Actor Point >> Movie Scripts >> Sleepless in Seattle Film Script

Sleepless In Seattle Movie Script

Writer(s) : Jeff Arch, Nora Ephron, David S. Ward

Genres : Comedy, Drama, Romance

Search IMDb : Sleepless In Seattle


	S L E E P L E S S   I N   S E A T T L E

	by Jeff Arch
	Rewritten: Nora Ephron & Delia Ephron
	May 10, 1992

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

	FADE IN:



	CLOSE ON SAM BALDWIN



	A card: Chicago.



	He's in his thirties.  His neck is pinched into a crisp 

	dress shirt and tie.  His expression is vacant, faraway.

	A breeze blows but he doesn't react to it.  In the 

	distance the architecture of the Chicago skyline.



				 SAM

		   Mommy got sick and it happened 

		   just like that and there was 

		   nothing anybody would do.

			   (continued)



	And pull back to reveal:



	EXT. CHICAGO - A GRAVESITE - DAY



	Next to Sam is his son Jonah, age 9.  Sam's hand is on 

	his shoulder.  As the mourners go past and each takes a 

	turn shoveling a clod of dirt into an open grave --



				 SAM

		    If we start asking why we'll go 

		    crazy.  So, rule number one.  

		    We don't ask why.



							CUT TO:



	CLOSE ON ANNIE REED



	Pretty, blonde, animated.  Jeans, a T-shirt, a Baltimore 

	Orioles hat.



				 ANNIE

		    Why? I just want to know why? 

		    That's my first rule.  I always 

		    ask why.  Come on.  Tell me.  

		    C'mon, c'mon, c'mon --



	And pull back to reveal:



	EXT. CHICAGO ALLEY - DAY



	Annie is talking to her boyfriend, a good-looking guy 

	named SETH.  They're carrying packing boxes into the 

	house they share in the Old Town section of Chicago.  

	The same stunning architecture in the b.g.  They go up 

	the back wooden staircase to the house.



				 SETH

		    There's no why, Annie.  I'm 

		    just not up for it.  I never 

		    said I was.



				 ANNIE

		    Is there somebody else?



				 SETH

		    Nope.



				 ANNIE

		    You don't love me, is that it?



				 SETH

		    Nope.



	Follow them into:



	INT. KITCHEN - DUSK



	As they set down the packing boxes and Seth starts to 

	assemble them.



				 ANNIE

		    How about ... you're too 

		    narcissistic to commit to 

		    another human being in a long-

		    term way.



				 SETH

			   (agreeably)

		    That's good.



							CUT TO:



	INT. SAM'S CHICAGO TOWN HOUSE - DAY



	An attractive, thirtyish couple, SUZY and GREG are 

	stocking Sam's freezer with enough Ziploc meals for a 

	months.  A number of friends and relatives talk quietly 

	in the living room beyond.  Sam stands alone by a window 

	that looks into the backyard.  We can see a garden of 

	flowers -- clearly planted by Sam's wife.



				 SUZY

		    Five minutes in the microwave.  

		    Any one of them, five minutes 

		    and done.  Ready to eat.  Do 

		    you know how to make juice?



				 SAM

		    Microwave.  Five minutes.



							CUT TO:



	ANNIE'S KITCHEN - SEVERAL DAYS LATER



	Packing boxes.  Seth is moving out.



				 ANNIE

		    You take the microwave?



				 SETH

		    What am I going to do with a 

		    microwave?



				 ANNIE

		    You turn it on, you open it and 

		    you stand in front of it for a 

		    very long time.



				 SETH

		    So you're angry.  Big deal.



							CUT TO:



	SAM'S OFFICE - DAY



	A large modern architectural firm in a Chicago high-

	rise.  Lake Michigan out the window.  A large space with 

	several architects consulting, drafting, etc.  Sam is at 

	his desk, working.  An older colleague, ROB, comes over 

	to him.  Rob has a mustache, smokes a pipe; he's kind 

	but a little stuffy.



				 ROB

		    Young man, it's none of my 

		    business, but maybe you should 

		    talk to someone.  I myself 

		    have consulted a professional.  

		    I used to be up tight.



	On Sam's face.  It's hard to imagine Rob being any more 

	uptight than he is.  Sam takes some business cards out 

	of his shirt pocket and reads them off.



				 SAM

		    Hypnotherapy...Shiatu Massage...

		    Loss of Spouse support groups...

		    Single parent discussion nights...

		    Parents without partners.

			   (starts riffling, angry)

		    Partners without parents.  

		    People who need people.  Guys 

		    who go into the woods, beat 

		    drums and bond.  Get a shrink.  

		    Hug a friend.  Hug yourself.



	He stops, realizing that everyone in the room is staring 

	at him.  Quickly they pretend they weren't paying 

	attention.  Someone whispers something to a client.



				 SAM

			   (continued)

		    Don't mind him.  He's the guy 

		    who just lost his wife.

			   (beat)

		    What I really think is we need 

		    a change.



				 ROB

		    Good idea.  Take a few weeks 

		    off, get some sun, take Jonah 

		    fishing --



				 SAM

			   (shaking his head no)

		    A real change.  New city.  

		    Someplace where every time I go 

		    around a corner I don't think 

		    of Maggie.



	And hold on Sam for a moment and--



							DISSOLVE:



	EXT. WRIGLEY FIELD - DAY



	Sam, Jonah and Maggie walking toward the field.  It's a 

	gorgeous day for a game.  They high-five each other.



				 ROB (V.O.)

		    Where you going to go?



	And cut back to:



	INT. SAM'S OFFICE - DAY



	As Sam snaps out of it.



				 SAM

		    I was thinking about Seattle.



	INT. CHICAGO TRIBUNE - DAY



	The Living Section of the paper.  Annie is blowing her 

	nose as she finishes telling her tale of woe to her 

	boss, LAURIE JOHNSON.



				 LAURIE

		    Honey, he wasn't right for you.



				 ANNIE

			   (blowing her nose)

		    I know.



				 LAURIE

		    He wasn't even wrong for you, 

		    like cosmically wrong, so don't 

		    beat up on yourself for 

		    wasting...however long it was.



				 ANNIE

		    I know.

			   (blowing her nose 

			    again)



	She pours Annie a cup of hot water.  Annie pulls a 

	teabag out of her pocket, puts it into the water.



				 LAURIE

		    Maybe you should see a shrink.



			         ANNIE

		    I want my money.



				 LAURIE

		    Go home for the weekend.



				 ANNIE

			   (after a beat)

		    That's what I'm going to do.  

		    I'm going to go home.

			   (she thinks about it)

		    I quit.  Laurie, I quit.  I'm 

		    going back to Baltimore.

			   (she's giddy)

		    How does a blonde do a high-

		    five?



	She smacks herself in the head.



							CUT TO:



	O'HARE AIRPORT - DAY



	The X where walkway K crosses with walkway L.  Coming 

	down walkway K are Sam, Jonah, Suzy, Greg, their son 

	MACK, and several other friends.



	And coming down walkway L is Annie with Laurie and a 

	couple of FRIENDS from the paper, JUDITH and DIANE.



	They pass each other going in diagonal directions and 

	continue on.



	We stay with Sam's group:



				 JONAH

			   (to Mack)

		    Dad says I'm going to get used 

		    to it, but I don't think you 

		    can ever get used to a 

		    designated hitter.



	overlap:



				 SUZY

			   (to Sam)

		    Eventually, in a few months, 

		    you'll start seeing women, 

		    you'll meet someone.



				 SAM

		    Move on.  Right.  That's what 

		    I'm going to do.  In a few 

		    months, boom, I'll be fine, 

		    I'll just grow a new heart.



				 SUZY

		    I'm sorry --



				 GREG

		    Sam, she didn't mean --



	Sam is shaking his head no as they reach the gate for 

	the Seattle plane.



				 SAM

		    I know, I know.

			   (emphatic)

		    Look, it doesn't happen twice.



							CUT TO:



	Annie's group, as they approach the gate for the 

	Baltimore plane.



				 ANNIE

		    I'm going to meet someone, 

		    someone nice and stable who 

		    wears a hat so he won't catch a 

		    cold, and I'm going to marry 

		    him and have three children 

		    and live happily ever after.  

		    I mean, I am not cut out for this 

		    --


				 DIANE

		    For what?



				 ANNIE

		    For life as we know it.



				 LAURIE

		    Just make sure he isn't fat 

		    like my Michael or you'll spend 

		    your whole life worrying he's 

		    going to drop dead.



				 JUDITH

		    God, you guys are so romantic.



				 ANNIE

		    Do you know how long romance 

		    lasts?

			   (she snaps her fingers)

		    That long.



				 DIANE

		    Steven still brings me flowers 

		    every Friday and we've been 

		    married 10 years.



				 LAURIE

			   (to Diane)

		    Honey, nobody wants to hear 

		    that.

			   (to Annie)

		    Here, darling, have some Tic 

		    Tacs.



	Kissing everyone.  Annie starts toward the plane, loaded 

	with stuff.



				 ANNIE

		    The next time you see me I am 

		    going to be incredibly happy.



	INT. PLANE - NIGHT



	Sam and Jonah sitting together as the plane waits on the 

	runway.  He notices his father's distractedness, reaches 

	over and takes his hand.  Sam comes back into focus.



				 SAM

		    I'm your dad.  Don't ever 

		    forget that.  That's rule 

		    number two.

			   (beat)

		    It's you and me, kid.



	INT. PLANE - NIGHT



	Annie sitting by herself as the plane waits on the 

	runway.



				 ANNIE

			   (to herself)

		    I guess it's just us.



	She gulps.



	EXT. O'HARA AIRPORT - NIGHT



	The two planes face in opposite directions, waiting for 

	instructions.



	And now they both start to take off.  In opposite 

	directions.



	And we pull back back back back as the planes take off, 

	one flying east, the other flying west.



	And further and further back as they soar into the air 

	and leave the frame.



	The night sky.



	Stars twinkle.



	And now tilt down to see the United States.  It looks 

	like a cross between a satellite photo and a drawing by 

	Saul Steinberg.



	A light goes on in Baltimore.



	A light goes on in Seattle.



	They are the only lights on the map.



	EXT. BALTIMORE SUN BUILDING - LATE AFTERNOON - CHRISTMAS EVE



	As Annie comes out of the newspaper building with WALTER 

	JACKSON, a tall, handsome man who wears a hat.  They're 

	carrying an armful of Christmas presents.  They're 

	walking toward the parking lot.



				 WALTER

		    The short one with black hair 

		    is your cousin Irene --



				 ANNIE

		    -- who's married to --



				 WALTER

		    Harold, who ran away with his 

		    secretary but came back --



				 ANNIE

		    -- because Irene threatened to 

		    put the dog to sleep if he 

		    didn't --



				 WALTER

		    And your brother Tom is a 

		    psychology professor and is 

		    married to...Betsy --



				 ANNIE

		    -- who is the most competitive 

		    woman in the world --



	They put the presents in the backs of their two cars and 

	pull out together.



	EXT. A HOUSE IN BALTIMORE SUBURBS - NIGHT



	Christmas lights twinkling as the two cars pull up in 

	front of a comfortable upper middle-class house and park 

	their cars.  They get out assembling presents.



				 WALTER

		    Your Uncle Milton lost all his 

		    money in a Puerto Rican 

		    condominium that went belly up, 

		    don't mention the IRS or the 

		    Federal prison system.  Your 

		    mother is Barbara, your father 

		    is Cliff --



				 ANNIE

		    I hope he doesn't get out his 

		    slides.



				 WALTER

		    Am I what they had in mind?



				 ANNIE

		    They're going to love you.



	As they start toward the house.



							CUT TO:



	CLANGING ON THE WINE GLASSES.



	AND PULL BACK TO REVEAL:



	INT. ANNIE'S PARENTS' DINING ROOM - NIGHT



				 BARBARA

		    Everybody! Annie has an announcement --



				 ANNIE

		    Walter and I are engaged!



	And the family's at the diner table.  Annie's family is 

	a completely normally-looking WASP family -- only 

	everyone is a little eccentric.  Annie's mother BARBARA, 

	a beautiful gray-haired, fantastically cheerful woman, 

	claps her hands together.  Her father CLIFF, who's at 

	the head of the table next to her, gives Annie a kiss.  

	Annie's brother TOM and his wife BETSY are at the table, 

	along with cousin IRENE and her husband HAROLD.  UNCLE 

	MILTON, who's Irene's father and Barbara's brother.  

	There are about FIVE CHILDREN there, too.



				 IRENE

		    That's wonderful, Annie.  I 

		    hope it lasts... for years 

		    and years.



				 BETSY

			   (the competitive one)

		    Do you have a ring?



				 ANNIE

		    No.  Not yet.



				 BETSY

		    Oh.  Well.  How will anyone 

		    know?



				 TOM

		    Because you're going to call 

		    them all and tell them.  

		    Congratulations, Walter.



	He claps Walter on the back.



	Walter sneezes.  And sneezes again.



				 CLIFF

		    Are you all right?



				 WALTER

		    It's nothing.  Nothing.



				 ANNIE

		    It's probably just the flowers --



				 BARBARA

		    We'll move them --



				 WALTER

		    Don't touch them.  I feel 

		    terrible sneezing at a time 

		    like this.  This is a big 

		    moment for me --



				 ANNIE

			   (overlapping)

		    He's allergic to everything, 

		    don't worry about it --



				 HAROLD

		    Bees.  I'm allergic to bees.



				 CLIFF

		    Not salmon I hope --



				 ANNIE

		    If he eats one tiny piece of a 

		    nut --



				 WALTER

			   (cheerfully)

		    My head swells up like a 

		    watermelon and I drop dead.



				 IRENE

		    It's the same with Harold and 

		    bees.



				 CLIFF

		    Your mother and I had salmon at 

		    our wedding, and I really think 

		    a wedding without cold salmon --



				 WALTER

		    I'm not allergic to salmon.  I 

		    don't think.  But you never 

		    know.



				 HAROLD

		    You never know.



				 BARBARA

		    Oh, honey, I feel terrible, we 

		    used up this magnum of 

		    champagne we were saving on 

		    something else, what did we use 

		    it for?



				 TOM

		    Uncle Milton's parole --



				 BARBARA

		    Right.



				 UNCLE MILTON

		    And it was delicious.



				 BARBARA

		    It was, wasn't it, Milton 

		    darling --



				 BETSY

		    When are you getting married, 

		    Annie?



				 CLIFF

		    In early June.  In the garden.



				 HAROLD

		    Does it have to be in the garden?



				 IRENE

		    What about Harold and bees?



				 BARBARA

		    We'll spray you.



				 CLIFF

		    Cold salmon.  A lovely cucumber 

		    salad.  Strawberries.



				 WALTER

		    I'm afraid I'm allergic to 

		    strawberries.



				 CLIFF

		    No strawberries.



	Annie smiles at Walter.



				 ANNIE

			   (to Walter)

		    Is that all right with you?



				 WALTER

			   (to Lou Gehrig line)

		    Today I consider myself the 

		    luckiest man on the face of 

		    the earth.



				 IRENE

		    What are you wearing?



				 ANNIE

		    I don't know.



				 BETSY

		    I wish you would wear my dress.  

		    I only wore it once, and you'll 

		    barely have to do anything to 

		    it except take it in in the 

		    bust --



				 BARBARA

		    I have something that might do 

		    --



	INT. LIVING ROOM - LATER



	Walter is sitting on the couch as Cliff shows him slides 

	of cloud formations in Guatemala.  In the next room 

	Tom's at the piano and the kids are singing Christmas 

	carols.



	INT. BACK STAIRWAY - SIMULTANEOUS



	MAX, one of the children, is teaching Uncle Milton to 

	burp.



	INT. ATTIC - NIGHT



	The sound of Christmas carols from below.



	The attic is full of boxes and Annie walks through with 

	her mother.  They come to a dressmakers dummy with a 

	sheet over it.  Barbara removes the sheet.  A beautiful 

	antique dress.  A veil sitting on top of the dummy.



				 BARBARA

		    The Historical Society wanted 

		    this and I never would give it 

		    to them --



				 ANNIE

		    Granny's dress.  Oh, Mom.



				 BARBARA

		    I notice these things are back 

		    in fashion.  Oh, honey.

			   (tears are rolling down 

			    her face as she tries 

			    the veil on Annie)

		    He's a lovely man, Annie.



				 ANNIE

		    I know.  He's wonderful, isn't 

		    he?



				 BARBARA

		    Are his folks nice?



				 ANNIE

		    You'll love them.  We're going 

		    down to D.C.  tonight to be with 

		    them Christmas morning.



