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Pretty Woman Movie Script

Writer(s) : J.F. Lawton

Genres : Comedy, Romance

Search IMDb : Pretty Woman


		

  P R E T T Y   W O M A N

  by Jonathan Lawton &  Stephen Metcalfe

  --------------------------------------------------------------

  EXT. A HOUSE IN THE HOLLYWOOD HILLS - NIGHT

  The view of downtown Los Angeles from the enormous, ornate house
  is extraordinary.  A small outdoor dinner party is in progress.

  A MAGICIAN is entertaining guests.  Playing cards and coins
  appear and disappear in his nimble hands.

  INT. HOUSE STUDY - NIGHT

    EDWARD HARRIS stands at the window, impassively looking down
  at the party.  Edward is a handsome, well groomed man of around
  forty.  He looks tired; the kind of fatigue that can't be cured
  by a night's sleep.

          EDWARD
      (a murmur)
    Left pocket.

  And indeed, down below, the magician pulls the coin from the
  left pocket of the incredulous WOMAN's silk blazer.  More
  laughter and applause.

  The study is in keeping with the rest of the house.  Luxurious.
  Everything the best.  WILLIAM STUCKEY, Edward's contemporary,
  is a crafty looking lawyer who is the party host.  VANCE is an
  investment banker.  His assistant JAKE, is a financial
  researcher.  The other men are INVESTMENT BANKERS.  They are
  in dark suits and power ties.  On the table are stacks of
  documents and folders, the name "KROSS INDUSTRIES" is prominent
  on many of the folders.

          INVESTMENT BANKER 1
    Our banks certainly doesn't want
    to discourage Harris Enterprises
    from investing in California.
    We think this is a great new venue
    for you but you've got to
    understand the mergers and
    acquisitions market is changing.
    With the upswing in inflation we
    have to make these offerings
    tempting to offset the risk.

          VANCE
    Look, we're talking about hard
    assets and a straight liquidation.
    We have over a thousand man hours
    in this deal.

          STUCKEY
      (losing patience)
    This is a "no brainer".  There's
    no risk for you.  No one has ever
    lost money backing Mr. Harris.

          INVESTMENT BANKER 2
    Not yet.  But ship building is
    a new endeavor for you...

          STUCKEY
      (cuts him off)
    Come on.  You know we're not
    going to go into ship building.
    Besides, you're the ones with the
    troubled track record, not us!

          INVESTMENT BANKER 3
    Bill, be reasonable.  If you're
    really going to digest Kross
    Industries that quickly eighteen
    should not be such a problem.
    Besides, I don't think there's
    anywhere else you can go for the
    money in the time you have.

          EDWARD
    It's unacceptable.

  Edward turns from the window.  He hasn't miss a thing.  All
  eyes are on him.

          EDWARD
    Draymen Heux has offered me
    seventy-five in the pool at
    sixteen and a half.  I can secure
    the other half personally.  You
    have until tomorrow morning to
    make me a better offer.

  The bankers speechlessly stare at him.

          EDWARD
    The meeting is over, gentlemen.

  He turns away.  The bankers look at one another.  They rise.
  Silence as they exit.  When the door closes.  Stuckey explodes
  with laughter.

          STUCKEY
    Hah!  Did you see the look on
    their faces?

          VANCE
    You don't think we pushed too
    hard?

          STUCKEY
    NO way!  They'll come back.  They
    can't afford not to.  Edward,
    that bluff was beautiful.

          EDWARD
    Maybe I should have made it
    rhyme.

  The others stare at him, uncertain.  Stuckey laughs.  The
  others follow suit.

          EDWARD
      (looking at his watch)
    Well!  It's late.  We've been
    at this long enough.

  Stuckey rises.  Edward ushers Vance and Jake toward the door.

          EDWARD
    Gentlemen, enjoy the party.  The
    magician's wonderful.

  Vance and Jake exit.

          EDWARD
      (calling after them)
    Watch your left pocket.

  A BUTLER has entered the room.

          BUTLER
    Phone call, Mr. Harris.  It's Miss
    Charles.

          STUCKEY
    Cynthia?  Is she coming out?

          EDWARD
    We're about to find out.  Go on.
    Take care of your guests.

  Stuckey exits the room as Edward crosses to the telephone.

          EDWARD
      (into phone)
    Where are you, Cynthia?
      (beat)
    I see.
      (pausing, getting angry)
    No, I don't expect you to be at
    my beck-and-call.  Are you coming
    or not?

  INT. HOUSE - STAIRWAY - NIGHT

  Edward descends the long, curved stairway.  He has Vance in
  tow.

          EDWARD
      (all business)
    Prepare the filing papers.  Have
    them ready by the middle of the
    week.  I'll tell you when to
    submit them.

  The PEOPLE talking and drinking on the stairway gravitate
  toward Edward.

          A MAN
    Edward!

          EDWARD
      (turning on the charm)
    Yes!

          THE MAN
    Will we see you at the polo
    matches Wednesday?

          EDWARD
    Wouldn't miss it.
      (abruptly; to Vance)
    I want this done fast and easy.
    No slip-ups.  I want to be back
    in New York by Saturday.  Got it?

  He deftly keeps making his way through the crowd.

  INT. HOUSE - THE DOWNSTAIRS HALL - NIGHT

  Stuckey is sipping champagne and talking to a beautiful
  WOMAN in a tight sheath of an evening dress.  An elegant woman
      ELIZABETH STUCKEY approaches from behind him.  She taps him on
  the shoulder and he turns, startled.

          ELIZABETH
    Bill?

          STUCKEY
      (flustered)
    Oh... Hi, honey... Millicent,
    uh, uh, Millicent.

          MILLICENT
    Lowell.

          STUCKEY
    Lowell, right.  My wife,
    Elizabeth.

          ELIZABETH
      (ignoring her)
    Is Edward leaving?

  Stuckey looks up to see Edward moving quickly toward the door.
  Stuckey abruptly leaves the two woman together to follow Edward.

  EXT. THE HOUSE - NIGHT

  Edward comes out of the house.  Jags, a limo with waiting
  DRIVER and two BMW's pack the circular driveway behind a black
  Ferrari.  The limo driver leaps to attention at the sight of
  Edward.  Edward stands, making an obvious effort to keep his
  impatience under control.  Stuckey comes out of the house and
  down the walk.

          STUCKEY
    What's up, where you going?

          EDWARD
    Give me your car keys, will you,
    I'm going back to my hotel.

          STUCKEY
    At least stay for a drink.  This
    party's for you.

          EDWARD
    Apologize to Elizabeth for me.

  Stuckey gropes uncertainly in his pocket for keys.

          STUCKEY
    Listen, there're some major local
    talent inside just dying to meet
    you...

          EDWARD
      (as if delighted)
    Really?  Some high class gold
    digger who speaks French better
    than I do?
      (turning away)
    No, thank you.  I just got off
    the phone with one.

          STUCKEY
    Cynthia's not coming?

          EDWARD
    No.

  Edward grabs the keys out of Stuckey's hand.  He crosses to a
  black Ferrari and gets in.

          STUCKEY
    Let your driver take you.  We'll
    move the cars...

  Edward starts the car.

          STUCKEY
    Can you drive a stick?

  The car lurches forward with a squeal of wheels and promptly
  stalls.

          STUCKEY
    Edward, give me a break!

  With a squeal of tires, the Ferrari bucks out of the driveway
  and... stalls again.

          EDWARD
    Love this car!  Is it new?

          STUCKEY
    Yes!  And you don't even know
    where you're going!

  Edward starts it again and heads uncertainly uphill.  Stuckey
  watching, throws up his hands.

          STUCKEY
    That's the wrong way!

  CREDITS BEGIN AS IN A SERIES OF CROSSCUTS:

  EXT. HOLLYWOOD HILLS - NIGHT

  The Ferrari, moving fast through the Hollywood Hills, passes
  large, beautiful homes... Edward shifts, grinding gears...

  EXT. HOLLYWOOD HILLS - NIGHT

  The Ferrari comes to a red light and pulls up next to a Dodge Colt.
  The GIRL in the Colt looks at Edward and his car admiringly.
  Edward feeling confident now, revs the engine.  The light turns
  green.  Edward immediately stalls the Ferrari.  The Colt leaves
  him in the dust.

  INT. FERRARI - NIGHT

  Edward drives.  He blinks, shakes his head as if trying to rid
  himself of his own tired thoughts.

  EXT. HOLLYWOOD HILLS - NIGHT

  The Ferrari comes to the intersection of OUTPOST and FRANKLIN,
  stops.  Edward gets out of the car.  He looks at the street
  signs.  He has no idea where he is.  He signs.  He gets back
  in the car and takes off on Franklin heading East.

  EXT. A SIDE STREET IN HOLLYWOOD - NIGHT

  A crumbling old apartment building.  Dark alley ways, deserted
  parking lot.

  The Ferrari -- blink and you miss it -- motors past the building,
  looking very out of place on the street.

  PANNING UP  A building facade of lit windows and metal fire
  escape.  One window in particular.  A GIRL stands there in a
  short kimono, looking down.  And then she turns away.

  INT.  VIVIAN'S APARTMENT - NIGHT

  A SERIES OF SHOTS to see her dressing.

  INT.  VIVIAN'S APARTMENT - NIGHT

  VIVIAN turns and stares at herself in a grainy, cracked bedroom
  mirror.  She is twenty years old and a prostitute.  Make-up
  applied to give her a hard, older look doesn't quite succeed.
  She'd be innocently beautiful without it.  She is wearing tiny
  shorts, a tight tube top, thigh high boots.  She stares at
  herself, not really liking what she sees.  A moment.  She signs,
  turns off the light and walks out of the bedroom.

  INT. APARTMENT BUILDING HALLWAY - NIGHT

  Faded, peeling walls.  Thread bare, dirty carpet.  Vivian locks
  the apartment door behind her and starts down the dim hallway.
  A door suddenly opens, startling her.  An unshaved, enormously
  pot bellied MAN in a stained t-shirt stares at Vivian with pig
  eyes.

          LANDLORD
    Vivian.

  Vivian turns some "tough" on him.

          VIVIAN
    Yeah, what?

          LANDLORD
    Rent.  You're late.

          VIVIAN
    Don't give me that.  Kit gave it
    to you yesterday, cash.

          LANDLORD
    Kit give me nothin'.

          VIVIAN
      (suddenly uncertain)
    You bullshittin' me?

          LANDLORD
    Of rent I do not bullshit.

  Vivian hurries at a run back down the hallway.

          LANDLORD
    By the end of the week or you're
    otta here.
      (a beat)
    By the way, you look very nice
    tonight!

  INT. VIVIAN'S APARTMENT - KITCHEN

  Vivian pulls a coffee can off a shelf.  She pulls off the top.
  It's empty.  She tosses the can away, starts for the door.  She
  opens it.

  INT. APARTMENT HALLWAY - NIGHT

  Down the hallway, the landlord is standing in front of his open
  doorway, talking to a FAT WOMAN.  They both glance up.

  Vivian quickly closes the door.  She doesn't want to deal with
  them.

  EXT. APARTMENT BUILDING - NIGHT

  Vivian comes off the fire escape onto the sidewalk.  She hurried
  away.

  EXT. HOLLYWOOD BLVD. - NIGHT

  Vivian walks along, urgently looking for something... someone.

  A BABBLING STREET-TYPE goes by happily talking to himself.
  He wears an "I Love Hollywood" t-shirt.

  Vivian passes TOURISTS but doesn't notice them any more than
  she pays attention to the VAGRANT she passes further on, huddle
  in a doorway.

  A LONG-HAIRED KID on a SKATEBOARD goes by dropping off little
  bags to various STREET-TYPES.

  A BARKER-TYPE stands in front of a photo store urging tourists
  to come in and take a photo with a cardboard cut-out of a movie
  star.  Some go in.

  Vivian hurries past a group of rubbernecking JAPANESE TOURISTS.
  A BLACK PROSTITUTE in a mini skirt strolls toward her.  A car
  passes.  The DRIVER stares at Vivian with interest.  She ignores
  him.  The black prostitute approaches the car.

          PROSTITUTE
    Hey, baby, you lookin' for a date?

  The Driver looks her over.  The Black Prostitute gets in the
  car and it drives away.

  A GROUP OF MEN, mostly drug dealers, hang out at an all night
  coffee shop.  They WHISTLE and make obscene gestures and SOUNDS
  as Vivian hurries by.  She ignores them and goes next door into
  a falafel stand.  Half a dozen PEOPLE sit at dirty tables inside.

  INT. FALAFEL STAND - NIGHT

  Behind the counter are a MAN and a WOMAN, Vietnamese cooks
  frying food, trying to ignore the unsavory crowd camped in the
  shop.

          VIVIAN
    Chan, you seen Kit tonight?

          COOK 1
    Hi, hi!  No see nothing.

          VIVIAN
    You do, tell her I'm looking for
    her.

          COOK 2
    Looking good, bay-bee.

          VIVIAN
    Yeah, you too, D'Nai.  If Kit
    comes in here, tell her stay.

  Both of them nod and smile at Vivian.  Vivian exits.

  EXT. HOLLYWOOD BLVD. - NIGHT

  Skateboard zips by a GROUP.  We SEE a police car parked at the
  entrance to an alcove.  Also, an ambulance.  The bubblegum
  lights are going.  A CROWD has gathered.  The happy man with
  the "I Love Hollywood" t-shirt and a POLICE OFFICER are engaged
  in tense conversation.

          COP
    They just pulled her out of a
    dumpster in the back.  Now talk
    to me.

          MAN
    I tell you, man, I don't know who
    she hang with.

          COP
    She have a pimp?

          MAN
    Cocaine her pimp, man.  She a
    strawberry.  She be out on these
    streets, day in, day out, tradin'
    her sorry ass for crack.  And
    now she dead from it.

  Vivian rushes up to join the outskirts of the crowd as the body
  of a YOUNG GIRL is pulled out of an open dumpster and carried
  towards the waiting ambulance.  For a moment Vivian thinks
  it's... no, Vivian turns grimly away.

  Vivian surveys the dark street.  And suddenly sees who's she's
  looking for.  Walks.

  EXT. HOLLYWOOD BLVD. - WIG SHOP - NIGHT

  We SEE a young, tough-looking MAN and WOMAN trying on wigs.
  The STOREKEEPER is a man wearing a dress and wild wig.  The
  girl, KIT, is around 18, is dark haired and thin.  The young
  man, CARLOS, has his arm sloppily draped across Kit's shoulder.
  They giggle about something, both obviously high.  Kit looks
  up, bleary-eyed.  She stops.  Vivian is standing in front of
  her.

          VIVIAN
    You spent it on drugs, didn't you?

          KIT
    Hi, Viv.  Carlos, you know my
    roommate, Viv.

          CARLOS
    Lookin' good, baby.

          VIVIAN
      (ignoring him)
    Did you blow it all, Kit?  Is it
    all gone?

          KIT
    Carlos had some great rock.

          VIVIAN
    I bet.
      (beat)
    That was our rent!

  Carlos attempts to put an arm around Vivian's shoulders.

          CARLOS
    Calm down, Chica.

  Vivian throws him off.

          CARLOS
    Ey!  What is it you wan', baby?
    I can fix you up.

          VIVIAN
    Beat it, scum bucket!

          CARLOS
    You kiss your mother with that
    mouth?  Your frien' still owes
    me 200.

          VIVIAN
      (to Kit)
    Let's go.

  Skateboard appears suddenly, blocking Vivian and Kit's path.

          VIVIAN
    Get out of my face or I'll have
    those cops on your ass in two
    seconds.

  Carlos glares at her.  He looks down toward the lights of the
  cop cars.  One of the POLICEMEN looks towards them, curiously.
  Vivian waves at the cop.

          CARLOS
      (threatening to Vivian)
    Don't take no dates tonight,
    chica, you got one with me.

  Vivian grabs Kit by the arm and pulls her across the Boulevard.

  INT. FALAFEL STAND - NIGHT

  Vivian and Kit sit at a table sipping tea.  Vivian is still
  mad at her.

          VIVIAN
    We worked for that money.  We
    were gonna put together enough
    to get out of that dump we live
    in, get off this street.

          KIT
    Viv... don't be stupid.  We're
    whores.

  Vivian looks like she wants to weep.  Or scream.  She does
  neither.  She slowly nods.  Kit's sorry she said that.

          KIT (cont'd)
    So I blew our stash.  We could
    make it all back with one good
    night on the streets.

          VIVIAN
    I just saw somebody pulled out
    of a dumpster.  I wonder how much
    she made tonight?

          KIT
    Don't be mad at me.  I'll pay
    you back.  I promise.

          VIVIAN
    I thought you were giving up that
    drug shit.

          KIT
    I will.  I'm trying.
      (a beat)
    Meanwhile I got some crack left,
    you wanna get high?

          VIVIAN
    No, let's go to work.  Okay?

          KIT
    Okay.
      (then touches her hand)
    I'm sorry I said your dream was
    stupid.

  EXT. HOLLYWOOD BLVD. - NIGHT

  Edward's Ferrari turns onto Hollywood Blvd., finally out of
  the Hollywood Hills.

  EXT. HOLLYWOOD BLVD. - NIGHT

  Vivian and Kit are out trying to hustle John's in passing cars.
  Vivian strikes a sexy pose at the bus stop.  Kit is talking to
  another prostitute, RACHEL.

          KIT
    No no, honey.  You see these
    stars on the sidewalk.  Me and
    Vivian work from Don Ameche all
    the way up to Roy Rogers.
    This is our office.  We got
    seniority.  Get off our corner.

          RACHEL
    I was just taking a rest here.
    Besides, she's new.
      (points to Vivian)

          KIT
    But I'm old.  Go rest up by Monty
    Hall or Debra Paget where you
    belong.

  Rachel walks off.

          VIVIAN
      (looks at passing cars)
    Looks slow tonight.

          KIT
    Maybe we should get a pimp.
    Carlos likes you and --

          VIVIAN
    Forget it.  We work for it.  We
    keep it.

  They keep hustling.

          KIT
    I can't handle this tonight.
    I'm going home.

