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Living In Oblivion Movie Script

Writer(s) : Tom DiCillo

Genres : Comedy, Drama

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                                   "LIVING IN OBLIVION"

                                      Screenplay by

                                       Tom DiCillo

                                      SHOOTING DRAFT

                                           1995

                

               A battered 35mm movie camera stands alone on a wooden tripod 
               surrounded by blackness. Opening credits begin. An almost 
               imperceptible DOLLY in toward the movie camera. The dolly 
               forward continues throughout the credits ending in an EXTREME 
               CU of the camera's lens, filling the frame like a giant, 
               glass full moon. Fade to BLACK.

               Suddenly a door opens directly in front of the camera, wiping 
               the lens and revealing the following scene in Black and White.

               EXT. STREET. NYC. NIGHT

               A quiet, deserted industrial street. It is over an hour before 
               dawn and the street is still cloaked in the heavy stillness 
               of night.

               In the weak light filtering out of their battered van, BERT 
               and CYBIL -- the Craft Service Managers, finish setting out 
               breakfast supplies on a 6' table. They work in almost complete 
               silence, both nearly paralyzed with sleep. A cheap walkie-
               talkie, lying beside a paper plate of soggy Oreos, sputters 
               and buzzes occasionally. Other items on the table include a 
               mangled banana, seven grapes, and a box of chocolate covered 
               donuts.

                                     BERT
                         What time is it?

                                     CYBIL
                         Four. Why?

                                     BERT
                         This milk is bad.

                                     CYBIL
                              (sniffs)
                         When did you buy it?

                                     BERT
                         Tuesday? I don't know. What's today?

                                     CYBIL
                         Monday.
                              (pause)
                         There's a deli on Broadway.

                                     BERT
                         Nothing closer?

                                     CYBIL
                         Nothing that's open.

                                     BERT
                              (sniffs the milk)
                         Is it that bad?

                                     CYBIL
                         I don't know. You're the one who 
                         said it was bad.

               At that moment a large truck grinds around the corner and 
               shudders to a stop in front of the building. Bert replaces 
               the carton of milk neatly beside the orange juice.

               EXT. STREET. NYC. NIGHT. B/W

               Amid low, one-word greetings, the CREW tumbles out of the 
               trucks and stands in a groggy cluster around the Craft Service 
               table. WOLF -- the Cameraman, assumes a place of prominence. 
               He wears a black leather coat, a black beret, and black 
               leather half-fingered gloves.

                                     WOLF
                         This is the worst fucking coffee 
                         I've had in my life.

                                     CYBIL
                         Then don't drink it.

                                     GAFFER
                         What're we doing today?

                                     WOLF
                              (pulls out a wrinkled 
                              callsheet)
                         "Interior. Living Room. Ellen talks 
                         to Mom."

                                     AC
                         Any nudity?

                                     CYBIL
                         Yeah, you have to take your fucking 
                         pants off.

                                     AC
                         I'll do it. I like Ellen.

                                     GAFFER
                         Yeah, she's a babe. She was the nurse 
                         in that Richard Gere movie.

                                     BERT
                         I worked on that.

                                     AC
                         The shower scene.

                                     WOLF
                         Start with the 5K in the window. Run 
                         feeders for three blonds into the 
                         living room.

                                     GAFFER
                         Two people. Sitting? Standing?

                                     WOLF
                         Who fuckin' knows?

                                     GAFFER
                              (walks off)
                         "Ellen talks to Mom."

               INT. CAR. NIGHT. B/W

               NICOLE sits quietly in the back seat of a beat-up station 
               wagon. She glances out at the empty city moving past her 
               window and lets out a deep sigh.

               JEFF, the young intern assigned as her driver, glances into 
               the rearview mirror.

                                     JEFF
                         Tired?

                                     NICOLE
                         No, I've been up since four. I've 
                         got a big scene today and I'm kind 
                         of nervous.

                                     JEFF
                         "Ellen talks to Mom."

                                     NICOLE
                         Have you read the script?

                                     JEFF
                         No. It's on the callsheet.

                                     NICOLE
                         Oh. Well, it's pretty emotional. I 
                         tell my mother I never felt she really 
                         loved me.

                                     JEFF
                         You're going to yell at each other?

                                     NICOLE
                         I don't know. I'm just going to go 
                         with how I feel. Which is the scary 
                         part. I'm very close to this 
                         character.

                                     JEFF
                         Problems with your own mom?

                                     NICOLE
                         Yes. But she died before I, well 
                         before we could reconcile...

                                     JEFF
                         You were great in that Richard Gere 
                         movie.

                                     NICOLE
                         Thanks.

               EXT. RESIDENTIAL HOTEL. NIGHT. B/W

               CU sidewalk. A pair of women's orthopedic shoes enter the 
               frame and begin pacing.

               Camera pans up to reveal CORA, a small woman in her early 
               60s, pacing beneath the awning of her residential hotel. She 
               appears to be rehearsing dialogue with herself.

                                     CORA
                         Ellen, I have no memory of this 
                         whatsoever. Ellen... Ellen I have NO 
                         memory of this whatsoever.

               Jeff pulls the car up to the curb and Cora gets into the 
               back seat.

               INT. CAR. NIGHT. B/W

                                     NICOLE
                         Good morning, "Mom."

                                     CORA
                              (gruff)
                         Morning.

                                     NICOLE
                         Sleep well?

                                     CORA
                         Not a wink.

               Cora immediately lights a cigarette. Nicole instinctively 
               wrinkles her nose and turns away. Cora notices this and makes 
               an exaggerated effort to keep the smoke away from Nicole by 
               blowing it hard out the side of her mouth. Jeff glances back 
               at the two women in the rearview mirror. No one speaks.

               INT. SET. DAWN. B/W

               NICK -- the Director, WOLF -- the Cameraman and WANDA -- the 
               AD, stand in a loose triangle on the darkened set. All are 
               holding coffee cups. The Gaffer can be seen in the background 
               fumbling with a light.

                                     NICK
                         Look, I'm not blaming anybody, Wanda. 
                         I'm just saying we left last night 
                         and I knew we didn't get that scene.

                                     WANDA
                         I'm sorry, I thought it was a great 
                         scene, Nick.

                                     NICK
                         It was OK; and it's going to be 
                         alright. But I'm not settling for OK 
                         today. This is a big scene and I'm 
                         not leaving till we get it.

                                     WANDA
                         Whatever it takes, Nick. We're here 
                         for you.

                                     NICK
                         Alright, here's what I'm thinking. 
                         Wolf, I want to do the whole scene 
                         in one shot.

                                     WOLF
                         It's been done.

                                     NICK
                         I know that but I'd like to try it 
                         anyway.

                                     WOLF
                         Handheld.

                                     NICK
                         No, dolly. We go from Close-up to 
                         Wide-shot and back to Close-up in 
                         the same shot.

                                     WOLF
                         I'll use the 35, minimize distortion; 
                         I'll light it all from the ceiling. 
                         It could be kind of great.

                                     WANDA
                         Sounds incredible. How long, Wolf?

                                     WOLF
                         I'll need to see a couple run-
                         throughs.

                                     NICK
                         Not too many. It's a tough scene for 
                         the actors. I want them to feel 
                         relaxed, fresh...

                                     WANDA
                         We've got all day, Nick. Whatever it 
                         takes. What do you think, Wolf -- an 
                         hour, 45?

                                     WOLF
                         I don't know how you drink that shit 
                         black, Nick. I got to dump in the 
                         milk. It's the only way I can cut 
                         the taste.

               Suddenly the Gaffer turns on the 5K, flooding the room with 
               harsh, blinding light.

                                     NICK
                         Jesus!

                                     WOLF
                         What the fuck?!

                                     WANDA
                         Flame on, asshole!!

               The screen goes completely WHITE.

               INT. SET APT. DAY. B/W

               Screen is still white. Gradually it shifts back to proper 
               exposure revealing NICOLE in Medium CU. Her eyes are riveting; 
               it is obvious she is emotionally primed for the scene. A 
               light meter is thrust in front of her face. She barely 
               registers it.

               WS, the entire Living Room set. Nicole sits on a sofa facing 
               Cora seated opposite in an overstuffed chair. Two flats have 
               been joined at right angles to create the Living Room corner. 
               A table lamp and assorted framed photographs complete the 
               rather scrawny looking set.

               Most of the movie crew is seen, including Wolf looking through 
               the camera.

                                     WANDA
                         OK, picture's up. Quiet. Stop the 
                         work. Lock it up. Going for picture.

               Nick approaches Nicole and Cora.

                                     NICK
                         OK, nice and easy. Cora you're doing 
                         fine. Remember, really listen and 
                         really answer.
                              (smiles at Nicole)
                         I've got nothing to say to you. Just 
                         let it happen. It's all there.

                                     WANDA
                         Ready, Nick?

                                     WOLF
                         Look at this a second, Nick.

               Nick moves behind the camera and looks through the eyepiece. 
               Another CU of Nicole fills the frame. The image is visually 
               and emotionally breathtaking.

                                     WOLF
                         I pushed in a foot. She's incredible. 
                         It's coming right through the lens.

               Nick grips Wolf's shoulder in gratitude.

                                     NICK
                         That's great, man. Beautiful.

                                     WANDA
                         Ready, Nick?

                                     NICK
                         Let's go. Right away.

                                     WANDA
                         And, roll sound.

                                     SOUND
                         Speed!

                                     WANDA
                         And, roll camera!

                                     AC
                         Rolling!

                                     CLAPPER
                         Scene six, take one.
                              (hits the sticks)

                                     NICK
                         Action.

               INT. APT. THE SCENE: TAKE 1. COLOR

               From the moment Nick calls "action" the film will cut directly 
               to the shot the set camera is filming. The shot is fluid, 
               graceful and in richly, beautiful COLOR. Nicole's performance 
               is very strong; flawed only slightly by her nervousness.

                                     NICOLE
                         Dad hit me first and knocked me down. 
                         It didn't hurt that much but I started 
                         crying anyway, hoping he would leave 
                         me alone. He went over and started 
                         hitting Danny.

                                     CORA
                         Ellen, I have no memory of this 
                         whatsoever.

                                     NICOLE
                         You were just standing there looking 
                         at me. Then you pulled me up and 
                         said, "You're not hurt." Like I was 
                         disgusting for faking, for doing the 
                         only thing I could think of to keep 
                         him from hitting me again.

                                     CORA
                         I was worried about Danny.

                                     NICOLE
                         You do remember.

                                     CORA
                         He was smaller than you.

               Nicole turns to Cora with the heartbreaking gaze of an 
               abandoned child. Nick and the rest of the crew watch in awe.

                                     NICOLE
                         You were so worried about Danny --

               Suddenly the BOOM dips all the way into the shot.

               INT. SET APT. DAY. B/W

                                     WOLF
                         Cut! Boom in. Sorry, I had to cut. 
                         Les, your boom was all the way in 
                         the shot.

                                     BOOM
                         Well, where's the frame line?

               All the crew move around, all talking at once.

                                     WANDA
                         OK, can we get a frame line? Hold it 
                         down. We're going again right away. 
                         Nobody moves. Les, you got the frame 
                         line?

                                     BOOM
                         I guess so.

                                     WANDA
                         OK, here we go. Right away. Picture's 
                         up.

               Nick approaches Nicole and Cora.

                                     NICK
                         Beautiful; both of you. Stay focused. 
                         Stay with it. No big deal. Let's go, 
                         Wanda. Right away.

                                     WANDA
                         Roll sound!

                                     SOUND
                         Speed!

                                     WANDA
                         Roll camera!

                                     AC
                         Rolling!

                                     CLAPPER
                         Scene six, take two.
                              (hits the sticks)

                                     NICK
                         And, action.

               INT. APT. THE SCENE: TAKE 2. COLOR

                                     NICOLE
                         Dad hit me first and knocked me down. 
                         It didn't hurt that much but I started 
                         crying anyway, hoping he would leave 
                         me alone. He went over and started 
                         hitting Danny.

                                     CORA
                         Ellen, I --

               The image suddenly goes out of focus.

               INT. SET APT. DAY. B/W

                                     AC
                         I'm sorry, I have to cut. I was 
                         completely off on the focus. It's my 
                         fault, I'm sorry.

                                     WANDA
                         Thanks for the apology but you'll 
                         never work in this town again.
                              (laughter)

                                     AC
                         I've got it now.

                                     WANDA
                         Here we go, right away. Lock it up. 
                         And roll sound...

                                     SOUND
                         Speed!

                                     WANDA
                         Roll Camera!

                                     AC
                         Rolling!

                                     CLAPPER
                         Scene six, take three.
                              (hits the sticks)

                                     NICK
                         And, action.

               INT. APT. THE SCENE: TAKE 3. COLOR

               The scene begins once again. Remarkably, Nicole's enormous 
               commitment is just as full and sharp. Nick is in ecstasy.

                                     NICOLE
                         Dad hit me first and knocked me down. 
                         It didn't hurt that much but I started 
                         crying anyway, hoping he would leave 
                         me alone. He went over and started 
                         hitting Danny.

                                     CORA
                         Ellen, I have no memory of this 
                         whatsoever.

               Suddenly a car stops right outside, a heavy, bass-driven rap 
               song blasting out of its trunk-mounted speakers.

               INT. SET APT. DAY. B/W

                                     SOUND
                         Street noise!

                                     WANDA
                         That's a cut!
                              (into her walkie)
                         What the fuck's going on down there!? 
                         You call that a lock-up!? Get that 
                         car out of there!

                                     NICK
                         Jesus Christ. Why doesn't the guy 
                         just get a flatbed trailer with about 
                         600 speakers on it and tow it behind 
                         his car.

               Everyone nods in annoyed agreement; everyone except the Boom 
               man who appears to be following the music with the mike, 
               bopping to it through the headphones. Slowly, interminably, 
               the music fades off into the distance.

                                     SOUND
                         And... it's clear.

                                     WANDA
                              (into her walkie)
                         Do I have a lock-up?

                                     WALKIE (V.O.)
                         kkkkkssst... sttttss yes.

                                     WANDA
                         Is that a real lock-up?

                                     WALKIE (V.O.)
                         ssssssssssssppppkkss.

                                     WANDA
                         OK, right away. Picture's up. Roll 
                         sound.

                                     SOUND
                         Speed!

                                     WANDA
                         And, roll camera!

                                     AC
                         Rolling!

                                     CLAPPER
                         Scene six, take four.
                              (hits the sticks)

                                     NICK
                         Action.

               INT. SET APT. THE SCENE: TAKE 4. COLOR

                                     NICOLE
                         Dad hit me first and knocked me down. 
                         It didn't hurt that much but I started 
                         crying anyway, hoping he would leave 
                         me alone. He went over and started 
                         hitting Danny.

                                     CORA
                         Ellen, I have no memory of this 
                         whatsoever.

                                     NICOLE
                         You were just standing there looking 
                         at me. Then you pulled --

               Suddenly the BOOM drops into frame again.

               INT. SET APT. DAY. B/W

                                     WOLF
                         Boom's in.

                                     NICK
                         Jesus Christ.

                                     BOOM
                         Where?

                                     WOLF
                         The whole left side of frame, Les.

                                     WANDA
                         Alright, can we please get a 
                         motherfucking frame line please?!

                                     BOOM
                         The frame keeps changing.

                                     WOLF
                         That's the idea, Les.

                                     SOUND
                         May I make a suggestion? Is it 
                         possible to maybe break the shot 
                         down? Maybe two shots instead? Might 
                         make it easier for Les.