				 BARBARA

		    How did it happen?



	Barbara starts to unbutton the tiny buttons on the back 

	of the dress and remove it from the dummy.



				 ANNIE

		    It's silly, really.  I mean, 

		    I'd seen him at the office, 

		    obviously I'd seen him, he's 

		    the associate publisher, and 

		    then one day we both ordered 

		    sandwiches from the same place, 

		    and he got my lettuce and 

		    tomato sandwich on whole wheat, 

		    which of course he was allergic 

		    to, and I got his lettuce and 

		    tomato on white.



				 BARBARA

			   (utterly without irony)

		    How amazing.



				 ANNIE

		    It is, isn't it? You make 

		    millions of decisions that mean 

		    nothing and then one day you 

		    decide to order takeout and it 

		    changes your life.



				 BARBARA

		    Destiny takes a hand.



				 ANNIE

		    Oh, please.  Destiny's just 

		    something we've invented 

		    because we can't stand the fact 

		    that everything that happens is 

		    accidental.



				 BARBARA

		    Then how do you explain that 

		    you both ordered exactly the 

		    same sandwich except for the 

		    bread? How many people in this 

		    world like lettuce and tomato 

		    without something else like 

		    tuna?



				 ANNIE

		    It wasn't a sign.  It was a 

		    coincidence.



	Barbara shrugs, slips the dress off the dummy and Annie 

	steps into it.



	Barbra starts to button the dress on Annie.



				 BARBARA

		    I was in Atlantic City with my 

		    family.  Cliff was a waiter.  

		    He talked me into sneaking out 

		    for a midnight walk on the 

		    Steel Pier.  I've probably told 

		    you this a million times, but 

		    I don't care.  And then he held 

		    my hand.  I was scared.  All 

		    sorts of thing were going 

		    through my head.  But after a 

		    while I forgot about them.  At 

		    one point I looked down, at our 

		    hands, and I couldn't tell 

		    which fingers were mine and 

		    which were his.  And I knew.



				 ANNIE

			   (hearing it for the 

			    first time)

		    What?



				 BARBARA

		    You know.



				 ANNIE

			   (she doesn't know, but 

			    she doesn't want her 

			    mother to know she 

			    doesn't know)

		    What?



				 BARBARA

		    Magic.  It was magic.



				 ANNIE

			   (repeating)

		    Magic.



				 BARBARA

		    I knew we would be together 

		    forever, and that everything 

		    would be wonderful, just the 

		    way you feel about Walter.  

		    Walter.  It's quite a formal 

		    name, isn't it?

			   (lowering her voice)

		    One of the things I truly knew 

		    was that your father and I were 

		    going to have a wonderful time

		    ... in the sack I believe you 

		    call it --



				 ANNIE

		    Mom!



				 BARBARA

		    Of course it took several years 

		    before everything worked like 

		    clockwork in that department, 

		    so don't be worried if it takes 

		    a while --



				 ANNIE

		    Mom, we already...



				 BARBARA

		    Well, fine, fine.  Fiddle da 

		    dee.  And how's it working?



				 ANNIE

		    Like... clockwork.



	She turns to look in the mirror.  The dress doesn't fit 

	at all.  It's completely lopsided.  One shoulder is 

	higher than the other.  The waist is in the wrong spot.  

	The effect is quite comical.



				 BARBARA

		    So you'll get married in a new 

		    dress.



				 ANNIE

		    It's a sign.



				 BARBARA

			   (gently)

		    You don't believe in signs.



	EXT. STREET - LATE



	The house Christmas lights sparkle outside, twinkling on 

	the tree inside, and the warm light spilling out.



				 ANNIE

		    They loved you.  I told you 

		    they would love you and they 

		    did.



				 WALTER

		    I love you.



				 ANNIE

		    I love you, Walter.

			   (beat)

		    Did anyone ever call you 

		    anything other than Walter?



				 WALTER

		    Nope.



				 ANNIE

		    Even when you were young?



				 WALTER

		    Nope.  Not even when I was 

		    young.



	It's starting to rain.



				 WALTER

		    You sure you don't want to 

		    drive with me?



				 ANNIE

		    How will I get back to 

		    Baltimore Saturday?

			   (remembering something)

		    Oh God, I forgot my present for 

		    your stepmother -- I took it 

		    inside by accident.



				 WALTER

		    I'll wait.



				 ANNIE

		    Don't be silly.  I'll just be 

		    ten minutes behind you.



	EXT. BELTWAY - NIGHT



	As Annie drives back toward Washington, D.C.



	Raining.



	INT. CAR - NIGHT



	Annie driving.  Presents on the front seat.  She's 

	singing "Sleigh Ride" and doing all the sound effects 

	and clipclops and giddyups.  After a moment, she 

	realizes she doesn't know all the words and turns on the 

	radio.



				 DR. MARSHA'S FIELDSTONE'S VOICE

		    Welcome back to "You and Your 

		    Emotions." I'm Dr.  Marcia 

		    Fieldstone broadcasting across 

		    America from the top of the 

		    Sears Tower in Chicago where we 

		    would have a fantastic view of 

		    Santa Claus and his reindeer if 

		    there was a -- oops, never 

		    mind.  Tonight we're talking 

		    about wishes and dreams.  

		    What's your wishes this Christmas 

		    Eve? Maybe the best present 

		    you can give yourself is a call 

		    to me.  The number is --



				 ANNIE

		    Give me a break.



	Annie changes the station.



				 RADIO VOICE

		    The subject of the evening's 

		    medical update is You and Your 

		    Spleen and our host --



	She flips the dial back the other way.



				 DR. MARCIA FIELDSTONE (V.O.)

		    Our caller is from Seattle.



	Annie changes the station.



				 RADIO VOICE

		    Coming up, Jingle Bells 

		    backwards, sung by the New 

		    Jersey Cape Mayettes --



	Annie twists the dial back the other way.  We hear a 

	YOUNG BOY's voice.



				 BOY'S VOICE (V.O.)

		    Hello, this is Jonah --

			   (there's a bleep as 

			    Jonah says his last 

			    name)



	Annie's hand lingers on the dial.



				 DR. MARCIA FIELDSTONE (V.O.)

		    No last names, Jonah.  Hello 

		    there, you sound younger than 

		    our usual callers.  How come 

		    you're up so late?



				 JONAH (V.O.)

		    It's not that late in Seattle.



				 DR. MARCIA FIELDSTONE (V.O.)

		    Got me there.  What's your 

		    Christmas wish, Jonah?



				 JONAH (V.O.)

		    It's not for me.  It's for my 

		    dad.  I think he needs a new 

		    wife.



	Annie shakes her head.



				 DR. MARCIA FIELDSTONE (V.O.)

		    You don't like the one he was 

		    now?



				 JONAH (V.O.)

		    He doesn't have one now.  

		    That's the problem.



				 DR. MARCIA FIELDSTONE (V.O.)

		    Where's your mom?



				 JONAH (V.O.)

		    She died.



	Annie closes her eyes for a moment.



				 ANNIE

		    I don't believe this --



	EXT. HIGHWAY - NIGHT



	As the car drives along.



				 DR. MARCIA FIELDSTONE (V.O.)

		    I'm sorry to hear that, Jonah.



				 JONAH (V.O.)

		    I've been pretty sad, but I 

		    think my dad is worse.



	INT. CAR - NIGHT



				 DR. MARCIA FIELDSTONE (V.O.)

		    And you're worried about him.



				 JONAH (V.O.)

		    I'm worried about him, he's 

		    worried about me, I ride my 

		    bike to school, he follows in 

		    the car, like I'm not supposed 

		    to know he's there.  Now it's 

		    Christmas, and you know what 

		    happens to people at Christmas.



				 ANNIE

		    They lose their minds and call 

		    crackpot doctors on the radio --



				 DR. MARCIA FIELDSTONE (V.O.)

		    Have you talked to your dad 

		    about this?



				 JONAH (V.O.)

		    No.



				 DR. MARCIA FIELDSTONE (V.O.)

		    Why not?



				 JONAH (V.O.)

		    It's very hard for him to talk 

		    about this stuff.  It's like it 

		    makes him sadder.



				 DR. MARCIA FIELDSTONE (V.O.)

		    You want me to talk to him?



				 ANNIE

		    Perfect.  Sandbag the father.



				 JONAH (V.O.)

		    And you crazy? He thinks shows 

		    like this are dumb.  If you 

		    didn't have an 800 number I 

		    could never get away with this 

		    --



				 DR. MARCIA FIELDSTONE (V.O.)

		    Is he home right now?



				 JONAH (V.O.)

		    Yeah.



				 DR. MARCIA FIELDSTONE (V.O.)

		    Well, I think I can help a 

		    little more if I talk to him 

		    directly.



				 JONAH (V.O.)

		    I don't know --



				 DR. MARCIA FIELDSTONE (V.O.)

		    I'm sure he won't be angry once 

		    he realizes how concerned you 

		    are about him.



				 JONAH (V.O.)

		    Okay, but if I get yelled at, 

		    I'm never gonna listen to this 

		    show again.



				 DR. MARCIA FIELDSTONE (V.O.)

		    Fair enough.



	INT. SAM'S HOUSEBOAT - NIGHT



	Jonah is on the telephone on the first floor of the 

	houseboat he lives in with Sam.  He's got the phone cord 

	coming out of the small first-floor study, and he's 

	standing near the kitchen end of a large living area 

	looking out at the back deck, where his dad is sitting 

	in a deck chair looking out at the sea.



				 JONAH

		    Dad --



				 SAM

		    What is it?



	ON ANNIE AGAIN.



				 JONAH (V.O.)

		    There's somebody on the phone 

		    for you.

			   (into phone)

		    His name is Sam.



				 ANNIE

		    This is completely disgusting.



	INT. BALDWIN HOUSEBOAT - NIGHT



	Sam pokes his head in the back door.  He looks much as 

	he did eighteen months earlier, except that his hair is 

	a little longer.  He picks up the phone extension.



				 SAM

		    Hello.



				 DR. MARCIA FIELDSTONE (V.O.)

		    Hello, Sam, this is Dr. Marcia 

		    Fieldstone on Network America.



	Sam looks across the room to Jonah.



				 SAM

		    I'm probably not interested in 

		    whatever you're selling.



				 DR. MARCIA FIELDSTONE (V.O.)

		    I'm not selling anything.  Your 

		    son called and asked for advice 

		    on how to find you a new wife.



				 SAM

			   (he really didn't get 

			    her name)

		    Who is this?



				 DR. MARCIA FIELDSTONE (V.O.)

			   (repeating herself)

		    Dr. Marcia Fieldstone of 

		    Network America.



				 SAM

		    Jesus, are we on the air? 

		    Jonah, for God's sake --



				 JONAH

		    Don't be mad at me, Dad.



	Sam can see Jonah.  He's frightened.  Sam immediately 

	feels how upset Jonah is.



				 DR. MARCIA FIELDSTONE (V.O.)

		    He feels that since your wife's 

		    death you've been very unhappy. 

		    He's genuinely worried about you.



	Sam is looking at Jonah, who's rooted to the spot he's 

	standing on.



				 SAM

			   (to Jonah)

		    I'm not mad at you.  Okay, I'm 

		    not mad at you.



				 DR. MARCIA FIELDSTONE (V.O.)

		    I think it's hard for him to 

		    talk to you about all this.  

		    Maybe we could talk and it 

		    would make him feel a little 

		    better.



	Sam hesitates.



				 JONAH

		    Please --



	INT. ANNIE'S CAR - NIGHT



				 ANNIE

		    This is a grotesque violation 

		    of this man's personal life, 

		    but never mind --



				 SAM (V.O.)

		    All righ...



				 DR. MARCIA FIELDSTONE (V.O.)

		    Good.  How long ago did your 

		    wife die?



	INT. HOUSEBOAT - NIGHT



				 SAM

		    It's been about a year and a 

		    half.



				 DR. MARCIA FIELDSTONE (V.O.)

		    Have you had any relationship 

		    since?



				 SAM

		    No.



	Sam is very uncomfortable about this --



				 DR. MARCIA FIELDSTONE (V.O.)

		    Why not?



				 SAM

		    Look, Doctor, I don't want to 

		    be rude, but --



				 DR. MARCIA FIELDSTONE (V.O.)

		    And I don't want to invade your 

		    privacy --



	INT. CAR - NIGHT



				 ANNIE

		    Sure you do.



				 SAM (V.O.)

			   (overlapping)

		    Sure you do --



	Annie smiles.



				 SAM

		    Look, we had a tough time at 

		    first, but I think I'm holding 

		    my own as a dad, and Jonah and 

		    I will get along fine again as 

		    soon as I break his radio.



	Annie laughs.  So does Mr.  Fieldstone



	INT. HOUSEBOAT - NIGHT



	Jonah is smiling too.



				 DR. MARCIA FIELDSTONE (V.O.)

		    I have no doubt that you're a 

		    good dad.  You can tell a lot 

		    from a person's voice.  But 

		    something must be missing if 

		    Jonah feels that you're still 

		    under a cloud.



				 JONAH

		    Tell her how you don't sleep at 

		    night.



				 SAM

		    How do you know that?



	Sam and Jonah both talk into their extensions, literally 

	talking to each other on the phone within their own 

	house, but also ON THE AIR.



				 JONAH

		    I can hear you walking around 

		    sometimes.  At first I thought 

		    it was a robber.  Go ahead, 

		    tell her, Dad.



				 SAM

		    I don't think I have to now.



	Sam starts across the room towards Jonah, who starts 

	toward him, both of them holding their phone receivers.  

	On the wall in the dining area is a pine bench.



				 SAM

		    Look, it's almost Christmas --

			   (as the two of them sit 

			    down together on the 

			    bench)

		    A kid needs a mother --



	He puts an arm around Jonah.



	INT. CAR - NIGHT



	As Annie listens.  She's softened considerably.



				 DR. MARCIA FIELDSTONE (V.O.)

		    Could it be that you need 

		    someone just as much as Jonah 

		    does?



				 ANNIE

		    Yes.



	Annie catches herself, covers her mouth in embarrassment.



				 ANNIE

		    I'm losing my mind.



	EXT. HIGHWAY - NIGHT



	As Annie makes a turn off the beltway into a rest stop.



				 DR. MARCIA FIELDSTONE (V.O.)

		    We've been talking to -- well, 

		    let's just call him Sleepless 

		    in Seattle, and we'll be right 

		    back after this break with 

		    listener response, your 

		    response, to the things we've 

		    been discussing.  The number to 

		    call is...



	INT. BALDWIN HOUSE



				 SAM

		    What's she talking about?



				 JONAH

		    This is where other people get 

		    to call in and dump on what you 

		    said.



	We hear the beginning of a commercial.



	INT. TRUCK STOP RESTAURANT - NIGHT



	Annie walks in, anxious to break the spell of her radio 

	reverie.  She goes to the counter to order some coffee.  

	There's a commercial on the radio.  The counter WAITRESS 

	LORETTA is talking to the customers -- who include a 

	TRUCK DRIVER at a booth.  HARRIET, a short-order-cook, 

	is visible through an open window to the kitchen.



				 LORETTA

		    I'll bet he's tall, with a cute 

		    butt.



				 HARRIET

		    I'll bet he hasn't shaved in a 

		    week.  I'll bet he stinks.



				 LORETTA

		    Shut up, Harriet.

			   (to Annie)

		    What'll it be?



				 ANNIE

		    Coffee, please.  Black.  To go.



				 LORETTA

		    Maybe I should hustle myself 

		    out to Seattle.  Give him a 

		    little present for New Year's 

		    Eve.



				 HARRIET

		    You can go there if you want 

		    but don't open his refrigerator.  

		    They don't cover anything when 

		    they put it in the fridge.  

		    They just stick it in and leave 

		    it there till it walks out by 

		    itself.



				 LORETTA

		    Harriet, ever since you 

		    divorced your last husband, 

		    you've been no fun.  I'm 

		    looking, and this guy pops my 

		    tarts.



				 TRUCK DRIVER

		    Come on, Loretta, you're going 

		    to have to jump-start this guy.  

		    His battery's dead.  And look 

		    at me.  Mister Ever-Ready.  

		    Every six minutes, another 

		    charge.



				 LORETTA

		    I'm looking for someone 

		    sensitive.



				 ANNIE

		    Come on, nobody wants a guy 

		    who's sensitive on the radio.



				 DR. MARCIA FIELDSTONE (V.O.)

		    Let's take a call before we get 

		    back to Sleepless.  Knoxville, 

		    Tennessee, you're on.



				 SWEET SOUTHERN VOICE

		    Yes, I would just like to know 

		    where I could get this man's 

		    address?