          VIVIAN
      (stares at her)
    That crack is burning a hole in
    your pocket.  There isn't even
    milk in the fridge.  The rent's
    due.  Now come on --

  EXT. HOLLYWOOD BLVD. - ANGLE ON FERRARI - NIGHT

          KIT (O.S.)
      (suddenly)
    Hey, hey -- There's a rent.

  EXT. HOLLYWOOD BLVD. - BACK TO SCENE - NIGHT

          VIVIAN
    He's not gonna want us.

  The Ferrari goes by and stops.

          EDWARD
      (calls out to Vivian)
    Excuse me.

          KIT
      (excited)
    Don't take less than a hundred.
    You look hot tonight.  And
    remember, don't mouth off.  They
    don't like that.

          VIVIAN
    Okay.  Go home.  But take it easy
    on that shit.

  Kit gives Vivian a quick hug.

          KIT
    You're the greatest.  I'll wait
    up for you.

  And then Kit is off, moving quickly away.  Vivian turns.  She
  stares at the Ferrari, loathing it and all it represents.  And
  then it's as if Vivian turns a switch.  She fluffs her mane of
  hair, throws her shoulders back, thrusting her breasts out and
  sashays towards the car, a sexy, friendly smile on her face.

  In the driver's seat of the Ferrari, Edward is looking furious
  and distracted.  Vivian leans over the passenger window.

          VIVIAN
    Hey Sugar, you lookin' for a date?

          EDWARD
    What's that?

          VIVIAN
    You looking' for some company?

          EDWARD
    Uh, no.  How do I get to Beverly
    Hills?

          VIVIAN
    What?
      (dropping the come on)
    You gonna tell me you're lost?

          EDWARD
    Yes.

          VIVIAN
    Great.  What do I look like a
    tourguide?

  Edward takes a good look at her.

          EDWARD
      (a beat)
    No, you look like a hooker.

          VIVIAN
    Actually, I'm a movie star out
    for a walk.

          EDWARD
    Good.  Can you tell me how to
    get to Beverly Hills?

          VIVIAN
    Sure.  For five bucks.

          EDWARD
    That's ridiculous.

          VIVIAN
    The price just went up to ten.

          EDWARD
    Why don't you just do it out of
    the kindness of your heart?

          VIVIAN
      (sweetly)
    Sit... and spin.

          EDWARD
    Sit-and-spin.
      (amused)
    Alright... why not?

  He pulls out his money clip.

  Vivian suddenly freezes.  On the sidewalk up ahead, Carlos and
  Skateboard.  Carlos flashes an evil, menacing grin.  He motions
  to Skateboard, they start forward.

          EDWARD
      (holding up a bill)
    You have change for a twenty.

  Vivian pulls open the door of the car and jumps in.

          VIVIAN
    For twenty, Ill show you
    personal.  Drive.

  Edward stares at her.  She smiles sweetly.

          VIVIAN (cont'd)
    Make a "U-ee".  Beverly Hills
    is the other way.

  The Ferrari pulls away, passing Carlos on the sidewalk.

  INT. FERRARI - MOVING - NIGHT

          VIVIAN
    Nice car.  Yours?

          EDWARD
      (as he grinds the
       gears; wincing)
    No.

          VIVIAN
    Stolen?

          EDWARD
    Not exactly.

  He smiles.  Vivian smiles back.

          VIVIAN
    Mind if I turn on some heat?

          EDWARD
    If you can figure it out, be my
    guest.

  Vivian reaches out, turns on the heat.

          EDWARD
    Very good.  You're obviously
    mechanical.

          VIVIAN
      (laughs)
    You're not from L.A., huh?

          EDWARD
    New York.

          VIVIAN
    What motel you staying at?

          EDWARD
    Hotel.

          VIVIAN
    Okay, what hotel?

          EDWARD
    Regent Beverly Wilshire.  I bet
    you know it.

          VIVIAN
      (annoyed at his tone)
    Yeah, I peed in the fountain there
    once.  Give me a break.

  Edward glances over, amused.  It hits him that she really is
  an attractive girl.

          EDWARD
    What's your name?

          VIVIAN
    What do you want it to be?
      (a beat)
    Vivian, my name's Vivian.

          EDWARD
    You like being a hooker, Vivian?

          VIVIAN
    It pays.

          EDWARD
    So do day jobs.

          VIVIAN
      (sarcastic)
    Day jobs, yeah.  I've tried them.
      (a beat)
    Turn right.

  EXT. SANTA MONICA BLVD. - NIGHT

  The Ferrari glides along a seedy, West Hollywood section of
  Santa Monica.

  INT. FERRARI - MOVING - NIGHT

          EDWARD
    Must be dangerous.  Hooking.

          VIVIAN
    Tell me about it.  L.A. is
    suffering from a wacko epidemic.
    And who knows where half the guys
    I pick up have been.  I mean, I
    use condoms.  Always.  And I get
    checked out once a month at the
    free clinic.  Not only am I better
    in the sack than an amateur, I'm
    probably safer.

          EDWARD
    Very good.  You ought to have
    that printed up on your business
    card.

          VIVIAN
      (a moment)
    If you're making fun of me, I
    don't like it.

          EDWARD
    Sorry.  If I did, I didn't mean
    to.

  Vivian unconsciously bites her fingernails.

          EDWARD
    Ugly habit, biting your nails.

          VIVIAN
    You don't know habits, you think
    this is ugly.

  But she puts her hands in her lap.  She looks out the window.
  She's safe from Carlos.

          VIVIAN
    Okay, pull over.  Let me out.
    I've got to get back to work.

  Edward pulls the Ferrari to the curb and stops.

          VIVIAN (cont'd)
    Stay on this street and you'll
    hit Beverly Hills.

          EDWARD
    What do you charge for company,
    Vivian?

          VIVIAN
    Company would cost you... a
    hundred dollars.

          EDWARD
    For the whole night?

          VIVIAN
    For an hour.

          EDWARD
    You're joking.

          VIVIAN
    I never joke about money.

          EDWARD
    Neither do I.
      (a moment; amused)
    A hundred bucks an hour though.
    That's pretty stiff.

  She reaches across the seat.  Her hand goes in his lap.

          VIVIAN
    No, but it's getting there.

          EDWARD
    Vivian, how much to put up with
    me for the entire night?

          VIVIAN
    You couldn't afford it.

  Vivian starts to get out of the car.

          EDWARD
    Try me.

  A moment.  Vivian's sexy smile comes on.

          VIVIAN
    Three hundred.

          EDWARD
    Fine.

          VIVIAN
    What's your name, lover.

          EDWARD
    Edward.  My name is Edward.

          VIVIAN
    Edward... you got it!

  Edward gets out of the car.  Vivian looks at him confused.

          EDWARD
    Get in.  This side.

          VIVIAN
    What?

          EDWARD
    You know how to drive a stick?

  Vivian moves around the car.

          VIVIAN
    Better believe it.

          EDWARD
    Then let's go.  It's worth 300
    just so I don't have to drive.

  They get in the car.

  INT. FERRARI - NIGHT

  She starts the car, revs it.

          VIVIAN
    Here we go Edward.

  EXT. HOLLYWOOD BLVD. - NIGHT

  The Ferrari peels out, fishtails madly and SCREAMS up the
  street.

  EXT. REGENT BEVERLY WILSHIRE HOTEL - NIGHT

  Thousands of tiny white lights sparkle along the walls of the
  Regent Beverly Wilshire Hotel.  Bright flags are illuminated
  by carefully placed spotlights.  The Ferrari SCREAMS into the
  driveway and comes to a jarring stop by the front door.

  INT. FERRARI - NIGHT

  Edward takes a moment to get his breath.  He gestures toward
  the back.

          EDWARD
    My raincoat's in the back.  Put
    it on.

          VIVIAN
    Why?

          EDWARD
    You may feel more comfortable.
    This is not the kind of place that
    rents rooms by the hour.

          VIVIAN
    You mean they don't have hookers.

          EDWARD
    Every place has hookers, but if
    this hotel has hookers, they don't
    look like they're...

          VIVIAN
    Off the boulevard.

          EDWARD
    Exactly.

  INT. REGENT BEVERLY WILSHIRE HOTEL LOBBY - NIGHT

  As they walk in, Vivian is tying the trenchcoat.

          VIVIAN
    Great.  Now I took like a hooker
    in a trenchcoat.

  She looks up.  She stops in her tracks.  The lobby is bright
  and spacious, filled with thick carved wood paneling.  Even at
  this hour there is a great deal of activity.  MEN in business
  suits and WOMEN in furs and jewels are passing by.  Vivian's
  face quickly conceals the sudden awe she feels at the sight of
  all this luxury.  Vivian matter of factly reaches out and takes
  Edward's arm.

          VIVIAN
    So let's go.

  Edward guides them across the lobby.  They reach the elevators
  and go inside.

  INT. HOTEL - ELEVATOR - NIGHT

  The young ELEVATOR OPERATOR is dressed in a clean red uniform
  that seems just a bit too tight.  As the elevator doors close
  he nods toward Edward.

          OPERATOR
    Evening, sir.

          EDWARD
    Good evening.  Penthouse.

          VIVIAN
    Penthouse.  My, my.

  She sees the operator glancing at her.

          VIVIAN
    The penthouse.  And step on it.

  INT. HOTEL - HALLWAY - NIGHT

  Edward and Vivian come out of the elevator into a hallway
  leading to a single doorway with two heavy wood doors.  Edward
  pulls out his key and unlocks the doors.  With a gentle push
  the door slide open in unison.  Edward gestures to Vivian to
  go inside.  She does.  Edward closes the doors behind her.

  INT. HOTEL - PENTHOUSE - NIGHT

  As Vivian steps into the room she has the sensation of falling
  off the top of the building.  In front of her is a sunken living
  room with massive windows revealing the sparkling lights of the
  city below.  For the first time, she is speechless.  Edward
  closes the door and walks past her down the steps to the living
  room.  Edward picks up a phone.  Vivian checks out the room.

          EDWARD
      (into the phone)
    Room service.
      (to Vivian)
    What do you drink?

          VIVIAN
    Diet coke.

          EDWARD
      (into the phone)
    Send up a bottle of Crystal
    champagne.

          VIVIAN
    Can I have some chips?

          EDWARD
      (into the phone)
    -- and a bowl of strawberries.
    Thank you.

  Vivian makes her way down the steps to the living room.  She
  stares at the view.

          EDWARD
      (to Vivian)
    Impressed?

  Vivian is impressed but she's not going to admit it.

          VIVIAN
    You kidding?  I come here all the
    time.  As a matter of fact they
    do rent this room by the hour.

  Edward smiles.  He sits down in a comfortable chair and leans
  back.  Vivian looks at him.

          VIVIAN (cont'd)
    Well, now that you have me for
    the night, what are you going to
    do with me?

          EDWARD
    Want to know something?  I don't
    quite know.  I hadn't planned
    this.

          VIVIAN
    Do you plan everything?

          EDWARD
      (a small smile)
    Always.

          VIVIAN
    Well, the meter's running, it's
    your money.  Speaking of which,
    cash'll do.  In advance.

          EDWARD
    Fair enough.

  He rises.  Takes out his wallet.  Standing over her, he drops
  THREE crisp, new hundred dollar bills in Vivian's lap.  She
  picks up the bills, stares at them, trying not to be impressed.
  She puts the money in her jacket.  She realizes Edward is
  standing over her as if waiting.

  She leans forward, reaches out to unzip his pants.  He abruptly
  turns away.

          EDWARD
    Let's talk some more first.

          VIVIAN
    Right.
      (brightly)
    So!  In town on business?

          EDWARD
      (taking off his jacket)
    Uh-huh.

          VIVIAN
    Let me guess, you're a... lawyer.

          EDWARD
      (loosening his tie)
    And why do you say that?

          VIVIAN
      (a small smile)
    I dunno... you have that sharp,
    useless look.

  Edward almost smiles.  He sits across from her again.

          EDWARD
    Sounds like you've known a lot
    of lawyers.

          VIVIAN
    I've known a lot of everybody.

  A chime goes off to indicate there's someone at the door.

          EDWARD
    Champagne.

  He starts to sit up.  Vivian motions for him to stay put.

          VIVIAN
    Hey.  I might as well make myself
    useful.

  Edward sits back down.  Vivian waltzes up the steps and opens
  the front door.  A WAITER comes into the room with a silver
  cart; on it is a bucket of champagne and a covered bowl.

          WAITER
    Where would you like it?

          VIVIAN
    Where would we like it?

          EDWARD
    Where would we like it?  Here'll
    be fine.

  The Waiter carries it down the steps and sets it in the middle
  of the living room.  He turns and heads back up the stairs and
  pauses near Vivian, staring.  Vivian stares back at him.

          VIVIAN
    What are you looking at?

  The Waiter glances away uncomfortably and exits.  Vivian closes
  the door behind him.  Vivian marches back down the stairs.

          EDWARD
    I think he wanted you to tip him.

          VIVIAN
    Tsk.  Excuse me, I didn't think
    he had change for a hundred.

  Edward crosses to the silver stand.  Vivian watches with
  interest as he twirls the champagne bottle in the ice bucket.

          VIVIAN (cont'd)
    You have a wife?  Girlfriend?

          EDWARD
    I have both.

  Edward lifts the bottle out.  He deftly pops the cork on the
  bottle without losing a drop of champagne.

          VIVIAN
    Where are they?  Shopping
    together?

          EDWARD
    They should be.  They're both good
    at it.

  Edward pours the champagne into a single long stemmed glass and
  hands one to Vivian.

          EDWARD (cont'd)
    My ex-wife lives in London in what
    used to be my home.
    My girlfriend is in New York
    moving out of my apartment even
    as we speak.  Cheers.

  He drinks, nods approvingly.

          EDWARD
    It's a very good year.

          VIVIAN
    Oooh, thank god.

  Edward laughs softly.  She sips it.  To her surprise, really
  likes it.  Edward lifts a lid on a silver bowl to reveal a dozen
  enormous strawberries.

          EDWARD
    Try a strawberry.

          VIVIAN
    Why?

          EDWARD
    Because they bring out the flavor
    of the champagne.

          VIVIAN
    Jesus, you act like you're
    seducing some Valley girl you
    picked up in a dance club.

          EDWARD
    Vivian... the meter's running...
    cooperate.

  A moment.  She slowly eats a strawberry.  The juice of it stains
  her lips.  Her eyes are like smoke as she takes a sensuous sip
  of champagne, licks away the stain of the strawberry.  His eyes
  haven't left her.

          EDWARD
      (softly)
    You really are a very beautiful
    girl.

          VIVIAN
      (husky-voiced)
    Just a romantic, that's you.

          EDWARD
    Yes...

  Her mouth is so wet and inviting... he leans closer...

          VIVIAN
    Me too.

  He's about to kiss her...

          VIVIAN (cont'd)
    Not on the lips.

  He freezes.  She pulls his head down to her breast.

  INT. PENTHOUSE BEDROOM - NIGHT

  Edward and Vivian on the bed.  He is on his back, his shoulder
  and head resting against the headboard.  She is astride him,
  hands resting on his chest, rocking... in control, confident...
  very much liking the fire she's kindled in his eyes.

  INT. PENTHOUSE BEDROOM - CLOSE ANGLE ON THEIR FACES - NIGHT

          EDWARD
      (touching her breasts)
    What do you like?

          VIVIAN
    If I want you to turn me on I'll
    pay you three hundred.  Just lay
    back and let me drive.

  Smiling, Vivian reaches behind her, touching him.  He tries not
  to groan.  She's moving faster now.  Edward suddenly pulls her
  violently to him, he rolls her over...

  INT. PENTHOUSE BATHROOM - SHOWER - NIGHT

  A heavy spray of water comes down upon Edward.  He stands there
  quietly letting it wash over him.  He turns off the shower,
  steps out of the stall, picks up a towel and dries himself.

  INT. PENTHOUSE BEDROOM - NIGHT

  Edward stares.  His expensive clothes are on the floor,
  haphazardly dropped everywhere.  Vivian's clothes, as tattered
  as they are, are neatly folded and piled on a chair.  The
  incongruity of it touches Edward in a sad way.  He looks toward
  the bed.  Vivian is fast asleep.  Her heavy makeup has long since
  been rubbed off.  Asleep, her wary, smart-ass attitude is gone.

  She looks like a sweet, gentle girl.  He stares at her a moment
  longer.  He turns, goes into the living room.  Vivian opens her
  eyes.  Through the open door she sees Edward sitting in a living
  room chair.  He is reading contracts.

  EXT. REGENT BEVERLY WILSHIRE HOTEL - MORNING

  The sun is coming up as HOTEL EMPLOYEE hoses down the sidewalk
  in front of the hotel.

  INT. HOTEL LOBBY - MORNING

  A WOMAN EMPLOYEE is vacuuming the lobby.  She sees something
  and pauses.  She pulls a dead leaf from one of the potted
  plants.

  INT. HOTEL HALLWAY - MORNING

  The elevator doors open and A WAITER rolls a cart out into the
  hallway.  He takes it to the doors of the penthouse.  He rings
  the bell.

          EDWARD (O.S.)
    It's open.

  INT. PENTHOUSE LIVING ROOM - MORNING

  The Waiter wheels in a table of food, coffee, champagne and
  orange juice.  Edward dressed in suit pants, white shirt and
  suspenders, stands in the living room talking into a cordless
  phone.  Edward points the Waiter to the dining table.

          EDWARD
      (into the phone)
    Sorry.  Go ahead.

  INT. STUCKEY'S HOUSE - MORNING - INTERCUT

  William Stuckey is behind his desk.

          STUCKEY
    Kross knows we're after his
    company.  He wants to talk with
    you.  I don't think you should.

  INT. PENTHOUSE LIVING ROOM - MORNING

  The Waiter returns.  Edward signs the bill.  The Waiter exits.

          EDWARD
    I want to.

          STUCKEY
    Edward, if the three of us sit
    down together we might as well
    announce our plans in the Wall
    Street Journal.

          EDWARD
    I'll see him alone.  Everyone
    knows you're my muscle.  We'll
    make it social.  Tell Kross I'll
    meet him for dinner.  Tonight if
    you can arrange it.

          STUCKEY
    You shouldn't go alone.  He might
    claim that you tried to black mail
    him.

          EDWARD
    Bill, we're businessmen, not the
    damn mafia.  I'll see you in the
    office.  By the way, about your
    car...