                                     NICK
                         No.

                                     SOUND
                         Then I need ten minutes to switch to 
                         radio mikes.

                                     WANDA
                         Your call, Nick.

                                     NICK
                         There won't be any other sound 
                         problems?

                                     SOUND
                         No more boom problems.

                                     NICK
                         Switch to radios.

                                     WANDA
                         That's a ten-minute break. Release 
                         the lock-up. Stand by.

                                     WOLF
                              (to the AC)
                         Get me a coffee. Half milk.

               INT. SET APT. DAY. B/W

               Nick looks for Nicole but sees only Cora standing by the 
               couch. Les has both arms up the back of her dress, running 
               the wire to her radio mike. She's wearing stockings rolled 
               down to just above her knees.

               Nick turns and spots Nicole by herself in a dark corner of 
               the set and walks over to her.

               INT. SET APT. A CORNER. DAY. B/W

                                     NICK
                         I'm sorry about all this, Nicole.

                                     NICOLE
                         It's not your fault, Nick. Is there 
                         a way to use some of the earlier 
                         takes?

                                     NICK
                         Not unless I change the shot; do a 
                         cutaway of Cora or something and 
                         intercut the takes. I don't want to 
                         do that. It's a really nice shot and 
                         what you're doing is incredible.

                                     NICOLE
                         Thanks, Nick.

                                     NICK
                         The radio mikes are going to make 
                         everything easier. So, look. Take a 
                         moment. Let all this shit go. We 
                         don't roll till you're ready.

                                     NICOLE
                         OK.

               Nick moves back to the set, leaving Nicole in the shadows. 
               Camera stays on her as she begins emotionally preparing 
               herself once again.

                                     SCRIPT (V.O.)
                         How was she in that Richard Gere 
                         movie?

                                     CYBIL (V.O.)
                         So-so.

               Camera slips halfway through an open bedroom door, holding 
               Nicole on one side of the frame while revealing PAM the Script 
               Supervisor and CYBIL sitting on the floor smoking. Though 
               separated by the wall, Nicole hears everything the two women 
               say.

                                     SCRIPT
                         Her career really took off, didn't 
                         it?

                                     CYBIL
                         I saw her in a Michael Bolton video.

                                     SCRIPT
                         She is nice; but I could do a better 
                         job.

               Camera slips into a CU of Nicole. She closes her eyes as the 
               two women continue talking about her. Screen goes BLACK.

               INT. SET APT. DAY. B/W

               A BLACK scrim, held by the Gaffer, passes in front of the 
               camera, revealing the set with Nicole and Cora settling in 
               for a take.

                                     WANDA
                         Where's that flag going?

                                     GAFFER
                         It's a scrim.

                                     WANDA
                         Wolf!

                                     WOLF
                         Two seconds, Wanda.

                                     WANDA
                         No. No more tweaking. Picture's up.
                              (into her walkie)
                         Lock it up!

               Wolf quickly motions Gaffer to hand-hold the scrim in front 
               of the 5K.

                                     WANDA
                         And, roll sound.

                                     SOUND
                         Speed!

                                     WANDA
                         Roll camera!

                                     AC
                         Rolling!

                                     CLAPPER
                         Scene six, take five.
                              (hits the sticks)

                                     NICK
                         Action.

               INT. SET APT. THE SCENE: TAKE 5. COLOR

               Once again the scene begins. Nicole shows the first signs of 
               losing her concentration.

                                     NICOLE
                         Dad hit me first and knocked me down. 
                         It didn't hurt that much but I started 
                         crying anyway, hoping he would leave 
                         me alone. He went over and started 
                         hitting Danny.

                                     CORA
                         Ellen, I have no memory --

               Suddenly there is a tremendous EXPLOSION sending bits of 
               glass flying through the frame. Cora jumps, clutching her 
               chest.

                                     CORA
                         Oh, God!

               INT. SET APT. DAY. B/W

               CU the light the Gaffer had been holding the scrim before. 
               It is smoking and shattered.

                                     NICK
                         Jesus fucking Christ!

                                     WOLF
                              (to the Gaffer)
                         Kill it. Kill it. Pull the plug. 
                         Right there by your foot.

                                     WANDA
                         That's a cut. Anybody hurt? Cora, 
                         are you alright?

               Cora nods wordlessly, gasping for breath.

                                     WANDA
                         Props. Props! Let's get a broom up 
                         here right away. Clear the set!

               INT. APT. HALLWAY. DAY. B/W

               Nick, Cora, and Nicole stand in a corner of the landing. 
               Nick is making obvious attempts to lighten the mood.

                                     NICK
                         Well, let's see. What do you think 
                         is going to happen next, Cora?

                                     CORA
                         I'm going to have a heart attack!

                                     NICK
                         No, you're not. You're going in there 
                         in two minutes and we are really 
                         going to nail this scene. I know it. 
                         I have no doubt about it. Nicole...

               Nick turns to Nicole and stops in midsentence. He looks at 
               her for a long moment. Nicole returns his gaze then suddenly 
               looks away.

                                     WANDA (V.O.)
                         Nick! Nick!

                                     NICK
                         One second!

               Nick hesitates a moment then rushes back to the set.

                                     CORA
                         I'll tell you this much right now; I 
                         am never, ever doing another fucking 
                         low-budget movie.

               INT. SET APT. DAY. B/W

               Nick joins Wanda and Wolf on the set couch and chair.

                                     NICK
                         What's up?

                                     WANDA
                         Wolf and I were talking... Ellen's 
                         losing it a little bit. You got three 
                         quarters of the scene really, really 
                         incredible in the first take. Do a 
                         quick cut-away and all you need is a 
                         pickup of the last part of the scene.

                                     NICK
                         Wolf?

                                     WOLF
                         You know how I feel; I love this 
                         shot. Hell, I designed it.

                                     NICK
                         Then let's just stick with the game 
                         plan, OK? It's a simple shot. We're 
                         going to get it this time, I feel 
                         it.

                                     WANDA
                         We're here for you, Nick. Whatever 
                         it takes.

               Nick moves off. Wanda stares at Wolf who studiously inspects 
               his light meter.

                                     WANDA
                         Thanks.

               INT. SET APT. DAY. B/W

               Camera is close on the black-and-white clapboard. Nicole's 
               face can be partially seen behind it.

                                     WANDA
                         And, roll sound.

                                     SOUND
                         Speed!

                                     WANDA
                         And, roll camera!

                                     AC
                         Rolling!

                                     CLAPPER
                         Scene six, take six.
                              (hits the sticks)

                                     NICK
                         Action.

               INT. SET APT. THE SCENE: TAKE 6. COLOR

               As the scene begins again, it is obvious that both actresses 
               are completely distracted. Nick's face betrays a rapidly 
               increasing anxiety.

                                     NICOLE
                         Dad hit me first and knocked me down. 
                         It didn't hurt that much but I started 
                         crying anyway, hoping he would leave 
                         me alone. He went over and started 
                         hitting Danny.

                                     CORA
                         I...

               There is a long awkward pause as Cora realizes she can't 
               remember her line.

               INT. SET APT. DAY. B/W

                                     NICK
                         Cut. That's OK, Cora. What's the 
                         line? Just say it to me; no acting.

                                     CORA
                         I...
                              (pause)

                                     AC
                         "Ellen, I have no memory of this 
                         line whatsoever."

               Amid general tittering from the crew, Wanda yells out.

                                     WANDA
                         OK, could we get the line please?! 
                         Script!

                                     SCRIPT
                              (Pam)
                         "Ellen, I have no memory of this 
                         whatsoever."

                                     WANDA
                         Thank you. And, roll sound.

                                     SOUND
                         Speed!

                                     WANDA
                         And, roll camera!

                                     AC
                         Rolling!

                                     CLAPPER
                         Scene six, take seven.
                              (hits the sticks)

                                     NICK
                         Action.

               INT. SET APT. THE SCENE: TAKE 7. COLOR

               The scene begins again. Nicole is lifeless; she's merely 
               saying the lines.

                                     NICOLE
                         Dad hit me first and knocked me down. 
                         It didn't hurt that much but I started 
                         crying anyway --

                                     CORA
                         I was worried about Danny!

               Nicole stops cold, completely thrown by Cora jumping her 
               line.

                                     NICOLE
                         I'm sorry, I'm lost...

               INT. SET APT. DAY. B/W

                                     NICK
                         Cut. It's OK. No big deal.

               Nick's voice has the rigid tremble of someone barely able to 
               keep from screaming.

                                     NICK
                         Everyone relax. We're just going to 
                         run the lines. That's all. No acting. 
                         Just run the lines. Then we're going 
                         to shoot this fucking scene.

               INT. SET APT. THE COUCH. DAY. B/W

               Nicole gets up quietly and sits next to Cora on the couch, 
               wordlessly taking her hand in hers.

                                     CORA
                              (whispers)
                         I'm so sorry. I'm fucking this up 
                         for you.

                                     NICOLE
                              (whispers)
                         Cora, don't even think that. You're 
                         doing great. I'm the one who's fucking 
                         it up. If I get through this I swear 
                         I'm never acting again.

               She means it. Cora glances up at her, seeing for the first 
               time how pain and defeat have drawn the life from Nicole's 
               face. On an impulse Cora reaches out and gently lifts a strand 
               of Nicole's hair from her eyes.

               A sudden amazed alarm fills Nicole. The living room grows 
               strangely quiet.

                                     NICK
                              (faintly, from a 
                              distance)
                         And, action on the run-through.

               CU Nicole. She looks quickly toward Nick in confusion.

               INT. HOSPITAL ROOM. DAY. COLOR

               DISSOLVE to a nurse moving quickly past the camera and out 
               the open door of the hospital room.

               CU Nicole, seated on the edge of the hospital bed. Still 
               confused, she looks down at the old woman lying in the bed. 
               The woman's face is pale and drawn. As Nicole leans closer 
               her mother reaches out and gently brushes a strand of hair 
               away from her face. The gesture is one of love, acceptance, 
               and farewell. It is identical to the one we have just seen 
               Cora make to her.

                                     NICK (V.O.)
                         And action on the run-through.

               INT. SET APT. DAY. B/W

               WS, the Living Room Set. Nick, Wanda, the rest of the crew 
               standing quietly. Nicole glances over at Cora and instantly 
               something unspoken and unexplained passes between them. The 
               run-through begins.

               From the moment Nicole opens her mouth it is obvious there 
               has been a remarkable change in her. Every word now has the 
               stunning clarity of truth. Cora is completely engulfed in 
               the moment.

                                     NICOLE
                         Dad hit me first and knocked me down. 
                         It didn't hurt that much but I started 
                         crying anyway, hoping he would leave 
                         me alone. He went over and started 
                         hitting Danny.

                                     CORA
                         Ellen, I have no memory of this 
                         whatsoever.

                                     NICOLE
                         You were just standing there looking 
                         at me.

               As Nicole continues, one by one the crew turn and watch this 
               exquisite moment happening before them. Nick's face is lit 
               with rapture.

                                     NICK
                              (whispering)
                         Roll camera... roll camera.

               He glances over and to his horror sees that no one is behind 
               the camera. He whispers frantically to the AC.

                                     NICK
                         Where's Wolf?

                                     AC
                              (whispers)
                         In the bathroom... he doesn't feel 
                         good.

                                     NICK
                              (whispers)
                         Get him! Get him!

               Nick turns back to the scene, watching its beauty now in 
               agony.

                                     NICOLE
                         Then you pulled me up and said, 
                         "You're not hurt." Like I was 
                         disgusting for faking, for doing the 
                         only thing I could think of to keep 
                         him from hitting me again.

                                     CORA
                         I was worried about Danny.

                                     NICOLE
                         You do remember.

                                     CORA
                         He was smaller than you.

                                     NICOLE
                         You were so worried about Danny. 
                         What about me, Mom? Why weren't you 
                         worried about me?

               There is a heavy, stunned silence as the scene ends. Nicole 
               and Cora are in each other's arms. Pam and Cybil share a 
               piece of tissue. CUT TO: an extreme CU of Nick.

                                     NICK
                         Where the fuck is Wolf?!!!

               INT. BATHROOM. DAY. B/W

               In the cramped confines of the dingy basement bathroom, Wolf 
               pukes violently into the toilet. His face is pale and slick 
               with perspiration. His eyes look upward toward the sound of 
               Nick yelling.

                                     WOLF
                         One second!

               Wolf tries to continue but another spasm of nausea wrenches 
               him back toward the toilet bowl.

               INT. SET APT. THE COUCH. DAY. B/W

               The set is quiet, subdued. Nick sits on the couch with Nicole 
               and Cora. Wolf sits groggily behind the camera wiping the 
               sweat from his face. Wanda addresses the crew.

                                     WANDA
                         OK, listen up. Nobody drinks the 
                         milk downstairs. OK? It appears to 
                         be bad.

               Nick speaks uneasily to Nicole and Cora. He is a wreck and 
               his insistent smile of encouragement looks absolutely 
               demented.

                                     NICK
                         I've had to, well I've changed the 
                         shot; we're just a little pressed 
                         for time. It'll just be a CU of Ellen 
                         for the last part of the scene, 
                         starting with Cora's "I was worried 
                         about Danny." OK? I'll find a way to 
                         cut this into the fourth take. We 
                         almost had it. That was unbelievable, 
                         both of you. But let's not think 
                         about it. That moment is gone, and... 
                         we'll, we'll get another one. I have 
                         no doubt about it. OK? Here we go.

               Nick walks over and stands beside the camera.

               INT. SET APT. BY THE CAMERA. DAY. B/W

                                     WOLF
                         I'm ready, Nick.

               Nick is so angry he can't even look at Wolf.

                                     NICK
                         Call it, Wanda.

                                     WANDA
                         And, roll sound.

                                     SOUND
                         Speed!

                                     WANDA
                         And, roll camera!

                                     AC
                         Rolling!

                                     CLAPPER
                         Scene six, Pickup, take one.
                              (hits the sticks)

                                     NICK
                         Action.

               INT. SET APT. THE SCENE: PICKUP 1. COLOR

               The scene begins at the pickup point. Miraculously, both 
               Cora and Nicole are just as concentrated and engaged as they 
               were in the run-through.

                                     CORA
                         I was worried about Danny.

                                     NICOLE
                         You do remember.

                                     CORA
                         He was smaller than you.

                                     NICOLE
                         You were so worried about Danny. 
                         What about me, Mom? Why weren't --

               In the middle of this final, delicate moment an insistent 
               electronic beeping is heard.

               INT. SET APT. DAY. B/W

                                     NICK
                         CUT!!!!

                                     WANDA
                         What the fuck is that?! Sound?

                                     SOUND
                              (frantically checking 
                              his equipment)
                         It's not me.

                                     BOOM
                         It's the camera.

                                     WOLF
                         The fuck it is. It's off; it's not 
                         even running.

               The beep continues, growing louder.

                                     WANDA
                              (into her walkie)
                         What's going on down there?! Do I 
                         have a lock-up?! Nothing? You don't 
                         hear a beeping sound?
                              (to Nick)
                         The street's quiet.

                                     NICK
                         Then what the fuck is it!!?

                                     AC
                         It's somebody's watch!

               Everybody holds their watches up to their ears.

                                     WOLF
                         Not mine.

                                     WANDA
                         Not mine.

                                     SOUND
                         Not mine.

                                     BOOM
                         Not mine.

