 5 years old, 
               rocks on his front porch swing. Using his bare hands as 
               puppets he carries on a conversation. JULIA CARLSON pulls up 
               in her car.

                                     CARLSON
                         Hi. Does Katherine Coles live here?

                                     LEO
                         Yeah.
                              (yelling inside)
                         MOM??

                                     CARLSON
                         You're Leo aren't you? You don't 
                         remember me but I knew you when you 
                         were yea big.
                              (she holds her hands 
                              an inch apart)

                                     LEO
                         Yeah.

                                     CARLSON
                         I'm Julia. I'm an old friend of your 
                         mothers.

                                     LEO
                              (proudly)
                         We had spaghetti at our house 4 times 
                         this week.

               Kate comes out on the porch. She looks lovely.

                                     KATE
                         Leo you don't have to holler like 
                         that. I'm not deaf...

                                     CARLSON
                         Kate?

                                     KATE
                         ...Carlson?!

               The two women scream, run to each other and embrace.

                                     KATE
                         Carlson, I don't believe it. It's 
                         been... I don't know how many years. 
                         What are you doing here.

                                     CARLSON
                         I came to see you, sweetie.

                                     KATE
                         You remember my son, Leo?

                                     CARLSON
                         We've just been getting acquainted.

                                     KATE
                         Well, come inside. Come inside.

               INT. KATE'S HOUSE - NIGHT

               Kate heads straight for the kitchen. Carlson scans the living 
               room before joining her.

               Although rustic on the outside, the inside of the house is 
               furnished with antiques and is Victorian in style.

                                     KATE
                              (covering her agitation)
                         Would you like some tea? I wish you 
                         had called before you come over. It 
                         would have given me a chance to 
                         straighten up the house... myself... 
                         my life. Tell me what you've been up 
                         to. Catch me up on everyone. I heard 
                         you received some big endowment or 
                         something. I was going to write, 
                         then call, but...

               She picks up the cup and saucer but it shakes so violently 
               she has to put it down.

                                     CARLSON
                         It's all right, Kate. I understand.

               There is a LONG PAUSE. Carlson gets the tea ready. Finally:

                                     CARLSON
                         You'd leave in 9 days. That's not a 
                         lot of time to get your affairs in 
                         order... And I warn you, it's nearly 
                         impossible for an intelligent woman 
                         back there.

               Kate stands by the back door, looking out at Leo.

                                     CARLSON
                         He's a fine boy Kate. Leopold would 
                         be proud. We're aware of your 
                         situation but we felt when the time 
                         came, you deserved the option.

               Kate nods, trembling slightly.

               INT. FARM HOUSE - NIGHT

               Kate stands in the doorway as Carlson drives off.

                                     LEO
                         Who was that lady?

                                     KATE
                         Just an old friend.

                                     LEO
                         What she want?

                                     KATE
                              (she looks at Leo)
                         Nothing important. You brush your 
                         teeth?

               Leo shows off his teeth.

                                     KATE
                         Then give your old mom a hug and go 
                         to bed.
                              (Leo gives her a hug 
                              and a kiss)
                         Good night, cookie.

                                     LEO
                         Good night.

               Kate wraps herself in an old blanket and moves through the 
               house turning off the lights. It is very guiet. All we hear 
               are Kate's footsteps and the sound of the clock ticking.

               She makes her way upstairs, enters her bed room. She sits 
               down by the window at her desk. She sits a long time lost in 
               thought.

               She slowly pulls open a drawer and from deep inside pulls 
               out an old photo album. She opens it and begins to look 
               through.

                                                                    CUT TO:

               THE PHOTO ALBUM

               Inside, old black and white photographs, newspaper clippings, 
               magazine articles trace Leopold throughout his life.

               A photograph of Leopold looking as he did the night he 
               departed this world. He stands stiffly beside his family for 
               a formal portrait. Very discreetly, he points to a ring. It 
               is the same ring Kate gave him.

               A newspaper article shows Leopold donating $100,000 to 
               establish a scientific center researching studies in time 
               and space.

               A magazine picture shows Leopold, the sole male figure, 
               marching to give women the vote.