          STUCKEY
    Oh, god, what?

          EDWARD
      (smiling)
    I'll bring it back.

  Edward hangs up.  He pours a glass of orange juice and takes
  a sip, thinking.  Something makes him turn.  Vivian, wearing
  a monogrammed hotel terry robe, is standing uncertainly in the
  bedroom doorway.

          EDWARD
    Good morning.

          VIVIAN
    You didn't wake me.  I'll be out
    of here in a minute.

          EDWARD
    No hurry.  Would you like some
    breakfast?

  She's hungry and the breakfast looks great.

          VIVIAN
    Only if you do.

  Edward sits.  Waits.  Vivian sits across from him.  Edward
  serves them breakfast.

          EDWARD
    Did you sleep well?

          VIVIAN
    Yeah.  Too good.  I forgot where
    I was.

          EDWARD
    Occupational hazard?

  She looks at him sharply, sees that he means no offense,
  relaxes.

          VIVIAN
    Where'd you go?

          EDWARD
    I took the couch.  I had some work
    to do.
      (hesitating)
    About last night...

          VIVIAN
    Oooh, Baby, you were the best.
    I was beside myself.

          EDWARD
    Mmm, I could tell.

          VIVIAN
    I just hope it was worth three
    hundred bucks.

          EDWARD
    I'd say you give a good dollar
    value.

  They share a small smile.  They eat.

          EDWARD
    Do you ever... enjoy it?

          VIVIAN
    I like guys if that's what you're
    asking.  Not that I trust'm.

          EDWARD
    No?  Why's that?

          VIVIAN
    "Occupational hazard".

  A moment.  Edward chuckles.  Vivian grins.

          VIVIAN (cont'd)
    what do you do anyway?

          EDWARD
    I buy companies.

          VIVIAN
    No shit.  They expensive?

  He almost smiles.  She almost smiles back.

          EDWARD
    The one I'm buying this week will
    cost around 150 million.

          VIVIAN
    ... dollars?

  He nods.  This time Vivian is impressed.

          VIVIAN (cont'd)
    You are major league, baby.  Your
    mother must be very proud.

  Edward is oddly pleased at her reaction.

  INT. PENTHOUSE BEDROOM - DAY

  The closet door is open.  Edward reaches for a tie.  In the
  closet are about a dozen expensive looking suits, shirts, shoes,
  etc.  She follows him in.

          VIVIAN
    So what a ya do with the companies
    once you buy'm?

          EDWARD
      (fumbling with the tie)
    I sell them.

          VIVIAN
    What?  Why?

  She undoes his knot and starts over.

          VIVIAN (cont'd)
    At ease, let me do that.  Part
    of the all night services.

          EDWARD
    By breaking up a company's assets
    --

          VIVIAN
    What are assets?

          EDWARD
    Vivian --

          VIVIAN
    C'mon, I might buy a company some
    day.

          EDWARD
    Assets are anything of value a
    company owns.  Sometimes the
    pieces are worth more than the
    whole.  By selling them off, I
    make a profit.

          VIVIAN
    Sorta like stealing cars and
    selling'm for parts, huh?

          EDWARD
    Not... quite.

          VIVIAN
    There, see?  Now the emblem is
    right in the middle of the knot.

          EDWARD
    Where'd you learn to do this?

          VIVIAN
      (sarcastic)
    I fucked the debate team in high
    school.  Tsk.  I had a grampa.
    He liked ties on Sundays.  You
    mind if I take a swim in your
    bathtub before I hit it?

          EDWARD
    Don't drown.

  Vivian turns and heads toward the bathroom.  He follows her
  into the bathroom.

  INT. PENTHOUSE BATHROOM - DAY

  Vivian turns on the water in the tub.  It fills the tub in a
  torrential rush.

          VIVIAN
    You could hold a pep rally in
    here!

  The phone on the marbled bathroom wall suddenly rings.  Edward
  reaches for it.

          EDWARD
      (into the phone)
    Yes.

  INT.  STUCKEY'S HOUSE - INTERCUT

  Stuckey is walking around his desk.

          STUCKEY
    Edward, it's me.  Kross is all
    set for tonight.

  INT. PENTHOUSE BATHROOM - DAY

  Vivian stares curiously at the bidet.

          STUCKEY
    Listen, I gotta say this again,
    I don't like you going alone.

  She turns it on.  The water hits her in the face.

          EDWARD
      (stifling a chuckle)
    I'm a big boy.

  There are lotions and shampoos and bubblebaths on the edge of
  the tub.  Vivian regards them like a kid in a candy shop.

          STUCKEY
    Let me at least get you a date.
    Keep it social.

  Edward watches as Vivian smells some bubble bath.  She smiles.
  Her eyes ask Edward if it's okay to...?  He nods.

          STUCKEY
    Edward, did you hear me?

          EDWARD
    I'm here.

          STUCKEY
    I know a lot of nice girls.

  Vivian pours the bubblebath into the swirling water.  There's
  something about the look on her face... the way she bites her
  lower lip... curious, sensual...

          EDWARD
    I have one.

  Edward hangs up the phone as Vivian curiously turns on the
  television.  The sound blares.  She fumbles to turn it down.
  Edward reaches over and turns it off.

          EDWARD
    All right.  How much for the week?

          VIVIAN
    What?

          EDWARD
    I'm in town until Saturday.

  She look at him like he isn't speaking English.

          EDWARD
    Do-you-want-to-stay-here-
    for-the-week?

  It takes Vivian a moment to respond.

          VIVIAN
    It'd cost you.

          EDWARD
    Of course.  How much?

          VIVIAN
    Five full nights... days too?

  Edward nods.  Vivian hesitates... it's got to be enough to
  really change things... She shoots for the moon again.

          VIVIAN
    Four thousand.

          EDWARD
    Vivian, may I point out five more
    nights at three hundred a night
    is only 1,500.

          VIVIAN
    But you want days too.

          EDWARD
    All right, two thousand.

          VIVIAN
    Three.

          EDWARD
    Done.

          VIVIAN
    Holy shit.

  And then, quickly getting herself back together, she flips on
  the sexy smile.

          VIVIAN (cont'd)
    Sugar, you got it.  I will treat
    you like a prince.  Anything,
    anyway you want.

          EDWARD
    I'm not just talking about sex.

          VIVIAN
    Look butthead, I'll treat you so
    nice you'll never want to let me
    go, okay?

          EDWARD
    Three thousand for five days.
    And Vivian, I will let you go.

  INT. PENTHOUSE BEDROOM - MORNING

  Edward comes out into the bedroom.  Vivian quickly follows.
  They move through the bedroom into the living room.

          EDWARD
    I'll be out most of the day.

  He reaches into his pocket for a money clip.  He peels off
  bills.  He hands the cash to Vivian.

          EDWARD
    I want you to go out and buy some
    decent clothes.

  Vivian's eyes go wide at the amount of money.

          EDWARD
    Nothing too flashy, not too sexy.
    Conservative.  Understand?

  INT. PENTHOUSE ENTRANCE WAY - DAY

  They're at the front door.

          VIVIAN
    Yeah, you want me to dress like
    your high class girlfriend.
    You're wasting your money though.
    All I'm gonna do is hang around
    the hotel.  As a matter of fact,
    I may never get out of that
    bathtub.

  Edward opens the door, he starts to exit.  He turns back.

          EDWARD
    Think again.  I'm taking you out
    to an important dinner with me
    tonight.

  The door closes in her face.

  INT. OUTSIDE THE PENTHOUSE DOOR - DAY

          VIVIAN (O.S.)
      (from inside)
    What?  Are you crazy?

  Edward smiles to himself.

          EDWARD
    Probably.

  INT. PENTHOUSE BATHROOM - DAY

  Vivian is stretched out in the hot bubble bath.  The TV is on.
  She clicks the remote control in her hand.

          VIVIAN
    Three thousand...

  She lies back into the soapy water and disappears.  She suddenly
  pops back up, laughing.

          VIVIAN
    Three thousand!

  A thought occurs to her.  She reaches for the cordless phone.
  She dials.  She waits.  She is about to disconnect when the
  phone is answered.

          KIT (O.S.)
    'Lo.

          VIVIAN
    Kit!  Where've you been?

          KIT (O.S.)
    I was asleep.  You woke me.  You
    okay?

          VIVIAN
    Kit, listen, the guy last night,
    the one in the Ferrari, I'm at
    this hotel, the Regent Beverly
    Wilshire, it's this absolutely
    unbelievable place and he's hired
    me for a whole week and Kit,
    listen, he's paying me three
    thousand bucks!  We can get out
    of the apartment.  We can get out
    of this town.  We can do anything!
      (silence)
    Kit?  Hey, you there?

          KIT (O.S.)
    Why'd he want you?

  That hurts.  Perhaps because Vivian's been wondering the same
  thing.

          VIVIAN
    He... he just does.

          KIT (O.S.)
    I'm sorry, Viv'.  Carlos has been
    on my back.
      (a beat)
    Did you get the money up front
    like I taught ya'?

          VIVIAN
    Three hundred for last night and
    he gave me extra to buy some
    clothes.  Now listen, I'm gonna
    leave an envelope for you at the
    front desk.
    Give me two hundred to the scum
    bucket and the other hundred to
    that asshole landlord for part
    of the rent.  Spend it on drugs
    and I'll pull your hair out.

          KIT
    I'm getting dressed now.  I'll
    be over.  Bye.

          VIVIAN
    Hey Kit, where do I go for the
    clothes?  Good stuff on him.

          KIT (O.S.)
      (brightening)
    In Beverly Hills?

          VIVIAN
    Yeah.

          KIT (O.S.)
    Baby!  Rodeo Drive.

  INT. HOTEL LOBBY - DAY

  Vivian comes out of the elevator and crosses the lobby.  She
  is back in her hooker clothes.  She leaves an envelope at the
  front desk.

  MR. THOMAS, the prim, middle-aged hotel manager, steps out from
  his office.  He stares in surprise and displeasure as he sees
  Vivian exit out the front door.  Vivian doesn't notice the odd
  stares she gets from two well-dressed MIDDLE-AGED WOMEN who are
  just entering.

  EXT. RODEO DRIVE - DAY

  Vivian is looking wide-eyed and delighted and yes, more than
  a bit overwhelmed.  She passes store windows... and MORE STORE
  WINDOWS... and still MORE STORE WINDOWS.  Each display is more
  beautiful and expensive than the one before.

  Vivian is also aware that she is getting odd looks.  From
  PASSERBY'S.  Two beautiful dressed GIRLS her own age look at
  her, turn away and giggle.  The uniformed GUARDS that stand at
  attention in front of many of the stores, stare at her
  suspiciously.

  Feeling more and more uncomfortable, Vivian comes to a posh
  woman's boutique.  She hesitates for a moment.  She enters.

  INT. BOUTIQUE - DAY

  Vivian is no sooner in the door than she is subject to the
  disapproving stare of a SALESWOMAN standing behind the counter.

          SALESWOMAN
      (cooly)
    May I help you?

          VIVIAN
    I'm just looking, thanks.

  Vivian tiptoes through the shop as if it was filled with
  delicate glass objects.  She cautiously examines a dress.  The
  Saleswoman quickly comes around the counter and approaches her.

          SALESWOMAN
    Are you looking for something in
    particular?

          VIVIAN
    Yes.  Something... conservative.

          SALESWOMAN
    Yes...

  Vivian eyes the Saleswoman, puzzled at her tone.  She examines
  a dress.

          VIVIAN
    You have beautiful things.
      (no reply)
    How much is this?

          SALESWOMAN
    I don't think it would fit you.

          VIVIAN
      (beginning to get the
       drift)
    I didn't ask if it would fit.
    I asked how much it was.

          SALESWOMAN
    It's very expensive.

  Vivian's body tenses as she stares at the Saleswoman.

          VIVIAN
    What is with you?

          SALESWOMAN
      (unblinking)
    Excuse me?

          VIVIAN
    I'm going to spend money.

          SALESWOMAN
    I don't think we have anything
    for you here.  You're obviously
    in the wrong place.

  Vivian is speechless.  She turns and stomps toward the door.
  She stops and spins around staring at the Saleswoman.  Vivian
  flips her off.  She throws the door open and storms outside.
  The Saleswoman calmly strolls back to her counter and returns
  to her place.

  EXT. RODEO DRIVE - DAY

  Vivian comes out onto the street and stands, lost.  She takes
  a deep breath, trying to control herself.  Two WOMEN, in elegant
  designer outfits, stroll by, eyeing Vivian as if she were a
  freak.  Vivian suddenly feels naked.  She turns and hurries
  away.

  INT. HOTEL LOBBY - DAY

  Vivian enters the lobby, upset, nervous and paranoid.  She feels
  an emptiness in her stomach at the sight of all the luxury
  around her.  She hurries toward the elevators.

  At the front desk, Mr. Thomas, once again spots her.  He crosses
  the lobby and deftly cuts her off from the elevator.

          MR. THOMAS
    May I help you Miss?

  Vivian stops, practically shaking with terror.

          VIVIAN
    I'm just going to my room.

          MR. THOMAS
    You're a guest here?

          VIVIAN
    I'm -- I'm with a friend.

          MR. THOMAS
    And who is that?

          VIVIAN
    I... Edward...

  Vivian's face is filled with confusion.  She doesn't know his
  name.  The elevator doors open behind them.  She spots the
  Operator.

          VIVIAN
      (blurting it out)
    He knows me.

  Mr. Thomas turns and eyes the Operator curiously.  The Operator
  looks back at them innocently.  With a smooth gesture Mr. Thomas
  waves the Operator over.

          MR. THOMAS
    Do you know this young lady?

  The Operator nods.

          OPERATOR
    She's with Mr. Harris.

          MR. THOMAS
      (surprised)
    Mr. Harris?

          OPERATOR
    She apparently joined him last
    night.

  Mr. Thomas waves the Operator away.

          MR. THOMAS
    Why don't you come with me.  We'll
    chat for just a moment.

  He takes Vivian gently but firmly by the arm and leads her off.

  INT. HOTEL OFFICE - DAY

  In a richly furnished office, Mr. Thomas places Vivian in a
  comfortable chair and then leans against the edge of his desk.

          MR. THOMAS
    What's your name?

          VIVIAN
    Vivian.

          MR. THOMAS
    Miss Vivian... things that go
    on in other hotels don't happen
    at the Regent Beverly Wilshire.

  Vivian says nothing.

          MR. THOMAS (cont'd)
    Mr. Harris, however, is a very
    special customer.  And we like
    to think of our special customers
    as friends.  As a customer, we
    would expect Mr. Harris to sign
    in any additional guests.  But
    as a friend, we're willing to
    overlook it, I'm assuming you're
    a... relative?

  Vivian finds herself nodding.

          MR. THOMAS (cont'd)
    I thought so.  You must be his...?

          VIVIAN
    Niece?

          MR. THOMAS
    Of course.  Naturally when Mr.
    Harris leaves, I won't see you
    in this hotel again.

  Vivian bites her lower lip, nods.

          MR. THOMAS (cont'd)
    Good.  We understand one another.
      (as a gentle
       afterthought:)
    I would also encourage you to
    dress in a more appropriate
    manner.

  Vivian's face screws up as she tries hard not to cry.

          VIVIAN
    That's what I was trying to do.

  She can't help it, the tears come.  Vivian pulls out the money
  Edward gave her.  She drops it on the desk.  It's a moist-
  looking wad now.

          VIVIAN (cont'd)
    I was trying to get some other
    clothes... but...
    they wouldn't... they made me feel
    like shit...

  She can't go on.  Mr. Thomas politely glances at the money.
  He unfolds it, smoothes it and hands it back to her.  He sighs.
  He picks up the phone.  He dials.

          MR. THOMAS
      (into the phone)
    Women's clothing.
      (beat)
    Bridget, please.

  Vivian is staring at him.

          MR. THOMAS (cont'd)
    Bridget, hello, this is Barnard
    Thomas over at the Regent Beverly
    Wilshire.  Well, thank you, that's
    flattering.  I'd like to ask a
    favor of you.  I'm going to send
    someone over.  Her name is Vivian.
    She's a guest of ours.  A very
    special guest.

  He glances at Vivian.  With those simple words, he'd made her
  feel better.

          MR. THOMAS (cont'd)
    She's from out of town and she
    needs a little help in dressing.
    Perhaps you could help her out.
    Thank you very much.  She'll be
    right over.

  He sets the phone down and smiles patronizingly at Vivian.

          MR. THOMAS (cont'd)
    There you are.  If you have any
    other problems, come ask for me
    personally.  I'm Mr. Thomas.

          VIVIAN
    Barney.

  She smiles mischievously.

  EXT. FORT OF LOS ANGELES - DAY

  A sleek corporate helicopter flies over the port.

  EXT. BUILDING ROOFTOP - DAY

  Edward, Vance, Stuckey and Jake walk toward the building's
  edge.  They look out over the empty shipyard as Vance describes
  it.

          VANCE
    Okay... this is the jewel in
    Kross's crown.  We can strip out
    all the heavy equipment.  Some
    of the cranes are very valuable
    overseas.  The Japanese are
    salivating for them.

          STUCKEY
    Prime industrial property
    straddling the Port of Long Beach
    and Los Angeles.  It gives me a
    hard-on.

  Edward points toward one of the edges of the shipyard.

          EDWARD
    What's that long building over
    there?

          JAKE
    Storage, I think.

          EDWARD
    Not with those smokestacks it's
    not.

          VANCE
    Let me check.

  Vance pulls out a notebook.

          JAKE
    The real estate possibilities
    are endless.  Most of the yard
    we'll just level.  I talked to
    a couple of developers, under the
    table, of course, and they said
    --

          EDWARD
    You what?

          JAKE
    I talked to some developers about
    the land.

          STUCKEY
    What kind of an idiot are you?
    You don't talk about this to
    anyone.

          JAKE
    They're close friends, they'd
    never breathe a word --

          STUCKEY
      (to Vance)
    Where did you dig this moron up?

          VANCE
    He's right, Jake, that was an
    incredibly stupid thing to do.
    It won't happen again, Edward.
    I'll pull him off the project
    immediately.

          EDWARD
    Don't bother.

          STUCKEY
    What!?