               And so on, until all watches have been checked with negative 
               results. The beeping continues, growing louder and louder.

               Suddenly Nick loses it. He starts running around the set, 
               ripping things apart, knocking over tables, lamps, chairs. 
               He shoves Cora off the couch and whips off the cushions, 
               heaving them against the wall with a startling violence.

                                     NICK
                         Where is it!! You motherfucker! You 
                         cock-sucking motherfucking bastard! 
                         Where the fuck are you!? Where!! 
                         Where!!

               Everyone watches Nick demolish the set in stunned, open-
               mouthed amazement. Nick turns to the crew in rage.

                                     NICK
                         Can someone help me please?! Do I 
                         have to do everything myself here?!

               Nick loses it completely.

                                     NICK
                         Hey, Cora. Why don't you go learn 
                         your lines! Hey Scriptgirl, are you 
                         finally going to pay attention here?! 
                         Hey, focus puller, you want to make 
                         a movie or get stoned?! Huh, I got 
                         some great fuckin' Thai Stick here! 
                         Hey Wolf, you pretentious, beret-
                         wearing motherfucker! I saw your 
                         reel, man; it sucked! Who the hell 
                         would hire you anyway! Hey Wanda, 
                         next time can you wear a shirt that's 
                         a little more distracting to my 
                         actors!
                              (to the Gaffer)
                         Hey Bob! Hi Bob! Can you please make 
                         a little more noise on the dolly you 
                         creaky motherfucker!
                              (to Cybil)
                         What is your name!? What do you 
                         fucking do around here?!
                              (to the Soundman)
                         Hey Speedo, what's the matter? Can't 
                         even find a teeny fucking beep?!

               CU of Nicole. She turns away, unable to watch anymore. The 
               beeping continues.

                                     NICK
                         See what I have to put up with, 
                         Nicole!? Maybe next time you'll do 
                         some of that magic on camera!? But 
                         no, no -- wait till Wolf is puking 
                         his guts out, "Oh now I'll be good!!"

               WS, the entire room. Nick's last word echoes throughout the 
               silent set. Suddenly he stops in the center of the demolished 
               set and lets out a long, wrenching scream.

               INT. BEDROOM. NIGHT. COLOR

               QUICK CUT TO extreme CU Nick's face, just as his eyes open. 
               The film is in COLOR now. The room is in heavy darkness except 
               for the light on Nick's face. Nick reaches over and shuts 
               off his clock radio. The digital dial shows 4:00 A.M. The 
               beeping finally stops.

               Nick turns on a light and sits up in bed, drenched in sweat 
               and still breathing heavily.

                                     NICK
                         God...
                              (this is not a sigh 
                              of relief)

               The camera DOLLIES swiftly back away from Nick. He stares at 
               it in stunned amazement. Just then a DOOR closes right into 
               the lens turning the frame into complete BLACKNESS.

               Out of the BLACKNESS a door opens away from the camera 
               revealing WANDA looking into her closet (the camera is inside 
               the closet). From this point on, the rest of the film is in 
               COLOR except where specifically indicated to be Black and 
               White.

               INT. WANDA'S APT. DAWN

               She is wearing only a bra, black stretch pants, and cowboy 
               boots. She rummages quickly through some blouses, selects 
               the same garish one she wore in Part One, then walks away 
               revealing WOLF sitting on the edge of the rumpled bed. He is 
               dressed exactly the same as when we last saw him, complete 
               with beret. He struggles groggily into his socks and boots. 
               The entire apartment is in disarray. A bedside clock reads 
               4:13 A.M.

                                     WOLF
                         Well, when did he ask you?

                                     WANDA
                         Yesterday, when I was helping him 
                         check into his hotel.

                                     WOLF
                         What, the guy can't even check into 
                         a hotel by himself?

                                     WANDA
                         Listen, Wolf, having Chad Palomino 
                         in this movie will benefit us all. 
                         If being there when he checks into 
                         his hotel makes him feel better, 
                         then I'm happy to do it.

                                     WOLF
                         Well, how did it come up?

                                     WANDA
                         He asked me if I liked jazz, I said 
                         yes, and he suggested we meet tonight 
                         at a jazz club.

                                     WOLF
                         I like jazz.

                                     WANDA
                         He did not invite you.
                              (applies perfume)

                                     WOLF
                         Why are you wearing perfume to work?

                                     WANDA
                         Because I feel like it.

                                     WOLF
                         You didn't wear it yesterday.

                                     WANDA
                         Oh, stop it. You're acting like a 
                         child.

               Wanda playfully swipes at Wolf's face with a negligee she is 
               returning to the closet. It misses him completely.

                                     WOLF
                         My eye!

                                     WANDA
                         Oh, God. Sweetheart, are you alright?

                                     WOLF
                         Do I look alright?!

                                     WANDA
                         Let me see. Christ, we're going to 
                         be late.

               Wanda sits and perfunctorily examines Wolf's eye.

               INT. CAR. DAWN

               The car is parked outside a rather seedy hotel. JEFF, the 
               Intern and NICK, the Director, sit quietly in the motionless 
               car.

                                     NICK
                         Should we call up to the room again?

                                     JEFF
                         He said he'd be right down.

               Nick lets out a huge yawn.

                                     JEFF
                         Tired?

                                     NICK
                         I'm exhausted. I dreamt I was on the 
                         set all night. I was just trying to 
                         do one shot and everything kept going 
                         wrong.

                                     JEFF
                         That's an anxiety dream. Are you 
                         anxious about something?

                                     NICK
                         I don't know. Sometimes I wonder 
                         what the hell I'm doing in this 
                         business. It's all just one compromise 
                         and disappointment after another. I 
                         don't know if I have the personality 
                         for it.

                                     JEFF
                         Sounds kind of like an identity 
                         crisis.

                                     NICK
                         Maybe you're right. Who am I? What 
                         am I really capable of? Maybe I should 
                         just get a job teaching at a women's 
                         college somewhere.

                                     JEFF
                         How'd you get into cinematography?

                                     NICK
                         I'm not a cinematographer.

                                     JEFF
                         You're not?

                                     NICK
                         No. I'm directing this movie.

                                     JEFF
                              (pause)
                         How'd you get into directing?

               INT. HOTEL ROOM. DAWN

               In the dim light of the hotel room, CHAD PALOMINO dresses 
               quickly. He is young, handsome, with long blond hair. A WOMAN 
               sits nude on the bed, her back to the camera. The faint sound 
               of a shower comes from the adjacent bathroom.

                                     PALOMINO
                         They're waiting downstairs.

                                     WOMAN
                         Go ahead, I'll take a taxi.

                                     PALOMINO
                         Oh, OK. Listen, I've got to tell 
                         you, I had a lot of fun last night, 
                         really, but for me, where I'm at 
                         right now in my life, a relationship 
                         is...

                                     WOMAN
                         Chad; hold it. This was a one-time 
                         deal. You know it, I know it. There 
                         is no need for melodrama.

                                     PALOMINO
                         I just thought you might...

                                     WOMAN
                         Look, all I ask is that you don't 
                         mention this to anyone.

                                     PALOMINO
                         Hey, that's not my style.

                                     WOMAN
                         Good.

                                     PALOMINO
                         So, I'll see you on the set.

               Palomino slips out the door. The woman falls back onto the 
               bed, turning her face toward the camera. We see it is NICOLE.

                                     NICOLE
                         God damn it.

               She lies for a moment, listening to the sound of the shower. 
               The bedside clock reads 4:30 A.M.

               INT. CAR. DAWN

               The car pulls up outside a NYC apt building. Jeff, Nick, and 
               Palomino sit inside.

                                     PALOMINO
                         I got two films coming up right after 
                         yours, Nick. One I play a rapist 
                         that Michelle Pfeiffer falls in love 
                         with. The other I'm kind of a sexy 
                         serial killer who shacks up with 
                         Winona Ryder.

                                     NICK
                         That's great, man.

                                     PALOMINO
                         Yeah, but I'm not into that hostess 
                         twinkie shit, Nick.

                                     NICK
                         Hostess twinkie?

                                     PALOMINO
                         That Hollywood shit. It's all fluff, 
                         man. These are the kind of movies I 
                         want to do, right here.

                                     NICK
                         I'm glad you feel that way, Chad. 
                         And I just want to tell you, I'm 
                         really happy we can work together.

                                     PALOMINO
                         Hey, me too! You're a great director, 
                         man. Your films are wacked! And I'm 
                         gonna be watching you, buddy. Like a 
                         hawk. I want to learn from you, Nick. 
                         I'm gonna pick your brain.

                                     NICK
                         Good. Then you can pick my nose.

                                     PALOMINO
                              (big laugh)
                         See what I mean? You're wacked. Hey, 
                         what are we sitting here for?

                                     NICK
                         We're waiting for Nicole.

                                     PALOMINO
                         Nicole? She's takin' a tax --
                              (he stops)

                                     NICK
                         What?

                                     PALOMINO
                         Probably taking a shower or something. 
                         Hey, how was her shower scene in 
                         that Richard Gere movie?

                                     NICK
                         Good.

                                     JEFF
                         Really great.

               The three men sit in silence. WS, showing the car parked 
               outside Nicole's apt, the men inside waiting.

               INT. THE SET. MORNING

               A small, elegant bedroom set has been constructed in the 
               middle of the huge empty space. One wall has a fake window. 
               The GAFFER lies on the bed staring absently at the AC sitting 
               motionless beside the camera a few feet away. Neither speaks 
               for a long moment.

                                     GAFFER
                         I think we got nudity today.

                                     AC
                              (reads from his 
                              callsheet)
                         It just says "Scene Six: Ellen and 
                         Damian kiss."

                                     GAFFER
                         Could be a kiss with nudity.

                                     AC
                         I like Ellen. She's my type.

                                     GAFFER
                         Why is that?

                                     AC
                         She's pretty. Smart. Kind of kooky.

                                     GAFFER
                         Maybe I'll give her a part. That's 
                         right; I'm makin' my own movie pretty 
                         soon.

                                     AC
                         Oh yeah?

                                     GAFFER
                         Yup. Feature. I brought my script.

               The Gaffer tugs a thin, tattered SCRIPT, folded lengthwise, 
               out of his back pocket.

                                     GAFFER
                         Palomino's perfect for the lead. I'm 
                         going to give it to him right during 
                         lunch. Maybe right after.

                                     AC
                         Alright.

                                     GAFFER
                         Got to be aggressive. You want to 
                         shoot it?

                                     AC
                         Sure.

                                     GAFFER
                         You ever shot anything?

                                     AC
                         No.

                                     GAFFER
                         That's alright; got to start 
                         somewhere.

               Suddenly the Gaffer reaches out and warmly shakes the AC's 
               hand.

               INT. MAKEUP CORNER. DAY

               Nicole sits before the makeup mirror. LORDE, the male Makeup 
               artist picks up a tube of Preparation H and begins applying 
               it under Nicole's eyes just as Nick walks up.

                                     NICK
                         Jesus, what are you doing?

                                     LORDE
                         Shrinking tissue. That's what this 
                         stuff is for. Let that sit for two 
                         minutes, pumpkin; I'll be right back.

                                     NICK
                         How'd you get here?

                                     NICOLE
                         Took a taxi.

                                     NICK
                         Oh. We've been waiting in front of 
                         your apartment for half an hour.

                                     NICOLE
                         God, I'm sorry, Nick. Something came 
                         up. I forgot to call. I'm sorry, I 
                         feel like such an asshole.

                                     NICK
                         You're just saying that because you 
                         have Preparation H on your face.

                                     NICOLE
                         I never should have gone out last 
                         night. I hate jazz. God, I look 
                         terrible.

                                     NICK
                         No you don't.

                                     NICOLE
                         Don't bullshit me, Nick.

                                     NICK
                         I'm not. You really look beautiful.

               Something in Nick's voice makes Nicole glance up at him. He 
               looks away quickly. The moment is awkward, as if they both 
               realize he has inadvertently revealed something. Just then 
               Palomino approaches.

                                     PALOMINO
                         Hey! How'd you get here, Nicole?

                                     NICOLE
                         I took a cab.

                                     PALOMINO
                         Oh, cause we were wondering how you 
                         got here.

               Nick looks at both of them in a moment of silence.

                                     NICK
                         Alright, good; everybody's here. 
                         We'll do a run-through as soon as 
                         you guys are ready.

                                     PALOMINO
                         You got it, Chief.

               Lorde reenters as Nick leaves. Palomino sits in the chair 
               beside Nicole and Lorde immediately begins his makeup. No 
               one speaks.

               INT. THE SET. DAY

               The crew is assembled behind the camera. Wolf is now wearing 
               a black eyepatch over one eye. Nick is on the set, talking 
               with Nicole and Palomino. Palomino wears a tuxedo and Nicole 
               is in an elaborate low-cut gown.

                                     WANDA
                         Hold it down, hold it down, people. 
                         Actors working.

                                     PALOMINO
                         Great shirt, Wanda.

                                     WANDA
                              (big smile)
                         Why, thank you, Chad.

                                     NICK
                         OK, let's work out the rest of this 
                         blocking. Wolf --
                              (notices Wolf's 
                              eyepatch)
                         What happened to your eye?

                                     WOLF
                         A little accident.

                                     NICK
                         You going to be alright?

                                     WOLF
                         I think so.

                                     PALOMINO
                         It looks good on you, man.

                                     NICK
                         Nicole is standing here, Chad, you're 
                         there by the chair. Camera is close 
                         on Ellen: her first line.

                                     NICOLE
                         I've always admired you from afar.

                                     PALOMINO
                         Admired? That sounds rather 
                         professional.

                                     NICK
                         Good! "Professional," that's the 
                         cue; Damian steps up to the bed. 
                         Camera pulls back. The scene 
                         continues.

                                     NICOLE
                         Well, then: loved. How does that 
                         sound?

                                     PALOMINO
                         It sounds like the champagne talking.

                                     NICOLE
                         I've loved you from the moment we 
                         met.

                                     PALOMINO
                         Why didn't you tell me?

                                     NICOLE
                         We were working together. I didn't 
                         want anything to interfere.

                                     PALOMINO
                         God. And all this time I thought...

                                     NICK
                         Then the kiss. How's that feel?

                                     PALOMINO
                         Great.

                                     NICK
                         Nicole?

                                     NICOLE
                         Good.

                                     NICK
                         Wolf, any thoughts?

                                     WOLF
                         Nope.

                                     PALOMINO
                         I've got a thought. What about Damian 
                         having an eyepatch like Wolf's?

                                     NICK
                         Let me think about that one, Chad.

                                     PALOMINO
                         OK, you're the genius. Nick Reve, 
                         Living in Oblivion, Scene Six, Take 
                         One. Let's shoot it!

                                     NICK
                         One second, Chad. You ready for one, 
                         Wolf?

                                     WOLF
                         Hell, I been ready.

                                     PALOMINO
                         Alright, Wolfman.

                                     NICK
                         Good. Call it, Wanda.

                                     WANDA
                         Going for picture. Lock it up. And 
                         roll sound.

                                     SOUND
                         Speed!

                                     WANDA
                         Roll camera!

                                     AC
                         Rolling!

                                     CLAPPER
                         Scene six, take one!

                                     NICK
                         And, action.

               INT. THE SET. TAKE ONE

               Instantly the film cuts from color to B/W. Chad and Nicole 
               begin their Love Scene.

                                     NICOLE
                         I've always admired you from afar.

                                     PALOMINO
                         Admired? That sounds rather 
                         professional.