               A photograph of a large formal wedding. Leopold, around FIFTY, 
               stands alone in the wedding party, surreptitiously pointing 
               to his ring.

               A magazine article shows Leopold in his SIXTIES establishing 
               a scholarship program for studies in physics. He is surrounded 
               by academia and subtly points to his ring.

               A photograph of Leopold around SEVENTY shaking hands with 
               Albert Einstein and smiling broadly for the cameras.

               A professional photograph of Leopold at SEVENTY FIVE, sitting 
               regally in a chair. Beside him, an EMPTY chair. He rests one 
               hand on the back of the chair. The other he holds against 
               his chest, showing off the ring.

               An obituary with the headline, "Philanthropist, 80, dies in 
               bombings.

               A tear falls on the page.

               Kate cries silently, looking out the window. The camera 
               follows her gaze past her property...

                                                                    CUT TO:

               INT. BANQUET ROOM - YEARS LATER

               LEO, 24 and his BRIDE take to the floor for the first time 
               as husband and wife and are greeted with applause. Kate, 
               older, beautiful, hair cut short, looks on in wonder.

               Charlie, standing with Patrice and their 6 blonde children, 
               approaches Kate and leads her to the dance floor.

                                     KATE
                         He's so YOUNG, Charlie.

                                     CHARLIE
                         He's old enough.

                                     KATE
                         Look at that idiotic expression on 
                         his face.

                                     CHARLIE
                         He's happy.

                                     KATE
                         Of course he's happy. All weddings 
                         are happy. It's the living together 
                         afterwards that causes all the 
                         trouble.

               Julia Carlson, under dressed, over anxious, enters the banquet 
               hall. She stands at the back of the large room, searching.

               Couples fill the dance floor. Across the expansive room, 
               over the tops of heads, Charlie and Kate bob amongst the 
               guests. Leo cuts in. As they spin, in the briefest of seconds, 
               Kate spots Carlson. She pales. They TURN.

               Kate peers over Leo's shoulder. Her eyes lock with Julia's. 
               Julia nods with purpose. Kate holds onto Leo tightly, not 
               wanting to let go. She buries her head in his chest.

                                     KATE
                         Oh, you're so young... I love you, 
                         Leo. Always remember that...

               From behind, her shoulders shake as she cries.

                                     LEO
                         Mom, we're only moving to Denver.

                                     KATE
                         I know, cookie. I know.

               INT. CONTROL BOOTH - NIGHT

               From behind a glass partition, Carlson works at her console. 
               A monitor counts away the seconds. 59, 58, 57... In the 
               darkened lab, Kate, dressed in early 1920s attire, straps 
               herself in and smiles tearfully. Their voices echo in the 
               lab.

                                     KATE
                         Well...

                                     CHARLIE
                         I know. Me too.

               They embrace each other for the last time.

                                     KATE
                         What will I do without you, Charlie?

                                     CHARLIE
                              (softly)
                         Live happily ever after.

                                     CARLSON
                              (pushing the intercom 
                              button)
                         Kate, it's time.

                                     LEO
                              (emotionally)
                         Here. It's a letter for my father. 
                         Tell him about me and... um, tell 
                         him I love him. I want him to know 
                         me.

                                     KATE
                         Leo...

                                     LEO
                         Mom, I want you to go.

                                     KATE
                         But...

               He puts his finger to her lips. He looks to his wife then 
               back at Kate. He nods his head.

                                     LEO
                         Go.

               They force themselves to smile, trying to get through the 
               moment.

                                     CARLSON
                         Ready!

               Charlie, Leo and his new bride stand back. Inside the craft, 
               the only light comes from the glowing red lever. Carlson 
               raises her arm, signaling Kate. Then to her staff:

                                     CARLSON
                         9, 8, 7...

               Kate presses her hand against the glass as a final goodbye. 
               She grabs the lever with her other hand and turns away, 
               staring straight ahead. Charlie puts his arm around Leo.

                                     CARLSON
                         3, 2, 1!

               There is a BRIGHT WHITE FLASH. Kate is gone. The others stand 
               there motionless, stunned.

               The screen is BLACK.