				 LORETTA

			   (to the radio)

		    Honey, get on line.



	EXT. DINER - NIGHT



	As Annie gets into her car.



	EXT. WASHINGTON, D.C.  STREET - NIGHT



	Annie driving toward the house where Walter's parents 

	live.



				 DR. MARCIA FIELDSTONE (V.O.)

		    Do you think there's somebody 

		    out there you could love as 

		    much as your wife? Maybe even 

		    more?



				 SAM (V.O.)

		    It's hard to imagine.



	And cut back and forth between the car and the 

	houseboat.  Sam and Jonah are still on the bench, but 

	Jonah has fallen asleep in Sam's lap.  Sam is stroking 

	the boy's hair.



				 DR. MARCIA FIELDSTONE (V.O.)

		    What are you going to do, Sam?



				 SAM

		    I don't know.  When I met my 

		    wife, it was so clear.  I just 

		    knew.



	Annie is listening now.



				 DR. MARCIA FIELDSTONE (V.O.)

		    What was it that made you know?



				    SAM

		    I don't think I could really 

		    describe it.



				 DR. MARCIA FIELDSTONE (V.O.)

		    Why not?



				 SAM

		    And if I could describe it, 

		    it probably wouldn't be on a radio 

		    show.

			   (he laughs to himself)

		    But what the hell.  It's not 

		    one specific thing.  It's more 

		    of a feeling.

			   (continued)



	Annie coasts to a stop outside a handsome mansion in 

	Washington, D.C., the motor running.  She's hooked now, 

	she's not getting out of the car until she's heard it 

	all.



				 SAM

		    You touch her for the first 

		    time, and suddenly... you're 

		    home.  It's almost like...



				 ANNIE

		    Magic.



				 SAM

		    Magic.



	CLOSER ON ANNIE



	realizing she has just said this.  Realizing that it 

	must mean something but not knowing what.



	SHE'S CRYING.



				 DR. MARCIA FIELDSTONE (V.O.)

		    Well, it's time to wrap up, 

		    folks --



	A FIGURE appears at the passenger side window, which 

	Annie doesn't notice.  She's wiping the tears away with 

	her hand.



				 DR. MARCIA FIELDSTONE (V.O.)

		    We hope you'll call again soon.



	The figure TAPS on the window --



				 WALTER

			   (muffled, outside car)

		    Annie?



				 DR. MARCIA FIELDSTONE (V.O.)

	    	    ... and let us know how it's 

	    	    going.



	-- and taps again.



				 WALTER

		    Annie?



	She turns.  He's pointing at the locked door.  She 

	searches for the button.  Finally finds it so that 

	Walter can open the door.



				 ANNIE

		    I'm sorry, Walter.  I just 

		    heard the most amazing thing on 

		    the radio.



	They start toward the front door, Walter and Annie 

	carrying presents, an overnight bag of Annie's.



				 ANNIE

		    People call up these shows and 

		    you can't believe the stuff 

		    they say.  It's the end of 

		    privacy as we know it, this 

		    country is just one big global 

		    village with everyone out there 

		    going blah blah blah --



	As they enter the house, we hear Silent Night and we see 

	a Christmas tree, glittering with lights.



							CUT TO:



	A CHRISTMAS TREE GLITTERING WITH LIGHTS



	as we pull back to reveal:



	INT. HOUSEBOAT - EARLY MORNING



	As Jonah opens his presents under the tree and we cut 

	from gift to gift:



	A BROOKS ROBINSON BASEBALL GLOVE which Jonah loves and 

	which he puts on his hand and keeps on while continuing 

	to open:



	A TIE which mystifies him, but he hangs it around his 

	neck.



	A PLAID SHIRT



	A MAP OF THE UNITED STATES -- the kind that's used in 

	schoolrooms that pulls down from a roller.



	And now Sam brings out a long narrow present from behind 

	the door and Jonah opens --



	A NEW FISHING ROD



	EXT. HOUSEBOAT - DAY



	As Jonah poses with all his Christmas presents -- his 

	tie hanging around his neck over his bathrobe and new 

	plaid shirt, his baseball glove, fishing rod -- as Sam 

	takes his picture.



	INT. HOUSEBOAT - DAY (OR POSSIBLY EXT. DECK HOUSEBOAT)



	Sam opens his present from Jonah, which is something he 

	made in woodworking class.



				 SAM

		    The hopes are perfect -- 

		    beautiful, identical, smooth -- 

		    and they are for something 

		    really amazing I feel it in my 

		    bones --



				 JONAH

		    It's a spice rack.



				 SAM

		    We desperately need a spice 

		    rack.  Desperately.



							CUT TO:



	INT. KITCHEN OF HOUSEBOAT - DAY



				 SAM

		    And we desperately need spices.



	Where Sam is putting the spices they have -- pepper, 

	salt, paprika and oregano -- into the spice rack, which 

	has room for at least twenty more.  Jonah is 

	methodically making pancakes.



				 JONAH

		    Dad?  About last night?



				 SAM

		    It's never happening again.  

		    Right?



				 JONAH

		    Right.



	There's a knock on the door.



				 SAM

		    Then it never happened.



	Sam goes to answer the door.



	TWO YOUNG WOMEN are standing there.  Both are wearing 

	quite a lot of Spandex.  One of them is named LULU.  It 

	says so on her jacket.  The other is JOBETH.



				 SAM

		    Hi.



				 LULU

		    Hi.  Sam?



				 SAM

		    Yes?



				 LULU

			   (looking in and seeing 

			       Jonah)

		    You must be Jonah.



	Jonah nods.



				 LULU

			   (to her friend)

		    See.  I told you.  Sam and 

		    Jonah.  I'm LULU.  This is 

		    JoBeth.



	JoBeth nods, and continues to nod as Lulu talks.



				 LULU

			   (continues)

		    We live two piers over, don't 

		    we? Number 12, right? We're 

		    having like a really neat open 

		    house today from like four to 

		    whenever if you care to stop 

		    by.



				 SAM

		    Thanks, but... we've got plans.



				 LULU

		    Well, here's the number.  If 

		    you ever find yourself 

		    Sleepless, give us a call.  We 

		    also... do babysitting.



	She winks.  JoBeth nods.



	Sam nods.



	Lulu waves goodbye, and she and JoBeth sashay off down 

	the dock.



	Jonah closes the door and turns to Sam.



				 JONAH

		    Not.



				 SAM

		    My feelings exactly.



	EXT. LAKE UNION MARINA - EARLY MORNING



	Jonah and Sam are fishing off a dingy.



				 SAM

		    How many people do you think 

		    heard that thing last night?



				 JONAH

		    It plays in 50 states.



				 SAM

		    What?!



				 JONAH

		    Nobody else is going to know it 

		    was us.



				 SAM

		    You're right.

			   (after a beat)

		    You better hope so.



	EXT. BALTIMORE SUN - MORNING



	INT. LIFESTYLE SECTION - DAY



	A large open newsroom-type space with REPORTERS at 

	computers.  Around the perimeter are glass-partitioned 

	offices and meeting rooms.  Inside one of the offices is 

	BECKY, the Lifestyle editor of the Sun.  She's at a 

	table with Annie, now a reporter for the section, and 

	two other colleagues -- KEITH and WYATT.  Wyatt is 

	playing Gameboy.



				 KEITH

		    This man sells the greatest 

		    soup you've ever eaten, there's 

		    a line around the block, and he 

		    is, I am not kidding, the meanest 

		    man in America.

			   (beat)

		    I feel strongly about this, 

		    Becky.  This is not just about 

		    soup.



				 BECKY

		    Do it.  What else?



				 WYATT

		    New Year's Eve.  Please don't 

		    make me write it.



	Becky looks at Wyatt, notices the Gameboy.



				 BECKY

		    Wyatt, I do not mean to remind 

		    you of your mother, but if you 

		    don't put that game away, no TV 

		    for a week.



				 WYATT

			   (pushing it to the 

			    center of the table)

		    Would someone look this up, 

		    don't tell me where.



	Becky is riffling through some papers on the table, 

	among which are some tearsheets from the Associated 

	Press wire.



				 BECKY

		    Listen to this.  Phone service 

		    in the greater Chicago area was 

		    tied up for two hours Christmas 

		    Eve because some kid called a 

		    phone-in show to get a wife for 

		    his father.  Two thousand women 

		    called in for the number.



				 KEITH

		    Jesus.



				 ANNIE

		    I heard it.  This kid calls up 

		    and says my dad needs a wife 

		    and I'm talking to myself in 

		    the car saying, this is 

		    completely disgusting, you're 

		    taking advantage of a child, 

		    and then the father gets on and 

		    this shrinkette says, do you 

		    want to talk about it? And he 

		    says no as a matter of fact I 

		    don't, and I am saying, bravo! 

		    Right on! Don't talk to her, 

		    it's none of her business --

			   (she's completely into 

			    this story now)

		    -- and then suddenly, for no 

		    reason at all, he's talking 

		    about how much he loved his 

		    wife, and how he just --

			   (she snaps her fingers)

		    fell in love with her and I am 

		    crying.  Me.  A tear is 

		    actually rolling down my face.  

		    It was like what happens when I 

		    watch those phone company ads.  

		    I don't have to see the whole 

		    ad, I just have to see the part 

		    where the daughter gives her 

		    mother a refrigerator with a 

		    big red bow on it, have you 

		    seen that one?



	Everyone looks at her.  Apparently she's finished.



				 BECKY

		    You should write something 

		    about this.



				 ANNIE

		    About what?



				 BECKY

		    Whatever it is.



				 KEITH

			   (waving the AP story)

		    What it is is, there are a lot 

		    of desperate women out there 

		    looking for love.



				 WYATT

		    Especially over a certain age.



	Annie is looking at them.  This isn't what she was 

	talking about at all, although she isn't quite sure what 

	she was talking about.



				 KEITH

		    It is easier to be killed by a 

		    terrorist after the age of 40 

		    than it is to get married --



				 ANNIE

		    That is not true.  That 

		    statistic is not true.



				 BECKY

		    It's not true, but it feels 

		    true.



				 ANNIE

		    There's practically a whole 

		    book about how that statistic 

		    is not true --



				 WYATT

		    Calm down.  You brought it up --



				 ANNIE

			   (sharply)

		    I did not, Wyatt.



	A beat, everyone pauses.  Things are a little out of 

	hand.



				 BECKY

		    So where were we?



				 WYATT

		    New Year's Eve.  I'll do it, 

		    okay?



				 BECKY

		    Okay.



				 ANNIE

		    If someone is a widower, why do 

		    they say he was widowed? Why 

		    don't they say he was widowered?



	Everyone looks at her strangely.



				 ANNIE

		    I was jus wondering.



	EXT. BALTIMORE STREET - DAY



	Annie walking purposefully, followed by Becky, hurrying 

	to catch up.



				 BECKY

		    What was that about up there?



				 ANNIE

		    What was what?



				 BECKY

		    What's with you?



				 ANNIE

		    Nothing's with me.



	INT. BALTIMORE RESTAURANT - DAY



	Becky and Annie are having lunch.



				 BECKY

		    "Sleepless in Seattle"?



				 ANNIE

		    That's what she called him on 

		    the show.  Because he can't 

		    sleep.



				 BECKY

		    And now 2,000 women want his 

		    number.  The guy could be a 

		    crackhead, a psychopath, a 

		    flasher, a junkie, a 

		    transvestite, a chain-saw 

		    murderer, or someone really 

		    sick, like Rick.



				 ANNIE

		    Actually, he sounded nice.



				 BECKY

		    Oh? Oh, really? Now we're 

		    getting down to it.



				 ANNIE

		    Not.



	She reaches down for her purse.



	INT/EXT. REMODEL HOUSE - DAY



	A hand reaching down to pick something up -- the Seattle 

	newspaper, and



	PULL BACK TO REVEAL:



	Sam carrying the paper down/up the stairs to an old 

	house that's being renovated.  Jonah, who is playing 

	Cameboy, is walking along with him.  WORKMEN are active 

	everywhere.  Dry wall going up, cabinets being 

	installed, tile being set.



	One of Sam's partners, BOB LANGMAN, is walking with him, 

	and JAY MATHEWS, the on-site supervisor, is waiting for 

	them in an unfinished doorframe.  Bob is hefty, older, 

	always eating something dietetic.  Jay is younger and 

	always wears as little as possible, even in cold weather.



				 BOB LANGMAN

		    Now she wants a circular 

		    stairwell off the den.



				 JAY

			   (to Jonah, in b.g.)

		    Punch me, punch in right here.

			   (points to his stomach;

			    Jonah punches)

		    And she wants the Sub-Zero with 

		    the side-by-side doors --



				 BOB

		    Which means --



				 SAM

		    The cabinets have to be redone 

		    --



	They all nod at each other.  The woman has been a 

	nightmare.



				 BOB

		    So we thought --



				 JAY

		    Since you're on the make again 

		    --



	Sam looks at Jonah --



				 SAM

		    Great.  This is great.  The 

		    whole town knows.  Just out of 

		    curiosity, how do you two know?



				 BOB

		    Grace heard it.



				 SAM

		    Grace the dispatcher.  Great.



				 BOB

		    The point is, take the client 

		    out to dinner and ask her to 

		    marry you and then maybe we 

		    won't have to redo the kitchen 

		    cabinets.



				 SAM

		    Why me? What about Jay?



				 JAY

		    Hey, my plate is full.



				 SAM

		    Well, okay.  What's the big 

		    deal?  If she'll forget the 

		    new fireplace, I'll marry her.  

		    Just point me in the right 

		    direction.



				 JONAH

		    Dad, I don't know about this 

		    one --



				 SAM

		    Oh, you're changing your mind 

		    --



				 JONAH

		    No, I'm not, but --



				 SAM

		    What's the matter with this 

		    one? Wouldn't you like to have 

		    Imelda Marcos as your mother?



				 JONAH

		    Dad --



	Sam cuffs him good-naturedly.



				 SAM

		    We better take the measurements 

		    for the new cabinets.



	He walks away past some workmen, ladders, etc.  and 

	starts checking the cross-beams in the ceiling over in 

	another area of the site.  Bob follows after him.  Jay 

	tosses Jonah a hammer and they start knocking nails into 

	the wall.



				 BOB

		    Sam, if you're not doing 

		    anything New Year's -- 

		    obviously you're not doing 

		    anything New Year's -- we're 

		    having some people over, all of 

		    them married, not one even 

		    remotely interested in playing 

		    around.  Does that sound great 

		    or what?

			   (whistfully)

		    I can't think of the last time 

		    I was at a party when anything 

		    actually happened.



				 SAM

		    Thanks, but I'll pass.  It's 

		    kind of a big night.  I don't 

		    like to leave Jonah alone.



							CUT TO:



	SHOT OF  HOUSEBOAT BEING TOWED BY A TUG DOWN THE RIVER (OR A 

	SEAPLANE LANDING) - TWILIGHT



	EXT. HOUSEBOAT - TWILIGHT



	Jonah watching it.  Sam visible in the distance in the 

	kitchen.



	INT. KITCHEN - TWILIGHT



	As Sam is busy installing the spice rack.  He marks the 

	wall, hammers in the nails, etc.



				 SAM

			   (as he starts putting 

			    new spices into the 

			    rack, in alphabetical 

			    order)

		    Does red pepper go under R or 

		    P?



				 JONAH

		    P.

			   (beat)

		    Dad?



				 SAM

			   (absently)

		    What?



				 JONAH

		    I forgot to mention.  Jed 

		    called --



				 SAM

		    Just out of curiosity, do you 

		    have any friends whose names 

		    don't begin with a J?  I feel 

		    like it was a failure of the 

		    imagination on our part naming 

		    you Jonah.

		  	   (looking at the spices)

		    What is marjoram? Does anyone 

		    know?



				 JONAH

		    Jed is having a slumber party 

		    New Year's Eve and he invited 

		    me.



	A beat.



				 SAM

		    Fine.  Fine.



				 JONAH

		    So I can go.



				 SAM

		    Sure.

			   (almost done with the 

			    spices)

		    Looking good.



				 JONAH

		    Shouldn't you have used a 

		    toggle bolt?



				 SAM

		    I think I know how to have a 

		    spice rack.



	He puts in the last spice.



	They stand back to admire it.  A beat.  The rack falls 

	off the wall.



	The rack itself doesn't break, but about six of the 

	glass jars of spices break.



	There's paprika and thyme and currying powder, etc.  all 

	over the floor along with shards of glass.



				 SAM

	    	    God fucking dammit!  Shit! 

	    	    Fuck.  Piss.