               The camera starts to dolly, however Chad does not move. He 
               goes out of frame forcing Wolf to pan abruptly to Nicole.

                                     NICOLE
                         Well, then: loved. How does that 
                         sound?

                                     PALOMINO
                         It sounds like the champagne talking.

                                     NICOLE
                         I've loved you from the moment we 
                         met.

                                     PALOMINO
                              (finally moves to his 
                              mark)
                         Why didn't you tell me?

                                     NICOLE
                         We were working together. I didn't 
                         want anything to interfere.

                                     PALOMINO
                         God. And all this time I thought...

               Palomino and Nicole embrace. Their kiss, like the entire 
               scene, is flat, lifeless, and awful.

               INT. THE SET

                                     NICK
                         Cut. Very good.

                                     WOLF
                         Not for camera. Chad was completely 
                         out of frame.

                                     NICK
                         Yeah, Chad; what happened, buddy? 
                         Forget your cue?

                                     PALOMINO
                         Oh no, man. I held back. It really 
                         felt like something Damian would do; 
                         holding back to the last moment.

                                     NICK
                         Oh, I see. How's that for you, Wolf?

                                     WOLF
                         I don't care when he moves. Just 
                         give me a fucking cue.

                                     PALOMINO
                         The Lone Wolf!

                                     NICK
                         What line did he move on?

                                     SCRIPT
                         "Why didn't you tell me?"

                                     NICK
                         Alright, "me" is the new cue. Nicole, 
                         how does that feel to you?

                                     NICOLE
                         Fine, if that's what Chad wants to 
                         do.

                                     PALOMINO
                         "Me, me, me," that's the cue. Let's 
                         shoot; I'm stoked!

                                     NICK
                         One second, Chad.

               Nick approaches the bed and speaks quietly to Chad and Nicole.

                                     NICK
                         Chad, how would you describe this 
                         scene, in one word?

                                     PALOMINO
                         Great. It's a great scene, man.

                                     NICK
                         No, I mean it's a love scene. Right?

                                     PALOMINO
                         Definitely.

                                     NICK
                         These two people really love each 
                         other. And we want to see that, 
                         especially in the kiss.

                                     PALOMINO
                         Hey, say no more, Chief.

                                     NICK
                         Nicole?

                                     NICOLE
                         I understand, Chief.

                                     NICK
                         Good. Here we go. Call it, Wanda.

                                     WANDA
                         Going for picture. Lock it up. And 
                         roll sound.

                                     SOUND
                         Speed!

                                     WANDA
                         Roll camera!

                                     AC
                         Rolling!

                                     CLAPPER
                         Scene six, take two!

                                     NICK
                         And, action.

               INT. THE SCENE. TAKE TWO. DAY

                                     NICOLE
                         I've always admired you from afar.

               Palomino moves immediately to the bed, changing his blocking 
               and causing the camera crew and Nicole considerable confusion.

                                     PALOMINO
                         Admired? That sounds rather 
                         professional.

                                     NICOLE
                         Well, then: loved. How does that 
                         sound?

                                     PALOMINO
                         It sounds like the champagne talking.

                                     NICOLE
                         I've loved you from the moment we 
                         met.

                                     PALOMINO
                         Why didn't you tell me?

                                     NICOLE
                         We were working together. I didn't 
                         want anything to interfere.

                                     PALOMINO
                         God. And all this time I thought...

               The scene once again is awful. Nick gives their listless 
               kiss a few moments then calls CUT.

               INT. THE SET. DAY

                                     NICK
                         And, cut. Very good. Wolf?

                                     WOLF
                         Chad missed his cue again; the whole 
                         dolly is unusable.

                                     NICK
                         Yeah, Chad. What happened; I thought 
                         you were going to hold back till 
                         "me"?

                                     PALOMINO
                         The more I thought about it the more 
                         it didn't seem right. And I'm 
                         thinking, watch me here, instead of 
                         coming around the bed, what if I 
                         just slip here like this and do the 
                         whole scene lying down?

                                     NICK
                         I don't know, that seems a little...

                                     PALOMINO
                         Hey, I'm just throwing out ideas 
                         here. Trying to get the juices 
                         flowing.

                                     NICK
                         Nicole, how does that feel to you?

                                     NICOLE
                         Well, I can turn to look at him. But 
                         won't you be shooting the back of my 
                         head?

                                     WOLF
                         Plus Chad is completely out of the 
                         light down there.

                                     PALOMINO
                         Hey, Wolf; I'm not worried about my 
                         face, man. It's about the acting; 
                         that's all I care about.

                                     WOLF
                         It's your call, Nick. His acting or 
                         his face.

                                     NICK
                         For some reason I was hoping we could 
                         get both.
                              (laughs)
                         I thought that's what we were trying 
                         to do here.

                                     WOLF
                         I'll have to set another light.

                                     WANDA
                         We're ahead of schedule, Nick. I 
                         think we can afford a few minutes to 
                         set a light for Mr. Palomino.

                                     NICK
                         Good, let's do it. Ellen, Damian; 
                         let's talk for a second.

               As Nick, Nicole, and Palomino step off the set Wanda speaks 
               to the crew in general.

                                     WANDA
                         We'll pause to set this light and go 
                         again right away. How long, Wolf?

               Wolf doesn't answer, though he stands a mere foot away, 
               watching the Gaffer set up a light.

                                     WANDA
                         Wolf?

               Wolf walks away from Wanda without a word. The entire crew 
               watches this.

               INT. A CORNER. DAY

               Nick, Palomino, and Nicole confer, all three smoking.

                                     NICK
                         OK, let's make sure we know what's 
                         going on here. These two people have 
                         loved each other for years, each of 
                         them not knowing the other was in 
                         love with them. And tonight, in this 
                         little room it all comes out. It's 
                         like a dam bursting. Does that make 
                         sense? Nicole?

                                     NICOLE
                         It makes perfect sense. I just haven't 
                         found it yet. I'll get it though.

                                     NICK
                         What about you, Chad?

                                     PALOMINO
                         I'm there, man. I got the dam going, 
                         the river, everything. You watch, 
                         that little change in the blocking 
                         is going to open the whole scene up 
                         for me.

                                     WANDA (V.O.)
                         We're ready, Nick!

                                     NICK
                         Good. Let's go.

               INT. THE SET. DAY

                                     WANDA
                         Going for picture. Lock it up. And 
                         roll sound.

                                     SOUND
                         Speed!

                                     WANDA
                         Roll camera!

                                     AC
                         Rolling!

                                     CLAPPER
                         Scene six, take three!

                                     NICK
                         And, action.

               INT. THE SCENE. TAKE THREE. DAY

                                     NICOLE
                         I've always admired you from afar.

               Palomino saunters over and sprawls on the bed, forcing Nicole 
               to turn her head completely away from the camera.

                                     PALOMINO
                         Admired? That sounds rather 
                         professional.

                                     NICOLE
                         Well, then: loved. How does that 
                         sound?

                                     PALOMINO
                         It sounds like the champagne talking.

                                     NICOLE
                         I've loved you from the moment we 
                         met.

                                     PALOMINO
                         Why didn't you tell me?

                                     NICOLE
                         We were working together -- I'm sorry, 
                         can we cut, Nick?

               INT. THE SET. DAY

                                     NICK
                         Cut!

                                     WANDA
                         That's a cut!

                                     PALOMINO
                         Dammit! That was a good one!

                                     NICOLE
                         I know, I'm sorry. But this feels 
                         really awkward; turning all the way 
                         around like this.

                                     NICK
                         Yeah, I think the lying on the bed 
                         is not quite working, Chad. Let's 
                         try one with the original blocking.

                                     PALOMINO
                         Which one was that? There's been so 
                         many damn changes. Could somebody 
                         help me out please?

                                     SCRIPT
                         The cue for the original blocking is 
                         "professional."

                                     PALOMINO
                              (intimate)
                         Thank you. Thank you very much.

                                     NICK
                         OK, right away. Call it, Wanda.

                                     NICOLE
                         Nick? Could I just have a moment? Is 
                         that alright?

                                     NICK
                         Of course, Nicole; are you kidding? 
                         Hold the roll, Wanda.

                                     WANDA
                         Holding the roll!

               Nicole remains seated on the bed, lowering her head and 
               closing her eyes as she attempts to generate some emotion 
               for the scene. Everyone watches her in complete silence.

               INT. NEAR THE CAMERA. DAY

               Palomino tiptoes over to the camera where Wanda and the 
               Scriptgirl are standing side by side. As he leans between 
               them, checking his lines on the Scriptgirl's script, he 
               inhales deeply then exhales with a barely audible sigh.

                                     PALOMINO
                              (whispers)
                         Someone over here smells very, very 
                         nice.

               Thinking he means her, Wanda's lips flutter in a brief, 
               involuntary smile. Meanwhile, the Scriptgirl turns away, 
               blushing furiously.

               INT. THE SET. DAY

               Palomino tiptoes again back to his spot. Nicole raises her 
               head and nods once to Nick. She seems to have aroused some 
               real emotion in herself.

                                     NICK
                              (with quiet intensity)
                         Call it, Wanda.

                                     WANDA
                         And roll sound.

                                     SOUND
                         Speed!

                                     WANDA
                         Roll camera!

                                     AC
                         Rolling!

                                     CLAPPER
                         Scene six, take four!

                                     PALOMINO
                              (suddenly)
                         Nick, I just had a great idea!

                                     WANDA
                         Hold the roll!

                                     NICK
                         What is it, Chad?

                                     PALOMINO
                         Just stop me if I'm out of line here, 
                         but she says "admired from afar," 
                         right? Doesn't it make sense to see 
                         Damian up close and her "afar?" You 
                         start on a Close-up of Damian, watch 
                         me here; as she declares her love, 
                         the camera moves with me into this 
                         primo two-shot that you and the 
                         Wolfmeister have set up here.

                                     NICK
                         What do you think, Wolf?

                                     WOLF
                         I don't like it. This is Ellen's 
                         scene.

                                     NICK
                         I don't know; it sort of makes sense.

                                     PALOMINO
                         Hey, you did it, man. It's all there 
                         in the writing.

                                     WOLF
                         I'd have to relight.

               Nick pauses, thinking hard.

                                     WANDA
                         We're still ahead of schedule, Nick; 
                         if that means anything to you.

                                     NICK
                         Let's do it.

                                     WOLF
                              (to the Gaffer)
                         Get me a tweenie right here, with 
                         diffusion.

                                     WANDA
                         OK, everyone stand by. We're pausing 
                         briefly to set one little light, 
                         then we're going again, right away. 
                         Stand-in please for Mr. Palomino.

                                     GAFFER
                         I'll do it.

                                     WOLF
                         Get the fucking light!

               INT. CRAFT SERVICE TABLE. DAY

               Several members of the crew loiter around the table. The 
               Scriptgirl approaches carrying a donut in one hand and a cup 
               of coffee in the other. Palomino notices her and moves quietly 
               to her side. Without a word he picks up the milk and pours 
               some in her coffee. Nicole stands nearby and watches the 
               following exchange.

                                     SCRIPT
                         Thanks.

                                     PALOMINO
                         My pleasure. Sugar?

                                     SCRIPT
                         Just a bit.

               Palomino puts sugar in her coffee with extreme care.

                                     PALOMINO
                         You like jazz?

                                     SCRIPT
                         Very much.

                                     PALOMINO
                         Maybe we could go hear some tonight.

               Palomino smiles and moves away just as Wanda comes up for a 
               coffee refill.

                                     WANDA
                         It's going well I think. Don't you 
                         think?

                                     SCRIPT
                         Very well. What time do you think 
                         we'll finish?

                                     WANDA
                         Early I hope. I'm going to a jazz 
                         club tonight.

                                     SCRIPT
                         Really? So am I. He's wonderful, 
                         isn't he?

                                     WANDA
                         Chad?

                                     SCRIPT
                         He's so natural, like... air.

               Nicole approaches.

                                     SCRIPT
                         I wonder what his sign is. Do you 
                         know, Nicole?

                                     NICOLE
                         I don't know his sign, but I think 
                         his moon is in Uranus.

               Wanda chokes hard on her coffee as Nicole walks off with a 
               bitter smile.

                                     SCRIPT
                         You don't have to be nasty.

               INT. THE SET. DAY

               Palomino saunters onto the set as Wolf and his crew finish 
               relighting.

                                     PALOMINO
                         Yo, Wolfman. Is this my new mark?

                                     WOLF
                         Until you change it. Where's my 
                         fucking eyepatch?!

               Wolf walks off. The Gaffer slips the AC a shrewd wink then 
               walks over and stands next to Palomino, giving him a big, 
               friendly grin.

                                     GAFFER
                         Hey, Chad.

                                     PALOMINO
                         Hey, whatya say.

                                     GAFFER
                         I'm Bob. I'm lighting this show.

                                     PALOMINO
                         Chad Palomino; Actor.

                                     GAFFER
                              (big smile)
                         I know.

                                     PALOMINO
                              (to the ac)
                         Hey, what's your name?

                                     AC
                         Maurice.

                                     PALOMINO
                         Maurice! Hey, Maurice Chevalier! Any 
                         relation? Probably not. Hey, smoking 
                         crew guys, really.

               The Gaffer slips his own script out of his back pocket and 
               begins leafing through it.

                                     GAFFER
                         Hey thanks, Chad. Actually I wrote a 
                         script.

                                     PALOMINO
                         Oh, yeah?

               Palomino takes the Gaffer's script and holds it up to his 
               eyes, shading them from a light he's looking at across the 
               room. He points to the light.

                                     PALOMINO
                         Hey, Bill. See that light over there?

                                     GAFFER
                         Uh, yeah.

                                     PALOMINO
                         Lower it about three feet.

               Palomino hands the Gaffer back his script and walks off. The 
               Gaffer and AC stand in silence for a long awkward moment.

               INT. BATHROOM. DAY

               Nick intently scrutinizes himself in the mirror. Leaning 
               closer he makes a careful adjustment to the way his hair 
               falls over his ear, then steps back to examine himself.

                                     NICK
                         Would you care to have a drink 
                         tonight? Hey, Nicole, what do you 
                         say you and I have a drink tonight?

               Suddenly the door opens behind him and Nicole walks in.

                                     NICOLE
                         Oh, Nick! I'm sorry!

                                     NICK
                         That's OK, no problem. I'm just 
                         slapping a little water on my face.

               The two stand in embarrassed silence for a moment. Nick looks 
               like he's gathering the nerve to ask her out.

                                     NICK
                         So, it's going pretty good, huh?

                                     NICOLE
                         Is it? Something feels off.

                                     NICK
                         Yeah, you seem a little tense.

                                     NICOLE
                         Do I?

                                     NICK
                         But don't worry about it. Just take 
                         your attention off yourself and put 
                         it on Chad. Work off him a little 
                         more.

                                     NICOLE
                         OK, I'll try that.

                                     NICK
                         And listen, I know he's no Olivier. 
                         But he's got something, don't you 
                         think? Kind of a natural presence.

                                     NICOLE
                         Oh yes, he's very natural.

               Nick hesitates, again gathering his nerves to pop the 
               question.

                                     NICK
                         So Nicole... anything else I can 
                         help you with?

                                     NICOLE
                         Actually there is. Could you maybe 
                         ask him to brush his teeth?

                                     NICK
                         Oh, sure.

               INT. THE SET. DAY

               Wanda crosses the set and assumes her position beside the 
               camera. Wolf sits behind it, barely a foot away.