          EDWARD
    We don't have the time to bring
    someone new up to speed.
    Besides...
      (not unkindly, to Jake)
    You've already impressed everyone
    you need to, haven't you?

          JAKE
    It won't happen again, Mr. Harris.

  Vance has found what he was looking for in his notebook.

          VANCE
    This is interesting.  That
    building is storage now, but it
    used to be a smelting plant.  They
    closed it down after World War
    II.

          EDWARD
    I want our lawyers to check into
    the toxic waste licences on them
    right away.  I want to know if the
    permits are still valid and what
    kind of limits are on them.

          STUCKEY
    Jesus, yes.  It's a long shot but
    if the permits are still in
    effect, they're worth a fortune.

  He turns away.  The other follow Edward back toward the
  stairs.

          EDWARD
    What time's diner tonight?

          STUCKEY
    Eight o'clock.  Kross is bringing
    his son.  Very bright kid, watch
    yourself with him.  Who's this
    girl you're taking?

          EDWARD
    No one you know.

  INT. SAKS - SECOND FLOOR - DAY

  The elevator opens and Vivian walks out and surveys the room
  nervously.  She walks toward the women's clothing section.
  BRIDGET, a large friendly woman, spots her and quickly
  approaches.

          BRIDGET
    You must be Vivian.

  Vivian nods.

          BRIDGET (cont'd)
    Let's look at you...

  She steps back, regards Vivian with a professional eye.

          BRIDGET (cont'd)
    Where are you from, dear?

          VIVIAN
      (pause)
    Georgia.

          BRIDGET
    No wonder.  For starts, you should
    know that hot pants are horrid,
    even when you do have the legs
    to carry them off.  What are your
    plans while you're in town?

          VIVIAN
    Well... I might be going out to
    dinner.

          BRIDGET
    You'll want a cocktail dress
    then.  Turn.  You have a beautiful
    figure.  A little too out in the
    open but simply lovely.  Size six?
    Do you need shoes?

          VIVIAN
    I dunno.  Do thigh high, leather
    boots go with a cocktail dress?

          BRIDGET
      (calling out)
    Philip!  We'll need shoes!

  Bridget leads Vivian towards the racks of clothes.  She pulls
  out a dress.

          BRIDGET
    Your uncle will like this.

          VIVIAN
    He's not really my uncle.

          BRIDGET
    They never are, dear.

  INT. HOTEL LOBBY - LATE AFTERNOON

  Mr. Thomas is behind the desk.  He looks up.  Vivian is standing
  there, a happy look on her face.  She holds up a garment bag.

          VIVIAN
    I got a dress.

          MR. THOMAS
      (dryly)
    I rather hoped you'd be wearing
    it.

          VIVIAN
    I didn't want to get it messed.
    I got shoes too.  Wanna see?

          MR. THOMAS
    That's all right.  I'm sure
    they're quite lovely.

          VIVIAN
    They were real nice to me there.
    They treated me, y'know... nice.
    Thanks, Barney.

  Mr. Thomas tries not to wince at the familiarity.

          MR. THOMAS
    You're very welcome, Miss Vivian.

  She smiles at him.  He watches as Vivian turns and walks toward
  the elevator.  The provocative way her hips move just naturally
  attracts the attention of a MALE PASSERBY.  And the white gloved
  ELEVATOR MAN literally leaps to press the elevator button for
  Vivian who rewards him with a happy smile.  Mr. Thomas sighs.

  INT. PENTHOUSE - LATE AFTERNOON

  The phone is ringing Vivian enters.  She hurries to pick it up.

          VIVIAN
    Hello?

  The phone keeps ringing -- it has more than one line.  Vivian
  frantically punches buttons.

          VIVIAN (cont'd)
    Hello?  What?  Hello?

  INT. STUCKEY'S OFFICE - LATE AFTERNOON - INTERCUT

  Edward is in a private office.

          EDWARD
    Never answer the phone.  Ever.

          VIVIAN
    Tsk, believe me, this will be the
    last time.

          EDWARD
    Did you buy some clothes?

          VIVIAN
    I got a dress, yeah.

          EDWARD
    Just one?  Christ... I hope it's
    appropriate.

          VIVIAN
    It's very tasteful.  I think
    you'll especially like the zipper
    in the crotch.
      (silence)
    I'm -- joking.

          EDWARD
    Let's hope so.  You'll get some
    more clothes tomorrow.  I'll be
    pushed for time so meet me in the
    hotel lobby at seven forty-five
    sharp.  Got it?

          VIVIAN
    No, I don't "got it".  Even the
    farmboys back in Georgia come to
    the door when they're taking you
    on a date.

          EDWARD
    This isn't a date.

          VIVIAN
    Go by yourself then.  Where you
    taking me anyway?

          EDWARD
    The Rex.

          VIVIAN
    Any good?

          EDWARD
    I think you'll approve.

          VIVIAN
    ... all right.  I'll meet you in
    the lobby.  But only cause you're
    paying me to.

          EDWARD
    Thank you very much.

  Vivian slowly sets the phone down.  The phone rings again.
  Vivian, very carefully, punches the flashing button and picks
  it up.

          VIVIAN
    Hello?

          EDWARD
    I thought I told you not to answer
    the phone.

          VIVIAN
    Oooh!

  Edward hangs up.  He smiles to himself.

  Vivian bites her fingernails, looking nervous.  The doorbell
  RINGS.  Vivian looks up, startled.  She rises, moves to answer
  it.

  It's the Spanish MAID.  She nods politely at Vivian.

          MAID
    Housekeeping.  I come to turn
    down the bed.  5:00, I turn down
    the bed.

          VIVIAN
    What?

  The Maid points to her hotel badge, trying to explain.

          MAID
    Housekeeping.  I come to turn
    down the bed.

          VIVIAN
    Okay.

  The Maid enters.

          VIVIAN
    Is there a trick to it?

  INT. PENTHOUSE BEDROOM - LATE AFTERNOON

  The Maid turns down the bedspread.

          VIVIAN
    Is that all?  You just fold back
    the bedspread?

          MAID
    I also place las chocolates on
    the pillow.

          VIVIAN
    Oooh, I love those.

          MAID
    I leave extras, miss.

          VIVIAN
    Thanks!  Consuelo, are all rich
    people so lazy they can't do this
    on their own?

  Consuelo shrugs.

  INT. HOTEL LOBBY - LATE AFTERNOON

  Mr. Thomas is still behind the desk, working when a soft voice
  startles him.

          VIVIAN
    Barney.

  He looks up.  He sighs.  Vivian still hasn't changed.

          MR. THOMAS
    What is it, Miss Vivian?

          VIVIAN
    Edward is taking me to some fancy
    place for dinner.  The Rex.  Ever
    been there?

          MR. THOMAS
    It's a bit beyond my... range,
    shall we say.

          VIVIAN
    Yeah, mine too.  Is it like,
    y'know, normal?

          MR. THOMAS
    I think you'll find it normal
    enough.

          VIVIAN
    Will I like it?

          MR. THOMAS
    You'll like it fine.

          VIVIAN
    Okay.  Thanks, Barney.  You're
    the best.

  She turns away.

          MR. THOMAS
    Just mind which fork you use.

  Vivian turns abruptly back, a horrified look on her face.

          VIVIAN
    Fork?

  INT. HOTEL DINING ROOM - LATE AFTERNOON

  CLOSE ANGLE - PLACESETTING

  An elegant formal placesetting complete with a myriad of
  different size forks, spoons, stacked china plates and crystal
  glassware.

  ANGLE ON MR. THOMAS AND VIVIAN

  sit across from one another at a fully set table.

          MR. THOMAS
    In fifteen minutes I can teach
    you everything you need to know
    to dine with the Queen.  First,
    as you pick up the knife you shift
    your fork to the left hand.

          VIVIAN
    But I always eat like this.

          MR. THOMAS
    Either you're European or badly
    brought up.

          VIVIAN
    Hmmm... I vonder vich.
      (giggles)

          MR. THOMAS
    Actually, some of the richest
    people I know have the worst
    manners.  Of course, Mr. Harris,
    being of old money, knows his way
    around a table.  All right now,
    pay attention please.  Salad fork.

          VIVIAN
    What if they serve soup?

          MR. THOMAS
    They will serve salad.

          VIVIAN
    But what if they serve soup?

          MR. THOMAS
    Then you use your soup spoon.

          VIVIAN
      (smiles)
    I like steak.

          MR. THOMAS
      (picking up the
       appropriate utensil)
    Then you would use your--

          VIVIAN
    Steak spoon!
      (laughs)

  Mr. Thomas swallows his exasperation.

  WE PULL BACK from their table to reveal the cavernous, empty
  banquets room, each table is set and ready for the dinner
  service.

          MR. THOMAS
    Miss Vivian --

          VIVIAN
    Maybe I'll just order a burger,
    Barney, that way I can eat with
    my hands.

          MR. THOMAS
    Miss Vivian... there's a salon
    here in the hotel.  Instead of
    worrying unnecessarily about table
    manners, why don't you just have
    your hair done instead?

          VIVIAN
    Professionally?

  INT. SALON - LATE AFTERNOON

  Vivian sits in a salon chair.  The last customer, THANE, a
  young man of about twenty with his long hair pulled back in a
  pony tail, tilts her head one way and then another, eyeing her
  professionally.

          VIVIAN
    I have a friend who has a friend
    who does Cher's wigs.

          THANE
    I hate him already.
      (a beat)
    All set?

          VIVIAN
    Yeah... what a ya say we chop
    it all off and bleach the tips.

          THANE
    Darling?  Trust me.

  INT. HOTEL LOBBY - EVENING

  Edward enters and looks around the lobby.  No Vivian.  Annoyed.
  Edward crosses to a house phone and picks it up.  He's about
  to dial when:

          MR. THOMAS
    Good evening, Mr. Harris.

  Edward looks at him blankly.

          MR. THOMAS
    Barnard Thomas, manager of the
    hotel.

          EDWARD
    Of course, yes.  If you'll excuse
    me just a moment --

          MR. THOMAS
    I have a message for you from your
    "niece", sir.

          EDWARD
    My what?

          MR. THOMAS
    The young lady staying in your
    room?

  Edward's eyes narrow.  He hangs up the phone.

          EDWARD
    I think we both know she's not
    my niece.

  Mr. Thomas looks uncomfortable.

          EDWARD (cont'd)
    Does this hotel have any problem
    with that?

          MR. THOMAS
    Mr. Harris, a guest of yours, is
    a guest of ours and shall be
    treated accordingly.  The young
    lady asked me to tell you that
    she is waiting for you in the
    lounge.

          EDWARD
    Thank you.

  He starts towards the lounge.

          MR. THOMAS
    Very intriguing young woman, Miss
    Vivian.

  His tone stops Edward in his tracks.

          MR. THOMAS (cont'd)
    Have a good evening, sir.

  And off he goes, leaving Edward to wonder what the hell
  transpired during the afternoon.

  INT. HOTEL LOUNGE - NIGHT

  Edward enters the lounge.  He looks around, not seeing Vivian.
  And suddenly his eyes go back to... the beautiful girl with the
  beautifully styled hair in the beautiful black cocktail dress
  at the piano bar.  Edward tries to hide his surprise as Vivian
  rises, moves elegantly towards him.  She smiles.

          VIVIAN
    You're late.

  Such a beautiful woman deserves an apology and so, without
  thinking:

          EDWARD
    I'm sorry.

          VIVIAN
    You're forgiven.

  She waits expectantly.  He holds out an arm.  She takes it.

  INT. REX RESTAURANT - NIGHT

  Vivian comes out of the ladies room.  She walks forward past
  the MAITRE'D'S station.  She stops.  She takes a breath... and
  then walks forward.

  INT. REX - ANOTHER ANGLE - LOOKING DOWN

  Vivian moves down a marble starircase, through the elegant
  restaurant toward a far table.  Her beauty and natural grace
  draw approving stares.  She is like a queen moving through a
  ballroom.

  At a secluded table, Edward sits in conversation with two men.
  JAMES KROSS, in his early 70's, a bulky self-made millionaire
  industrialist.  Sitting next to him is his son and second in
  command, DAVID KROSS, a handsome man in his early thirties.
  All of them rise as Vivian comes to the table.  David Kross
  holds out Vivian's chair for her.  Surprised, she nods her
  thanks.  In front of her is an enormous placesetting.  She
  smiles down at the utensils, filled with confidence.

  Waiters have placed a delicate salad down in front of each of
  them.  Vivian proudly reaches for her salad fork.  But then she
  sees that Kross has picked up the fork closest to his plate and
  is digging into his salad with that.

  Vivian looks to see what Edward will do.  He doesn't seem
  interested in eating yet.  Neither does David Kross.  Feeling
  a sudden panic, Vivian puts her fork down.

          KROSS
    So young man, I understand you
    are trying to take over my
    company.

  A moment.  The abruptness of the question takes Edward back for
  a moment.  But then he almost smiles.

          EDWARD
    Please don't patronize me, Mr.
    Kross.  Our ages mean nothing
    here.

  Kross and David look at each other.

          DAVID
    Mr. Harris, we know you've
    purchased at least twenty percent
    of our stock.  We also know you
    plan to file a formal bid for a
    majority share.

          EDWARD
    Twenty-five percent.

          KROSS
    Mr. Harris, I built Kross
    Enterprises myself.  I know every
    man who ever worked there by his
    first name.  I know their wives...
    and their children.  If your
    intention is to take over my
    company and turn it into a
    glorified real estate deal, think
    again.

  Edward, thankfully, now reaches for his salad fork and begins
  to eat.  Relieved, Vivian picks up hers.  They all eat for a
  moment.

          EDWARD
    What do you suggest, Mr. Kross?

  WAITERS approach, some to clear the salad plates, some to put
  down the next course.  Vivian, thinking she's got to finish,
  quickly stuffs her mouth with the rest of her salad.  She is
  reluctant to let the Waiter take her fork.

          KROSS
    What would it take to buy our
    stock back?  Name your price.

          EDWARD
    To get me in a mood to sell --
    double what I paid.  But your
    company doesn't have enough
    capital right now to buy anything.

          DAVID
    We're on the verge of closing
    a large navy contract.  Double
    is ridiculous but we can assure
    you a healthy profit on your
    shares.  We would give you a
    promissory note...

          EDWARD
    You're not getting any navy
    contracts.

  Vivian can see that both father and son are stunned by this
  news.

          DAVID
    There's no way you could know
    that.

          EDWARD
    But I do know.  I also know your
    lines of credit are over-extended.
    If I don't buy your company,
    someone else will...
      (looking up)
    Ah, the escargot.

  Escargot are put down in front of everyone.  Vivian stares at
  them dubiously.  She picks up what she assumes is the next
  "right" fork.  She picks up a snail.  The two do not fit.
  Flustered, she doesn't know what to do.  No one else seems to
  be eating.  And now a Waiter comes and places escargot forks
  at each place.  Vivian picks it up with a sigh of relief.

          VIVIAN
      (softly, to the Waiter)
    Scume me, what are these things?

          WAITER
      (bending to whisper)
    Escargot, mademoiselle.

          EDWARD
      (leaning close to
       whisper)
    Snails.

  Vivian stares at them, horrified.  She, like James and David
  Kross, no longer seem interested in eating.  Edward eats with
  pleasure.

          EDWARD
    Mr. Kross, I'm not here to sell
    you my stock.  On the contrary,
    I'm here to buy yours.

          KROSS
      (angry)
    You've got a lot of nerve.

          EDWARD
    No.  What I have is a lot of
    money.

          KROSS
    I know all about you, Mr. Harris.
    When you buy companies, they have
    a way of disappearing.  Even the
    pension funds are stripped clean.
    The last three companies you took
    over were cut up in so many
    pieces, widows were left without
    their retirement checks.

          EDWARD
      (calmly)
    What I did with those companies
    was perfectly legal.

          KROSS
    I don't question the legality
    of what you do.  It's your
    morality that makes me sick.  I
    will not allow my company to be
    raped by a man like you.

          EDWARD
      (angry now)
    It is not your company.  It's a
    public company.  And I am going
    to acquire it.  Either I buy from
    the other stock holders, or I buy
    from you.

  Vivian struggles with her escargot.

          EDWARD (cont'd)
    I would suggest that you and your
    board cooperate with me, rather
    than fight a battle you don't have
    the ammunition to win.

  Vivian suddenly ZINGS her snail across the table.  Everyone
  looks to her.

          VIVIAN
    Slippery little suckers...

  Kross rises.

          KROSS
    If you'll excuse me young lady,
    Mr. Harris...
      (turns to David)
    Deal with this, David, you know
    where we stand.  I need to go
    someplace and puke.

  He rises.  He exits.

          DAVID
      (to Edward and Vivian)
    Men like my father built this
    country.  He was no saint.  He
    screwed people.  But for every
    guy he stepped on, he gave a
    hundred a good job.

  Edward is silent.

          VIVIAN
    He seems like a nice man.

  David looks at Vivian as if seeing her for the first time.

          EDWARD
    We can reach an understanding on
    this.

          DAVID
    I don't think so.  You should
    know we're going to fight you with
    every resource we have.

          EDWARD
    Do what you have to do.  I don't
    take it personally.

          DAVID
    I do.  I take it all very
    personally.
      (to Vivian)
    Very nice meeting you, Vivian.

  David Kross gets up and leaves.  Vivian and Edward sit in
  silence.

          EDWARD
      (a beat)
    And that's the way the game is
    played.

          VIVIAN
    Some game.  Screwin' some poor
    slob out of his retirement.

  Edward says nothing.  But Vivian can see she's hit a nerve.

          VIVIAN
    Snails for dinner.  No wonder
    everybody is in such a bad mood.

  A Waiter appears at the table.

          WAITER
    Are we ready for the next course,
    sir?

          EDWARD
    No.  Bring a check, please.

  INT. PENTHOUSE LIVING ROOM - NIGHT

  Edward's face is pensive and thoughtful as he stares out of
  the glass window down at the city lights.  He quickly drains
  his champagne glass.  Vivian moves to stand next to him.
  She refills his glass from the bottle.

          EDWARD
    Thank you.

  He drinks.  Silence.

          VIVIAN
    You're upset, huh?

          EDWARD
    Upset.  No.  I never get upset
    about business.