	Jonah bursts into tears.



				 SAM

			   (still angry)

		    I'm sorry.

			   (softening)

		    I'm sorry.



	He picks up Jonah and holds him.



				 SAM

		    I'm sorry.  I'm just --



				 JONAH

		    Stressed.



				 SAM

		    Right.  I'm sorry, Jonah, I'm 

		    sorry.



	And he holds Jonah as Jonah calms down.  Sam closes his 

	eyes tight.



	INT. A TELEVISION SET OF NEW YEAR'S EVE ON TIMES SQUARE



	And pull back to reveal:



	INT. HOUSEBOAT - NIGHT



	Sam, alone, watching the ball drop.  He's got a bag of 

	Doritos and a beer.



				 A VOICE

		    Can I have half your beer?



				 SAM

		    Sure.



	It's Maggie.



	She takes his bottle of beer and pours half of it into a 

	glass.



				 MAGGIE

		    What did I used to say? Here's 

		    looking at you? Here's mud in 

		    your eye?



				 SAM

		    Here's to us.  You used to say 

		    here's to us.

			   (he looks at her and 

			    his eyes well with 

			    tears)

		    Oh babe.  I miss you so much it 

		    hurts.



	He reaches out for her.  She's gone.



	And we hear the television set now counting down to 

	midnight in New York.



							CUT TO:



	INT. NEW YEAR'S EVE PARTY IN BALTIMORE - NIGHT



	The same television show counting down to midnight.



	Champagne corks popping, etc.



	And we see Walter and Annie.



				 WALTER

		    Happy New Year, darling.



				 ANNIE

		    Happy New Year.



	They start to dance.



				 WALTER

		    I was thinking, I have to go up 

		    to Boston for the AAP 

		    convention and then visit 

		    Winston-Hughes about switching 

		    over our computers.  Why don't 

		    we meet in New York for 

		    Valentine's Day weekend?



				 ANNIE

		    Walter, I'd love to --



				 WALTER

		    We'll stay at the Plaza --



				 ANNIE

		    Go for a walk in Central Park --



				 WALTER

		    Go to the Symphony --



	A beat.



				 ANNIE

		    We will?

			   (beat)

		    The Symphony?

			   (beat)

		    Okay.

			   (beat)

		    I'll take you to the Russian 

		    Tea Room for pelmeni.


				 WALTER

		    What is it?



				 ANNIE

		    It's delicious, trust me.



				 WALTER

		    Does it have wheat in it?



				 ANNIE

		    I don't think so.



	They go on dancing.  It's one of those parties where 

	everyone looks so happy and so in love.  Annie, however, 

	looks thoughtful.



	ET.  MARINA PARKING AREA - DAY



	Sam gets out of his car and starts down the dock toward 

	his houseboat.  He's carrying a bag of groceries.



	In the parking lot is a U.S.  MAIL TRUCK.



	EXT. HOUSEBOAT - DAY



	Sam approaches his boat and a puzzled look comes over 

	his face.



	A MAILMAN with a sack of mail is standing outside the 

	front door of the houseboat.  Jonah is signing a receipt 

	for the mail.



				 JONAH

		    Look at this, Dad.  They're 

		    all for you --



	Sam picks up an envelop and looks at it.  It's 

	addressed to Sleepless in Seattle c/o Dr.  Marcia 

	Fieldstone, Radio Station KWRS in Chicago.  He's 

	stunned.  As he signs the receipt:



				 MAILMAN

		    If you're having trouble 

		    sleeping, you might want to try 

		    drinking a glass of water from 

		    the other side.



				 JONAH

		    I thought that was for hiccups.



				 MAILMAN

		    Does it work for hiccups?



				 JONAH

		    For hiccups, a spoonful of 

		    sugar, you hold it in your 

		    mouth for a minute.



				 MAILMAN

		    Really?



	The mailman starts back toward the mail truck.



	Sam and Jonah start toward the door.



	INT. HOUSEBOAT - NIGHT



	Sam is in the kitchen making dinner.  Jonah is sitting 

	at the table, reading the letters from the stack they 

	found by the door.



				 SAM

		    Just out of curiosity, how did 

		    they get our address?



				 JONAH

		    They called and asked for it.

			   (reading)

		    "Dear Sleepless in Seattle.  

		    You are the most attractive man 

		    I've ever laid ears on."



	Jonah rolls his eyes, tosses the letter into a pile of 

	rejects, opens another.



				 SAM

		    How did they get our phone 

		    number?



				 JONAH

		    You have to give them your 

		    phone number or they won't let 

		    you go on the air.



	Sam nods as if this makes perfect sense.



				 JONAH

			   (continues, reading)

		    "Dear Sleepless in Seattle: I 

		    am an SWF"--

			   (to Sam)

		    What is that?



				 SAM

		    Thank God.  Something you don't 

		    know.  It's a single white 

		    female.



				 JONAH

		    This is no good.  She's looking 

		    for someone French.  Or Greek.

			   (puzzled, he throws the 

			    letter into the reject 

			    pile, opens another)

		    "Dear Sleepless in Seattle: I 

		    live in Tulsa." Where is that? 

		    --



				 SAM

		    Oklahoma.  Do you know where 

		    that is?



				 JONAH

		    Somewhere in the middle.



				 SAM

		    I'm not going to think about 

		    what they're not teaching you 

		    in school.  I am not going to 

		    think about it.

			      (beat)

		    Generally speaking I think we 

		    should rule out people who 

		    don't live somewhere near here 

		    --



				 JONAH

		    She's willing to fly anywhere.



	As Jonah hands Sam the picture.



				 SAM

		    She looks like my third grade 

		    teacher.  I hated my third 

		    grade teacher.  Hold it! Wait 

		    a minute! She is my third 

		    grade teacher!



				 JONAH

		    Dad, you're not taking this 

		    seriously.



				 SAM

		    This is not how you do it.

			   (referring to the 

			    hamburger)

		    You want this on an English 

		    muffin or a bun?



				 JONAH

		    English muffin.  How do you do 

		    it?



				 SAM

		    You see someone you like, you 

		    get a feeling about them, you 

		    ask them if they want to have a 

		    drink or --



				 JONAH

		    -- a slice of pizza --



				 SAM

		    But not dinner necessarily on 

		    the first date because by the 

		    time you're halfway through 

		    dinner you might be sorry you 

		    asked them to dinner whereas if 

		    it's just a drink, if you like 

		    them you can always ask them 

		    for dinner but if you don't you 

		    can go home if you see what I 

		    mean.

			      (beat)

		    I wonder if it still works this 

		    way.



				 JONAH

		    It doesn't.  They ask you.



				 SAM

		    I'm starting to notice that.



	INT. ANNIE'S BEDROOM - NIGHT



	Annie and Walter are making love.



				 JONAH (V.O.)

		    If you get a new wife, I guess 

		    you'll have sex with her, huh?



				 SAM (V.O.)

		    What do you think?



				 JONAH (V.O.)

		    Will she scratch up your back?



				 SAM (V.O.)

		    What?



	JONAH'S BEDROOM - NIGHT



	As Sam puts Jonah to sleep.  Jonah is holding his teddy 

	bear while this conversation concludes.



				 JONAH

		    In the movies women are always 

		    scratching up guy's back and 

		    screaming and stuff.  When 

		    they're having sex.



				 SAM

		    Whose show was this on?



				 JONAH

		    Jed's got cables.



				 SAM

		    Go to sleep.



	He kisses him good-night.



				 JONAH

		    Kiss Howard.

			   (he holds out the 

			    teddy bear)

		    G'night, Howard.



	INT. ANNIE'S BEDROOM - NIGHT



	Annie and Walter have just finished making love.



	Walter falling asleep.



	Annie lying in bed, with her eyes open.



	She starts to get out of bed.  Puts on a robe.



	INT. STAIRWAY - HOUSE



	As Annie comes downstairs in a bathrobe.



	She opens the door to the street.



	EXT. STREET - NIGHT



	As Annie starts to run down the street.



	CLOSEUP OF: ANNIE, RUNNING



	And now we widen out to see a misty highway she's running 

	down.



	Past a sign saying: Seattle Approximately 3,000 miles.



	Past another sign: Your nerves are shot.



	And another: Your feet are cold.



	And another: Will you find love.



	And another: Before you're cold?



	And another: Burma Shave.



	And Annie continues to run, and now we see she's running 

	across a map of the United States -- it's a little like 

	the one we saw in the beginning of the movie -- it's 

	like the famous map of the United States by Saul 

	Steinberg, but instead of being about New York, this one 

	is about Seattle.



	In the distance, at the very edge of the map, we see two 

	indistinct figures -- a map and a young boy.  They start 

	to wave at her, very slowly.



	Annie's eyes widen.



							CUT TO:



	INT. ANNIE'S BEDROOM - NIGHT



	Annie in bed, eyes open.  Walter fast asleep.



	She gets out of bed, puts on her robe (just as she did 

	in the dream sequence).



	INT. STAIRWELL - NIGHT



	As Annie comes down the stairs.



	INT. KITCHEN - HOUSE



	She turns the light on.



	Opens the refrigerator.



	Closes it.



	Opens it again.  Takes out some milk.



	Sits down at the kitchen table with a bowl, corn flakes, 

	banana.  She's about to assemble it when:



	She sees:



	THE RADIO



	She stands up, turns it on to the station Dr. Marcia 

	Fieldstone is on.  She sits back down with her corn 

	flakes.



				 ANNOUNCER (V.O.)

		    Up next, "You and Your 

		    Emotions" with Dr.  Marcia 

		    Fieldstone, clinical 

		    psychologist and the best 

		    friend you never had.

			   (the teaser continues)



				 WOMAN'S VOICE (V.O.)

		He says he doesn't love me any 

		more.



				 DR. MARCIA FIELDSTONE (V.O.)

		    Why do you want to be with 

		    someone who doesn't love you?



				 ANOTHER WOMAN (V.O.)

		    Every time I come close to 

		    orgasm he stops and goes to 

		    make himself a sandwich --

	

				 DR. MARCIA FIELDSTONE (V.O.)

		    Why don't you make him a 

		    sandwich beforehand?



				 SAM'S VOICE (V.O.)

		    When I met my wife, it was so 

		    clear.  I jus knew.



	Annie starts at hearing Sam's voice.



				 DR. MARCIA FIELDSTONE (V.O.)

		    What was it that made you know?



				 SAM'S VOICE (V.O.)

		    I don't think I could really 

		    describe it.



				 DR. MARCIA FIELDSTONE (V.O.)

		    Why not?



				 SAM'S VOICE (V.O.)

		    And if I could describe it, it 

		    probably wouldn't be on a radio 

		    show.

			   (he laughs to himself)

		    But what the hell.  It's not 

		    one specific thing.  It's more 

		    of a feeling.  

			      (continuing)

		    You touch her for the first 

		    time, and suddenly... you're 

		    home.  It's almost like... 

		    magic.



	Annie closes her eyes.



				 ANNOUNCER (V.O.)

		    We'll be back after this 

		    commercial with Dr. Marcia 

		    Fieldstone.



	EXT. BALTIMORE - PEABODY LIBRARY - DAY



	We see Annie's car pull into a parking space outside the 

	Peabody Library.  Annie gets out of the car.



	INT. LIBRARY - DAY



	As Annie strides purposefully across the library and 

	enters:



	INT. ANNIE'S BROTHER TOM'S OFFICE - DAY



	Annie bursts into Tom's office and walks over to his 

	desk.  We barely has time to look up.



				 ANNIE

		    I think I'm going crazy, Tom.  

		    I really do.  Are you happily 

		    married?



				 TOM

			   (completely panicked by 

			    the question)

		    What?



				 ANNIE

		    I mean, why did you get 

		    married? Was it all fireworks 

		    and trumpets and --



				 TOM

			   (regaining composure)

		    I got married because Betsy 

		    said we had to break up or get 

		    married.  So we get married.



				 ANNIE

		    But when you met her, did you 

		    believe she was the only person 

		    for you? That in some mystical, 

		    cosmic way, it was fated?



				 TOM

		    Annie, when you meet someone 

		    and you're attracted to them, 

		    it just means that your 

		    subconscious is attracted to 

		    their subconscious, 

		    subconsciously.  So what we 

		    think of as chemistry is just 

		    two neuroses knowing that they 

		    are a perfect match.



				 ANNIE

		    I don't even know him.  But 

		    I'm having all these fantasies 

		    about a man I've never met, 

		    who lives in Seattle.



				 TOM

		    It rains nine months of the 

		    year in Seattle.



				 ANNIE

		    I know, I know.  I do not want 

		    to move to Seattle.  But what I 

		    really don't want to do is end 

		    up always wondering what might 

		    have happened and knowing I 

		    could have done something.  

		    What do you think?

			   (Tom opens his mouth to 

			    say something, but 

			    before anything comes 

			    out, Annie fills the 

			    void)

		    It's just cold feet, isn't it? 

		    Everyone panics before they get 

		    married, didn't you?



				 TOM

		    Yes, I did.



				 ANNIE

		    Thank you, Tom.  I feel so much 

		    better just having blown this 

		    off.



				 TOM

		    Any time.



	INT. PEABODY LIBRARY - DAY



	As Annie walks through it and pushes the door to exit.



	EXT. A DOOR OPENING TO SEATTLE STREET - DAY



	Sam and Jay walk out of the Arctic Building onto the 

	street.



				 JAY

		    Sandy has a girlfriend, Clenda

		    ... She's a weightlifter, but 

		    it's not like her neck is 

		    bigger than her head or 

		    anything --



				 SAM

		    I'm not asking you to set me 

		    up, Jay.  That's not what I 

		    need your help for.  I want to 

		    know what it's like over there.



				 JAY

		    And that's what I'm trying to 

		    tell you.  What women are 

		    looking over, okay? Pecs and a 

		    cute butt.



				 SAM

		    You mean, like, "He has the 

		    cutest butt"? Where did I hear 

		    that recently?



				 JAY

		    Everywhere.  You can't even 

		    turn on the news without 

		    hearing about how some babe 

		    thought some guy's butt was 

		    cute.  Who the first babe to 

		    say this was I don't know, 

		    but it caught on.



	INT. SEATTLE RESTAURANT - DAY



	Sam and Jay at the counter.  Out the window, we can see 

	water.



				 JAY

		    When's the latest time you were 

		    out there?



				 SAM

			   (trying to remember)

		    Seventy... eight.



				 JAY

		    Well.  Things are different.  

		    First, you have to be friends.  

		    You have to like each other.  

		    Then you neck.  This can go on 

		    for years.  Then you have 

		    tests.  Then you get to do it 

		    with a condom.

			   (beat)

		    The good news is, split the 

		    check.



				 SAM

		    I don't think it could let a 

		    woman pay for dinner.



				 JAY

		    Great.  They'll have a parade 

		    in your honor.  You'll be Man 

		    of the Year in Seattle 

		    Magazine.  Tira misu.



				 SAM

		    What's tira misu?



				 JAY

		    You'll find out.



				 SAM

		    What is it?



				 JAY

		    You'll see.



				 SAM

		    Some woman is going to want me 

		    to do it to her and I'm not 

		    going to know what it is.



				 JAY

		    You'll like it.



				 SAM

			   (grimly)

		    This is going to be tougher 

		    than I thought.



	EXT. HOUSEBOAT - EARLY EVENING



	Sam coming home.



	INT. HOUSEBOAT - EARLY EVENING



	As he enters.  It's very quiet.  Too quiet.



				 SAM

		    Jonah?



	No answers.



				 SAM

		    Jonah?



	He starts to look concerned.



				 SAM

		    Jonah?



	He goes down the hall to Jonah's room.  The door is 

	shut.  He opens it.



	Jonah is sitting on his bed listening to a tape.  

	Earphones on.  Next to him is a young girl named 

	JESSICA.



				 SAM

		    Jonah?



	Jonah takes off the earphones.



				 JONAH

		    Hi, Dad.  Dad, this is Jessica.



				 SAM

		    It's nice to meet you, Jessica.



				 JONAH

		    Dad, this is amazing.  If you 

		    play this backwards, it says 

		    "Paul is dead."



				 SAM

		    I know.



				 JONAH

		    How do you know?



	Sam shrugs, turns to go back down the hall.



				 JONAH

		    Dad, could you close the door?



				 JESSICA

		    H and G.

			   (Sam looks back)

		    Hi and goodbye.



	Sam closes the door to Jonah's room.



	Hold on Sam.



				 SAM

			   (to himself)

		    Get a life.



	INT. HOUSEBOAT - CONTINUOUS



	As Sam comes downstairs, goes into his office.  Closes 

	the door.