                                     WOLF
                         My eye is killing me.

                                     WANDA
                         Put your eyepatch on.

                                     WOLF
                         I lost it.

                                     WANDA
                         Is that little light set yet?

                                     WOLF
                         That little light was set ten minutes 
                         ago.

                                     WANDA
                              (into her walkie)
                         Get me the A Team in here right away. 
                         Nick, Nicole, and Mr. Palomino.
                              (to Wolf)
                         Why didn't you tell me?

                                     WOLF
                         Hey, you're not worried about the 
                         time, I'm not worried about the time.

                                     WANDA
                         Oh, I am very worried about the time!

                                     WOLF
                         I know you are.

                                     WANDA
                         What is that supposed to mean?

                                     WOLF
                         What do you think it means?!

                                     WANDA
                         I don't know what it means!

                                     WOLF
                         Oh yes you do, you know exactly what 
                         it means.

                                     WANDA
                         I have no idea what you're talking 
                         about! Why are you --

                                     WOLF
                         You don't understand me, Wanda! You 
                         have no idea --

                                     WANDA
                         I don't understand you?!! All I do 
                         is take care of you!!!

               Nick suddenly runs up just as Wolf and Wanda are on the verge 
               of blows.

                                     NICK
                         Hey, hey, hey! What the hell's going 
                         on here?! Jesus, Wanda. This is a 
                         very intimate scene and a lot of 
                         tension on the set doesn't help. OK? 
                         Now, Wolf, let's just go through the 
                         first part of the move. Damian, on 
                         your new mark. Good. Close-up, Damian; 
                         Ellen in the background.

               Nick suddenly sees Palomino is wearing a black eyepatch.

                                     NICK
                         Chad, what are you doing?

                                     WOLF
                         Hey, that's my fucking eyepatch.

                                     PALOMINO
                         Wolf, could I borrow it? Cause I'm 
                         telling you, Nick; it really feels 
                         right. I feel like this guy now, 
                         man.

                                     NICK
                         I don't know, Chad. I don't think it 
                         works.

                                     PALOMINO
                         You're wrong, man. I'm going to fight 
                         you on this one.

                                     WOLF
                         Hey, it's my fucking eyepatch and I 
                         don't want anyone wearing it. It's 
                         insanitary.

               Palomino removes the eyepatch and tosses it back to Wolf.

                                     PALOMINO
                         Fine. I'll get my own. Nick, send 
                         someone out for an eyepatch. I'll 
                         fucking pay for it myself.

               Nick pulls Palomino aside and whispers to him confidentially.

                                     NICK
                         Listen, Chad. I didn't want to say 
                         this in front of Wolf but it makes 
                         you look a little... gay.

                                     PALOMINO
                         Really?

                                     NICK
                         Yeah, a little bit.

                                     PALOMINO
                         Jesus.

               Palomino sneaks a glance back at Wolf then whispers to Nick.

                                     PALOMINO
                         You're right. Thanks, buddy. Good 
                         call.

                                     WANDA
                         Are you ready, Nick?

                                     NICK
                         One second. You need a rehearsal, 
                         Wolf?

                                     WOLF
                         Let's just fucking shoot it!!

                                     PALOMINO
                         El Lobo!

               Palomino winks at Nick and walks back to his new mark, making 
               a barely audible howling sound behind his hand.

                                     NICK
                         Call it, Wanda.

                                     WANDA
                         Going for picture. Lock it up. And 
                         roll sound.

                                     SOUND
                         Speed!

                                     WANDA
                         Roll camera!

                                     AC
                         Rolling!

                                     CLAPPER
                         Scene six, take four!

                                     NICK
                         And, action.

               INT. THE SCENE. TAKE FOUR

               The scene begins again. Palomino milks his Close-up for all 
               it's worth.

                                     NICOLE
                         I've always admired you from afar.

                                     PALOMINO
                         Admired? That sounds rather 
                         professional.

                                     NICOLE
                         Well, then: loved. How does that 
                         sound?

               Right on his cue, Palomino walks to the bed. As the camera 
               moves into the 2-shot he begins stroking Nicole's hair with 
               extreme care and concentration.

                                     PALOMINO
                         It sounds like the champagne talking.

                                     NICOLE
                         I've loved you from the moment we 
                         met.

                                     PALOMINO
                         Why didn't you tell me?

                                     NICOLE
                         We were working together. I didn't 
                         want anything to interfere -- God!

               Under the onslaught of escalating hair-stroking, Nicole 
               suddenly jerks her head away hard. Palomino jumps up and 
               begins pacing at the rear of the set.

               INT. THE SET. DAY

                                     NICK
                         Cut!

                                     WANDA
                         That's a cut. Hold the work, going 
                         again, right away.

                                     NICOLE
                         I'm sorry, Nick. I don't know why I 
                         did that. I'm sorry.

               Palomino suddenly stops pacing and addresses Nick with a 
               curtness that is a little startling.

                                     PALOMINO
                         Nick, could I talk to you a second?

               Palomino disappears behind the set, a jerk of his head 
               indicating his wish for Nick to follow him.

                                     WANDA
                         A momentary delay. Everyone stand 
                         by. We're going again, right away.

                                     SOUND
                         Excuse me, Ellen? You were a tad low 
                         on that take.

                                     NICOLE
                         Oh, OK. I'll bring it up. Actually 
                         could I listen to the take before?

               The Sound man gives Nicole his headphones and rewinds the 
               tape recorder for her. The first several lines of the last 
               take are heard through the headphones.

               INT. OFF THE SET. DAY

               Nick follows Palomino behind the set, stopping just beside 
               the fake set window. Palomino whirls on Nick and whispers 
               fiercely.

                                     PALOMINO
                         I'm out of here, man!

                                     NICK
                         What's the matter?!

                                     PALOMINO
                         I like you, but I made a big mistake 
                         taking this part. Have someone call 
                         me a cab.

                                     NICK
                         Wait a second, Chad. Just talk to 
                         me. What's going on!?

                                     PALOMINO
                         I can't act with this woman. I know 
                         she's a friend of yours but I got to 
                         tell you: she cannot act worth a 
                         shit! I'm giving her everything! The 
                         whole thing I just did with the hair; 
                         did you see that? I came up with 
                         that on my own because I thought it 
                         would help her. But no, she's giving 
                         me nothing! I'm out of here.

               INT. THE SET. DAY

               Nicole listens to the last line of the previous take.

                                     PALOMINO
                         God, and all this time I thought...
                              (the muted rustle of 
                              the kiss)

               The Sound man stops the recorder at the end of the take, 
               sets the machine in standby mode, and picks up his crossword 
               puzzle. Nicole is just about to take off the headphones when 
               she realizes she can hear Nick and Palomino talking quite 
               clearly. Glancing up, she sees the Boom man has left his 
               boom leaning against the wall, the mike pointing out the 
               open set window.

                                     PALOMINO (V.O.)
                         Why did you cast her? She sucked in 
                         that Richard Gere movie!

                                     NICK (V.O.)
                         You're right. She is not the best 
                         actress in the world. I see that now 
                         but you've got to help me, Chad. I'm 
                         asking you to please help me here. 
                         We've got to get through this somehow.

               The camera begins a slow DOLLY in to Nicole's astonished 
               face. This will be intercut with a similar DOLLY in to the 
               microphone leaning against the wall, ending in an ECU of the 
               mike.

               INT. OFF THE SET. DAY

               Camera is close on Nick and Palomino.

                                     PALOMINO
                         I'll tell you what this is about, 
                         man. You know why she took a cab 
                         this morning?

                                     NICK
                         Something came up.

                                     PALOMINO
                         No. She was in my hotel room and she 
                         didn't want you to know it. OK? I'm 
                         sorry it had to come out like this 
                         but I told her this morning "thanks 
                         a lot, it was a lot of fun last night 
                         but let's get something straight -- 
                         it was just a one-time deal," and 
                         she didn't want to hear that. She 
                         wanted more, you see what I'm saying? 
                         It's rejection.

               INT. THE SET. DAY

               The camera reveals Nicole now seated in her spot on the bed. 
               She rises as Nick and Palomino reappear and approach her 
               from behind the set.

                                     NICK
                         Nicole, listen...

                                     NICOLE
                         Nick, it's my fault the scene isn't 
                         working. I apologize. Chad, I 
                         apologize to you too. I'm completely 
                         unfocused here and I think you're 
                         absolutely right; what we need to do 
                         is loosen the scene up somehow.

               Nick and Palomino stare at Nicole for a moment.

                                     NICK
                         What would you like to do?

                                     NICOLE
                         I was wondering if we could try 
                         improvising the scene. More along 
                         the lines of what Chad has been doing. 
                         Maybe that would help me find 
                         something.

               Nick's smile of gratitude to Nicole looks almost drug-induced.

                                     NICK
                         That's a fantastic idea. What do you 
                         think, Chad?

                                     PALOMINO
                         Hey, that's the only way I can work. 
                         Let's take it apart, let's cut loose.

                                     NICK
                         Good! And we'll shoot it! Hell, why 
                         not?!

                                     PALOMINO
                         Roll that motherfucking camera, 
                         Wolfie!

                                     WOLF
                         Kiss my ass!

               Although Wolf says this quite loud, Palomino doesn't hear 
               him because he suddenly yells:

                                     PALOMINO
                         Yeah! Let's go!

                                     NICK
                         Alright, now we're making a fucking 
                         movie! Call it, Wanda!

                                     WANDA
                         Going for picture. Lock it up. And 
                         roll sound.

                                     SOUND
                         Speed!

                                     WANDA
                         Roll camera!

                                     AC
                         Rolling!

                                     CLAPPER
                         Scene six, take five!

                                     NICK
                         And, action.

               INT. THE SCENE. TAKE FIVE. THE IMPROV

               Nicole stays seated, though Palomino moves around making a 
               great show of loosening up.

                                     NICOLE
                         I've always admired you from afar.

                                     PALOMINO
                         Have you? That's, wow; that's 
                         incredible. But that sounds kind of 
                         professional doesn't it? Admired?

                                     NICOLE
                         You're right. How does despised sound?

                                     PALOMINO
                         Great!
                              (laughs)
                         What's it mean?

                                     NICOLE
                              (laughs)
                         It's sort of like I think you're a 
                         piece of shit.

               Palomino is somewhat startled by this. He looks to Nick in 
               confusion. Nick silently encourages him to keep going.

                                     PALOMINO
                              (another laugh)
                         That sounds like the champagne 
                         talking.

                                     NICOLE
                         It's not. I really do think you are 
                         a piece of shit.

                                     PALOMINO
                         No, you don't. You love me.

                                     NICOLE
                         The fuck I do. I can't stand looking 
                         at you!

                                     PALOMINO
                         Then I guess I have nothing else to 
                         say.

                                     NICOLE
                         No, I think you have a lot more to 
                         say, Damian.

                                     PALOMINO
                         Well, I am surprised you feel this 
                         way, Ellen. I always thought you 
                         admired --

                                     NICOLE
                         That's not what I meant. You should 
                         tell everyone what you just told 
                         Nick behind the set.

                                     PALOMINO
                         Hey, this isn't part of the scene.

                                     NICOLE
                         Say it anyway: The reason this scene 
                         isn't working is because you and I 
                         slept together last night. Did 
                         everyone hear that?! I fucked Chad 
                         last night!

               Nick and the rest of the crew stand in stunned amazement.

                                     PALOMINO
                         See, Nick! I told you this was about 
                         rejection!

                                     NICOLE
                         You fucking scumbag! You think I 
                         give a rat's ass about you?! I was 
                         there to get laid and even that was 
                         a joke!

                                     PALOMINO
                         You know, you are really starting to 
                         piss me off!

                                     NICOLE
                         Oh, does that mean you're not going 
                         to come wiggle on the bed anymore, 
                         or stroke my hair real soft and 
                         concerned, or kiss me like a soap 
                         opera acting piece of shit!

               Palomino snaps, and lunges for Nicole. She leaps to the other 
               side of the bed.

                                     NICOLE
                         Come on! I'll kick your ass! Come 
                         on!

               Nick steps between Nicole and Palomino.

                                     NICK
                         OK, guys, I think we can stop there.

                                     PALOMINO
                         You bet your ass we can stop! Wanda, 
                         call me a cab!

                                     NICK
                         Hold on, Chad. Let's just try to 
                         calm down.

                                     PALOMINO
                         Fuck you. I'm out of here, man. This 
                         movie is bullshit.

                                     NICK
                         Now wait a second, Chad. There's no 
                         reason for hostility.

                                     PALOMINO
                         Shut up, you fucking loser. The only 
                         reason I took this part was because 
                         someone said you knew Quentin 
                         Tarantino! You're nowhere, man.

                                     NICK
                         Hey, you want to go? Go! I'm sick of 
                         your shit, you hostess twinkie 
                         motherfucker!

                                     PALOMINO
                         What'd you call me?

                                     NICK
                         You heard me.

                                     PALOMINO
                         Say it again.

                                     NICK
                         You hostess twinkie motherfucker!

               Palomino suddenly punches Nick in the stomach, leaving him 
               bent over and gasping for breath. Nicole instantly leaps on 
               Palomino's back and begins pounding her fist on the top of 
               his head. Palomino spins wildly trying to dislodge her as 
               Wanda rushes forward.

                                     WANDA
                         Alright, everyone just stop. Stop! 
                         Stop this right now!

               As she tries to separate Nicole and Palomino, Palomino shoves 
               her hard, knocking her down. Instantly Wolf leaps off the 
               camera and runs up to Palomino.

                                     WOLF
                         Alright, you've asked for it, Chad!

               Palomino suddenly punches Wolf in the teeth, dropping him 
               like a stone.

                                     WANDA
                              (shrieks)
                         Wolf!

               Suddenly Nick staggers to his feet and rushes at Palomino. 
               His momentum knocks all three backwards onto the bed, 
               Palomino's head cracking Nicole in the teeth.

                                     NICOLE
                         Oh, God!

               Nicole rolls free as Nick and Palomino wrestle on the bed. 
               Nick gets Palomino in a vicious headlock and starts pounding 
               his head against the mattress.

                                     NICK
                         You want to pick my brain?! This is 
                         the way I direct hostess twinkie 
                         scumbags like you!

               As Nick continues to pound Palomino's head the Gaffer notices 
               Palomino's eyes are starting to bug out from the pressure of 
               Nick's forearm around his neck. He and the Boom man rush 
               forward and finally manage to pry Palomino free.

                                     NICK
                         Get him out of here! Someone take 
                         him back to his hotel!

               As the Gaffer and Boom man drag off the almost unconscious 
               Palomino, the Scriptgirl takes one faltering step after him.

                                     SCRIPT
                              (sniffling)
                         Chad...

               Suddenly, everything becomes quiet except for Nick's labored 
               breathing and the Scriptgirl's sniffles. Nick leans over and 
               touches Nicole's shoulder.

                                     NICK
                         Are you alright?

                                     NICOLE
                         Don't touch me.

               EXT. DAY. THE STREET OUTSIDE THE SET

               The Gaffer and AC help the still-groggy Palomino into the 
               back of the production van. JEFF, the driver, watches them 
               in sleepy curiosity.

               With Palomino safely propped in a seat, the AC goes back to 
               the set. The Gaffer waits a moment then slips his script out 
               of his back pocket and slaps it into Palomino's motionless 
               hand.