          VIVIAN
    You liked the guy, though.

          EDWARD
    Whether I liked him or not is
    irrelevant.  It's business.
    There's no emotion involved in
    business... if you want to
    survive.

          VIVIAN
      (excited)
    We're the exactly the same!  Kit
    keeps telling me don't get
    emotional when you turn tricks
    -- that's why no kissing -- it's
    too personal.
    The key is like you're saying,
    stay numb, don't get involved --
    when I'm with a guy, I'm a robot,
    I just do it.
      (realizing what she's
       saying and quickly
       recovers)
    Except with you.  At your price
    I give my all...

  Edward laughs.

          VIVIAN (cont'd)
    Let's not talks about this heavy
    stuff.  Come on, relax.

  Vivian comes up behind him.  She begins to rub his shoulders.

          EDWARD
    That... is very good.

  A moment.  Edward is silent.  Turns him, unknots his tie,
  unbuttons his collar.

          VIVIAN
    Know what we're gonna do in a
    little while then?  We're gonna
    call Domino's and have'm deliver
    a bigass pizza.  We're gonna eat
    it in bed.  We're gonna veg' out
    and watch television.

          EDWARD
    Television?

          VIVIAN
    Yeah, it's this box, it has
    pictures, sound.  You don't have
    to use your brain at all.

          EDWARD
    I have work to do.

          VIVIAN
    Uh-uh.  No work.

  Smiling, she softly kisses his throat.

          VIVIAN (cont'd)
    See... what you haven't figured
    out yet...

  She kissed his neck.  She fumbles with his belt.

          VIVIAN (cont'd)
    Is that while you're the boss
    everyplace else... I'm the one
    in charge here.

  She kisses his chest.

          VIVIAN (cont'd)
    You... just think you are.

  She starts to kneel down.  He stops her.  They stare at one
  another for a moment.  He releases her.  She smiles.  She
  starts to undress him.

  INT. PENTHOUSE BEDROOM - MORNING

  Vivian is asleep.  She turns over, slowly waking.  Her hand
  goes out to touch Edward and encounters nothing but empty bed.
  Vivian comes awake with a sudden start.  She look around
  momentarily frightened, not sure where she is.  Sighing with
  relief, she lies back down.  She sees Edward's American Express
  card on the pillow next to her.

          EDWARD (O.S.)
    Wake up, Vivian.  Time to shop.

  Edward comes out of the bathroom and moves toward the bed.
  He is tying his tie.  Vivian sits up and ties it for him.  He
  smiles at her.

          EDWARD
    I still don't understand why you
    only bought one dress.

          VIVIAN
    I wasn't as much fun as I
    thought it was going to be.

          EDWARD
    Why not?

          VIVIAN
    Well, you know those cold bitches
    that work in those stores and try
    to intimidate you?  It works.

          EDWARD
    Was someone rude to you?

          VIVIAN
    I had a little problem in one
    store.  I wasn't dressed right.
    I don't know what to say.  I don't
    belong there.  Maybe I'll just
    go back to Bridget.  She was cool.

          EDWARD
    Vivian, you belong wherever you
    are.  I don't care how you were
    dressed, they were the ones who
    were wrong, not you.

  Edward sits on the bed.

          EDWARD (cont'd)
    People aren't going to respect
    you unless you respect yourself.
      (a beat)
    The next time someone is rude to
    you, you stare at them right here.

  He softly touches her, right between the eyes.

          EDWARD (cont'd)
    It's an old trick I use,
    especially with bankers.  Works
    every time.  Will you try it?

          VIVIAN
      (confidently)
    Okay.

          EDWARD
    Good.

          VIVIAN
      (a beat)
    Come with me?

  Edward looks at his watch.  Vivian covers it with her hand.

          VIVIAN
    Please.

  INT. BOUTIQUE - DAY

  A beautiful, chic women's shop.  The haughty SALESGIRL
  approaches Vivian near a rack of dresses.  Edward hovers in the
  b.g.

          VIVIAN
      (nervous)
    Hello.  Can you help me?

  The Salesgirl looks Vivian up and down.  A Pause.  Vivian gives
  her "the stare" and straightens up.  We see the Salesgirl's
  reaction change.

          VIVIAN
      (confidently)
    I'm looking for a dress, nothing
    too flashy, not too sexy,
    conservative.  In a size six.

          SALESGIRL
      (uncomfortable under
       Vivian's stare)
    Do... do you have a charge
    account with us?

  Vivian smiles and draws out Edward's American Express card.
  The Salesgirl nods and quickly moves to a rack of dresses to
  find Vivian's size.

  INT. BOUTIQUE - DAY - IN A SERIES OF CUTS

  Vivian tries on different clothes under Edward and the
  Salesgirl's supervision.

  Vivian comes happily out of the dressing room wearing a low
  cut, spangled and fringed outfit.  Edward shakes his hand.  The
  Salesgirl holds a classic tweed ensemble over Vivian's outfit.
  Vivian scowls.

          VIVIAN
      (sighing)
    I look like fucking Nancy Reagan.

  INT. BOUTIQUE - ANOTHER ANGLE

  The Salesgirl shows Edward clothes by Ann Taylor.  He turns
  to find Vivian happily holding up a tiny, low cut leather dress.
  Edward shakes his head in mock disapproval.  Vivian scowls.

  INT. BOUTIQUE - ANOTHER ANGLE - LATER

  Vivian is wearing an elegant pastel dress.  Edward is standing
  at the store's bar, watching and talking on the telephone.

  INT.  STUCKEY'S OFFICE - DAY - INTERCUT WITH EDWARD

  Stuckey and Vance are pouring over stock reports, talking to
  Edward on the speaker phone.

          VANCE
    Kross came out of his corner
    swinging.  He started buying up
    all available stock as soon as
    the market opened.

          EDWARD
      (almost to himself)
    He's a tough old son of a
    bitch...

  Edward is watching Vivian.  She pulls the hem of her skirt up
  to mid thigh.  She looks hopefully over to Edward.  Edward
  shakes his head.

          VANCE
    It's up to ten and a quarter.

          EDWARD
    Offer nine and a half.  Bring
    them back down to earth.

          STUCKEY
    Goddamit!  Where is he getting
    the money to fight?

          EDWARD
    Someone's loaning it to him.
    Get on it right away.

          STUCKEY
    Our contract guys are working
    on the Kross pension funds.
    There's another forty million
    there.  We can bleed'm dry.

  There is a sudden hesitation in Edward's eyes.  He watches as
  Vivian tries on a hat.  She preens for him.  He smiles.

          EDWARD
      (to Vance & Stuckey)
    Put the pension funds on hold
    until I say otherwise.

          STUCKEY
      (surprised)
    We're letting them slide?

          EDWARD
    I want the treatment plant
    licenses to be top priority right
    now.

          STUCKEY
    But, Edward...

          EDWARD
    Do it.

  Edward hangs up and takes a long look at Vivian.  She moves
  to him.

          EDWARD
      (looks at his watch)
    You're on your own now, Vivian.
    I've got to get to work.  Be
    sensible and you can keep
    everything.  Spend too much and
    it all goes back.

  Vivian hugs him again.

  EXT. RODEO DRIVE - DAY

  Vivian walks along Rodeo Drive.  She looks lovely in the pink
  dress and new, white shoes.  A pretty, white hat is the final
  touch.  She carries a bag containing her old clothes.  She stops
  at a trashcan and ceremonially throws the offending items away.

  INT. TORIE STEELE BOUTIQUE - SHOPPING MONTAGE

  We SEES Vivian in each department within the store with
  different SALESPEOPLE.  She happily and confidently tries on
  a variety of dresses, hats, shoes, accesarries, etc.

  1)  Vivian is in a dressing stall.  She tosses a dress out
  to a waiting SALESWOMAN.

          VIVIAN
    Not me!

  2)  A SALESWOMAN holds a long, purple evening gown.

          VIVIAN
      (imitating Bridget)
    Horrid!

  3)  Vivian is admiring a pair of beautiful suede dress pumps.
  Her attention is drawn to the SALESMEN'S exotic hand-painted
  tie.

          VIVIAN
    Where'd you get your tie?

  4)  Vivian stands in front of an enormous tie rack with the
  Salesman, a dozen wild, swirling designed ties are hanging over
  his outstretched arm.  Vivian picks out the brightest one and
  smiles.

  EXT. RODEO DRIVE - DAY

  Vivian's arms are filled with clothing boxes and bags.  She
  feels like she owns the block.  A well-dressed MAN passes by,
  smiling politely.  Vivian's nose lifts as she happily ignores
  him.

  Suddenly Vivian stops.  She's about to pass the shop she was
  thrown out of.  Vivian takes a breath and enters the shop.

  INT. BOUTIQUE - DAY

  Vivian enters.  The moment she steps through the door, Vivian's
  courage leaves her.

  The saleswoman is waiting on a CUSTOMER.

          SALESWOMAN
      (to the customer)
    Isn't this lovely?  I think it
    would look wonderful on you.

  Vivian musters her courage.  She takes a deep breath and starts
  forward.

          SALESWOMAN
      (to her customer)
    Would you like to try it on?

          VIVIAN
    'Scume me.

  Both the saleswoman and her customer look up.  The saleswoman
  smiles pleasantly.

          SALESWOMAN
    Yes?

          VIVIAN
    Do you remember me?

          SALESWOMAN
    No, I'm sorry, I don't.

          VIVIAN
    I was in here yesterday.

  Vivian slowly raises her middle finger.  The recognition starts
  to dawn in the saleswoman's eyes.  Vivian's courage begins to
  return.

          VIVIAN
    Yeah.  That's right.  It's me.
    I want you to know something.
    You made me feel terrible. I
    wasn't dressed right and you said
    I didn't belong here.  Well, I
    do.  You're the one that was
    wrong, not me.  And I want to tell
    you something else.  I'm never
    gonna shop here again as long as
    I live.

  And with that, Vivian turns and walks out.

  The saleswoman is stunned.  A beat.  The customer thrusts the
  dress into the saleswoman's arm as if offended by Vivian's
  speech and leaves the store also.

  INT. HOTEL LOBBY - DAY

  Mr. Thomas looks up from the desk.  And stares.  Vivian and a
  BELLHOP stroll through the hotel entrance and across the hotel
  lobby to the elevator.  The bellhop's arms are packed with boxes
  and shopping bags.  Mr. Thomas can't help it.  He smiles to
  himself.

  INT. PENTHOUSE LIVING ROOM - DAY

  Vivian opens the front door for the Bellhop who carries in her
  packages.  She motions for him to place them on the couch.  He
  does.  Vivian happily tips him with a five dollar bill.  He
  exits.  The door closes.

          VIVIAN
    Wheee!!!

  Vivian does a giddy spin and falls onto the couch.

  INT. BROKERAGE HOUSE MEETING ROOM - DAY

  Stuckey enters.  Edward is standing at the end of a long
  meeting table.  He is serving himself coffee from a tray.

          STUCKEY
      (gloating)
    You were right.  Kross mortgaged
    everything he has down to his
    grandson's college tuition to
    secure loans from a bank.  Not
    just any bank.  One we do business
    with.

  Edward just sips his coffee.

          STUCKEY (cont'd)
    It goes without saying that your
    business means a great deal more
    to them than our friend Kross's.
      (a beat)
    All you have to do is make a call.

  Edward is silent.  Stuckey is again surprised.

          STUCKEY
    Excuse me for saying this but what
    is wrong with you this week?
    First, you go soft on the pension
    funds.  Now, you're giving him
    the chance to get away?  As of
    two minutes ago, you are committed
    to the tune of over fifty million
    dollars --

          EDWARD
    Come on, Bill, don't talk to me
    about how much money's involved.
    It's my money.

          STUCKEY
    And some of it's mine.  Edward,
    his jugular's exposed.

  Edward hesitates.  Then:

          EDWARD
    Get the bank on the phone for me.

  INT. PENTHOUSE - EVENING

  Edward enters.  He closes the door.  He turns.  And stops.  A
  beautiful, candlelit, food laden table has been set up in the
  middle of the room.  Champagne and wine chills in a bucket.
  A fire burns in the fireplace.  Music is playing.

          VIVIAN (O.S.)
    Hi.

  Edward turns.  And stares again.  Vivian stands in the bedroom
  doorway.  She is wearing an exquisite silk dressing gown.  She
  looks incredibly beautiful.

          VIVIAN
    I thought maybe you'd like dinner.

          EDWARD
    Thank you.  I would.
      (he fingers her dressing
       gown)
    Nice.

          VIVIAN
    Wait till you see what I have
    on underneath.

          EDWARD
    Please.

  She opens the dressing gown.  What she has on underneath is
  absolutely nothing.  Edward crosses to her.  Taking her in his
  arms, he lifts her up and kisses her breasts.

          VIVIAN
    What about dinner?

          EDWARD
    Dinner can wait.

  INT. PENTHOUSE BATHROOM - NIGHT

  The bathroom is lit by candles.  Vivian and Edward are in the
  marble tub.  Vivian sits behind Edward.  She lazily washes his
  shoulders and back with a large sponge.

          VIVIAN
    You always been rich?

          EDWARD
    No.

          VIVIAN
    Seems like it.  I guess it's easy
    to get used to, huh?

          EDWARD
    Easier than learning how to be
    poor.
      (a moment; and then:)
    My father's family was wealthy.
    When I was young there were cars
    and houses, private schools,
    nannies.  But then my father
    divorced my mother to marry
    another woman.  And he took his
    money with him.

  Silence.

          VIVIAN
    Keep talkin'.  I like hearin'.

          EDWARD
    Not much to tell.  I went to
    public school.  Went to
    university on scholarship.  Went
    to work for an investment firm.
    In eight years I owned it.
      (and then; growing very
       quiet)
    My father was chairman of the
    board of the third company I ever
    went after.  I swallowed that
    company and shit out the pieces.
    One of the pieces was him.

  Vivian softly traces small patterns on Edward's shoulders with
  a finger.

          VIVIAN
    You still mad at'm?

          EDWARD
    He died a long time ago.

  She gently rests her head on his back.

  EXT. HOTEL ROOM - DAY

  PANNING BELLIES  People are sunbathing by the pool.
  Overweight... lobster red... old and stretch-marked... fishy
  white... and then gorgeous.  The gorgeous is Vivian.  She is
  wearing a miniscule bikini and sunglasses.

          WAITER (O.S.)
    Miss Vivian?

  She looks up.  A young WAITER, looking a little dry-mouthed at
  the sight of her, is holding a telephone.

          WAITER
    You have a call.  Mr. Harris.

          VIVIAN
      (taking the phone)
    Hi, baby.
      (a moment)
    I'll be ready.  Bye.

  She hangs up.  She looks at the Waiter, confused.

          VIVIAN
    What do you wear to polo?

  EXT. THE LOS ANGELES EQUESTRIAN CENTER - LATE AFTERNOON

  Horses and riders crash and careen on the playing field.  An
  enthusiastic crowd cheers.

  DOWN OFF THE EDGE OF THE FIELD

  a tailgate party using Cadillacs and Rolls Royces is in
  progress.  Horses and riders thunder by a crowd of very
  well-dressed, successful-looking people -- celebrities, execs,
  socialites, aficionados -- most of whom ignore the game.  They
  are there to see and be seen much more than to watch a polo
  match.

  EXT. EQUESTRIAN CENTER - LATER AFTERNOON

  Vivian and Edward make their way towards the party.  Edward is
  wearing his new tie.  Vivian is looking very chic and beautiful
  in one of her new outfits.  Not that it's helping -- the place,
  the people, the wealth -- everything here suddenly has her
  overwhelmed.  She suddenly stops.

          VIVIAN
    You're really pushing it,
    bringing me here.

          EDWARD
    I think it's exciting.

          VIVIAN
    What id we run into someone I
    know?

          EDWARD
    I really doubt anyone here
    frequents Hollywood Boulevard.

          VIVIAN
    You did.

  A VOICE calls out.

          STUCKEY (O.S.)
    Edward!

  They turn.  William Stuckey is with a group of people.  He waves
  them over.

          STUCKEY (cont'd)
    Come on!  Over here!

  Edward takes Vivian's arm and leads her forward.

  EXT. EQUESTRIAN CENTER - LATE AFTERNOON

  Stuckey grins and shakes Edward's hand.

          STUCKEY
      (looking at Vivian)
    Well, well, well...

  Vivian dislikes this guy on sight.  Dislikes the frosty looking
  woman at his side.

          EDWARD
    Bill, I'd like you to meet Vivian.

          STUCKEY
      (holding out a hand;
       smiling)
    Bill Stuckey, Vivian.  My wife,
    Elizabeth.

          VIVIAN
    Hi.

  Elizabeth Stuckey stretches her thin lips in a cold smile.

          STUCKEY
    Lots of fun people here.  Let me
    get you two some champagne.

  He moves quickly away.

          ELIZABETH STUCKEY
    Excuse me.

  She moves to greet someone else.  Vivian and Edward survey the
  milling CROWD.

          VIVIAN
      (sarcastic)
    Real genuine guy.

          EDWARD
    He's good at what he does.

          VIVIAN
    You could freeze ice on his wife's
    ass.  She anything like your ex?

          EDWARD
      (a small smile)
    Shall we mingle?

  EXT. EQUESTRIAN CENTER - ON THE FIELD - LATE AFTERNOON

  A goal is scored.

  IN A SERIES OF CUTS

  Edward watches and guides her, Vivian sips champagne and meets
  and chats and wins over different PEOPLE.

  EXT. EQUESTRIAN CENTER - ANOTHER ANGLE - LATE AFTERNOON

  A group of PEOPLE.

          WOMAN
    I simply love your dress, Vivian.

          VIVIAN
    This old thing?

          WOMAN
    Of course, a figure like yours
    can wear anything.  You must work
    out constantly.

          VIVIAN
    I lead a very physical life.

          OLDER MAN
    Are you into running, Vivian?

          VIVIAN
    I'm into walking.  I walk a lot.

  EXT. EQUESTRIAN CENTER - ANOTHER ANGLE - LATE AFTERNOON

  In another group of PEOPLE.

          ANOTHER MAN
    You look awfully familiar, Vivian.
    Haven't we run into one another
    at the spa in La Costa?