	INT. SAM'S OFFICE AT HOME - CONTINUOUS



	He goes to the phone.  Looks up a number in the phone 

	book.  Picks up the phone and dials a number.



				 SAM

		    Hi, Victoria?... It's Sam 

		    Baldwin, I don't know if you 

		    remember me.  Oh?  Well, great.  

		    I was wondering if you wanted 

		    to have a drink... Friday, 

		    say... Dinner?... Sure, dinner 

		    would be fine.  Sure.  Dinner.



	INT. AN UNFINISHED DINNER ON A PLATE IN ANNIE'S LIVING ROOM 

	- NIGHT



	Annie is watching "An Affair to Remember" on television, 

	tears pouring down her face.  Cary Grant is saying: "Are 

	you in love with him?" Deborah Kerr replies: "I'm not 

	now."



	She's sitting at the dining room table.  A dozen pieces 

	of paper litter the table.  Annie's been unsuccessfully 

	typing a letter on an old Underwood typewriter.



				 ANNIE

		    Now those were the days when 

		    people knew how to be in love.



	She takes a blast from the wine glass to her right.  

	Becky leans in, refilling the glass.  Annie begins to 

	type and sob and look at the TV.



				 BECKY

		    You're a basket case.



				 ANNIE

			   (as she types)

		    They knew it.  Time, distance, 

		    nothing could separate them.  

		    Because they knew.  It was 

		    right.  It was real.  It was...



				 BECKY

		    ... movie.

			   (beat)

		    That's your problem.  You don't 

		    want to be in love.  You want 

		    to be in love in a movie.

			   (beat)

		    Read it to me.



				 ANNIE

			   (reading her letter)

		    "Dear Sleepless and Son..."



				 BECKY

		    It sounds like the name of a 

		    mattress store --



				 ANNIE

		    "I am not the sort of person 

		    who listens to call-in radio 

		    shows" --



	Becky flops on the couch.



				 BECKY

		    And this woman is a writer! 

		    That's what everyone writes at 

		    the beginning of letters to 

		    strangers.



				 ANNIE

		    I know that.  You think I don't 

		    know that? "I know that's a 

		    dumb way to begin, but it's the 

		    only way I can think of to 

		    convey what happened to me the 

		    other night when I heard the 

		    two of you on the radio.  On 

		    the other hand, maybe I'm just 

		    losing my mind."



				 BECKY

		    You are.  You're losing your 

		    mind.  What about Walter?



				 ANNIE

		    I'm going to marry Walter.  I 

		    just have to get this out of my 

		    system.



				 BECKY

		    Right.



				 ANNIE

		    I should say something in this 

		    about magic.



				 BECKY

		    What?



				 ANNIE

		    I don't know.  I mean, what if 

		    I never meet him? What if this 

		    man is my destiny and I never 

		    meet him?



				 BECKY

		    Your destiny can be your doom.  

		    Look at me and Rick.



				 ANNIE

			   (typing some more)

		    "I want to meet you..."



	Cary Grant says: "How about the top of the Empire State 

	Building?"



				 BECKY

		    "On top of the Empire State 

		    Building at sunset on 

		    Valentine's Day."



				 ANNIE

		    Good.  Perfect.  I'll be in New 

		    York with Walter, I can squeeze 

		    it in.



	She types in Becky's idea.



	Then she takes the piece of paper out of the typewriter, 

	smashes it into a ball and tosses it up in the air and 

	into Becky's lap.



				 BECKY

		    You want to hear about destiny? 

		    If my husband hadn't gone on a 

		    diet, which caused me to leave 

		    him, I would never have been on 

		    that flight to Miami, and met 

		    Rick, and ended up having sex 

		    in the bathroom of a 727 with 

		    that nob you slide that says 

		    "vacant-occupied, vacant-

		    occupied, vacant-occupied" --

			   (she shudders in 

			    ecstasy, then pulls 

			    herself together)



				 ANNIE

		    You never told me you left your 

		    husband because he went on a 

		    diet.



				 BECKY

			   (nods; after a beat)

		    He lost all the weight... 

		    there.



				 ANNIE

		    That's impossible.  A guy can't 

		    --



				 BECKY

		    Can too.



				 ANNIE

		    No.



				 BECKY

		    Yes.



				 ANNIE

		    And then you left him? He lost 

		    weight there and you left him?



				 BECKY

		    Plus he fell in love with a 

		    temp.



				 ANNIE

		    Listen to this, I love this 

		    part --



	Deborah Kerr says: "It's now or never." And Cary Grant 

	says: "We'd be fools to let happiness pass us by." 

	Deborah Kerr: "Winter must be cold for those with no 

	warm memories."



	Becky and Annie with tears rolling down their faces.



				 BECKY

		    Men never get this movie.



				 ANNIE

		    I know.



				 BECKY

		    Do you think at the end of the 

		    movie when she's in the 

		    wheelchair they can still do 

		    it?



				 ANNIE

		    I always wondered about that 

		    too.



	As Becky reaches for a Kleenex.



	INT. JONAH'S BEDROOM



	A Kleenex being pulled from a box.  Sam is giving it to 

	Jonah, who's up.  His hair is mated with perspiration.



				 SAM

		    It's okay, it's okay.  I'm 

		    here.



	A beat while Jonah calms down.



				 JONAH

		    It was sinking.



				 SAM

		    What was?



				 JONAH

		    Our house.  There was water 

		    coming in all the windows.



				 SAM

			   (calm and definite)

		    You're worried we're going to 

		    be all right.  We're going to 

		    be all right.

			   (Sam gives Jonah a 

			    squeeze)

		    I remember sometimes you'd have 

		    nightmares as a baby.  Your mom 

		    would hold you and rock you and 

		    sing you a song.



				 JONAH

		    Bye bye blackbird.



				 SAM

		    Is that what she used to sing?



				 JONAH

		    I miss her.

			   (beat)

		    What do you think happens to 

		    someone after they die?



				 SAM

		    I don't know.



				 JONAH

		    Like do you believe in heaven?



				 SAM

		    I never did.  Or the whole idea 

		    of an afterlife.  But I don't 

		    know any more.  I have these 

		    dreams about... your mom... and 

		    we have long talks about... 

		    about you, and how you are, 

		    which she sort of knows but I 

		    tell her anyway.  So what is 

		    that? It's sort of an afterlife, 

		    isn't it?



				 JONAH

		    I'm starting to forget her.



				 SAM

		    I know.  But she's here, Jonah.  

		    Because I have you.  And as 

		    long as I have you, I have your 

		    Mom.



	Hold on the two of them as music begins.  Bye Bye 

	Blackbird.



				 SAM

		    I... uh... have a date with 

		    someone Friday night.



				 JONAH

		    Good.



	A beat.



				 SAM

		    Did I ever tell you about the 

		    time I ate a dog biscuit?



	As Jonah cuddles closer MUSIC COMES UP AS WE PULL BACK 

	FROM THE BED AND...



							CUT TO:



	EXT. ANNIE'S TOWNHOUSE - LATE NIGHT



	AS MUSIC CONTINUES.  Annie waves as Becky gets into her 

	car and rides away.  Annie turns to her doorway and 

	stops.  She can't go back in.  She needs to walk and 

	think.  She crosses the street into a little 

	neighborhood park.  We can see the moon.



							CUT TO:



	EXT. SAM'S HOUSEBOAT - NIGHT



	Sam comes out onto the porch.  Flops down in his deck 

	chair.  The city lights in the background.  Same moon.  

	The MUSIC CONTINUES.



							CUT TO:



	EXT. PARK - NIGHT



	Annie flops down on a child's swing set in the park.  

	MUSIC CONTINUES.



							CUT TO:



	CLOSE ON SAM



	CLOSE ON ANNIE



	AND A LONG SHOT OF ANNIE IN THE SWING



	As Walter pulls up into the parking space Becky pulled 

	out of.  Annie starts toward him.



	A LONG SHOT OF SAM ON THE BACK OF THE BOAT



	Make my bed and light the lights I'll arrive late 

	tonight, blackbird, bye bye.



	FADE IN:



	INT. BALTIMORE SUN - DAY



	Annie on the phone at her desk.



				 ANNIE

		    Laurie, it's Annie.  Fine, I'm 

		    fine.  Listen, I'm doing an 

		    article on call-in radio shows.  

		    Do you know anyone who works 

		    for someone named Dr. Marcia 

		    Fieldstone...?



							CUT TO:



	Annie on the phone.



				 ANNIE

		    I'm a writer for the Baltimore 

		    Sun and I'm a friend of Laurie 

		    Johnson's.  I'm doing a piece 

		    on how people handle 

		    bereavement and I understand 

		    that you had a caller the other 

		    night... I know you're not 

		    supposed to, but Laurie said 

		    you might, and I'll plug the 

		    show and everything --

			   (she winces in 

			    anticipation of a 

			    rejection, but then 

			    her face relaxes)



							CUT TO:



	Annie dialing Sam's telephone number.



				 JONAH (ON MACHINE)

		    This is Jonah Baldwin, we're 

		    not in right now but you can 

		    leave --



	Annie hangs up.



				 ANNIE

		    Baldwin.



							CUT TO:



	Annie at her computer modem.  She's dialing a number.  

	We hear some beeps.



				 COMPUTER SCREEN

		    Directory.  Enter password.

			   (Annie types)

		    Ann Reed.  BSun124.

			   (computer)

		    Find.

			   (Annie types)

		    Samuel Baldwin.

			   (computer types)

		    216 Samuel Baldwin.  Strike Y 

		    to printout or enter factors.

			   (Annie types)

		    Samuel Baldwin, Seattle.

			   (there's a pause)

		    Not found.

			   (Annie thinks for a 

			    moment, then types)

		    Samuel Baldwin, Jonah Baldwin.

			   (a pause)

		    Samuel Baldwin, Jonah Baldwin 

		    found.  Strike Y to printout or 

		    enter factors.

			   (Annie types Y)



	And now on the computer screen, we see a funeral notice 

	from the Chicago Tribune that reads: Baldwin, Margaret 

	Abbott, beloved wife of Samuel, mother of Jonah, June 

	10, Funeral 10 a.m.  Thursday, Church of the Heavenly 

	Rest, 110 N.  State, in lieu of flowers contributions 

	should be sent to Chicago Horticultural Society.  And 

	then there's a citation: Chicago Tribune, June 12, 1989.



	Annie types another entry.



				 ANNIE

			   (typing)

		    Samuel.  Baldwin, Chicago.

			   (after a beat)

		    Four Samuel Baldwins.  Strike Y 

		    to printout.

			   (Annie strikes Y)

		    Samuel Baldwin, arrested for 

		    grand larceny, 1961.  Samuel 

		    Baldwin, alderman, convicted of 

		    accepting bribes, 1967.  Samuel 

		    J. Baldwin, architect, built 

		    City Plaza.

			   (Annie presses Y)



							CUT TO:



	A PRINTOUT OF AN ARTICLE



	that Annie's reading.  There's a newspaper picture of 

	Sam at the dedication of a building site.  It's got that 

	kind of grainy quality that things have when they've 

	been transmitted, but you can make out Sam's basic good 

	looks.



	EXT. BO'S SECURITIES/WORLDWIDE - DAY



	Annie coming from the street toward a storefront in 

	downtown Baltimore across the street from the courthouse.  

	Next door there's a bailbondsman, there are ambulance-

	chasing lawyers hanging out on the corner.



	The sign on the door reads: "No job too small." "All 

	major credit cards accepted." And then everything on 

	the sign is translated into Spanish.



	INT. BO'S SECURITIES - DAY



	Detective Bo Wheedle, a former cop, sits at his desk 

	listening to Annie.  He has some papers.



				 ANNIE

		    I need to know about him 

		    because... he's involved with 

		    my sister...



			    	 DET. WHEEDLE

		    Okay.



				 ANNIE

		    She has a pattern of getting 

		    involved with losers... Once 

		    she almost ran away with a 

		    human cannonball from the 

		    circus.



				 DET. WHEEDLE

		    Do you want a matrimonial, past 

		    wives, any kids--



				 ANNIE

		    No, I know that part --



				 DET. WHEEDLE

		    So you want a financial, is he 

		    a deadbeat, we can do a D&B --



				 ANNIE

		    No, no, no, it's more like, who 

		    is he, does he have a sense of 

		    humor, is he nice -- no forget 

		    nice, I've got nice --



				 DET. WHEEDLE

		    A sense of humor.



				 ANNIE

		    I'll tell you the truth, I 

		    heard this guy on a call-in 

		    radio show and I might not 

		    marry the person I should marry 

		    because I've become obsessed 

		    with him.



				 DET. WHEEDLE

		    Oh.  Like Glenn Close in that 

		    movie.



				 ANNIE

		    No.  Not remotely.  I just want 

		    to find out about him.



				 DET. WHEEDLE

		    You want a tail.

			   (picking up the phone)

		    I got a guy in Seattle --



	INT. SAM'S HOUSEBOAT - NIGHT



	Jonah is watching Geraldo with his babysitter, CLARISE, 

	17.

	Geraldo is talking to a heavily made-up, sexily-dressed 

	WOMAN.



				 GERALDO

		    So how long have you been a 

		    woman?



				 WOMAN

			   (husky voice)

		    About two weeks.



	Sam is coming down the stairs.



				 CLARISE

			   (to Jonah)

		    Pssst!



	Jonah hits the remote control and the channel changes to 

	the Disney channel as Sam comes into the room, dressed 

	for his date.



				 SAM

		    Clarise, I'll be back by 

		    midnight I'm sure --



				 CLARISE

		    Whenever.



	Sam tosses Jonah a letter.



				 SAM

		    This one's for both of us.



				 JONAH

			   (reading from the 

			    envelope)

		    Sleepless and Son.

			   (reading the postmark)

		    Baltimore.



	He starts to open the letter.



				 SAM

		    I left the number of the 

		    restaurant I'll be at if 

		    there's any emergency.



				 CLARISE

		    Fine.



				 SAM

			   (to Jonah)

		    How do I look?



				 JONAH

			   (absently)

		    Great.



				 SAM

			   (looks in mirror)

		    I look stupid.  I look stupid, 

		    don't I? I look like I'm 

		    trying too hard.  I was going 

		    to get a haircut but then I 

		    thought I'd look like I just 

		    got a haircut.

			   (checks his teeth, 

			    peers up his nose)



				 JONAH

			   (reading the letters)

		    This is a good letter, Dad.



				 SAM

			   (checks his fly, looks 

			    down at his feet)

		    The heels on these shoes are 

		    very large.  Why have I never 

		    noticed this? The heels on 

		    these shoes are grotesque.



				 JONAH

		    Her name is Annie.  Annie Reed.



				 SAM

		    Now I'm late.  Bye.



	He starts toward the door.



				 JONAH

		    Listen to this --



				 SAM

		    Not now, Jonah --



				 JONAH

		    Just this one part, okay?

			   (reading)

		    "I have been an excellent 

		    third-baseman for as long as I 

		    or anyone else can remember, 

		    and I guarantee you will not 

		    get one past me"



				 SAM

		    Jonah, I'm leaving --



				 JONAH

		    WAIT!!!

			   (Sam stops, amazed at 

			    Jonah's vehemence; 

			    Jonah continues 

			    reading)

		    -- "and while we're on the 

		    subject, let's just say right 

		    now that Brooks Robinson was 

		    the best third baseman ever.  

		    It's important that you agree 

		    with me on that because I'm 

		    from Baltimore."  Dad, she 

		    thinks Brooks Robinson is the 

		    greatest.



	Sam goes out the door with Jonah behind him, waving the 

	letter.


	EXT. HOUSEBOAT - NIGHT



				 JONAH

		    Dad!



				 SAM

		    Everyone thinks Brooks Robinson 

		    is the greatest.



				 JONAH

		    It's a sign.



				 SAM

		    Oh, right.



	Sam stops, takes Jonah by the hand and takes him back 

	into the house.



				 SAM

		    Come here.  I want to show you 

		    something.



	INT. HOUSE - NIGHT



	As Sam pulls down the map of the United States, which is 

	hanging over one of the kitchen windows and stands Jonah 

	in front of it.



				 SAM

		    Here is Seattle.

			   (moves his finger 

			    across the country)

		    And here is Baltimore.  Case 

		    closed.

			   (he pulls the map and 

			    it snaps back up)



				 JONAH

		    She doesn't want us to go to 

		    Baltimore.  She wants to meet 

		    us in New York City on 

		    Valentine's Day.  On top of the 

		    Empire State Building.



				 SAM

		    Perfect.  We'll be there.