                                     GAFFER
                         It's called "Tsunami." A Japanese 
                         tidal wave hits New York. You've an 
                         ex-Navy S.E.A L. frogman, working 
                         undercover. You save the city. You'd 
                         be perfect for the lead. That's my 
                         number; call me, or I'll call you. 
                         Either way it's been great working 
                         with you, man.

               As Palomino stares at him blankly, the Gaffer slams the door. 
               The car pulls out.

               INT. THE SET. DAY

               Nick and Nicole are sitting up on the bed, alone on the now 
               empty set.

                                     NICK
                         Nicole, I'm sorry. I didn't mean it. 
                         You were great in that Richard Gere 
                         movie.

                                     NICOLE
                         Shut up. You're no different than he 
                         is. You lie, you're deceitful...

                                     NICK
                         I'm not lying. Christ, I tell everyone 
                         how great you are. I've got nothing 
                         but respect and admiration for you.

                                     NICOLE
                         Oh God, now you're doing your own 
                         fucking script.

                                     NICK
                         Well, why do you think I wrote it?!

                                     NICOLE
                         I have no idea!

                                     NICK
                         It's about you. It's about how I 
                         feel about you.

                                     NICOLE
                         Christ, did you get a bump on your 
                         head, Nicky. 'Cause you're talking 
                         like an idiot.

                                     NICK
                         Nicole. I've loved you since the day 
                         we met.

               Nicole sits for a long moment in stunned silence.

                                     NICOLE
                         Why didn't you tell me?

                                     NICK
                         I didn't want anything to get in the 
                         way of us working together.

                                     NICOLE
                         God, and all this time I thought...

               Nick and Nicole move into a shy, trembling, heartfelt kiss.

               INT. HOTEL ROOM. DAWN

               Nicole snaps awake with a jolt. She glances quickly at the 
               clock which reads 4:35. The sound of the shower still running 
               in the bathroom.

                                     NICOLE
                         Oh, God.

               Nicole leaps out of bed and races into the bathroom. As the 
               camera follows her, she closes the bathroom door, right 
               against the lens, turning the image to total BLACKNESS.

               The frame is BLACK. The recognizable clatter and clunk of 
               the FILM CREW is heard. Wanda's voice is prominent.

                                     WANDA
                         Don't go out that door!

               Suddenly a DOOR opens away from camera and the AC stops, a 
               foot away from the lens. Behind him, Wanda and the rest of 
               the crew can be seen through the door, preparing for filming. 
               We see now the door and the plywood walls around it are FAKE.

               INT. THE SET. DAY

                                     AC
                         Why not?

                                     WANDA
                         It's part of the set, goddamnit. Now 
                         go around.

                                     AC
                         Next time. This is an emergency.

               The AC rushes past and a moment later the camera DOLLIES 
               slowly through the fake door toward Wanda pacing near the 
               set camera.

                                     WANDA
                              (into her walkie)
                         Has Ellen showed up yet?

                                     WALKIE
                         ssss... kkkkkrrk.

                                     WANDA
                         Get her into wardrobe right away.

                                     WALKIE
                         ssskk... ssssrrrk?

                                     WANDA
                         No! Scene six; Scene five has been 
                         postponed. I'm not going to say it 
                         again; Mr. Palomino is not working 
                         today. Now where is that smoke 
                         machine!

               INT. SET BUILDING, HALLWAY. DAY

               The AC bursts through a door at the end of the hallway and 
               walks quickly toward the camera. Without knocking he pushes 
               open the bathroom door and suddenly stops short.

                                     AC
                         Oh. Sorry.

               Standing on his tiptoes at the sink, straining to turn off 
               the running faucet is, TITO a DWARF. He is dressed in a sky 
               blue tuxedo with tails. A top hat and white gloves rest on 
               the closed toilet seat. Tito appears extremely annoyed.

                                     TITO
                         What do you want?!

                                     AC
                         I need to use the bathroom. Kind of 
                         an emergency.

                                     TITO
                         Well, fucking knock!!

               Tito grabs his hat and gloves and marches down the hall, the 
               AC staring after him in astonishment.

                                     TITO
                              (muttering)
                         I swear to Christ, one of these days 
                         I'm going to punch somebody in the 
                         balls!

               INT. WARDROBE ROOM. DAY

               Camera is close on Nicole, her eyes clenched shut as a thin 
               white veil is placed on her head. Camera pulls back to reveal 
               SACHIKO, the Costume Designer putting the finishing touches 
               to Nicole's costume, which appears to be an elaborate white 
               wedding gown. Nick stands nearby, smoking.

                                     NICK
                         Just as we pull up to your apartment 
                         Palomino suddenly says he feels so 
                         sick he can't work today.

                                     NICOLE
                         God. Was it something he ate?

                                     SACHIKO
                         Stand up, please.

                                     NICK
                         I don't know.

                                     NICOLE
                         Can he work tomorrow?

                                     SACHIKO
                         Turn around, please.

                                     NICK
                         Don't know that either. But I'm not 
                         worrying about it. I had this dream 
                         last night where I was on the set. 
                         You were in it, and another woman, 
                         someone older. Anyway, everything 
                         was going wrong. The harder I tried 
                         to hold things together the more 
                         they fell apart. And you know what 
                         that dream was telling me, Nicole? 
                         You just got to roll with it. And 
                         that's what I'm doing, I'm rolling 
                         with it. So, we'll just shoot the 
                         Dream Sequence today.

               Just then Tito walks in.

                                     NICK
                         Hey, Tito. You look great, man.

                                     TITO
                         I feel like shit.

                                     NICK
                         No, you look good. Thanks for coming 
                         in on such short notice. This is 
                         Nicole; she's playing Ellen.

                                     NICOLE
                         Hello. Toto, is it?

                                     TITO
                         Tito.

                                     NICOLE
                         Oh, I'm sorry.

                                     NICK
                         Listen, if there's anything I can do 
                         to make you... if you need... uh, 
                         just let me know.

                                     TITO
                         Put a stool in the bathroom.

               Tito walks out, followed immediately by Sachiko, leaving 
               Nicole alone with Nick.

                                     NICK
                         Did I just offend him?

                                     NICOLE
                         What did you say?

                                     NICK
                         "Short notice?"

                                     NICOLE
                         Come on; that was nothing. I'm the 
                         one who called him "Toto." Jesus, 
                         I'm out of it. I dreamt I was on the 
                         set last night too.

                                     NICK
                         Oh yeah?

                                     NICOLE
                         Yeah. You were in the dream.

                                     NICK
                         Was I freaking out?

                                     NICOLE
                         Actually, you were.

                                     NICK
                         That's great: I freak out in my dream; 
                         I freak out in your dream. No wonder 
                         I'm fucking exhausted.

                                     NICOLE
                         Nick...

                                     NICK
                         Yeah?

               Nicole stares at Nick for a long moment then smiles briefly 
               and turns away.

               INT. A CORNER OF THE SET. DAY

               A dented, ancient smoke machine squats forlornly in the middle 
               of the set. WOLF (with eyepatch), the GAFFER, AC, BOOM MAN, 
               and the SOUND MAN stand around it, scrutinizing it intently. 
               Wolf seems in an unusually good mood.

                                     WOLF
                         Alright, guys; special effects today. 
                         Could be fun. Who knows how to work 
                         this baby?

                                     GAFFER
                         It's the old T-160. I used it once 
                         in '85.

                                     AC
                         Damn. '85.

                                     WOLF
                         What's this?

                                     GAFFER
                         That's where the gas goes.

                                     BOOM
                         No, that's where the oil goes.

                                     GAFFER
                         Is it?

                                     BOOM
                         I think so.

                                     GAFFER
                         You're right. It's coming back now.

                                     WOLF
                         I'm going to let you handle this 
                         one, Bob. This is your baby. And 
                         Les, if he needs help you give him a 
                         hand. OK, guys? We're all working 
                         together today.

               Wolf walks off. The Gaffer kneels to inspect the smoke machine 
               closer.

                                     GAFFER
                         Yup, all coming back now. Like riding 
                         a bike. T-160, 1985. 1985, T-160.

                                     AC
                         Way to go, Bob.

               INT. THE SET. NEAR THE CAMERA

               Wanda stands alone by the camera, looking around at the 
               bustling crew like a battalion commander watching her troops 
               in battle. Nick approaches her.

                                     NICK
                         How are we doing, Wanda?

                                     WANDA
                         Not good, Nick. Not bad, but not 
                         good. We need to finish this scene 
                         and do Scene thirty-one today.

                                     NICK
                         Scene thirty-one?! I left my notes 
                         for Scene thirty-one at home! I didn't 
                         know we were --

                                     WANDA
                         Nick, Nick. I'll send someone to 
                         your apartment to pick them up. Now, 
                         relax.

                                     NICK
                         Oh, OK. Send somebody to my apartment 
                         to pick them up; it's the red 
                         notebook, under the bed.

                                     WANDA
                         It's taken care of, Nick.

                                     NICK
                         Good. Great. Good.

               Nick walks off quickly, muttering to himself. A moment later 
               Wolf strolls up to Wanda.

                                     WOLF
                         We're all lit, the smoke machine is 
                         under control; we're ready to go.

                                     WANDA
                              (hard)
                         What about the dolly?

                                     WOLF
                         Just need to see a run-through and 
                         we're all set. I'm going to make 
                         your job easy today, Wanda. Wandaful.
                              (he slips his arm 
                              around her)
                         Mmm, I'm glad you wore that perfume. 
                         And don't worry about Palomino; I'll 
                         take you to a jazz club tonight.

                                     WANDA
                         Oh, I can't make it. I have to go 
                         see Chad; he's extremely ill.

                                     WOLF
                         Oh, by the way my eye's much better.

                                     WANDA
                         Listen, Wolf, this may not be the 
                         best time to say this but our 
                         relationship is going nowhere.

                                     WOLF
                         What do you mean?

                                     WANDA
                         Please, don't take it personally. 
                         Because I care for you, Wolf, I really 
                         do. But I've had this feeling for 
                         quite a while and I think it's time 
                         we ended it. OK?

                                     WOLF
                              (pause)
                         OK.

                                     WANDA
                         I think it's better.

                                     WOLF
                         So do I.

                                     WANDA
                         Well, good. Still friends?

                                     WOLF
                         Sure.

                                     WANDA
                         Great, cause we still have to work 
                         together and there's no reason it 
                         has to be unpleasant. Give me a hug.

               Wanda and Wolf move into an extremely wooden embrace.

                                     WANDA
                         You're a real special guy, Wolf.

                                     WOLF
                         Thanks.

               Wanda slips Wolf a tender smile then walks away.

                                     WANDA
                              (into her walkie)
                         OK, let's get the A Team in please! 
                         Nick, Ellen, Mr. Tito!

               INT. THE SET. DAY

               Nick is working with the crew and the actors. The set consists 
               of two flats (one with the fake door) joined to make a corner. 
               The flats are painted fire-engine red.

                                     NICK
                         OK, here's the shot. We start wide 
                         with Ellen standing absolutely still 
                         right in the middle of the frame. 
                         You got that, Wolf?

                                     WOLF
                         Yeah.

                                     NICK
                              (notices eyepatch)
                         What happened to your eye?

                                     WOLF
                         Nothing. It's a little sensitive 
                         today.

                                     NICK
                         Can you see?

                                     WOLF
                              (snaps)
                         Of course I can see!

               For a moment Nick looks like he might snap back at Wolf but 
               he draws a deep breath and continues.

                                     NICK
                         OK, Ellen is standing there. The 
                         smoke is flowing in and: Ellen's 
                         line.

                                     NICOLE
                         I am so hungry.

                                     NICK
                         Good, Tito, that's your cue.

               The fake door opens and Tito enters wearing his top hat and 
               carrying a golden apple in his gloved hands.

                                     NICK
                         You walk around her once, hold the 
                         apple out, that's right; just beyond 
                         her reach. You're staring at her 
                         hard. Harder, good. Then stop right 
                         here. Can we get a mark, please?

               The AC moves up to Nick and places a piece of yellow tape on 
               the floor. CU the yellow tape.

                                     NICK
                         Then we dolly in to Tito's Close-up. 
                         Alright, Wolf?

                                     WANDA
                         It should be hand-held.

                                     NICK
                         No, I think it's better on the dolly.

                                     WOLF
                         Whatever.

                                     NICOLE
                         Nick, do I see him?

                                     NICK
                         No, just the apple. And Tito, right 
                         after we dolly in give me a little 
                         laugh there.

                                     TITO
                         A little laugh?

                                     NICK
                         Big, little; anything you feel like 
                         doing. OK? Good. Let's shoot one. 
                         Call it, Wanda.

                                     WANDA
                         OK, here we go. Camera back to One. 
                         Action on the smoke.

               The Gaffer turns on the smoke machine which emits a pathetic 
               wisp of smoke that immediately dissipates.

                                     WANDA
                         And roll sound.

                                     NICK
                         Hold it, Wanda. Can we get a little 
                         more smoke? Is that possible?

                                     GAFFER
                         Oh, sure.

               The Gaffer adjusts a knob and another thin puff of smoke 
               wheezes out.

                                     NICK
                         Good. Call it, Wanda.

                                     WANDA
                         Going for picture. Lock it up. And 
                         roll sound.

                                     SOUND
                         Speed!

                                     WANDA
                         Roll camera!

                                     AC
                         Rolling!

                                     CLAPPER
                         Scene six, take one!

                                     NICK
                         And, action.

               INT. THE DREAM. TAKE ONE. DAY

               Nicole stands motionless in the middle of the empty set. Her 
               white wedding gown stands out sharply against the deep red 
               walls. A sad shred of smoke drifts by her head.

                                     NICOLE
                         I am so hungry.

               Tito opens the door and walks in, staring hard at Nicole. 
               His sky-blue tuxedo gleams in the rich light. He walks around 
               her in a circle holding the golden apple just beyond her 
               reach. He stops on his mark and the camera dollies into a CU 
               of him. He doesn't laugh. Nick watches this for a moment in 
               intense concentration.

               INT. THE SET. DAY

                                     NICK
                         And... cut.

                                     WANDA
                         That's a cut. Nick; comments?

                                     NICK
                         Yeah, just a couple. I thought that 
                         was uh... good. Tito, that was very 
                         good, man, really. You didn't feel 
                         like laughing?

                                     TITO
                         I laughed.

                                     NICK
                         Oh, OK; I guess I missed it. You 
                         could make it bigger if you want. 
                         And Ellen, maybe just a little more 
                         tension when you see him.

                                     NICOLE
                         I thought I didn't see him.

                                     NICK
                         Right, maybe you see him a little 
                         bit.

                                     NICOLE
                         Alright, I'm confused. Do I see him 
                         or not?

                                     NICK
                         You see him.

                                     NICOLE
                         OK, what is the tension? Who is Toto?

                                     TITO
                              (hard)
                         It's Tito.

                                     NICOLE
                              (alarmed)
                         What did I say?

                                     TITO
                         Toto.

                                     NICOLE
                         Oh, God. I'm sorry, Tito. I don't 
                         know why I'm doing that. I'm really 
                         sorry.

                                     NICK
                         Ellen, come on now; concentrate. 
                         Remember; you're marrying Damian 
                         tomorrow. You're a little anxious. 
                         You have this dream. Let's call it 
                         an Anxiety Dream, and Tito represents 
                         the anxiety.

               CU Tito looking none too happy about this representation.

                                     NICK
                         OK? It seems pretty simple.

                                     NICOLE
                         Let's just try it.

                                     NICK
                         Good. And Bob, let's really have 
                         some smoke on this one.