          VIVIAN
    Well, I do often spa there.

  EXT. EQUESTRIAN CENTER - ANOTHER ANGLE - LATE AFTERNOON

  Edward and Elizabeth Stuckey watch Vivian laugh and chat with
  a group of WOMEN.

          ELIZABETH STUCKEY
    Edward, she's marvelous.  Warm
    and witty and down to earth.

          EDWARD
      (with pleasure)
    She is, isn't she.

          ELIZABETH STUCKEY
    So unlike your usuals.  Where on
    earth did you find her?

  Edward smiles enigmatically.  Taking an hors d'oeuvres off a
  passing WAITERS's tray, he starts forward.

  EXT. EQUESTRIAN CENTER - ANOTHER ANGLE - LATE AFTERNOON

          A WOMAN
    We're good together.  He has to
    admit it.  I've been just what
    he wants me to be.  I say the
    right things, I know the right
    people, I give wonderful parties.
    No question, no arguments, no
    embarrassments.  It works for both
    of us.

  That makes Vivian think.  And then she smiles as she sees Edward
  approaching.  Vivian moves to him.

          VIVIAN
    Edward, these women here, I don't
    think any of'm like the guys
    they're with.  They're just into
    it for the money.

          EDWARD
    I'm sure that's true for some of
    them.

          VIVIAN
    I thought I was the pro.  These
    women make me feel like an
    amateur.

          EDWARD
      (a beat)
    Ready to stomp sod?

  EXT. EQUESTRIAN CENTER - ON THE FIELD - LATE AFTERNOON

  IN A SERIES OF SHOTS TO MUSIC

  The CROWD engages in sod stomping.  They drink champagne.  They
  make a dance out of it.  They laugh.  Shoes get stuck in the
  mud.  It's ludicrous -- these people in their suits and fancy
  clothes, replacing divots and stepping over the horse shit.
  In a corner of the field, grazing horses stare, seemingly in
  disbelief.

  Vivian is having a wonderful time.  And then, as she moves
  towards the outside of the crowd she sees someone staring at
  her from over among some of the riders and grazing horses.
  David Kross smiles at Vivian.  She hesitates... and then she
  crosses towards him.

  EXT. EQUESTRIAN CENTER - ANOTHER ANGLE - LATE AFTERNOON

          DAVID KROSS
    Hi.

          VIVIAN
    Hi.  I never thought stomping
    in grass could be so much fun.

          DAVID
      (laughs)
    I like your hat.

          VIVIAN
    Huh?  Oh... yeah.  S'okay?
      (pleased; a moment)
    Uhm... how're... business things
    going.

          DAVID
    Let's not talk about it, it's too
    depressing.  Come on, I'll show
    you Thunder.

          VIVIAN
    Please, we hardly know each other.

          DAVID
    Thunder's a horse.  Come on.

  EXT. EQUESTRIAN CENTER - ANOTHER ANGLE - LATE AFTERNOON

  They approach the sweating mount.  David Kross caresses the
  horses muzzle.

          DAVID
    Hey, big guy, you getting tired,
    yet?  I am.  This is Vivian.
      (a beat; and then:)
    You two been together long?  You
    and Edward?

          VIVIAN
    No.

          DAVID
    Hope to be?

  To Vivian's surprise, the question causes a pang inside.

          VIVIAN
    It's... it's not like that.

          DAVID
    I see.  Well.  Maybe that means
    you'd have lunch with me sometime
    then.

  Vivian is suddenly silent.  She looks away.

          DAVID (cont'd)
    I'm sorry, am I being too forward?

          VIVIAN
    You don't know anything about me.

          DAVID
    I'd like to find out.  You don't
    know anything about me either.
    That's why people have lunch.

  But something holds Vivian back, a feeling.

  EXT. EQUESTRIAN CENTER - IN THE CROWD - LATE AFTERNOON

  William Stuckey turns... stops... stares.  He sees Vivian and
  David Kross standing together.  He stares, his mind racing, and
  anxious, angry look on his face.

  EXT. EQUESTRIAN CENTER - LATE AFTERNOON

  Stuckey has Edward off to the side.  He is talking to him in
  a low, earnest voice.

          STUCKEY
    Fill me in on this.  How'd you
    and Vivian meet?

          EDWARD
    We just did.

          STUCKEY
      (grinning)
    Come on, you can tell me.  I sure
    would like to know where a guy
    runs into a girl as attractive
    as this.

          EDWARD
    The night I left your house, I
    was lost.  I was looking for
    directions.

          STUCKEY
    And you just happened to run into
    her.  Great.  What's she do?  She
    work?

          EDWARD
    Yes...

          STUCKEY
    Doing what?

          EDWARD
    Vivian's in sales.

          STUCKEY
    Sales, really?  That's great.
    What does she sell?

  Edward's eyes narrow.

          EDWARD
    Why do you want to know?

          STUCKEY
    Hear me out.  I've known you a
    long time.  I see a difference
    in you this week.  Like that tie.
    I'm suddenly wondering if this
    girl's not the difference.
    Especially when I see her talking
    with David Kross.

  EXT. EQUESTRIAN CENTER - ANGLE ON VIVIAN

  Vivian turns away from the bar, now holding two glasses of
  champagne.  She scans the crowd for Edward.

  EXT. EQUESTRIAN CENTER - ANGLE ON EDWARD AND STUCKEY

          EDWARD
    She met him at dinner last
    night... I like this tie.

          STUCKEY
    So now they're best friends?
    Edward, this girl appears out of
    nowhere and now I see her talking
    to a guy whose company we're
    trying to buy.  It's too
    convenient.

          EDWARD
    You're being ridiculous.

          STUCKEY
    Industrial espionage is not
    ridiculous.  Edward, how do you
    know she hasn't attached herself
    to you so she can bring Kross back
    information?

          EDWARD
    Christ, Bill, she's not a spy,
    she's a hooker.  I picked her up
    off Hollywood Boulevard.

  EXT. EQUESTRIAN CENTER - ANGLE ON VIVIAN

  as she hear loud sudden LAUGHTER.  She turns.  She sees that
  it's Stuckey laughing.  Smiling, Vivian starts towards them with
  two glasses of champagne.

  EXT. EQUESTRIAN CENTER - ANGLE ON STUCKEY AND EDWARD

          STUCKEY
    I swear to God, you are the only
    millionaire I ever heard of who'd
    go looking for a goddam bargain
    streetwalker!

  Edward sees Vivian coming.

          EDWARD
    Let's drop it, shall we?

  Edward turns.  He smiles gently as Vivian quietly approaches
  and hands him his glass of champagne.

  A group of BUSINESSMEN are standing a short distance away.
  One of them calls out:

          MAN
    Edward!  May we have your opinion
    on something?

          EDWARD
      (to Vivian and Stuckey)
    Excuse me a moment.

  He moves to join the group of men.  Stuckey gives Vivian a
  broad smile.

          STUCKEY
    Having a good time, Vivian?

          VIVIAN
    Yeah.  Thanks.

          STUCKEY
    All this must be quite a change
    from Hollywood Boulevard.

  Vivian looks as if she's been struck.

          VIVIAN
    What?

          STUCKEY
    It's okay.  Edward told me.  Your
    secret's safe with me.

  Stuckey runs his hand up her arm.

          STUCKEY (cont'd)
    What do you charge, Vivian?
    Maybe you and I could get together
    after Edward leaves.

          VIVIAN
      (forcing a bitter smile)
    Yeah.  Sure.  Why not.  Call me
    at the Regent Beverly Wilshire.

          STUCKEY
    I just might do that.

  He moves away.  Vivian turns.  Edward looks up from his
  conversation, sees her looking at him.  He smiles, raises his
  glass in a small toast.  A moment.  Vivian toasts him back.

  INT. PENTHOUSE - NIGHT

  They enter.  Edward switches on a light.  Vivian comes down the
  steps into the room.  Edward follows after her.

          EDWARD
    You're awfully quiet.  You haven't
    said a word since the party.

  As Edward touches her shoulder, Vivian suddenly spins and
  explodes with anger.

          VIVIAN
    You asshole!  I can't believe what
    a --!

          EDWARD
    Vivian, what the --

  Tears well in Vivian's eyes as she yells at him.

          VIVIAN
    Clean the slut up, take her out,
    huh?!  What are you trying to
    prove!?  I'm not a piece of meat
    for you to offer to your friends!

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

          VIVIAN
    I've been with stinking old men
    who've made me want to puke but
    I've never had anyone make me feel
    as dirty as you did tonight.

          EDWARD
    Would you please calm down.  Tell
    me what happened.

          VIVIAN
    Stuckey!  He wants an
    "appointment" with me after you
    leave.  You my pimp now or did
    he think that up on his own?

  Edward looks guiltily away.

          EDWARD
    What was I supposed to do?
      (a beat)
    I told the truth.  Why should the
    truth upset you?  It's not as if
    you're from a convent.

          VIVIAN
    I want my fucking money.  I'm
    getting out of here.  I don't want
    anything more to do with you.

          EDWARD
    Can we talk about this?  Can you
    just try to calm down?

          VIVIAN
    Your goddamned friend, he thinks
    the only reason I'm with you is
    for the money.

  A tear falls from Vivian's eyes.

          VIVIAN
      (defiantly)
    Well, it's true.  Just pay me
    what you owe me and I'm gone.

          EDWARD
    Vivian...

          VIVIAN
    Pay me!  Before I pick up this
    chair and smash your face in.

          EDWARD
    Fine.  I'm only here a couple
    of more days and I'm not going
    to spend them fighting with you.

          VIVIAN
    Fuck off.

          EDWARD
    I'll call you a cab.  If you want
    the clothes, pack them up.

  Vivian stands quietly for a moment.  And then she turns and
  walks into the bedroom.

  INT. PENTHOUSE BEDROOM - NIGHT

  Vivian starts roughly picking up her clothes in the dim light
  of the bedroom.  As she does she starts crying.  With each item
  of clothing the tears come down harder.  Edward appears at the
  doorway.  His face is genuinely concerned.

          EDWARD
    Vivian... I'm sorry.  I wasn't
    prepared for questions about us.
    It was an idiotic and insensitive
    thing I did.  I should have known
    that it would hurt you.

          VIVIAN
    I'm not hurt.  It doesn't hurt
    you when somebody pisses on you,
    it just pissed you off.

          EDWARD
    I really am sorry.

  Vivian lets the clothes fall from her arms.  Sobbing, she stands
  limply.

          VIVIAN
    You hurt me.

  Edward goes to her and wraps his arms around her shoulders.
  She touches his hand.  He sits on the bed.  He pulls her to him
  and wraps his arms around her, holds her tight.

          EDWARD
    I'll make it up to you.

  INT. BROKERAGE HOUSE - DAY

  Edward, carrying a briefcase, moves jauntily down a long
  hallway.  Stuckey trails after him.

          STUCKEY
    This is no time to disappear.
    We're in too far.

          EDWARD
    Bill?  Stop panicking.  Kross
    isn't going anywhere and I don't
    need to spend the rest of the day
    watching his stock go down.  I'll
    be in the office tomorrow.

          STUCKEY
    Promise me you'll read those
    contracts by then.

          EDWARD
    Goodbye, Bill.

  Stuckey stops.  He calls after Edward.

          STUCKEY
    Shit... By tomorrow, Edward!

  Edward hurries on.

  EXT. REGENT BEVERLY WILSHIRE - DAY

  Edward exits out of his limo and walks to the front doors.

  INT. HOTEL LOBBY - DAY

  Edward smiles, moving jauntily to the elevators.  Mr. Thomas
  at the front desk notices Edward's happy mood.

          MR. THOMAS
    Good afternoon, Mr. Harris.

          EDWARD
    Afternoon.

  Edward's attention is taken by the glittering jewelry display
  in the hotel jewelry store window.  He detours from the
  elevators and moves to the window for a closer look.  He thinks
  a moment and enters the jewelry store.

  INT. PENTHOUSE - AFTERNOON

  Vivian comes out of the bedroom into the living room wearing
  an elegant red sequined evening dress.  She looks incredibly
  beautiful.  She sees the phone.  A thought occurs to her and
  going to it, she picks it up.  Waits.

          VIVIAN
    C'mon, Kit...

  No answer.  She hears someone at the door.  She hangs up.
  Edward enters.  He is carrying a small case.  He stops at the
  sight of Vivian.

          VIVIAN
    Do I look okay?

          EDWARD
      (a small smile)
    Hmm... let's see... no, there's
    something missing.

  He holds up the small case.

          VIVIAN
    What's that?

          EDWARD
    I don't want you to get too
    excited... these are on loan...
    however...

  Vivian's jaw drops.  Edward is holding a diamond and ruby
  necklace in his hands, holds it as if it might melt if he
  breathed too hard.  Edward behind Vivian, fastens the
  necklace around her neck.

          EDWARD
    This is made for a princess.
    I think she'd approve of you
    wearing it tonight.  There.
    Come look.

  He leads her to a mirror.  She stares at her reflection.

          VIVIAN
    Edward, I can't.

          EDWARD
    Shush.  Of course you can.

          VIVIAN
    What if I lose it?

          EDWARD
    You won't.

          VIVIAN
    What if someone tries to steal
    it?

          EDWARD
    I'll guard them and you with my
    life.

  EDT. BURBANK AIRPORT - DAY

  A limo pulls onto the tarmac at Burbank Airport.  A PILOT in
  a leather jacket and sunglasses hurries forward to open the limo
  door.  Edward -- now wearing evening clothes -- and Vivian climbs
  out of the limo.

          PILOT
    Your plane is ready to go, Mr.
    Harris.

          EDWARD
    Very good.

          VIVIAN
    Plane?

  Taking her arm, Edward leads her across the tarmac.

          EDWARD
    You don't want to go all the way
    to San Francisco in a limousine,
    do you?  I don't.

          VIVIAN
    Where are you taking me!?

          EDWARD
    To meet some friends.  Rudolpho,
    a poet... Benoit, a landlord...
    Mimi, a flower maker...

          VIVIAN
    Huh?

          EDWARD
    The opera.

  Up ahead is a waiting private jet, its engines already HUMMING.
  She is speechless.  Edward grins, loving the look on her face.

  EXT. BURBANK AIRPORT - DAY

  The corporate jet takes off down the landing strip.

  INT. CORPORATE JET - DAY

  Edward and Vivian are alone in the passenger lounge of the jet.
  Vivian can't believe the cabin.  It is a comfortable room
  featuring a long couch that curves across two walls, built in
  bar, television and stereo.  Edward is once again, going over
  papers.

          VIVIAN
    I've never been on a plane
    before.

          EDWARD
    I'm glad you like it.  Now be
    quiet, I've really got to read
    these.

  Vivian fluffs her hair up.  She makes a happy, excited growling
  sound -- Rrrrr!  A wicked gleam comes to her eye.

  She walks over to Edward and stands in front of him.  He looks
  up.  She parts the thigh high slit in her gown to expose silken
  quarters.  She begins to unfasten the garters one at a time.

          EDWARD
    Vivian, what do you think you're
    doing?

  Edward watches silk stockings slide down Vivian's lovely legs.

          VIVIAN
    Being quiet.

  She reaches out and gently caresses Edward's face.  Edward sets
  down his papers.

  EXT. SAN FRANCISCO - SUNSET

  The setting sun casts an incredibly glow over the city and the
  coast.

          VIVIAN (O.S.)
    You ever been in love with
    anyone?

  INT. CORPORATE JET - SUNSET

  Vivian is at the window, looking out.  She carefully puts her
  earrings back on.  She stares, mesmerized by the skyline, the
  golden gate bridge in the distance.  She turns.  Edward is
  buttoning his shirt.  He is silent.

          VIVIAN
    Sorry.  You're not paying me to
    ask you question like that.

          EDWARD
    Vivian.  I'm paying you to be
    you.  Be you.
      (a beat)
    Have you?  Ever been in love with
    anyone?

          VIVIAN
    You mean, besides Elvis?
      (turning back to the
       window)
    I'm a human being.  Sure.  Once.
    First time I ever ran away from
    home, I got as far as Atlanta.
    I met this boy.  He'd been with
    his parents on their way to
    Chicago.  They stopped at a gas
    station.  He went to the john.
    When he came back they'd split.
    We sorta started looking out for
    each other.  Aw, he was sweet.
    And boy, was he good looking,
    y'know, dark hair and eyes.
    The chicken hawks were on him all
    the time.  He hated that.
    Sometimes we'd find a safe place
    to crash nights and we'd curl up
    together and we'd talk about all
    these crazy things.  The two of
    us getting married someday.
    Having kids.  Stupid stuff.

          EDWARD
    What happened to him?

  A moment.  Vivian shrugs.

          VIVIAN
    My father found me.  Dragged me
    home.  I don't know why, he never
    seemed to like me much when I was
    there.
      (a bitter smile)
    'Cept when he was drunk, then he
    liked me a whole lot.
      (a moment)
    I made it back to Atlanta a year
    later.  Andy was gone.

  Silence.  Vivian stares out the window.

          VIVIAN
    Aw, but things sure look fine
    when you're sitting way up high.

  Edward moves close to Vivian and putting an arm around her
  shoulders, stares with her out at the view.  Vivian rests her
  head against him.

  EXT. SAN FRANCISCO OPERA HOUSE - NIGHT

  An airport limo pulls to a stop in front of the San Francisco
  Opera House.  The DRIVER walks around back and opens the
  passenger door.  Edward emerges and helps Vivian out.

  INT. S.F. OPERA HOUSE LOBBY - NIGHT

  Edward puts his hand on Vivian's elbow as they walk through
  the elegant lobby.

          EDWARD
    Some people say that opera is an
    acquired taste, but I don't
    believe it.  You can always tell
    when someone goes to the opera
    for the first time.  They either
    love it or hate it.  Those who
    love it will always love it; those
    who hate it might come to
    appreciate it, but they'll never
    truly love it.

  Vivian is wide eyed as they walk past a beautifully lit
  fountain with several graceful statues in its center.
  Everywhere she looks she sees elegantly dressed WOMEN and
  prosperous looking MEN.  It makes her nervous.  Without
  realizing it, she raises a protective hand up to her necklace.
  She looks as if she suspects someone is going to step up and
  steal it.