	Sam goes out the door.  Jonah just looks down at his 

	letter, his hopes on hold.  Clarise switches the TV back 

	to Geraldo.



	INT. RESTAURANT - NIGHT



	Sam sits at a table.  Nursing a beer.  A little nervous.  

	He looks up and spots:



	VICTORIA



	walking into the place.  She's attractive.  She waves 

	and smiles and sits down, orders a white wine spritzer 

	from the maitre d'.



	After a beat.



				 SAM

		    Hi.



				 VICTORIA

		    Hi.



	An awkward pause.



				 SAM

		    You look good.



				 VICTORIA

		    You look good yourself.



	Another pause.



				 VICTORIA

		    I thought you were never going 

		    to call me.



				 SAM

		    You did?



				 VICTORIA

		    I really wanted you to call me, 

		    and I thought you were never 

		    going to --



				 SAM

		    You could have called me --



				 VICTORIA

		    No way.  No way I was going to 

		    be the first woman you went out 

		    with after...

			   (she gestures 

			    helplessly)

		    There is no percentage 

		    whatsoever in being the first 

		    woman anyone goes out with 

		    after...



				 SAM

		    You are the first woman I'm 

		    going out with.



				 VICTORIA

		    Oh.



				 SAM

		    So whatdya say? I'll get the 

		    check, and I'll call you in 

		    eight months.



	Victoria laughs far too enthusiastically.



				 VICTORIA

		    Oh, you are funny --



	We hear a CLICK as the image FREEZES.



							CUT TO:



	SEATTLE DETECTIVE



	sitting at a table across the room, having just taken 

	the picture of Sam we saw frozen, with a miniature 

	camera.  In QUICK CUTS we see a progression of later 

	photographs:



	SAM AND VICTORIA SIMPLY TALKING.



	SAM HOLDING HIS FORK ACROSS THE TABLE TO GIVE VICTORIA 

	A BITE OF HIS SALMON.



	SAM AND VICTORIA SHARING A LAUGH.



							CUT TO:



	INT. BALTIMORE MARKET - DAY



	Lots and lots of fish stalls with crabs, etc.  Annie is 

	walking with Det. Wheedle toward a table you stand at 

	near the clam bar.



				 ANNIE

		    Tell me he's living in squalor.  

		    Tell me everything he has is 

		    being repossessed, including 

		    his filthy, dented mobile home.



				 WHEEDLE

		    He's got a houseboat.



				 ANNIE

		    I hate boats.



				 WHEEDLE

		    It sounds nice.



				 ANNIE

		    Boats.  You go out in them.  

		    You come back in them.  I hate 

		    them.



				 WHEEDLE

		    Houseboats don't go anywhere.



				 ANNIE

		    Boats.  All anyone talks about 

		    is the wind.  Is it up, is it 

		    down.  I can't live with a man 

		    who only talks about the wind.



				 WHEEDLE

		    It's not a boat boat.  It's 

		    really a house.



				 ANNIE

		    But it's on the water.



				 WHEEDLE

		    It's on the lake right in the 

		    middle of Seattle.

			      (beat)

		    It rains nine months of the 

		    year in Seattle.



				 ANNIE

		    I hope I don't have to pay for 

		    that piece of information.



				 WHEEDLE

		    No, that's free.  He's an 

		    architect.  Used to do big 

		    high-profile projects.  He 

		    scaled it all back when his 

		    wife died.  Now he remodels 

		    people's homes.  He works in 

		    a small firm, makes a good 

		    living.



	He shows her a good picture of him.



				 ANNIE

		    He's real.



	She goes to the next shot.  Sees a picture of Sam and 

	Victoria in the restaurant, although all we see of 

	Victoria is her back and mane of blond hair.



	Hold on Annie's face.



	INT. SEATTLE MARKETPLACE



	With its stalls of king crab, but otherwise almost 

	identical in design to the Baltimore marketplace.



	Sam and Jonah walk past the fish stand, Sam looking 

	around, slightly distracted.



				 JONAH

		    I figure we could go to New 

		    York, catch the Knicks, and 

		    since we'd be there anyway, 

		    obviously we'd go to the Empire 

		    State Building --



				 SAM

		    There she is.



	As Victoria comes toward them, with a bag full of 

	groceries.



				 JONAH

		    Why is she bringing that bag?



				 SAM

		    She's going to cook something 

		    for us?



				 VICTORIA

		    Hi, Sam.  And let me guess -- 

		    you must be Jonah.



				 JONAH

		    Hi.

			   (back to the subject)

		    He should book now because we 

		    can get an excursion fare.  

		    Jessica's parents are travel 

		    agents and --



				 SAM

		    Not now, Jonah.



	INT. HOUSEBOAT - LATER



	Sam, Jonah and Victoria are at the dining room table, 

	finishing the dinner that Victoria cooked.



				 SAM

		    We can't finish the job.  She's 

		    on her sixth painter, now she's 

		    thinking maybe she wants the 

		    fireplace rebricked --



				 VICTORIA

		    I know her pretty well.  Maybe 

		    I could call her --



				 SAM

		    I've already solved it.  I've 

		    hired a hit man.



	Victoria laughs a little too hard.



				 VICTORIA

		    Oh that is so funny, you are so 

		    funny.



	Sam smiles.  Jonah is appalled.



				 SAM

		    Every time she wants to change 

		    something, she talks in this 

		    little baby voice --

			   (in a little baby 

			    voice)

		    "Couldn't you just move the 

		    stairway a teeny tiny bit?"--



	Victoria almost dies laughing.  Jonah's eyes narrow to 

	slits.



				 JONAH

		    Do you like baseball?



				 VICTORIA

		    Yes, I do.  In fact, my firm has 

		    box seats for the Mariners.  

		    Why don't we all go next week?



				 JONAH

		    What about camping?



				 VICTORIA

		    What about it?



				 JONAH

		    Do you like it?



				 VICTORIA

		    I went camping once.

			   (to Sam)

		    I love to brush my teeth in a 

		    brook and floss with a weed.



				 JONAH

		    We ought to start camping 

		    again, Dad.



				 SAM

		    Okay, tiger.  Time for bed.



				 JONAH

		    It's only ten o'clock.



				 SAM

			   (a little edgy)

		    Jonah!



				 JONAH

		    Okay.



				 SAM

		    Thank Victoria for dinner.



				 JONAH

		    Thanks for dinner.  I never saw 

		    anybody cook potatoes that way.



				 SAM

			   (gracious)

		    I'm glad you liked it.  Good 

		    night, Jonah.



	They watch as Jonah pads down the hallway.



	EXT. SAM'S HOUSEBOAT - REAR DECK - ON SAM & VICTORIA



	They're standing at the rail, talking.



	INT. HOUSEBOAT - NIGHT



	Jonah has snuck downstairs and is peeking out the window 

	at them.



	Victoria runs her finger down Sam's arm.



	Jonah is horrified.



	He dashes over to the phone and begins to dial.



	INT. ANNIE'S BEDROOM - NIGHT



	A sleeping Annie and Walter are startled awake by the 

	ringing of her phone.



				 ANNIE

			   (groggy)

		    Hello.



				 BECKY

			   (through filter)

		    Turn on your radio!



				 ANNIE

		    What?



				 BECKY

			   (through filter)

		    The kid is on.  You've got me 

		    listening to this garbage.  

		    Go on, turn it on.



				 WALTER

		    Who is it?



				 ANNIE

		    Oh, it's just Becky, she's 

		    having trouble with Rich again.

			   (into phone)

		    Hold on, Becky, I'm going 

		    downstairs.



	She puts the phone on hold and gets out of bed.



	INT. KITCHEN - NIGHT



	As Annie comes in and turns on the radio and picks up 

	the phone.



				 JONAH (V.O.)

		    This is a complete disaster.  I 

		    wanted him to find a wife, but 

		    he's got the wrong one --



				 ANNIE

		    How am I going to explain this 

		    to Walter?



				 BECKY (V.O.)

		    Shhh, listen to this --



	Annie takes the portable radio and the telephone 

	receiver, opens the broom closet and closes herself 

	inside.



				 DR. MARCIA FIELDSTONE (V.O.)

		    Shouldn't your father be the 

		    judge of whether she's right 

		    or wrong?



	ON JONAH



	sneaking glances out at Sam and Victoria as he talks.  

	Victoria puts her arms around Sam's waist and clasps 

	them behind him.



				 JONAH

		    Please, please don't make me 

		    sick.  He's not sane enough to 

		    judge anything.  She's a ho.



	ON THE OUTSIDE OF THE BROOM CLOSET, WITH THE TELEPHONE 

	CORD LEADING INTO IT.



				 JONAH (V.O.)

			   (muffled slightly)

		    My dad's been captured by a ho.



	Suddenly Sam happens to look over to the window.  Jonah 

	ducks down behind the desk before Sam sees him.



	EXT. HOUSEBOAT - NIGHT



	Victoria notices Sam glancing back at the house, aware 

	that he's concerned about Jonah seeing them.



				 VICTORIA

		    Is he there?



				 SAM

			   (turning back)

		    No.

			   (beat)

		    After he was born, every time 

		    we started to make love, he 

		    would cry.  He had an uncanny 

		    sense of timing.  We really 

		    shouldn't do anything here 

		    anyway.



				 VICTORIA

		    Absolutely.  Right.



	And she moves in to kiss him.



	ON JONAH



	Jonah peeks up over the top of the desk to check if the 

	coast is clear and is sickened to see them locked in a 

	kiss.



				 JONAH

		    Oh God, it's major.  He's 

		    kissing her on the lips.  I 

		    have to stop this.



	ON BROOM CLOSET



				 ANNIE

			   (muffled)

		    Come on, Jonah --



				 BECKY (V.O.)

		    Do something --



	ON JONAH



				 DR. MARCIA FIELDSTONE (V.O.)

		    Jonah, you can't butt in here.



				 JONAH

		    Yes, I can.



	He hangs up the phone and SCREAMS.



							CUT TO:



	ANNIE AS THE BROOM CLOSET DOOR OPENS.



	SHE SCREAMS.



	It's Walter.



				 WALTER

		    Miss Scarlett.  In the broom 

		    closet.  With the radio.



				 ANNIE

			   (to Becky)

		    I gotta go.  I'll see you at 

		    work.

			   (she hangs up, turns 

			    off radio)

		    Walter, you scared me.  Don't 

		    ever do that again.



	INT. HOUSEBOAT - NIGHT



	As Sam holds Jonah by the shoulders.



				 SAM

		    Don't ever do that again.



				 JONAH

		    I thought I saw a black widow 

		    spider.



	Sam looks at Victoria, shrugs.  Back to Jonah.



				 SAM

		    What are you doing up?



				 JONAH

		    I was thirsty.



				 SAM

		    There's a bathroom upstairs.



				 JONAH

		    The water tastes better in the 

		    kitchen.



				 SAM

		    That's true.  Why is that?



	INT. ANNIE'S TOWNHOUSE APARTMENT - NIGHT



	As she and Walter go upstairs to bed.



				 ANNIE

		    Becky heard this woman on the 

		    radio complaining about this 

		    guy she was sure was Rick, 

		    which meant he was cheating on 

		    her.  She was completely 

		    hysterical.  Then it turned out 

		    the woman lived in Duluth.



				 WALTER

		    That doesn't make any sense.



				 ANNIE

		    I know.  It makes no sense at 

		    all.  Thank God my life is in 

		    place.



	INT. ANNIE'S BEDROOM - NIGHT



	Walter asleep.  Annie stares up at the ceiling, wide 

	awake.  Thinking.



	INT. JONAH'S BEDROOM - NIGHT



	Jonah lying on his pillow, staring up at the ceiling, 

	wide awake.  Thinking.



	INT. JESSICA'S PARENTS' TRAVEL AGENCY - DAY



	Jessica is reading the letter from Annie.  She's sitting 

	at a computer in their travel agency, which is on the 

	entrance level to a charming Seattle townhouse.  Jonah 

	sitting there.



				 JESSICA

		    Write her.



				 JONAH

		    You think so?



				 JESSICA

		    It's Y. O. H.



				 JONAH

			   (agreeing)

		    Yeah.

			   (a beat)

		    What's that?



				 JESSICA

		    Your only hope.



	INT. NEWSROOM - DAY



	Annie, at her computer, talking to Becky.



				 ANNIE

		    I thought I would look into 

		    doing a story about those radio 

		    shows.



				 BECKY

			   (nods; after a beat)

		    You'd probably have to go 

		    somewhere to really look into 

		    it.



				 ANNIE

		    Definitely.



	EXT. STREET OUTSIDE JESSICA'S HOUSE - A LITTLE LATER



	Jonah and Jessica at the mailbox.  As Jonah opens the 

	mailbox and drops the letter in, we hear a SQUEAL OF 

	BRAKES.  It's Sam's car.



				 SAM

			   (angry)

		    Get in the car right this 

		    minute.



	Jonah, about to get in, looks at Jessica.



				 JESSICA

		    I'll call you later.



	Jonah gets in.



	INT. SAM'S CAR - CONTINUOUS



				 SAM

		    Did you call that radio station 

		    again?



				 JONAH

		    No.



				 SAM

		    Everyone at work heard you.



				 JONAH

		    I just called for a second.



				 SAM

		    Long enough to call Victoria a 

		    ho.



				 JONAH

		    It's a short word.



				 SAM

		    This is not a joke.  Thank God 

		    Victoria doesn't know.  It 

		    would really have hurt her 

		    feelings.



				 JONAH

			   (really getting into 

			    it)

		    If she knew, she'd never 

		    forgive me.  It would be 

		    hopeless for the two of you.



	EXT. SEATTLE STREET - CONTINUOUS



	As the car drives off.



				 SAM (V.O.)

		    Don't open your mouth again.  

		    Ever.



	EXT. A CAR DOOR SLAMMING - NIGHT



	And pull back to reveal:



	EXT. BALTIMORE RESIDENTIAL STREET - NIGHT



	As Annie and Walter get out of the car, dressed for a 

	dinner.



				 WALTER

		    Couldn't you just do a phone 

		    interview?



				 ANNIE

		    Not for the kind of place I 

		    want to do.  I won't be in 

		    Chicago that long.



				 WALTER

		    When you get back, I'll be 

		    gone --



				 ANNIE

		    And then I'll see you in New 

		    York --



				 WALTER

		    Okay, okay.



	EXT. BALTIMORE INTERNATIONAL AIRPORT - DAY



	A 747 accelerates down the runway and blasts into the 

	winter sky.



	INT. AIRPLANE - IN FLIGHT - DAY



	Annie is looking out the window, preoccupied.



				 PILOT'S VOICE

		    This is Captain Foster 

		    welcoming you aboard Flight 132 

		    to Seattle.  Our flying time 

		    today...



				 ANNIE

		    Do you believe that any lie is 

		    a betrayal? That's what Harold 

		    Pinter says, but it seems to me 

		    it's a very harsh way of 

		    drawing the line.



	Annie turns back to the window, leaving the seatmate, 

	who in any case doesn't speak English, completely 

	mystified.



	INT. SEATTLE/TACOMA AIRPORT - DAY



	Jonah is standing out of the way at a departure gate, 

	watching Sam as Victoria checks in for a flight bound 

	for Minneapolis.



				 VICTORIA

			   (turning to Jonah)

		    Can I bring something back for 

		    you? A souvenir?

			   (to Sam)

		    Does he like those little snow 

		    scenes?

			   (to Jonah)

		    You know -- you shake them up 

		    and the snow floats down?



	Sam looks at Jonah, threateningly.  Be nice or else.



				 JONAH

			   (extremely polite)

		    Sure.  I'd really like that.  

		    Thank you so much.



				 VICTORIA

		    Well...



				 JONAH

		    I think they're announcing your 

		    flight.



	Sure enough, passengers are starting to board.



				 SAM

		    He's ten.



				 VICTORIA

			      (he's good at it)

		    He's good at it.



				 SAM

		    I read an article about this

		    ...



				 VICTORIA

		    I read the same article...



				 SAM

		    It takes time --



				 VICTORIA

		    Absolutely.  When I come back, 

		    maybe the two of us should 

		    spend some time together, on 

		    our own.  What do you think?



				 SAM

		    Sure.  Sure.



	Victoria waves goodbye and starts toward the jetway.  

	As Sam watches her go, Jonah looks at him, sticks his 

	finger in his mouth and pretends to gag.



				 SAM

			   (impatiently)

		    Jonah, this isn't fair.  You 

		    don't know Victoria.  I hardly 

		    know her myself.  She is, in 

		    fact, a mystery to me.  She 

		    tosses her hair a lot.  Why 

		    does she do this? I have no 

		    idea.  Is it a twitch? Does 

		    she need a haircut? Should she 

		    use barrette so it doesn't 

		    keep falling in her face? 