               EXT. A LARGE VICTORIAN ESTATE - 1924 - NIGHT

               A FLASH of light illuminates the forest at the Albany estate. 
               A BEAT. Kate races from the forest onto a massive lawn, 
               stumbling in mud as she hurries to the mansion's entrance.

               INT. BALLROOM - NIGHT

               Huge double doors open to reveal -- AN ORNATE BALLROOM. The 
               creme de la creme have gathered and dance. Kate overwhelmed, 
               rushes down an elaborate staircase. Half way down she looses 
               a shoe. She hesitates briefly then continues to the dance 
               floor.

               In the center of the floor, Leopold, looking very 
               distinguished and attractive, dances with a flirtatious young 
               woman. Try as she might, Leopold keeps her at a distance.

                                     FLIRT
                              (brushing his shirt 
                              front)
                         I just love a starched white shirt. 
                         It's so elegant.

                                     LEOPOLD
                         Thank you.

                                     FLIRT
                         Skeeky.

                                     LEOPOLD
                         Yes. You dance like an angel Miss 
                         Beall. You light up the room around 
                         you. I thank you.

                                     FLIRT
                              (with a big smile)
                         Thank YOU.

               The music changes: A LIVELY CHARLESTON. Leopold heaves a 
               sigh of relief and makes his way through the crowd, up the 
               staircase.

               The dancers become an intricate maze, a dead end at every 
               turn as Kate searches each male face.

               In the foreground, Leopold is stopped by a woman midway up 
               the stairs. As they chat, Leopold reaches down and picks up 
               the muddy slipper, offering it to her. She turns in a huff, 
               flouncing down the stairs.

               Simultaneously, in the background, Kate desperately looks 
               for Leopold.

               Leopold studies the slipper as he makes his way up the stairs. 
               He slows down, hesitates and STOPS. Very slowly he turns 
               around. He becomes very still. TEARS well up in his eyes.

               The ballroom clock strikes MIDNIGHT.

               Kate climbs an opposite staircase to get a better view then 
               STOPS. In her heart SHE KNOWS. Slowly she turns. Leopold 
               stands quietly at the bottom of the stairs, gazing up at 
               her. He extends his arm, showing her THE RING. He offers her 
               his hand.

               The crowd, the room, THE WORLD AROUND THEM, DISAPPEAR. Their 
               eyes lock. As she descends the staircase, THE YEARS MELT 
               AWAY. Kate's short hair grows long, cascading around her 
               shoulders. The fine lines around Leopold's face are gone. 
               They see themselves through each other's eyes, at the moment 
               of youth, when they fell in love.

               Leopold bends down, places the slipper on Kate's foot. He 
               rises, looks down at his hands and then up at Kate. His hands 
               are caked with mud. She smiles helplessly. Not caring, he 
               wraps his arms tightly around her.

               MUSIC begins to play, a slow waltz. He nods to her. She takes 
               a deep breath. Her head bobs in rhythm. She begins to count 
               silently. Leopold smiles, counting along.

               THEY DANCE...

               An elderly couple watch Leopold with interest.

                                     LORD WHITEHEAD
                         Who is that dancing with Leopold?

                                     LADY WHITEHEAD
                         I've never seen her before.

               Kate and Leopold dance past. They are older. As they gaze 
               into each other's eyes, they twirl. THE LOOK OF YOUTH RETURNS.

               At the center of the floor they stop dancing. THEY KISS. The 
               rest of the world dances around them.

               Over this background... THE SCRAPBOOK PICTURES BLEED ONTO 
               SCREEN.

               The old formal wedding photo becomes a photograph of Kate 
               and Leopold the perfect bride and groom, both discreetly 
               point to their rings.

               Kate stands with Leopold as he establishes a scholarship for 
               studies in physics.

               The old photograph of Leopold and Albert Einstein changes to 
               include Kate, waving and smiling broadly for the camera.

               The professional photograph becomes a double portrait. It 
               shows the two in their 70's, sitting regally in matching 
               chairs. They hold hands and smile serenely. Staring directly 
               into the camera, they show off their rings.

               SLOWLY the scrapbook closes...

               Kate and Leopold dance, the music swells as they become lost 
               in the crowd. The clock CHIMES. Slowly we...

                                                                  FADE OUT:

                                         THE END