          EDWARD
    Viv?  I really doubt if anyone
    here is going to try and grab it.

  Vivian reluctantly lowers her hands.

  INT. S.F. OPERA HOUSE LOBBY - ANOTHER ANGLE - NIGHT

  A crowd of PEOPLE mill around the lobby, heading toward their
  seats.  Vivian is aware of the looks she draws as she passes
  -- curious, even envious looks from the WOMEN, appreciative
  glances from the MEN.  Her hands again rises nervously to her
  necklace.

          EDWARD
    They all think you look very
    beautiful, Vivian.

  Vivian gives him a grateful look.  Relaxing, she lowers her hand
  from the necklace.  With a flourish, he offers his arm.  She
  takes it.  They start forward.

  INT. S.F. OPERA HOUSE BOX - NIGHT

  Edward and Vivian take their seats in a box high above the
  stage.

          VIVIAN
    If it's in Italian, how will I
    know what they're saying?

          EDWARD
    I'll whisper some of the main
    parts of the story to you.  But
    you'll be surprised how much you
    understand.  The music conveys
    the story more powerfully than
    any words.

          VIVIAN
    But don't they have it in
    English?

          EDWARD
    Vivian, don't be afraid of what
    you don't know.  That's the fun
    of it.

  The lights dim.

          VIVIAN
      (resigned)
    Okay.  Even if I hate it, I'm
    glad you brought me.

  The orchestra begins to play.  Vivian's eyes focus intensely
  on the stage, as if a new world is about to be revealed to her.

  INT. S.F. OPERA HOUSE STATE - NIGHT

  IN A MONTAGE OF IMAGES AND MUSIC - LA BOHEME is performed.

  The lights from the stage dance across Vivian's face.  Edward
  leans over to translate the tenor's aria.

          EDWARD
    What am I?  I am a poet.  Not
    a man of wealth but one rich in
    dreams.  You have come to replace
    my vanished dreams.  I dwell now
    only in your eyes.

  The MUSIC ebbs and swells.  The sets and costumes change.  The
  story continues.

  Edward again leans close to Vivian.

          EDWARD
    And now she asks Rudolpho if he
    still thinks her beautiful --

  Vivian raises a hand and gently covers Edward's mouth.  Her eyes
  are fixed on the stage.  She doesn't need his help.

  The emotions building inside Vivian swell as the music is
  reaching its tragic climax.  Her lips tremble.  Her eyes fill
  with tears.  Edward glances at her.  He studies her a long
  moment, watching the emotions play unashamedly across her face.
  Strangely moved, he takes Vivian's hand.

  As the opera ends, they are both swept away by it.

  INT. S.F. OPERA HOUSE BOX - NIGHT

  As the lights come up, Vivian wipes off her tear-ruined
  mascara.  She sighs, happy.  The WOMEN in the next box smile
  at her.

          OLDER WOMAN
    Did you enjoy the opera, dear?

          VIVIAN
      (tearfully)
    It was so beautiful I just about
    pissed my pants.

  Edward smiles at the now shocked looking Older Woman and he
  and the still misty Vivian exit.

  INT. CORPORATE JET - NIGHT - LATER

  Edward and Vivian sit side by side.

          EDWARD
    If you'd gone on about how much
    you liked it, I'm not sure I'd
    have believed you.

          VIVIAN
    I more than liked it.

          EDWARD
    I know.  I'm glad.

          VIVIAN
    Did you?

          EDWARD
    Yes.  I've never enjoyed it more.
    Thank you.

  Vivian looks at him a moment.  And then, leaning slowly forward
  she kisses him gently on the mouth.  He looks at her surprise.
  He puts his arms around her and kisses her back.  It is the
  first time they've kissed and they make it very special.

  EXT. CORPORATE JET - NIGHT

  The plane flies in the night.  Back to L.A.

  INT. REGENT BEVERLY WILSHIRE PENTHOUSE BEDROOM - NIGHT

  IN A SERIES OF CROSS FADES Edward and Vivian make love.
  Equally giving, equally taking.  No masks, no shields.

  INT. PENTHOUSE BEDROOM - NIGHT - LATER

  In the darkened bedroom, Edward and Vivian lie together.
  Edward cradles Vivian.  Her back rests against his chest.  His
  arm is over her body.

  She takes Edward's hand in her hands and carefully examines
  it; marveling at the fingers, the tiny hairs on the back.  She
  gently kisses the palm.

          VIVIAN
    Love you...

  She clutches Edward's hand tightly to her breast.  She closes
  her eyes, ready to sleep now.

  INT. PENTHOUSE BEDROOM - ANGLE ON EDWARD - NIGHT

  His eyes open.  Vivian's whispered endearment has filled with
  him with sudden confusion and uncertainty.  He stares into the
  dark, wondering what to do with the woman in his arms.

  INT. PENTHOUSE - OUTDOOR PATIO - MORNING

  The phone rings.  Edward immediately reaches out and picks it
  up.  He is dressed in a robe.  Breakfast is on the umbrella'd
  table in front of him.

          EDWARD
    Yes?

  INT.  STUCKEY'S HOME - LIBRARY- MORNING - INTERCUT

  Stuckey, not even dressed yet, paces around his desk.

          STUCKEY
    Did I wake you?

          EDWARD
    I'm up.

          STUCKEY
    I had to call.  I jus got off
    the phone with James Kross.  Get
    this.  He wants to see you.
    Today.

          EDWARD
    Why?

          STUCKEY
    He wouldn't say.  Edward... I
    think we got him.  His nuts are
    on the block and we got him.
      (silence)
    You there?

          EDWARD
    Give me twenty minutes.

          STUCKEY
    We'll be there.  Listen, if he's
    really caving in, we'll go from
    there down to the office.  I want
    him to commit his stock to us this
    morning.

  Edward hangs up.  His mind seems on other things.  He rises.

  INT. PENTHOUSE BEDROOM - MORNING

  Vivian is still asleep.  She is face down on the bed, the
  sheets just covering her to her waist.  Edward stares down at
  her.  He gently reaches out and runs a finger down the soft line
  of her spine.  Vivian murmurs contentedly.

          VIVIAN
    Mmm.
      (opening her eyes;
       looking at him)
    Hi.

  Edward smiles at her softly.  And then:

          EDWARD
    Better get dressed.  We're having
    guests.

  INT. PENTHOUSE BEDROOM - DAY

  Vivian is wearing her yellow dress.  She stares at herself in
  the bedroom mirror.  Her hair... her make-up... she realizes
  how different she is now, realizes that she likes it.

  Edward comes out of the bathroom.  He crosses to the closet
  for a tie.

          VIVIAN
    Here.  Let me.

  She comes over, starts to tie his tie for him.  He is very
  aware of the closeness of her.  She smiles at him.  He smiles;
  puts his hand on her stopping her for a moment.  Looking up,
  she sees that he is serious now; no more jokes.  He releases
  her hand.

          EDWARD
      (quietly)
    One more night and you're finally
    rid of me.

          VIVIAN
    Yeah, you've been pretty tough
    to take.

          EDWARD
    I have to go to New York
    tomorrow.

  Vivian says nothing.

          EDWARD (cont'd)
    But I'll be back in Los Angeles.
    Soon.  I'd like to see you again.
    I thought we could work out
    something... An arrangement.

  Vivian is silent.

          EDWARD (cont'd)
    I'll get you an apartment, buy
    you a car --

  Vivian sighs, letting something go inside.  Finished with his
  tie, she turns away.

          EDWARD (cont'd)
    What is it?

          VIVIAN
      (not unkindly)
    What else?  You gonna leave some
    cash by the bed when you pass
    through town?

          EDWARD
    It wouldn't be like that.  I want
    to get you off the street.  You'll
    have a different kind of life.
    What's wrong with that?

          VIVIAN
    I'm sorry.  That's very sweet,
    Edward, and I know you mean it...

  She is silent.

          EDWARD
    Vivian, I've thought about this
    a lot.  This is the best solution.

          VIVIAN
      (shakes her head "no,"
       then continues tying
       his tie)
    When I was a little girl, my
    mother locked me in the attic when
    I was bad, which was pretty often.
    I'd stare out the window up there
    and make believe I was a princess
    trapped in the tower by the wicked
    queen.  Then suddenly a knight
    on a white horse with his bright
    colors flying would ride up.
    Rescue me from the tower, and then
    we'd ride off... but never, ever
    in all the times I had that dream
    did the knight say, "Come on baby,
    I'll put you up in a great condo."

  She finished his tie.

          EDWARD
    Vivian, life's not a fairy tale.

          VIVIAN
      (softly; to herself)
    I know.
      (a beat)
    Hey, don't mind me.  I'm being
    stupid.
      (more)
    I'll think about it, okay?  It's
    a real good offer for a whore.

          EDWARD
    I've never treated you like a
    whore.

          VIVIAN
      (not mean)
    You just did.

  The doorbell suddenly rings in the living room.

  INT. PENTHOUSE LIVING ROOM - DAY

  Edward enters the living room.  Vivian slowly enters behind
  him.  Edward opens the front door.  Mr. Kross slowly enters.
  He looks very old and tired; so much so that Edward has to mask
  his surprise.

          KROSS
    Mr. Harris.

          EDWARD
    How are you, Mr. Kross.

          KROSS
    Not bad for a man who hasn't
    slept in four nights.  I'll get
    used to it.

  An angry, reluctant looking David Kross is behind his father.
  Stuckey brings up the rear.  Edward and David give one another
  perfunctory nod.  Stuckey smugly winks at Edward.  Edward closes
  the door and leads them all down the stairs.

  Vivian is very troubled at Kross's appearance.  He gently nods
  at Vivian.

          KROSS
    Young lady.

          VIVIAN
    Hello.
      (to David)
    Hi.

          DAVID
    Hello, Vivian.

          STUCKEY
    Let's not waste time here, shall
    we?  Mr. Kross, you said this
    morning, you wished to speak with
    Mr. Harris.  Mr. Harris is now
    listening.

  Kross has to fight down his humiliation at Stuckey's tone.  He
  turns to Edward.

          KROSS
    Yes.  I'm here to tell you that
    I've reconsidered my position on
    your acquisition offer.

          EDWARD
    Expected... offer.

          KROSS
    Of course, yes.  After the
    expected filing period is over,
    I'm going to recommend to the
    board that we accept your bid.

          EDWARD
      (a moment)
    You're making the right decision,
    sir.

  Stuckey glances triumphantly at Edward.  He is surprised to
  see that there doesn't seem to be any victory in Edward's face.
  Edward is silent.  Kross interprets his silence as second
  thoughts.

          KROSS
    I'll see you on one condition.
    I'm not so concerned for me but
    the people who have worked for
    me...

  Vivian is disturbed watching this tired looking man.

          STUCKEY
      (quickly)
    They'll be taken care of.  Won't
    they, Edward?

  Kross ignores Stuckey.  He looks to Edward.  Edward slowly
  nods.

          KROSS
    I'll sign anything you want then.

          STUCKEY
    Today.

  Kross nods tiredly.  His voice is very soft.

          KROSS
    Today.

  Vivian abruptly turns and disappears into the bedroom,
  obviously upset.  The men all watch her go.  Edward hesitates.
  He turns to Kross:

          EDWARD
    Excuse me, please?

  He heads to the bedroom.

  INT. PENTHOUSE BEDROOM - DAY

  Vivian is sitting on the bed, on the phone.

          VIVIAN
    Hello.  Is Kit DeLuca there?
    When she comes in will you have
    her call Vivian Wells at 560-30000.
    Yes.  Okay.

  She hangs up as Edward comes in.

          VIVIAN
    What did you do to him?

          EDWARD
    What do you mean?

          VIVIAN
    Last time I saw him he was this
    strong guy.  Now he's beaten.
    And you liked him.

          EDWARD
    Vivian, I want you to listen to
    me.  The man realized that it
    would be better for his future
    and his son's future, if he
    cooperated.

          VIVIAN
    Right.

          EDWARD
    It's not your concern.  It's...
    business, that's all.

          VIVIAN
    Business.

          EDWARD
    Yes.  The man made a business
    decision.

          VIVIAN
    It's all just business to you.
    Him.  Me.  Your life.
    Everything's business.

          EDWARD
    It's what I do for a living.
    It's how I make money.

  Silence.

          EDWARD
    I'll be back in a few hours.
    We'll talk about this later.

  INT. PENTHOUSE LIVING ROOM - DAY

  Edward enters the living room.  The men look at him
  expectantly.

          EDWARD
    We'll continue this down at the
    office.

  He heads for the door.

  EXT. PENTHOUSE PATIO - DAY

  Vivian stands at the railing, unhappily looking out at the city
  beyond.  The phone RINGS.  She turns and hurries inside.

  INT. PENTHOUSE LIVING ROOM - DAY

  Vivian answers the phone.

          VIVIAN
    Lo?

  INT. HOTEL LOBBY - DAY - INTERCUT

  Mr. Thomas is standing behind the front desk, a rather strained
  expression on his face.

          MR. THOMAS
    Barnard Thomas here.  Miss
    Vivian, I wonder if you might come
    down to the front desk.  There's
    someone here to see you.

          VIVIAN
    Me?

          MR. THOMAS
    I'd send them up, but sadly, I
    don't trust the young lady to find
    you on her own.

  A hand reaches out and wrenches the phone away from Mr. Thomas.
  Kit, heavy make-up, skimpy outfit, chewing gum, cigarette and
  all, keeps her voice just below a bellow.

          KIT
    Viv?  Where are you, babe?
      (glaring at Mr. Thomas)
    The sphincter-police won't let
    me through.

  INT. HOTEL LOUNGE - DAY

  Kit finishes slurping on a big, frosty ice cream soda.  She
  smacks her lips like a happy, little girl.  Vivian isn't having
  anything.

          VIVIAN
    Yes, I'm glad you're clean but
    I've been calling and calling.

          KIT
    Was that you?

          VIVIAN
    Who did you think?

          KIT
    Carlos.  I still owe him two
    hundred bucks...

          VIVIAN
    Kit, I left that money for you
    days ago.

          KIT
    Yeah.  I just got it.

  An OLDER COUPLE walk past the table.  They stare at Kit.

          KIT
    Fifty bucks, grampa.  For
    seventy-five, the wife can watch.

  Horrified, the elderly couple hurry away.

          VIVIAN
    Kit...

          KIT
    Everybody keeps starin' at me.

          VIVIAN
    Yeah... I know what you mean.

          KIT
    What do you know?  You look good.
    All dressed up.
      (meaning it)
    You clean up real nice.
      (giggling)
    You sure don't fit in down on
    the Boulevard, lookin' like you
    do.  Not that you ever did anyway.

          VIVIAN
    You think I fit here where they
    just about chew your food for you?

          KIT
    Where do you fit?

  Vivian is silent, then.

          VIVIAN
      (suddenly)
    I kissed him, Kit.  On the mouth.

          KIT
    Honey, you're not supposed to
    do that.

          VIVIAN
    I know.  I stopped pretending
    and started liking it with him
    for real.

          KIT
    Oh, my god, you mean it was good?

          VIVIAN
      (miserably)
    It was great.

          KIT
    Dummy.

          VIVIAN
    He wants to set me up in a place,
    give me some money.

          KIT
    I pray for that.

          VIVIAN
      (nods)
    All I'm doing is feeling lousy
    about it.  I don't know what to
    do.  What do I do, Kit?

          KIT
    Go for the bucks.

          VIVIAN
    I don't care about bucks.
      (a beat)
    I might love this guy.

          KIT
    Wow, are you in deep shit.
      (a sigh)
    You know he'll break your heart.

  Vivian is silent again.

          KIT (cont'd)
    I blame myself here.  First time
    I laid eyes on ya', I knew you
    were too complicated to be a
    whore.

  Vivian nods.  Her face is filled with confusion.

  INT. BROKERAGE HOUSE - CONFERENCE ROOM - DAY

  Edward stands at the window looking out.  There is something
  about his somber demeanor that both reflects the look we've just
  seen on Vivian and suggests the way we saw him at the top of
  the story.

  Jake enters, a pile of papers under his arm.  He begins laying
  them out on the conference table.

          JAKE
    Congratulations, sir.

          EDWARD
    What?

          JAKE
    Mr. Kross is just getting off
    the phone with his stock broker.
    It's finished.  You've won.

  Edward says nothing.

          JAKE
    Who are you going after next, sir?

          EDWARD
    Who indeed...

  He turns as Stuckey, James and David Kross, and Vance enter
  the room.  They surround a conference table.  Kross sits, the
  papers laid out in front of him.  Stuckey hands Kross a pen.
  A SECRETARY lays out finger food.  They wait for her to leave
  before they speak.

          STUCKEY
    If we can get these letters of
    intent out of the way now... Mr.
    Harris and I would like to ask
    you some questions about your
    company.

          DAVID
    Dad, excuse me, but that's
    inappropriate.  You're under no
    obligation to answer any questions
    at all.

          KROSS
    Could we at least wait till after
    the filing period?

  Stuckey glances to Edward for help.  Edward is silent; indeed
  it's as if something is twisting inside of him.  Stuckey plunges
  ahead.

          STUCKEY
    Mr. Harris is preparing a bid
    based on our speculation of the
    corporation's net worth.  The
    price he ultimately pays for your
    father's stock will be based on
    that bid.  The more we know, the
    higher our bid can be.

          KROSS
    It's in my best interest to
    cooperate, David.

          DAVID
    If he throws himself on your
    sword, you promise to take care
    of him and his family, huh?

  David stares at him.

          STUCKEY
    That's unfair!

          DAVID
    You bed it is.
      (to Edward)
    You're everything he said you
    were.
      (to his father)
    Do what you have to do, Dad.
    Just don't expect me to watch it.

  He exits.  A moment.  Kross looks at Edward with a resigned
  smile.

          KROSS
    He's young.  He hasn't learned
    how to lose gracefully yet.  I'll
    sign your papers.  And I'll answer
    your questions.  Whatever you
    want.

  He sighs.  He picks up the pen.  He's about to sign.

          EDWARD
    Stop.  For just a moment.
      (a moment)
    Mr. Kross, I'd like to ask you
    a few questions before you sign.
    You realize that you're a target.
    If you weren't mine, you'd be
    someone elses, correct?

          KROSS
    Yes.