		    These are things that I'm 

		    willing to get to the bottom 

		    of, and that is why I am dating 

		    her.  That is all I am doing.  

		    I am not marrying her.  Can you 

		    appreciate the difference? 

		    That's what single people do, 

		    they try people on and they see 

		    if they fit.  But nobody fits 

		    perfectly, everyone is an 

		    adjustment.



				 JONAH

		    Was Mom an adjustment?



				 SAM

			   (complete exasperation)

		    I'm never going to meet anyone 

		    who's going to measure up to 

		    your mom in your eyes? What do 

		    you think? There's a perfect 

		    woman walking around out there?



	At that moment, Annie emerges from the jetway right next 

	to the one Victoria went into and comes toward us.



				 SAM

		    There's no such thing as a 

		    perf --



	Sam sees Annie immediately, and is instantly struck by 

	her looks, her fluidity, her poise.



	Annie walks right toward Sam, right past him, inches 

	from him, not noticing him as she looks for the exit.  

	Sam continues to stare at her.



				 SAM

			   (to himself, referring 

			    to Annie)

		    God, she's beautiful.



				 JONAH

			   (unaware he's talking 

			    about Annie)

		    Victoria? She's okay.



	Sam and Jonah start toward the exit, Sam trying not to 

	lose sight of Annie.



				 JONAH

		    Dad, I was talking to Jessica 

		    about reincarnation, and she 

		    thinks that probably you knew 

		    Annie in another life.



				 SAM

			   (completely distracted)

		    Who is Annie?



				 JONAH

		    The one who wrote us.



	Sam is preoccupied with Annie.  She takes a turn that he 

	doesn't expect.  He's having trouble keeping up, because 

	he has to wait for Jonah.



				 JONAH

			   (continuing)

		    But Jessica says you and Annie 

		    never got together in that 

		    life, and your hearts are like 

		    puzzles with parts out of them 

		    and when you get together the 

		    puzzle's complete.



	He's lost Annie in the crowd.  She's nowhere in sight.



				 SAM

		    God dammit.



	A beat, then Sam heads off to the exit.  Jonah follows.  

	As they walk into the distance --



				 JONAH

		    The reason I know this and you 

		    don't is that I'm younger and 

		    purer so I'm more in touch with 

		    cosmic forces.



				 SAM

		    I sincerely hope you are not 

		    going to marry Jessica.



	EXT. AIRPORT CAR RENTAL AGENCY - DAY



	As the shuttle bus drops Annie off at a rental car.  As 

	she gets in and starts the car.



	EXT/INT. SEATTLE/RENTAL CAR - DAY



	Annie driving through the streets of Seattle, referring 

	continually to a map she has spread out on the passenger 

	seat, trying to navigate her way to the Baldwin houseboat.



	EXT. STREET FRONTING THE BALDWIN HOUSEBOAT SLIP -- DAY



	Annie drives slowly down the street, looking for the 

	Baldwins' marina.  She stops, blocking the driveway to 

	the marina.



	ON ANNIE IN HER RENTAL CAR



	checking the map.



	Suddenly she hears a HORN HONKING behind her.  She looks 

	into the rear-view mirror and sees Sam and Jonah in 

	their van, anxious for her to move so they can pull into 

	their driveway.



	Recognizing Sam from Wheedle's picture, Annie panics and 

	speeds away, tires squealing.



	EXT. SEATTLE GAS STATION - DAY



	Annie's car is parked just outside the rest room.



	INT. GAS STATION RESTROOM - DAY



	Annie's in the Ladies' Room, splashing some water on her 

	face.  She towels it off and looks into the mirror.



				 ANNIE

			   (practicing)

		    Hello, Mr.  Baldwin? No.  

		    Hello, Sam?

			   (sweet)

		    I'm Annie Reed.

			   (dignified)

		    I'm Annie Reed.

			   (sultry)

		    I'm Annie Reed.

			   (matter-of-fact)

		    I'm Annie Reed.



	She settles on the matter-of-fact reading.



				 ANNIE

		    I heard about you calling Dr. 

		    Fieldstone, and well, I just 

		    happened to be out here on...



	JUMP CUT:



				 ANNIE

			   (businesslike)

		    business...



	JUMP CUT:



				 ANNIE

			   (carefree)

		    vacation...



	JUMP CUT:



				 ANNIE

			   (losing confidence, 

			    ready to pack it in)

		    for no good reason at all...

			   (rallying, businesslike 

			    again)

		    business... and I thought I'd 

		    drop and...

			   (breezy)

		    say hello...



	JUMP CUT:



				 ANNIE

			   (earnest)

		    invite you to lunch...



	JUMP CUT:

    

				 ANNIE

			   (sexy)

		    take a shower with you...



	JUMP CUT:



				 ANNIE

			   (embarrassed with all 

			    this)

		    shoot myself.



	EXT. STREET NEAR MARINA - LATER



	ON ANNIE



	watching.  She's at a safe distance, across the street 

	and down some from the marina entrance.  She watches it 

	for a moment, then gains courage.  She starts to cross 

	the street to enter the dock.



	EXT. DOCK - CONTINUOUS



	Annie walks toward Sam's houseboat.  Nervously.  Goes up 

	to the door.  Adjusts herself quickly and knocks.  No 

	response.  Let down, she's just about to walk away when 

	she hears a motor REV UP.



	Annie peeks around the side of Sam's houseboat and spots 

	Sam and Jonah heading out in their dingy.



	EXT. STREET NEAR MARINA - CONTINUOUS



	Annie races back to her car, jumps in and follows the 

	boat along the seashore drive.



	EXT. SEATTLE HIGHWAY - CONTINUOUS



	As we see Annie driving along the water as Sam and Jonah 

	chug along in the water.



	EXT. ALKI BEACH - ON SAM AND JONAH



	They're down at the water's edge, skipping broken 

	clamshells, like stones, across the surface of the water.  

	They're laughing, pointing, counting out the number of 

	skips, arguing over the merits of each throw.



	ON ANNIE



	checking them out from a phone booth next to the Snak Shak.



							DISSOLVE TO:



	ANNIE'S POV - ON SAM AND JONAH - LATER



	They're throwing a football.  Jonah catches it and 

	starts to pretend to score a touchdown, dodging and 

	feinting.  Sam tackles him and they tumble together on 

	the beach.



	CLOSE ON ANNIE



	watching.  The purity and innocence of this little scene 

	-- a father and son at play -- is affecting her more 

	than she ever could have imagined.  Their LAUGHTER 

	filters up to her.  Right to her heart.



				 ANNIE (V.O.)

		    I watched him play with his son 

		    at the beach.



	INT. ANNIE'S MOTEL ROOM - NIGHT



	Annie's on the phone with Becky.  We cut back and forth 

	between them.



				 BECKY (V.O.)

		    Did you talk to him?



				 ANNIE

		    I couldn't do it.  How did I 

		    get here?



	INT. BECKY'S BEDROOM - NIGHT



	Becky on the phone in bed.  And cut back and forth.



				 BECKY

		    You told a lie and got on a 

		    plane.



				 ANNIE

		    That's not what I mean.

			   (beat)

		    I'm going back over there 

		    tomorrow and talk to him.  I 

		    am.



				 BECKY

		    Okay.  Good.  Goodbye.



				 ANNIE

		    Becky?



				 BECKY

		    What?



				 ANNIE

		    Is this crazy?



				 BECKY

		    No.  That's the weirdest part 

		    about it.



				 ANNIE

		    Thank you.  I love you.



				 BECKY

		    I love you, too.



				 ANNIE

		    Good night.



	Annie hangs up the phone.  She turns off the light.  

	Moonlight coming through the window.  Hold on her.



	EXT. STREET NEAR MARINA - DAY



	Annie parks across from the marina, starts to get out.



	Sam's van pulls into a parking space.  Jonah in the 

	front with Sam.  They're diagonally across a four-lane 

	street.



	ON SAM AND JONAH



	As they start to get groceries out of the car.



	Annie watching.  This is it.  No chickening out this time.



	She's come three thousand miles, told lies, the whole 

	thing.  It's now or never.



	Sam and Jonah start toward the gate to the dock.



	Annie starts to cross the street, gathering courage and 

	rightness with every step.



	But she STOPS DEAD WHEN SHE SEES:



	SUZY



	who we remember from eighteen months ago, appearing at 

	the gate to the marina -- waving, smiling a mile wide -- 

	beckoning Sam and Jonah home like a military wife whose 

	boys have just come back from the front.  Sam and Jonah 

	are overjoyed to see her.  Jonah breaks into a run, 

	nearly leaping into Suzy's waiting arms -- as Sam brings 

	up the rear, picking up Jonah's sodas which he dropped 

	when he started running.



	ON ANNIE



	She comes to a standstill, in the middle of the street.  

	In shock.  The scene in front of her is too horrible to 

	bear.



	ANNIE'S POV - GATE TO MARINA



	Sam catches up.  Suzy -- no less beautiful and vivacious 

	than she was before -- tousles Jonah's hair, kisses Sam 

	and hugs them both.



	ON SAM, JONAH AND SUZY.



				 SAM

		    God, it's wonderful to see you.  

		    Where's Greg?



				 SUZY

		    He's over at the boat show.  

		    He'll be by later.

			   (she looks around)

		    It's so beautiful here.



	ANNIE



	There is such apparent warmth, and joy, and love about 

	this homecoming that she forget where she is -- in the 

	middle of the street.  A car HORN blares at her... all 

	she can do is stare at the nightmare that has unfolded.  

	She starts to back away -- and that's when she sees --



	A TAXICAB



	coming right at her, horn BLARING, tires SQUEALING.  

	Annie starts to jump to the other lane but there's a van 

	bearing down from the opposite direction.  She steps 

	back to the middle line.



	The cab goes into a skid.  Annie freezes.



	Sam heard the noise and turns to see what's going on.  

	The cab comes SCREECHING right at the CAMERA.



	Annie screams.



	The cab stops inches from her body.  The van in the 

	other oncoming lane fishtails to a stop as well.



	ON SAM



	responding.  He runs from the gate toward the near-

	accident.



	ON THE CAB DRIVER



	getting out of the cab, as other people gawk from the 

	sidewalk.



				 DRIVER

		    Lady, what the hell are you 

		    doing?



	Annie, still in shock from her brush with disaster, 

	hears the Cabbie but doesn't respond.  Stunned, she 

	turns to see Sam on the other side of the street.  Their 

	eyes meet.  Sam stops, realizing it's the woman he saw 

	in the airport.



				 SAM

		    Hello.



				 ANNIE

		    Hello.



	Annie, totally mortified and humiliated by everything 

	that's happened, bolts for her car.



	Sam wants to run after her -- but there's traffic is 

	coming past and he can't cross the street.  Annie gets 

	into her car, starts and pulls away.  Sam stands there, 

	deflated.



	EXT. AIRPLANE - IN FLIGHT ACROSS THE U.S. - DAY



				 ANNIE (V.O.)

		    How could I have been such an 

		    idiot?



	EXT. BALTIMORE STREET - DUSK



	Becky's car driving toward Annie's house.



				 BECKY

		    You were standing in the middle 

		    of the street?



	INT. BECKY'S CAR - DUSK



				 ANNIE

		    You know that dream where 

		    you're walking down the street 

		    naked and everyone is looking 

		    at you?



				 BECKY

		    I love that dream.



				 ANNIE

		    That was nothing compared to 

		    this humiliation, nothing.



				 BECKY

		    But he saw you, right?



				 ANNIE

		    He said hello.



	EXT. TOWNHOUSE - ON ANNIE & BECKY - DUSK



	As Annie leads the way to her door, from Becky's car.



				 BECKY

		    And what did you say?



	Annie takes the mail from the mailbox on her way to the 

	door.



				 ANNIE

		    All I could think of to say was 

		    hello.



							CUT TO:



	"AN AFFAIR TO REMEMBER" ON THE TELEVISION SET.  DEBORAH 

	KERR IS SAYING: "ALL I COULD THINK OF TO SAY WAS HELLO."



	And pull back to reveal:



	INT. ANNIE'S TOWNHOUSE LIVING ROOM - NIGHT



	Becky and Annie looking at the television.



				 BECKY

		    It's a sign --



				 ANNIE

		    It's a sign I've watched this 

		    movie too many times.

			   (beat)

		    I'm so stupid.  From the minute 

		    I listen to that stupid program 

		    on the radio, I've been a 

		    complete jerk.



	She starts absently going through the mail, throwing 

	almost all of it away without even opening it.



				 BECKY

		    You don't know who she was, 

		    Annie --



				 ANNIE

		    I saw her.  She looked just 

		    like this --



	She shows Becky the photo of Victoria and Sam having 

	dinner.



				 BECKY

		    This is a photo of hair.



				 ANNIE

		    Well, it's the same woman.  And 

		    he was crazy about her.

			   (looking at one letter)

		    What is this?

			   (beat)

		    This is from Seattle.



	She opens the letter.



	Reads it.



	Looks up at Becky.



				 ANNIE

		    Becky?



				 BECKY

		    So I mailed your letter.



				 ANNIE

			   (reading the letter)

		    "Dear Annie: Thanks for your 

		    letter.  It was great.  We're 

		    very excited about meeting you 

		    in New York on Valentine's Day 

		    and seeing if we are M.F.E.O. 

		    Sleepless in Seattle."



				 BECKY

		    M.F.E.O.?



				 ANNIE

		    Made for each other.



	A long beat.



				 BECKY

		    It's cute.  It's like a little 

		    clue.



	Annie looks at her balefully.



				 BECKY

			   (continuing)

		    So he can't write.  Big deal.  

		    I mean, verbal ability is a 

		    highly overrated thing in a 

		    guy, and our pathetic need for 

		    it is what gets us into so much 

		    trouble.



				 ANNIE

			   (with resolve)

		    I'm going to run back to 

		    Walter's arms, if he's still 

		    have me.



				 BECKY

		    What about the letter?



				 ANNIE

		    It doesn't mean anything.  It 

		    was written before I went out 

		    there.  Before the ho.



	She puts the letter on an ashtray, takes a match and 

	lights it.  They both watch it burn.



	CLOSEUP ON THE FIRE



	And pull back to reveal:



	INT. SAM'S HOUSEBOAT - NIGHT



	A fire is blazing in the wood-burning stove.  Suzy is 

	sitting with her husband Greg and Sam.  Jonah is in 

	evidence, curled up on the couch under some blankets, 

	asleep.  On the table near the couch is red construction 

	paper for valentines, doilies, magic markers, etc.



				 SUZY

		    You saw her in the airport and 

		    then here?



				 SAM

		    I tried to talk to her...

			   (he shrugs)

		    It was like I knew her.  Weird.



				 GREG

		    Well, at least you're out there 

		    seeing people again.  That's 

		    terrific.



				 SAM

		    Well, just one really.



				 SUZY

		    How's Jonah taking it?



				 SAM

		    It'll take him a while to come 

		    around.  A month ago he called 

		    one of those radio call-in 

		    shows and told them I needed a 

		    wife --



				 SUZY

			   (charmed)

		    You're kidding --



				 SAM

		    Now that I'm seeing someone, 

		    it's a whole other thing.



	ON JONAH



	he's not asleep after all.  He's been listening all 

	along.



				 SAM

		    He's become obsessed with 

		    some woman who wrote me --



				 GREG

		    Are you serious?



				 SAM

		    She wants to meet me at the top 

		    of the Empire State Building.



				 SUZY

		    It's a little derivative.



				 SAM

		    What do you mean?



				 SUZY

		    "An Affair To Remember." Did 

		    you ever see it? Cary Grant 

		    and Deborah Kerr.  Before that 

		    it was called "Love Affair With 

		    Irene Dunne And Charles Boyer."



				 GREG

		    Women love this movie.



	On Jonah, listening.



				 SUZY

		    They met at the Empire State 

		    Building, only they didn't.  

		    Never mind.



				 GREG

		    What kind of person would write 

		    to someone they heard on the 

		    radio?



				 SAM

		    I got hundreds of letters from 

		    women all over the country --



				 GREG

		    Desperate women --



				 SUZY

		    Just because someone's looking 

		    for a nice guy doesn't make 

		    them desperate.



				 GREG

		    How about rapacious and love-

		    starved?



				 SUZY

		    No.



				 GREG

		    It is easier to be killed by a 

		    terrorist --



				 SUZY

		    It is not --



				 GREG

		    Right, right.



	Suzy's irritated.



				 SAM

		    Anyway, Victoria's nice.