                                     GAFFER
                         OK, more smoke.

                                     WOLF
                         I still think it should be hand-held.

                                     NICK
                         Yeah, well, I don't want it hand-
                         held. I want it on the dolly. Where's 
                         my notebook, Wanda?

                                     WANDA
                         On it's way, Nick.

                                     NICK
                         Good. Call it, Wanda.

                                     WANDA
                         Lock it up. Going for picture. And 
                         roll sound.

                                     SOUND
                         Speed!

                                     WANDA
                         Roll camera!

                                     AC
                         Rolling!

                                     CLAPPER
                         Scene six, take two!

                                     NICK
                         And, action.

               INT. THE DREAM. TAKE TWO

               Nicole stands motionless as a few more emaciated puffs of 
               smoke hang in the air.

                                     NICOLE
                         I am so hungry.

               Tito enters, walks around her holding the apple just beyond 
               her reach then moves to his mark. The camera dollies into a 
               CU. He does not laugh.

               INT. THE SET. DAY

                                     NICK
                         Cut.

                                     WANDA
                         That's a cut. Going again, Nick?

                                     NICK
                         Yes.

                                     WANDA
                         Going again, please stand by.

                                     NICK
                         OK, Ellen, good. You're on to 
                         something there.

                                     NICOLE
                         No, something's not right. It all 
                         feels fake to me.

               Nick's tone with Nicole suddenly takes on an almost 
               imperceptible edge, tinged with annoyance.

                                     NICK
                         Well, it's not fake; it's real. Just 
                         remember, you really want the apple. 
                         Tito, I still think we could see 
                         more of a laugh at the end.

                                     TITO
                         What kind of laugh?

                                     NICK
                         Just a laugh.

                                     TITO
                         Show me.

                                     NICK
                         Oh, OK. A laugh. I'm thinking maybe 
                         like this. Ha ha ha ha ha ha ha.

               Everyone watches Nick demonstrate the laugh. He seems unaware 
               he resembles a drunken, slightly annoyed idiot.

                                     NICK
                         Something like that. OK? And remember, 
                         Tito, this is a dream. Not everything 
                         has to make sense. A laugh right 
                         there heightens our sense of... of...

                                     TITO
                         Anxiety.

                                     NICK
                         Exactly. Wolf, how was that for you?

                                     WOLF
                         I still think it should be hand-held.

                                     NICK
                              (snaps)
                         Well, God damn it! It's not going to 
                         be! It's on the dolly so just forget 
                         about it!

               There is a strained moment of silence on the set as everyone 
               witnesses this rebuke.

                                     NICK
                         And Bob, what the fuck is that smoke? 
                         Might as well get a couple hamsters 
                         in here blowing smoke rings for 
                         Christ's sake.

                                     GAFFER
                         The septic valve wasn't open. I got 
                         it now. We're going to see some smoke 
                         now.

                                     NICK
                         Alright, let's try another take.

                                     WANDA
                         And, lock it up.

                                     WOLF
                         Nick, could I talk to you for a 
                         minute?

                                     NICK
                         What?!

                                     WOLF
                         In private.

                                     NICK
                              (sighs in exasperation)
                         Alright.

               Nick follows Wolf off the set.

                                     WANDA
                         Release the lock-up. Everyone stand 
                         by.

                                     GAFFER
                         We'll see some smoke now.

                                     AC
                         Way to go, Bob.

               INT. A CORNER. DAY

               As soon as Wolf and Nick reach the darkened corner, Wolf 
               whirls to face Nick.

                                     WOLF
                         I really don't like being spoken to 
                         like that, Nick!

                                     NICK
                         Yeah, well I don't like your attitude!

                                     WOLF
                         I don't have an attitude!

                                     NICK
                         The hell you don't! Every time I ask 
                         you to do something all I get is No, 
                         No, No and I'm sick of it! I hired 
                         you to do a job; if you're not going 
                         to do it you better let me know right 
                         now!

               Wolf is about to yell back at Nick when suddenly he stops 
               and lets out a deep, painful sigh.

                                     WOLF
                         I'm sorry, Nick. I'm going through 
                         some heavy shit.

                                     NICK
                         What do you mean?

                                     WOLF
                         I can't really go into it. It's pretty 
                         heavy.

                                     NICK
                         Personal?

               Wolf makes a slight motion with his head toward Wanda who is 
               standing some distance away watching them. Seeing the two 
               men looking at her Wanda shoots them a hard glare which 
               prompts Wolf and Nick to turn away quickly.

                                     WOLF
                         Personal, professional, emotional. 
                         It's doing a number on me. And now 
                         you're telling me you're going to 
                         fire me.

                                     NICK
                         I didn't say that, Wolf. Come on, 
                         I'm not going to fire you. You're 
                         doing a great job here.

                                     WOLF
                         Am I?

                                     NICK
                         Yeah, I don't know what I'd do without 
                         you, man. You've got a great eye. I 
                         just hope it's not the one under 
                         that eyepatch.

               Nick lets out a tense, strained laugh but Wolf's only response 
               is to stare back at him sadly.

                                     NICK
                         Listen, Wolf. Let me tell you one 
                         thing I've learned; sometimes you 
                         just have to roll with things. You 
                         know?

                                     WOLF
                         You're right.

                                     NICK
                         Roll with it, man. You'll be OK.

               Wolf lets out another deep sigh.

                                     WOLF
                         Thanks, bro.

               INT. A CORNER OF THE SET. DAY

               The Gaffer, Boom man, and AC kneel around the smoke machine. 
               A can of gas and a quart of oil stand beside them.

                                     BOOM
                         That's where the oil goes.

                                     GAFFER
                         No, that's where the gas goes.

                                     BOOM
                         I'm tellin' you, Bob. That's where 
                         the oil goes.

                                     SOUND
                         Lester, don't you think Bob knows 
                         where the oil goes?!

                                     GAFFER
                         I don't remember using oil in '85.

                                     AC
                         Maybe both the oil and gas go in 
                         there?

               The Gaffer and Boom man turn and look at the AC for a long 
               moment.

                                     BOOM
                         I think he's right.

                                     GAFFER
                         I think he is too. OK, three parts 
                         gas, one part oil.

               The Gaffer and Boom man pour liberal amounts of gas and oil 
               into the T-160.

               INT. THE SET. DAY

               Nick rushes up to his position by the camera.

                                     NICK
                         Is my notebook here yet, Wanda?

                                     WANDA
                         Any minute, Nick.

                                     NICK
                         Good. Call it, Wanda.

                                     WANDA
                         Going for picture. Lock it up. And 
                         roll sound.

                                     SOUND
                         Speed!

                                     WANDA
                         Roll camera!

                                     AC
                         Rolling!

                                     CLAPPER
                         Scene six, take three!

                                     NICK
                         And, action.

               INT. THE DREAM. TAKE THREE

               Nicole stands motionless in her white wedding dress, looking 
               genuinely alarmed, possibly because of the huge clouds of 
               smoke now spewing out of the panting smoke machine.

                                     NICOLE
                         I am so hungry.

               Tito enters, stares at her hard and walks around her in a 
               circle holding the apple just beyond her reach. The smoke is 
               so thick both of them are barely visible. Just as Tito gets 
               to his mark the smoke machine backfires with a tremendous 
               explosion and begins filling the room with dense, blinding 
               smoke.

               INT. THE SET. DAY

               The smoke blanks out the entire frame. Frantic shouts are 
               heard from unseen bodies.

                                     NICK
                         Cut! Cut! Cut!

                                     WANDA
                         Turn it off! Turn it off!

                                     GAFFER
                         I can't find the switch!

                                     WOLF
                         Pull the plug! Bob! Pull the plug!

                                     WANDA
                         Open the door! Get some water!

                                     GAFFER
                         I got it! I got it!

               The smoke machine emits a loud hiss and dies, filling the 
               room with sudden silence. Slowly the smoke begins to clear 
               as the crew moves around muttering and coughing.

                                     WANDA
                         Clear the set! Ellen! Tito! Please 
                         step off the set!

                                     TITO (V.O.)
                         I'm off the set!

                                     NICOLE (V.O.)
                         So am I.

                                     WANDA
                         Then who is that? Who is that? Please 
                         step off the set!

               A pair of fuzzy-slippered feet enter the smoky frame. The 
               camera BOOMS up, passing over a woman's bare shins, a 
               flowered, blue silk housecoat until finally coming to rest 
               on the pleasantly smiling face of CORA. This is the same 
               woman who played Ellen's Mother in Part One; she is dressed 
               exactly the same as she was in their scene. The camera pulls 
               back to reveal JEFF the Intern standing nervously beside her 
               with a red notebook in his hands.

                                     CORA
                         Hi, Nicky.

               Nick gapes in utter astonishment.

                                     NICK
                         Mom!

               INT. THE SET PRODUCTION OFFICE. DAY

               Wanda speaks urgently into the phone while Nicole stands 
               beside her. Jeff (still wearing his hat) waits at a distance 
               clutching Nick's red notebook.

                                     WANDA
                         Cora Reve, R-E-V-E. Blue housecoat, 
                         blue slippers. How do I know? Because 
                         she's sitting ten feet away from me. 
                         Well sweetheart, that's going to be 
                         a real fucking problem.

               Nicole turns away and walks past Jeff to the Craft Service 
               table.

                                     JEFF
                         She was waiting outside Nick's 
                         apartment when I went to pick up his 
                         notebook. She said she was looking 
                         for him so I figured I should just 
                         bring her up here. You look really 
                         pretty in that dress.

               Nicole nods politely then looks to the Makeup corner where 
               Nick sits talking earnestly to his mother.

               INT. MAKEUP CORNER

                                     NICK
                         How did you get here?

                                     CORA
                         I took a bus in; went right to your 
                         apartment.

                                     NICK
                         How did you get out of your room?

                                     CORA
                         Oh, I just went right through the 
                         door.

                                     NICK
                         It was unlocked!?

                                     CORA
                         No, it was locked. I just went through 
                         it. It's something I've learned to 
                         do, Nicky. I can walk through just 
                         about anything; like air.

                                     NICK
                         Mom, you've got to stop doing this. 
                         I'm serious. I'm a little upset with 
                         you. You could have gotten lost, or 
                         hurt.

                                     CORA
                         I wanted to see you. I've missed 
                         you.

                                     NICK
                         I know, Mom; I've missed you too. 
                         But it's not really a good time.

               Nicole approaches, holding up the hem of her wedding gown. 
               There is a subtle tension smoldering between her and Nick.

                                     NICOLE
                         They're sending a car. It should be 
                         here in a couple of hours. They didn't 
                         even know she was gone.

                                     NICK
                         Jesus, I don't believe this.

                                     CORA
                         I'm sorry, Nick. If I knew there was 
                         going to be a wedding I would have 
                         worn my fucking hat.

               INT. THE SET. DAY

               The camera holds on Tito pacing slowly, alone on the set. He 
               is smoking fiercely, holding his top hat with one hand. 
               Suddenly he begins laughing in a loud, stage bellow.

               INT. A CORNER OF THE SET. DAY

               Nick sets a chair for his mother and helps her sit down. 
               Nicole joins Tito on the set and talks quietly to him.

                                     NICK
                         There. How's that, Mom? Can you see?

                                     CORA
                         Is the little fellow going to do 
                         gymnastics?

               Tito glances up at her quickly.

                                     NICK
                         Shhhh! No. Now come on, Mom. You've 
                         got to be quiet. Absolutely quiet. 
                         OK?

                                     CORA
                              (whispers)
                         OK.

               INT. THE SET. NEAR THE CAMERA. DAY

               Wanda and Wolf stand beside each other in tense, awkward 
               silence for a long moment.

                                     WANDA
                         How are you doing?

                                     WOLF
                         Good; real good.

               Wolf looks as if he's about to burst into tears as Nick walks 
               up.

                                     NICK
                         How's the smoke machine?

                                     WANDA
                         It's dead, Nick. I've got calls out 
                         to every Effects house in the city 
                         but I just can't seem to locate --

                                     NICK
                         Forget it. We'll shoot without it.

                                     WANDA
                         But Nick, it's a Dream Sequence.

                                     NICK
                         That's the way it goes, Wanda. We're 
                         just going to have to roll with it. 
                         Nothing else we can do. We've got to 
                         roll with it, right, Wolf?

               Wolf meets Nick's eyes and gives an extremely melancholy 
               nod. Nick turns to address Nicole and Tito and the edge 
               immediately slips back into his voice.

                                     NICK
                         OK, here we go. Ellen, you've got to 
                         keep reaching for that apple. I don't 
                         feel that you really want it. I mean, 
                         Christ, how many times do I have to 
                         tell you!

               Nicole glares at Nick for a moment then abruptly turns and 
               walks off the set. Nick stares after her in confusion then 
               quickly follows her.

                                     WANDA
                         Everyone stand by. Nobody move. Going 
                         again, right away.

               EXT. STREET. NYC. DAY

               Nicole stands with her back to the camera as Nick strides up 
               to her with impatience.

                                     NICK
                         Alright, Nicole. What's the matter?

                                     NICOLE
                         You tell me! You're the one with the 
                         bug up your ass!

                                     NICK
                         Now wait just a second!

                                     NICOLE
                         You've been picking on me all day! I 
                         can't do anything right!

                                     NICK
                         I'm sorry if I was short with you, 
                         Nicole, but I think you can see I'm 
                         under a little pressure here. I'm 
                         shooting a Dream Sequence without a 
                         smoke machine, my mother's out there 
                         thinking she's at a circus wedding 
                         and you tell me the whole movie seems 
                         fake!

                                     NICOLE
                         I never said that!

                                     NICK
                         You did too. You said, "Everything 
                         feels fake."

                                     NICOLE
                         I meant me! I feel fake! Everything 
                         I'm doing feels fake. I can't act. I 
                         should just do shower scenes in 
                         Richard Gere movies for the rest of 
                         my life!

                                     NICK
                         Nicole, that's ridiculous. You're a 
                         fantastic actress. All you have to 
                         do is show me you want that apple 
                         more than anything else in the world; 
                         don't give up. Understand? You cannot 
                         give up.

                                     NICOLE
                         OK.

               Suddenly Wanda yells out.

                                     WANDA
                         Ready, Nick?!

                                     NICK
                         Ready!

               INT. THE SET. DAY

               Nick rushes back onto the set.

                                     NICK
                         OK, here we go. Everybody focus, 
                         concentrate. And Tito, we're still 
                         looking for that little laugh, pal. 
                         OK? Call it, Wanda!

                                     WANDA
                         Picture's up. There will be no smoke 
                         in this scene. No smoke. No smoke in 
                         the Dream Sequence. And roll sound.

                                     SOUND
                         Speed!

                                     WANDA
                         Roll camera!

                                     AC
                         Rolling!

                                     CLAPPER
                         Scene six, take four!

                                     NICK
                         And, action.

               INT. THE DREAM. TAKE FOUR. DAY

               Nicole stands motionless in her wedding gown.

                                     NICOLE
                         I am so hungry.

               Tito walks in, stares at her hard, then walks around her 
               once with the golden apple just beyond her outstretched hands. 
               He stops and the camera dollies into his CLOSE-UP. Nick 
               watches in hopeful expectation. He waits and waits but Tito 
               does not laugh.

               Just then the door in the rear set wall opens and Cora steps 
               in, looking oddly puzzled.

                                     CORA
                         Oh, I thought this was the TV room.