          EDWARD
    If you had a... reprieve, what
    would do?

          STUCKEY
      (quickly)
    I don't think there's any sense
    in --

          EDWARD
    Let him answer.

          KROSS
    I... I would take advantage of
    it.

          EDWARD
    How?

  Kross looks uncertain.  He gropes for an answer.

          KROSS
    I... I don't know.  There...
    there wasn't time...

          EDWARD
    I suppose you'd find out soon
    enough that you have assets you
    presently don't seem aware of,
    wouldn't you?  The waste
    processing licenses at that
    abandoned shipyard of yours, you'd
    certainly find out about that.

  Surprise suddenly flares in Stuckey's eyes.

          STUCKEY
    Oh, my god... Edward, no!

          EDWARD
    I suppose you'd use them as
    collateral on new loans, wouldn't
    you?

          STUCKEY
    Have you lost your mind?

          KROSS
      (to Stuckey)
    Quiet.
      (to Edward)
    Would I get the loans?

          EDWARD
    This time I imagine you would,
    yes.
      (as if thinking about
       it)
    Hmm...
      (a moment)
    With all this in mind, Mr. Kross,
    I can't logically make a formal
    bid on your company, can I?

          KROSS
      (a small smile)
    You'd be initiating a financial
    battle you'd ultimately lose, Mr.
    Harris.

          EDWARD
    You're very right.  I think the
    best thing we could all do is go
    home.

          STUCKEY
    What!?

          EDWARD
    Have a good day, gentlemen.

  He exits from the room.  Stuckey follows.

  INT. BROKERAGE HOUSE - DAY

  Edward is walking down the hall.  Stuckey comes out of the
  office and calls after him.

          STUCKEY
      (calls)
    Edward, what happened?  What kind
    of move was that?

  Edward silently goes into the elevators.  The doors close.

          STUCKEY
      (yells)
    Dammit Edward, speak to me.

  Stuckey heads back to the conference room.

  EXT. OFFICE BUILDING - LATE AFTERNOON

  Edward comes out of the building.  His Chauffeur leaps to open
  the limo door.

          EDWARD
    No... take the car back to the
    hotel.  I need to walk.

  He sets off across Century Park East.

  INT. PENTHOUSE - EVENING

  Vivian is in the living room, pacing, edgy, the doorbell rings.
  She turns.  It rings again.

  She opens it.  Stuckey is standing outside with a small
  briefcase.  He looks agitated.  He tries to hide it.

          STUCKEY
    Well, well... Hello again.  I'm
    looking for Edward.

  Vivian just stares at him.

          VIVIAN
    Edward's not back.  I thought
    he was with you.

  Stuckey walks past her and down the steps into the living room.

          STUCKEY
    No, I'll just have to wait then,
    won't I?

  There is a bar set up.  Stuckey sets his briefcase down.  He
  crosses to the bar.

          STUCKEY (cont'd)
    Mind if I have a drink?

          VIVIAN
    No.

  He pours liquor in a glass.  He fires it down.  It seems to
  calm him a bit.

          STUCKEY
    Do you want to know what he did?
    Do you want to know what the crazy
    son of a bitch did?  He handed
    the whole thing back to Kross!
    On a silver platter.  For no
    reason!  What was he thinking,
    I mean, what was going through
    his goddam head?  Why?
      (pours another drink)
    What was all that benevolent
    crap?  What are we going to
    become, a philanthropic
    foundation?  I'll probably be the
    director of several worthwhile
    charities.

          VIVIAN
    I think it's great.

  Stuckey glares at Vivian.

          STUCKEY
    I bet.  A lousy whore and you're
    the gum in a hundred million
    dollar deal.

          VIVIAN
      (mocking)
    Aw, come on, Bill.  It's just
    business.

  He looks at her a moment.

          STUCKEY
    But what do I know, maybe you're
    worth it.  Come on, show me.
    Let's see your act.

  He grabs her wrist.

          VIVIAN
    Get out!

          STUCKEY
    Don't worry.  I'll pay for it.
    What a you charge?  Huh?  Twenty,
    thirty, fifty bucks, maybe?  Are
    you a fifty dollar whore?

  He tries to kiss her and pulls her down on the couch on top
  of him.

          VIVIAN
    Are you crazy?

  She bites his hand.  Stuckey slaps her.  Vivian starts flailing
  back.  But Stuckey is too strong.  Vivian staggers back at the
  force of another slap.  Stuckey slams her up against a wall and
  starts rubbing up against her.

          STUCKEY
    You got a mean streak in you,
    don't you.

  He tries to kiss her again.

          STUCKEY (cont'd)
    Is that what he likes about you?
    Huh?  Answer me!

  And suddenly a HAND lands on Stuckey's shoulder.  Stuckey turns
  his head, startled.

  INT. PENTHOUSE - REVERSE ANGLE - STUCKEY'S P.O.V.

  Edward, murder in his eyes, belts Stuckey across the room.

  INT. PENTHOUSE - NIGHT - BACK TO SCENE

  Stuckey falls on the ground.  Edward rushes forward, berserk
  with rage, to hit Stuckey again.  His fist hits the top of
  Stuckey's head, hurting Edward's hand more than Stuckey's skull.

  Vivian rushes out of room to bathroom.  Again Stuckey tries
  to rise.  Edward kicks him in the butt, sends him headfirst into
  the bar.  Glasses and bottles CRASH to the floor.  Stuckey again
  tries to rise.  And collapses.  Edward rubs his fist.  They're
  not used to this violence and both stare at each other panting.

          STUCKEY
    You broke my nose.

          EDWARD
    I think I broke my hand.
      (a beat)
    You're fired.

          STUCKEY
    Edward, we've been together ten
    years.

          EDWARD
    And I don't like what we've
    become.  I'll cover any losses
    you have on this one.  Now get
    out, you asshole!

          STUCKEY
    All this because of that whore!

          EDWARD
    Yes.

  Edward pushes Stuckey out the door and throws his briefcase
  after him.

          STUCKEY
    Edward, think about what you're
    --


  Edward slams the door in his face.  Edward stands there,
  reflecting on what he's done.

          EDWARD
      (to himself, almost
       proud)
    Well, I didn't plan that!

  INT. PENTHOUSE BEDROOM - NIGHT - LATER

  Edward holds an icepack to Vivian's cheek.

          VIVIAN
    Why do guys always know how to
    hit a woman?  Right across the
    cheek, wham, so it feels like your
    eye is gonna explode.  What do
    they do, take you all aside in
    high school and show you how?
    It pisses me off!

          EDWARD
    Not all men hit.  And no one is
    going to hit you anymore.

          VIVIAN
    Right.
      (softening)
    You're quite the Sir Galahad
    today, aren't ya'?
      (a beat)
    I heard what you did with Kross.

          EDWARD
    It was a business decision.

  Vivian looks at him.

          EDWARD
    I got tired of hating my father.

          VIVIAN
      (a small smile)
    It was good.

          EDWARD
    It felt good.

  Edward looks on the bed at her suitcases.

          EDWARD
    You're packing.

          VIVIAN
      (nods)
    I'm leaving.
      (a moment)
    Don't ya see?  If I stay with
    you like you want me to, there'll
    always be some guy, your friends
    eve, treatin' me like that...
    thinkin' they're allowed to.  What
    are you gonna do, fight'm all?
    No.  I'll take my money now,
    please.

  A moment.  Edward reaches for his wallet.  He counts out bills.
  He places them in Vivian's suitcase.  He puts his arms around
  Vivian.

          VIVIAN
    Aw, don't... no...

          EDWARD
    Stay with me tonight.  Not
    because you're being paid to.
    Stay with me because you want to.

          VIVIAN
    I do.  I do want to.  That's why
    I'm leaving.
      (turning to him)
    That's what you given me, see?
    I know what I want now.  I want
    a guy like you for real.  Not
    because you buy me things and give
    me money.  The nicest thing you
    ever done for me is hold my hand.
    You gonna give me that?

  Edward is silent.

          VIVIAN
    I didn't think so.

          EDWARD
    Vivian...

          VIVIAN
    It's not your fault.  You're
    right.  Kit's right.
      (looks him right in the
       eye)
    But I want the fairy tale.

  INT. HOTEL LOBBY - EVENING

  Vivian comes out of the elevators.  A BELLMAN sees her and
  springs forward, reaching for her bags.

          BELLMAN
    Let me take those, miss.

          VIVIAN
    Thanks.

  Vivian sees Mr. Thomas behind the front desk.

          VIVIAN
    I'll be out front in a minute.
    I got a cab comin'.

  The bellman moves away.  Vivian walks to the front desk.

          VIVIAN
    Hi, Barney!

          MR. THOMAS
      (looking up)
    Miss Vivian.

          VIVIAN
    Look I just wanted to say
    goodbye.

          MR. THOMAS
    Mr. Harris doesn't check out
    until tomorrow.

          VIVIAN
    Yeah, well, I check out today.

          MR. THOMAS
    You're not accompanying him to
    New York?

          VIVIAN
      (lightly)
    Come on, Barney, you and me live
    in the real world.
      (a beat)
    You don't know how to treat a girl
    like anything but a lady, Mr.
    Thomas.

          MR. THOMAS
    Certain ladies make that very
    easy... Vivian.
      (turning to the desk
       clerk)
    John, call a limousine for our
    guest, please.  Have it take her
    anywhere she wishes to go.  Bill
    the hotel.
      (turning back to Vivian)
    See you again sometime soon.

  Vivian smiles softly at him.  She turns and walks for the door.

  EXT. HOLLYWOOD BLVD. - DAY

  A long silver limo drives down Hollywood Blvd.

  INT. LIMO - DAY

  The LIMO DRIVER pushes the button that rolls down the screen
  between back and front seats.

          DRIVER
    You're sure this is the right
    street, ma'am?

          VIVIAN
    Yes. 1312.  It's a big apartment
    building.

  EXT. VIVIAN'S APARTMENT BUILDING - DAY

  The limo pulls to a stop in front of a rundown apartment
  building on a dirty Hollywood side street.  The Limo Driver,
  a large Latino man, steps out of the car and walks around to
  the passenger door.  As he does, he surveys the surroundings
  uncomfortably.  Ths is rough neighborhood.  He opens the door.
  Vivian steps out.

          LIMO DRIVER
    Maybe I should go with you.  This
    doesn't look like a good place
    for a lady to be alone.

  Several PEOPLE pass.  All of them stare at the car, at the
  driver, at Vivian in her lovely clothes.

          VIVIAN
    I'll be okay.  I'm home.  Thank
    you.

  The driver, confused, watches her hurry up the steps to the
  apartment building.  He drives off.

  INT. APARTMENT LOBBY - DAY

  Vivian walks toward her apartment.  The Landlord is sitting
  at the front desk in a dirty undershirt.

          LANDLORD
    Hey, we announce guests here.
    You a relative of somebody?

  Vivian lowers her sunglasses.

          LANDLORD (cont'd)
    Viv -- is that you?

          VIVIAN
    Yeah, it's me.

  She keeps walking.

          LANDLORD
    You lookin' good, Viv'.  Nice
    threads.  I gotta find time to
    shop.

  INT. PENTHOUSE - DAY

  Edward stands at the penthouse window, looking out.  He is
  dressed now, ready for travel.  There is something about his
  expression, his somber demeanor that suggests the way we saw
  him at the very top of the story.  A BELLMAN enters from the
  bedroom, rolling a luggage loaded dolly along in front of him.

          BELLMAN
    Is that everything, sir?

          EDWARD
      (turning from the
       window)
    That's everything.

  The Bellman exits, closing the door behind him.  The phone
  rings.  Edward crosses to it, picks it up.  The Maid comes in,
  looks around.

          MAID
    The lady, she go?

          EDWARD
    Yes.  She go.

  INT. HOTEL LOBBY - DAY

  Edward with the Bellhop heads to the front door.  He's leaving.

          BELLHOP
    Do you have a car taking you to
    the airport, sir?

          EDWARD
    Yes.

  INT.  VIVIAN'S APARTMENT - BEDROOM - DAY

  Vivian, looking fresh scrubbed without make-up, is wearing
  clean jeans, a nice looking shirt and a suit jacket.  Her
  bureau's are open.  She is packing.  Kit is watching.  She takes
  the photo of her and Kit dressed up hot in hooker clothes and
  packs it.

          KIT
    So whatta' you going to do in
    San Francisco?

          VIVIAN
    Get a job and probably go back
    to school.  Figure out what I'm
    gonna be.

          KIT
    What kind of school?

          VIVIAN
    School, school.  Regular.  I used
    to get pretty good grades in
    school, you know.

          KIT
    So did I.  I made it with the
    principal.
      (recites)
    Study hard And get a "B."  Lift
    your dress and an "A" you'll see.

  They both laugh but too hard.

          VIVIAN
    Want a pair of boots?

          KIT
    Do I!?  Momma!

  Taking them, she sits on the bed and puts them on.

          VIVIAN
    You sure you won't come with me?

          KIT
    And leave all this?  Not in a
    million.

  They laugh together.

          KIT (cont'd)
    What time's your bus?

          VIVIAN
    Couple a hours.

          KIT
    Yeah.  Well... I gotta split.
    Goodbye's make me crazy.

          VIVIAN
    Cool your jets a second.
      (going to her purse)
    Here's some money.

          KIT
    No.  You took care of rent,
    that's enough.

          VIVIAN
    I want to.  For food, got it?
    Eat something before the wind
    blows you away.

          KIT
    I'm gonna pay you back next time
    I see ya, babe.  Just wait, I'm
    gonna do something real nice for
    you some day.

  They hug.

          KIT (cont'd)
    Shit, I'm gettin' all weepy now.

  Kit begins backing out of the room.

          KIT (cont'd)
    Take care of you, okay?  Take
    care of you.  Love ya...

  Kit turns and hurries out of the apartment.

  EXT. HOLLYWOOD BOULEVARD - DAY

  Kit enters the falafel stand on Hollywood Boulevard.

  INT. FALAFEL STAND - DAY

  Kit enters, sits at the counter.

          KIT
    Coffee, Chan.  And maybe a
    grilled cheese on white, okay?

  A very young GIRL is sitting just down the counter from Kit.
  Kit nods at her.

          KIT
    Hey, how you doin'.  You new,
    huh?

          GIRL
    Yeah.  Got a cigarette?

          KIT
    Sure.

  She passes the girl down the pack.  She strikes a match, lights
  her cigarette for her.  The girl inhales deep, lets it out with
  a sigh.  She looks towards the window.

          GIRL
    Jeez, did the wacko in the suit.

  Kit turns to look.

  KIT'S P.O.V. - HOLLYWOOD BLVD.

  Outside, across the street, Edward has accosted two
  PROSTITUTES; one blonde, one a red haired black one.

  INT. FALAFEL STAND - DAY - BACK TO SCENE

  Kit rises.

          KIT
    Chan?  Keep the sandwich warm,
    I'll be back.

  She heads out the door.

  EXT. HOLLYWOOD BOULEVARD - DAY

  Edward is still talking to the prostitutes.

          EDWARD
    I'm looking for a girl, Vivian,
    young, dark hair, big eyes...?

  They shake their heads.

          EDWARD
    She's mouthy.  Sort of
    difficult...?

          PROSTITUTE 1
    Ain't seen her, wouldn't know
    her.

          PROSTITUTE 2
    What's wrong with us, man?  Two
    for the price a one, what ya say?

          EDWARD
      (disappointed)
    Thank you.  No.

  They turn and walk away.  Edward stands there, not knowing
  what to do next.  He looks discouraged and lost.

          KIT (O.S.)
    Edward Harris, as I live and
    breathe!

  Edward quickly turns to find Kit staring at him.  Kit smiles,
  triumphantly.

          KIT (cont'd)
    Yeah.  Boy, you're just like she
    said.

  She turns and starts away.  She stops, turns back.

          KIT (cont'd)
    You comin' or not?  I don't got
    all day, I got a grilled cheese
    waitin'.

  Edward follows Kit.

  INT.  VIVIAN'S APARTMENT - DAY

  Vivian sits on her bed, lost in thought.  Her bags are packed,
  ready to go.  With a sigh she rises.  She picks up the bags,
  exits the room.

  Vivian stands in the dreary living room, looking at it, taking
  it all in for the last time.  She suddenly looks more than a
  little bit frightened to be leaving.  She musters resolve.  She
  goes to the door, opens it and exits, closing it behind her.
  Silence.  Vivian suddenly comes back in.  She puts down her
  bags.  She crosses to the kitchen where she takes coffee
  can/piggy bank from the shelf.  She puts some more bills into
  it, places it back where Kit will find it.

  She turns and starts again for the door.

  She stops.  She hears something.  MUSIC.  An aria from La
  Boheme.  Faint.  Seemingly coming from nowhere.  She dismisses
  it -- she's hearing things.  She opens the door.  Stops.  The
  music is louder and getting louder now -- it's not her
  imagination.  She hurries over to the window.

  EXT. VIVIAN'S APARTMENT BUILDING - DAY

  Vivian comes out onto the fire escape.  She stares in wonder.

  A snow white limo comes up the street.  A necktie has been tied
  to the antennae like a knight's token.  The MUSIC from La Boheme
  is BLARING from the car's stereo.  Edward is standing on the
  car's seat, his head and body up through the open sunroof.  The
  wind blows at his hair.  He is smiling.

  Everywhere on the street people are staring; the BUMS, the
  PUSHERS, the PASSERBY'S, the TOURISTS.

  Vivian doesn't know whether to laugh or cry.

  The car comes to a stop in front of the Vivian's building.
  Vivian's landlord comes out the front door.  His eyes go wide
  in disbelief.

  Edward disembarks from the limo by coming up through the
  sunroof.  He leaps nimbly to the ground.  He crosses to the entrance
  of the alleyway, looking up at Vivian on the fire escape.

          VIVIAN
    You are really lost this time.

  Edward wordlessly holds up a hand for her.

  With a sudden cry of joy, Vivian comes down the fire escape.
  She stops at the bottom stair.  Edward comes forward and sweeps
  her into his arms.  They kiss.

  He carries her to the limo as if she's weightless.  Her feet
  never touch the ground.

  The car door closes behind them.  The limo drives away.

  The people of the street watch it go.

          THE END

  --------------------------------------------------------------