               INT. THE SET. DAY

                                     NICK
                         Cut!

                                     WANDA
                         That's a cut. Going again, right 
                         away.

               INT. OFF THE SET. DAY

               Nick escorts his mother back to her chair.

                                     NICK
                         Mom, listen to me. I don't want you 
                         to move from this chair. Do you 
                         understand?

                                     CORA
                         Oh Jesus, you sound just like your 
                         father...

                                     NICK
                         Mom, I'm serious.

                                     CORA
                         OK, OK. I won't move.

                                     NICK
                         Thank you.

               INT. THE SET. DAY

               Nick walks back on the set and addresses Nicole and Tito.

                                     NICK
                         OK, good. Very good.
                              (laughs)
                         Tito, I think we're having a little 
                         communication problem here. All I 
                         want you to do is laugh. OK?

                                     TITO
                         Why?

                                     NICK
                         I told you why.

                                     TITO
                         Tell me again.

               INT. OFF THE SET. DAY

               Wolf (still wearing his eyepatch) walks over and sits quietly 
               in a chair beside Cora. He does not speak to her and gazes 
               blankly out at Nick, Tito, and Nicole on the set some distance 
               away. Cora however stares at the side of his head with such 
               intensity Wolf can't help but turn to her.

               Cora still doesn't take her eyes off him and in fact stares 
               even more intently into his eye.

               Wolf glances away for a moment then looks back. Cora continues 
               to stare at him. Suddenly, his eye is full of tears. Cora 
               watches in rapt silence. Wolf is crying openly now. Cora 
               reveals no hint of emotion as she reaches out and gently 
               lifts the eyepatch off of his eye. A tight smile of 
               satisfaction creases her lips as a tiny pool of tears is 
               released, streaming quickly down Wolf's cheek. No one sees 
               this.

               INT. THE SET. DAY

               Nick paces tensely in front of Nicole and Tito.

                                     NICK
                         Look, Tito. It's not that big a deal. 
                         It's a dream, alright. Strange things 
                         happen in a dream. All you have to 
                         do is laugh. Why is that such a 
                         problem?

                                     TITO
                         Why does it have to be a dwarf?

                                     NICK
                         What?

                                     TITO
                         Why does my character have to be a 
                         dwarf?

                                     NICK
                         He doesn't have to be a dwarf.

                                     TITO
                         Then why is he?! Is that the only 
                         way you can make this a dream; put a 
                         dwarf in it?

                                     NICK
                         No, Tito; that's not --

                                     TITO
                         Have you ever had a dream with a 
                         dwarf in it?! Do you know anyone 
                         who's had a dream with a dwarf in 
                         it? NO! I don't even have dreams 
                         with dwarves in them! The only place 
                         I've seen dwarves in dreams is in 
                         stupid movies like this! Make it 
                         weird; put a dwarf in it. Everyone 
                         will go "whoa whoa whoa, must be a 
                         dream, there's a fucking dwarf in 
                         it!" Well, I'm sick of it. You can 
                         take this Dream Sequence and shove 
                         it up your ass!

               Tito hurls his top hat and gloves to the floor and walks 
               out. Everyone stares at Nick who is frozen in stunned silence. 
               Finally Wanda approaches him hesitantly.

                                     WANDA
                         Nick?
                              (no response)
                         I can get right on the phone. We'll 
                         try to get another... small person 
                         here as soon as possible.

                                     NICK
                         No. He's absolutely right.

               Nick sighs heavily and sinks to sit on the dolly in silence. 
               Wolf appears behind him, still wiping his eyes.

                                     WOLF
                         You want to just shoot Ellen, Nick? 
                         She could be in the dream by herself.

                                     NICK
                         No. We're not going to shoot anything. 
                         I'm sorry. Thanks for all your help, 
                         but it's over. I can't take it 
                         anymore. I tried to roll with it but 
                         it's time to face the music; I can't 
                         do this. I am not a director. The 
                         shoot is over. I give up.

               Nick's speech has the simple eloquence of truth; he is not 
               bitter or self-pitying. He seems unaware of how disturbing 
               this is to the crew. They all stand around him in shock, 
               afraid to move or speak. Finally Wolf turns to the AC and 
               puts his hand on his shoulder, like a father to his young 
               son.

                                     WOLF
                         Take the camera off the dolly. Start 
                         putting it away.

               Everyone watches the AC unfasten the camera in silence. Nicole 
               stands alone on the set in her wedding dress, still holding 
               the golden apple. Her face is frozen in dismay. Suddenly 
               CORA comes through the set door and marches up to Nicole.

                                     CORA
                         Give me that apple!

               At the sound of his mother's voice, Nick looks up. He sees 
               her snatch the apple from Nicole's hand and march back out 
               the door, closing it behind her.

                                     CORA
                              (behind the door)
                         I'm ready, Nick!

               INT. BY THE CAMERA. DAY

               Nick gets up slowly and whispers intensely to Wanda, Wolf, 
               and the rest of the crew.

                                     NICK
                         Roll camera. Roll sound. Let's go. 
                         Right away.

               Wolf grabs the camera and puts it on his shoulder (hand-held) 
               as the rest of the crew moves quickly and silently into 
               position. On a terse signal from Nick the camera starts 
               rolling.

               INT. THE SET. THE DREAM. DAY

               Nicole takes the silent "action" cue from Nick.

                                     NICOLE
                         I am so hungry.

               Right on cue Cora walks through the door, holding the golden 
               apple out in front of her. She circles Nicole with 
               determination, seemingly oblivious to Nick and the rest of 
               the crew hovering behind Wolf as he begins following her 
               with the hand-held camera. Wolf is now in his element; gliding 
               like Nureyev with the camera. When he pans suddenly with 
               Cora the whole crew ducks wildly and dives out of camera 
               range.

               Cora finally stops circling Nicole and stops abruptly. 
               Suddenly she raises the apple right out in front of Nicole. 
               Wolf glides forward with the camera, framing an amazing CU 
               of the apple with Nicole seen behind it. Nicole reaches out, 
               grabs the apple and takes a huge, resounding bite out of it.

               CU Nick's face, eyes wide in anxious delight.

               Cora takes one step forward. CU her fuzzy slippers stopping 
               right on the yellow tape mark. Cora waits momentarily until 
               Wolf has reframed both her and Nicole, then lets out a huge 
               laugh.

               INT. THE SET. DAY

                                     NICK
                         And cut!!

               General mayhem erupts on the set.

                                     NICK
                         Wolf, talk to me, man! Did you get 
                         it?

                                     WOLF
                         Got it, Nick! Everything!

                                     NICK
                         The Close-up?

                                     WOLF
                         Perfect. See? That's what I meant 
                         about going hand-held!

                                     NICK
                         You're a genius, man! What about the 
                         focus?!

                                     AC
                         Nailed it.

                                     WOLF
                         Fuckin' A!

               Wolf slaps the AC's palm, then the Gaffer's standing right 
               beside him. He turns gleefully to the next person but seeing 
               it is Wanda he rigidly turns away.

                                     WANDA
                         Going again, Nick?

                                     NICK
                         How was the sound?

                                     SOUND
                         I could use another but definitely 
                         acceptable.

               Nick runs up to his mother and throws his arms around her. 
               Nicole stands beside him.

                                     NICK
                         Mom, you kook! That was incredible! 
                         Did you know we were filming?

                                     CORA
                              (testily)
                         Of course I knew you were filming.

                                     NICK
                         You were great, you're a natural. 
                         And Nicole, that was beautiful. Don't 
                         you dare tell me that felt fake.

               Suddenly, on an impulse surprising both of them, Nick and 
               Nicole embrace. Just then Wanda steps up.

                                     WANDA
                         Going again, Nick?

                                     NICK
                         Oh, hold on. Let me think a second.

               The set grows suddenly quiet as Nick begins pacing rapidly, 
               muttering to himself.

                                     NICK
                         Can I use it for the Dream Sequence, 
                         that's the question. Does it work 
                         for the Dream Sequence?

               Nick suddenly looks up and sees everybody staring at him; 
               Nicole in her wedding gown, Wolf with his eyepatch, his mother 
               still eating the apple, Wanda, the crew.

                                     NICK
                         We're going with it, Wanda!

                                     WANDA
                         Alright everyone, listen up. That is 
                         a wrap on Scene Six.

               The set erupts in applause.

                                     SOUND
                         Hold it! Hold it! Hold it!

                                     WANDA
                         What?!

                                     SOUND
                         I need to record room tone. I'll 
                         need thirty seconds of silence.

                                     WANDA
                         Oh, alright! Quiet. Quiet! Shut up!! 
                         Thirty seconds of room tone. The 
                         sooner you're quiet the sooner we're 
                         done.

                                     CORA
                              (whispers to Nick)
                         What's room tone?

                                     NICK
                         It's for the sound, Mom. We just 
                         have to be quiet.

               At that moment a door opens at the rear of the set and a 
               DOCTOR and NURSE enter. The Nurse carries an extra overcoat. 
               Jeff, the Driver, turns and sternly whispers for them to be 
               quiet.

                                     WANDA
                         And roll sound. Nobody move.

                                     SOUND
                         Speed.

               INT. THE SET. DAY

               The camera is wide, showing the entire set, actors, and crew. 
               Everyone stands in perfect silence, as motionless as statues. 
               As the silence continues the mood on the set gradually 
               changes. One by one people drift into their own private worlds 
               of reflection.

               MS the Sound man, alternately watching his recorder and his 
               stopwatch. Behind him the Boom man holds the mike in position 
               to record general ambiance while staring off into the 
               distance.

               CU the tape recorder spinning in quiet precision.

               CU the stopwatch, its giant second hand showing five seconds 
               have passed.

               MS Nick standing next to his mother who drapes one arm 
               casually over Nick's shoulder. Nick glances up and sees Nicole 
               beside him, absorbed in her own thoughts. Suddenly she looks 
               up and her eyes meet Nick's. She slips him the barest hint 
               of a smile.

               The camera DOLLIES slowly through the standing, silent group, 
               passing over faces in different degrees of thought.

               CU the Sound man's stopwatch, the giant second hand showing 
               ten seconds have passed.

               MS Nick. He is so immersed in thought he looks at no one. 
               The camera slowly DOLLIES into a CU of him.

               INT. AN AWARDS CEREMONY

               CHAD PALOMINO stands at a gleaming podium, looking radiant 
               in an immaculate tuxedo. He holds an envelope in his hands.

                                     CHAD
                         We have a new category this year: 
                         Best Film Ever Made by a Human Being. 
                         And the winner is none other than my 
                         Best Bud, Nick Reve!

               Amid thunderous applause Nick bounds on the stage and accepts 
               an Oscar from Chad. He stands grinning like an idiot as the 
               applause continues.

               INT. THE SET. DAY

               MS Nick, still wrapped in thought, his lips starting to form 
               the same idiotic smile. MS Nicole. The camera DOLLIES slowly 
               into her face, now tinged with a slight uneasiness.

               INT. A CHEAP RESTAURANT

               Wide shot at the counter. Nicole stands facing a large bald 
               man with his back to the camera. She is wearing a cheap pink 
               waitress uniform and has her hair under a hairnet.

                                     MAN
                         Had any experience?

                                     NICOLE
                         I was an actress for a while.

               She pulls her headshot out of her shoulder bag and hands it 
               to the man with a hopeful smile. He flips over the headshot 
               and looks at her credits with confused annoyance.

                                     MAN
                         Yeah, but can you cook a hamburger?

                                     NICOLE
                              (doubtfully)
                         Probably.

               INT. THE SET. DAY

               MS Nicole. She jerks her head slightly in response to this 
               moment of thought.

               CU the stopwatch, showing fifteen seconds have passed.

               MS Wolf. The camera begins a slow DOLLY into his CU.

               INT. WANDA'S APT. DAY

               Wolf stands like Thor in the middle of the Red Set, his arms 
               crossed over his chest, his jaw set in determination. Smoke 
               billows around him. At his feet, dressed in Nicole's wedding 
               gown, Wanda sobs hysterically.

                                     WANDA
                         Wolf, I'm sorry! Please forgive me! 
                         I love you, Wolf! Please! Give me 
                         one more chance. Let me prove it! I 
                         love you! I love you, Wolf!

               Wolf remains unmoved for a long moment. Finally he reaches 
               out with a forgiving smile and pats Wanda's head.

               INT. THE SET. DAY

               MS Wolf. He glances furtively at Wanda with a trace of hope 
               still in his eyes.

               MS Wanda, looking off. The camera DOLLIES into her CU.

               INT. A CHEAP HOTEL ROOM

               This is the same hotel room from Part Two, in which we saw 
               Nicole and Chad Palomino. At the moment Wanda and Chad lie 
               panting in the sweat-soaked sheets.

                                     WANDA
                         What I love about you, Chad, is you're 
                         not afraid of my power.

                                     CHAD
                         Oh God, Wanda! I love your power. 
                         It's like an afferdesiac to me!

               INT. THE SET. DAY

               MS Wanda. She shifts slightly and glances quickly around 
               her. Her smile is tinged with the hint of sexual pleasure.

               MS the Gaffer, frowning, absorbed in thought. The camera 
               DOLLIES into a CU of him.

               INT. A CHEAP RESTAURANT. DAY

               Suddenly, a CU of an incredibly beautiful hamburger being 
               placed in a toasted bun on a gleaming white oval plate. A 
               hand places a garnish of parsley on it then carries the plate 
               to the lunch counter. Camera PANS to reveal the GAFFER sitting 
               on the stool. He picks up the hamburger and takes a huge 
               bite out of it. This shot holds for quite some time as he 
               continues to chew.

               INT. THE SET. DAY

               MS The Gaffer. A hopeful, delicious smile spreading over his 
               face.

               CU the Sound man's stopwatch, the giant second hand showing 
               twenty seconds have passed.

               MS Cora. She gazes serenely out before her.

               INT. NURSING HOME. DAY

               In the pale afternoon light, Cora stands in the middle of 
               her drab, barren room. She appears to be staring at the door. 
               Suddenly she begins striding toward it. Effortlessly, easily, 
               she walks right through it.

               INT. AN AWARDS CEREMONY

               Nick still stands at the podium with his Oscar.

                                     NICK
                         In closing I'd like to say to all 
                         the people who told me not to make 
                         this movie, who wouldn't meet with 
                         me or return a simple phone call. To 
                         my favorite professor at Film School 
                         whose parting advice to me was to 
                         take a job teaching at a women's 
                         college. To Delores DelSporto, the 
                         girl I loved in high school who left 
                         me for a Jr. Varsity football player: 
                         to all these people I'd like to say 
                         thank you but I can't because what I 
                         really feel like saying is go fu --
                         !!

               INT. THE SET. DAY

               MS Nick, his head and body jerking in a sudden spasm. He 
               finishes the last word of his speech in a choked whisper and 
               the Sound man frowns hard at him.

               CU the Sound man's stopwatch showing twenty-five seconds 
               have passed. The camera stays on the watch until the final 
               five seconds have elapsed.

                                     SOUND
                         And, that's a cut on room tone.

               The room erupts with activity. Everyone moves and talks at 
               once. Nick whispers something to Nicole then runs off.

                                     WANDA
                         OK, strike the set. Props! Art 
                         Department! Redress for Scene thirty-
                         one. Let's go! Right away people! 
                         Nick! Nick! Anyone seen Nick?!

               WS the set. Suddenly the fake door closes right into the 
               lens, turning the frame completely BLACK.

               END CREDITS.

                                         THE END