				 SUZY

		    Would you follow her through an 

		    airport?



				 SAM

		    Look, I met somebody.  She's 

		    good, and capable and smart.  

		    We hit it off.  We can't spend 

		    your life chasing after 

		    fantasies.



	Jonah is devastated by the realization that his dad is 

	serious about Victoria.



	INT. SAM'S BEDROOM - ON SAM IN BED - NIGHT



	The door to his bedroom opens.



	Annie walks in.  She's wearing a white men's shirt.



				 ANNIE

		    Hi.



				 SAM

		    Hi.

			   (a beat)

		    So far so good.  So.  What 

		    should we talk about? How 

		    insecure we were in high 

		    school.  Shirley Votypka, the 

		    first girl I ever felt up.  

		    Health.  What about health? 

		    Did you know that eating six 

		    macadamia nuts is the 

		    equivalent of eating a steak?



				 ANNIE

		    Shhhh --



	She unbuttons her shirt.



	And they kiss.



	FREEZE FRAME on the kiss.  It becomes the silhouette of 

	a man and a woman kissing.



	AND PULL BACK TO REVEAL:

	

	The silhouette of a man and a woman kissing on a red box

	of Valentine's Day chocolates and now we see:



	EXT. BALTIMORE - VALENTINE'S DAY - DAY



	A few quick shot of Valentine's Day in Baltimore: shop 

	windows lined with candy displays of red satin hearts, 

	lacy Valentine cards, red roses in elaborate floral 

	arrangements, old ladies selling chocolates, young 

	ladies selling perfume.



	A red Valentine's envelope is being tossed on a desk, 

	and pull back to reveal:



	INT. BALTIMORE SUN - DAY



	Annie at work.  She looks at the card and opens it.  

	It's from Walter.  She smiles.  Looks up.  There's 

	Becky.



				 BECKY

		    You're going to miss the train.



				 ANNIE

		    No, I'm not.

			   (she starts assembling 

			    her things)



				 BECKY

		    What are your plans in New 

		    York?



				 ANNIE

		    We're going to the Rainbow Room 

		    and the symphony tomorrow night.



				 BECKY

		    I love the symphony.



				 ANNIE

			   (cheerfully)

		    I hate it.

			   (she stands to go, 

			    starts toward the 

			    elevator)

		    I'm so happy, Becky.  Finally I 

		    feel happy.  This is right.  

		    This is real.  Everything else 

		    is what happens when you watch 

		    too many movies and completely 

		    lose sight of what counts.

			   (as she steps into 

			    elevator)

		    Please don't tell anyone about 

		    what happened.  "Sleepless in 

		    Seattle" is history.



	INT. BALTIMORE TRAIN STATION - DAY



	Annie through the train window as the train starts to 

	move out of the station.



	MAP OF THE UNITED STATES.



	The map we saw at the beginning of the movie, as the 

	light dims in Baltimore and a light goes on in New York.



	EXT. NEW YORK HOTEL - NIGHT



	Annie steps out of a cab.



	INT. NEW YORK HOTEL - NIGHT



	Walter opens the door to a beautiful suite.  A bouquet 

	of flowers sits on the desk.  A bucket of champagne.



	Annie throws herself into his arms.



	Walter sneezes.



	EXT. THE EMPIRE STATE BUILDING - DAY



	And pull back to reveal that it's a shot from "An Affair 

	To Remember."



	And pull back to reveal:



	INT. JESSICA'S HOUSE - DAY



	JONAH is watching with his little girlfriend JESSICA, 

	who's crying.



				 JESSICA

			   (weeping)

		    This is the best movie I've 

		    ever seen in my life.



				 JONAH

		    I don't get it.



				 JESSICA

		    You have to go to her, Jonah.  

		    You have to find her.



	Jonah nods.  But he isn't sure how he's going to do it.



				 JONAH

		    Do you know how much it costs 

		    to go to New York?



				 JESSICA

		    Nobody knows.  It changes 

		    practically every day.  How 

		    much money do you have?



				 JONAH

		    Eighty dollars.



				 JESSICA

		    I have forty-two.  So that 

		    would definitely cover 

		    taxicabs, I think.



				 JONAH

		    But how am I going to get 

		    there?



				 JESSICA'S MOTHER

		    Honey, I'm going out for a few 

		    minutes.

			   (sticking her head in 

			    the door to the living 

			    room)

		    Could you keep an eye on things 

		    out front till I get back?



	Jessica looks over at Jonah.



				 JESSICA

		    Sure.



	INT. JESSICA'S HOUSE - TRAVEL AGENCY OFFICE - DAY



	Jessica is working on the computer.  She punches Jonah's 

	name into it.



				 JESSICA

		    Do you want an aisle or a 

		    window seat?



				 JONAH

		    Window.



				 JESSICA

		    Do you want a fruit plate?



				 JONAH

		    I don't know.  Do I?



				 JESSICA

			   (shrugs)

		    I'd rather die than eat on an 

		    airplane.

			   (beat)

		    I'm telling them you're twelve 

		    so you can fly unaccompanied 

		    and they won't make you be 

		    carried around by a stewardess 

		    and everything.



	Jonah nods.



	Now Jessica takes a ticket form out of the desk and 

	starts to fill it out for Jonah.



	EXT. FIFTH AVENUE - TIFFANY'S - A SCULPTED GLASS HEART 

	- DAY



	formed by two dancers bending over backwards, awash in 

	pink light and spotlighted in white.



	Walter and Annie are among a few other people -- couples 

	mostly -- looking in the windows.  Each one a variation 

	on the heart motif.  They move to a window -- "Broken 

	Heart" -- burnished metal, with tow cherubs flying out 

	of the wound in the middle.



	ON WALTER AND ANNIE'S REFLECTION



	in the Broken Heart window.



	They're both in their own worlds.  Then they both start 

	to speak at once.  They stop.  Annie looks at Walter.



				 ANNIE

		    You go.



				 WALTER

		    Ever since Christmas, you've 

		    been different.  Kind of 

		    distracted, distant.  But I 

		    feel like you're coming back 

		    from wherever you were.



				 ANNIE

		    I am.

			   (she smiles at him)

		    I was just... I just got... I 

		    think I got nervous.  It's 

		    normal, right? Don't you ever 

		    feel nervous about, you know?



				 WALTER

		    What?



				 ANNIE

		    About forever.



				 WALTER

		    No.



				 ANNIE

		    Well, I did.  And you know what 

		    I think? I think that it was 

		    almost... too perfect.



	INT. FIRST FLOOR - TIFFANY'S - DAY



	As Annie and Walter walk through the jewelry department 

	to the elevator.



				 ANNIE

		    I started to wonder whether we 

		    were the human equivalent of 

		    two rights making a wrong, you 

		    know?



	Walter has no idea what she means, but he's completely 

	good-natured about it.



	INT. THIRD FLOOR TIFFANY'S - DAY



	Annie and Walter are walking around the floor, followed 

	by a SALESWOMAN who is carrying a large white card on 

	which she is noting their selections.



				 ANNIE

		    It was like kismet but not, if 

		    you see what I mean.



	Walter's brow furrows slightly.



				 ANNIE

			   (continuing)

		    You have to grow up.  You can't 

		    have all these adolescent 

		    dreams about how exciting your 

		    life is going to be --



	Walter starting to look puzzled.



				 ANNIE

			   (continuing)

		    Don't hate me but I love this 

		    pattern.



			    	 WALTER

		    You couldn't.



				 ANNIE

		    I do.



				 WALTER

		    It's just like my grandmother's 

		    china.



				 SALESWOMAN

		    How many place settings should 

		    I put down?



				 ANNIE & WALTER

		    Ten.



	Walter beams at her.



				 WALTER

		    Exactly.  Eight is too few and 

		    twelve is too many.



	The SALESWOMAN writes a "10" on the big sheet of paper.



	INT. FIRST FLOOR - TIFFANY'S - DAY



	As Annie and Walter come out of the elevator on the 

	ground floor and WALTER stops for a moment at the 

	Jewelry Repair department, reappears with a little blue 

	Tiffany's box he gives to Annie.



	Annie opens it.



	Inside is a lovely antique diamond ring.



				 ANNIE

		    Walter.



				 WALTER

		    It was my mother's.



				 ANNIE

		    It's so beautiful.  It's just 

		    what I would have picked out if 

		    I'd had every ring in the world 

		    to choose from.

			   (as she slips the ring 

			    onto her finger)

		    You see what I mean.  There are 

		    people who would like a 

		    relationship to be full of 

		    surprises, but I am not one of 

		    them.

			   (as she starts out the 

			    door with Walter 

			    behind, thinking about 

			    what she has just 

			    said)

		    Surprises are highly overrated.



	As they go out the door to:



	EXT. FIFTH AVE.  - DAY



	As they start down the street and go off into the 

	distance.



				 ANNIE

			   (continuing)

		    Promise me something, Walter.  

		    Promise me you will never have 

		    a surprise party for me.  Ever.  

		    You know what happens, you walk 

		    in the door in some horrible 

		    sweater you put on that morning, 

		    and there are hundreds of people 

		    in their best clothes shouting 

		    "Surprise!"



	INT. SAM'S BEDROOM - NIGHT



	Sam's got a suitcase on the bed, packing.  Jonah is 

	standing in the doorway, watching.



	He goes to his desk looking for something but can't find 

	it.  He tries a few drawers.



				 SAM

		    Have you seen my wallet?



				 JONAH

		    It might be in the kitchen.



	Sam doesn't remember leaving it in the kitchen.



				 SAM

		    I'm only going to be away one 

		    night, okay, and Clarise will 

		    be here.  You'll have a swell 

		    time.  You'll watch a little 

		    Geraldo, some Nightmare on Elm 

		    Street 12, I'll never know.



				 JONAH

		    Are you going with her?



				 SAM

		    Yes.



	Jonah walks out of Sam's bedroom and we hear the door to 

	his bedroom slam shut.



	ON SAM



	Starting to boil.



	He walks into --



	INT. HALLWAY - NIGHT



	And open the door to Jonah's room.



	INT. JONAH'S ROOM - NIGHT



				 SAM

		    I have to have a life.  I have 

		    to do things that I want with 

		    people my own age.  It's none 

		    of your business who I am going 

		    out with.  I don't give a good 

		    goddam if you're angry --



				 JONAH

			   (holding up Annie's 

			    letter)

		    This is the one I like.



	Sam starts back to his bedroom.



	INT. SAM'S BEDROOM - CONTINUOUS



				 SAM

		    I don't care who you like.  

		    It's who I like.  But the truth 

		    is you're never going to like 

		    anyone because it isn't your 

		    mother.



	Sam throws a pair of socks into the suitcase.



				 JONAH

			   (yelling)

		    Fine.  I won't say anything.  

		    You can marry Count Dracula.



				 SAM

		    Thank you, Jonah.  But the 

		    point is, I am not asking 

		    permission.



				 JONAH

			   (yelling)

		    What's wrong with Annie?



				 SAM

			   (emphasizing every 

			    word)

		    Shut up.



	Jonah appears at the doorway.



				 JONAH

		    Shut up?  Shut up???  Mom never 

		    did that.  Mom never said shut 

		    up to me.  Mom never yelled at 

		    me.



				 SAM

		    This conversation is finished.



				 JONAH

		    You said we could go to New 

		    York.



				 SAM

		    Did not.



				 JONAH

		    Did too.



				 SAM

		    I can't know what I said, but 

		    we're not going.



				 JONAH

			   (crossing his arms 

			    across his chest)

		    I'm not leaving this room until 

		    you say yes.



				 SAM

		    Get out.



				 JONAH

		    No.



				 SAM

		    Goddammit, I am sick of this 

		    --



	Sam picks Jonah up and carries him kicking and screaming 

	into:



	INT. UPSTAIRS HALLWAY - NIGHT



	and into:



	INT. JONAH'S BEDROOM - NIGHT



				 JONAH

		    Put me down.  I hate you, I 

		    hate you --



	He throws Jonah on the bed.  Jonah in tears.



				 SAM

		    I'm sick of this phony 

		    melodramatic bullshit.  I'm 

		    sick of it.



	He leaves the room and slams the door.



	INT. HALL - CONTINUOUS



	Jonah weeping as Sam goes back to his bedroom.



	INT. SAM'S BEDROOM - CONTINUOUS



	The sound of Jonah weeping.



	Sam sits down on the bed, wiped out.  Hold on him.



	EXT. BALDWIN HOUSEBOAT - MORNING



	As Clarise the babysitter arrives at the houseboat.



	INT. HOUSEBOAT - MORNING



	Sam and Clarise in the hallway outside Jonah's door.



				 SAM

		    Jonah?  Clarise is here, okay? 

		    And I'm leaving.



	No response.



				 SAM

		    Jonah?

			   (to Clarise)

		    He's probably still asleep.



	He opens the door gently to the room.



	Jonah's gone.



	IN QUICK CUTS:



	Sam looks in the bathroom: no Jonah.  In the main cabin.  

	The back deck.  Out onto the docks.  Looking all up and 

	down.  Clarise coming down the deck -- she's apparently 

	been looking in the neighborhood.  As she shakes her 

	head no, Sam goes to the bicycle shed.  Jonah's bike 

	still there.  Sam stands on the deck.



	EXT. SEATTLE/TACOMA AIRPORT - DAY



	We see a group of people filing off an airport shuttle 

	bus.  The sign in front rotates from "Airport" back to 

	"Marina."



	Jonah comes down the stairs and steps off with his 

	Mariners backpack.  He just stands there a beat, looking 

	around.  Then he goes through the glass doors.



	INT. AIRPORT FIRST CLASS TICKET COUNTER - DAY



	The TICKET CLERK turns back to the counter.



				 TICKET CLERK

		    Next.



	Jonah steps forward, with his ticket.



	INT. JESSICA'S HOUSE - DAY



	Jessica is sitting defiantly in a chair in the middle of 

	the living room.  She is being interrogated but she is 

	not going to talk.  There's a clock on the mantel.  Sam 

	is in the room with Jessica's mother and father.



				 JESSICA'S MOTHER

		    Jessica, this is not 

		    acceptable.



				 JESSICA'S FATHER

		    If you don't tell us right now, 

		    right this minute, I'm going to 

		    kill you.



	Jessica rolls her eyes.



	She looks over the clock on the mantel.  As it ticks 

	to 8:30:



				 JESSICA

		    He's on his way to New York.



				 JESSICA'S MOTHER

		    What?



				 SAM

		    How?



				 JESSICA

			   (the child of travel 

			    agents)

		    United 597.



	Jessica's mother and father are horrified.



				 JESSICA'S MOTHER

		    Jessica!



				 SAM

		    When does it leave?



				 JESSICA'S FATHER

		    Eight-thirty.



	Everyone looks over at the clock.  It says 8:31.  

	Jessica smiles.



	INT. SAM'S CAR - DAY



	CLOSE ON SAM



	Driving to the airport.



	EXT. HIGHWAY NEAR SEATTLE/TACOMA AIRPORT - DAY



	As his car takes the airport exit.



	INT. AIRPLANE - DAY



	A stewardess bends affectionately over Jonah, ensconced 

	in the first-class section.  He's got his backpack on 

	his lap and he's holding it.



				 STEWARDESS

		    Here you go... here's a nice pin 

		    for you, for flying with us.



				 JONAH

			   (completely unmoved, 

			    but polite)

		    Thank you.



				 STEWARDESS

		    You're welcome.  Can I take 

		    that for you?



				 JONAH

			   (clutching it even 

			    tighter)

		    No.



	INT. AIRPORT TICKET COUNTER - ON SAM - DAY



	at the reservations desk.  Desperation.



				 SAM

			   (frantic)

		    He's about this high, 90 

		    pounds, never combs his hair, 

		    Mariner's hat --



				 AIRLINE CLERK

			   (to his colleagues)

		    Anyone check in a 

		    unaccompanied minor on the New 

		    York flight?



				 FIRST CLASS TICKET CLERK

		    I did.



	Sam closes his eyes.



				 SAM

		    I'll kill him.

			   (beat)

		    I have to get to New York as 

		    fast as I can.



				 AIRLINE CLERK

		    We can get you on a flight to 

		    Chicago and you can change 

		    planes --



	Starting to punch information into the computer.



				 AIRLINE CLERK

		    How will you be paying for 

		    this?



				 SAM

			   (taking out his wallet)

		    American Express.

			   (there's no American 

			    Express card in his 

			    wallet)

		    Visa.

			   (beat)

		    I really am going to kill him.



	INT. O'HARA AIRPORT - DAY



	As Sam comes out of the plane from Seattle and dashes 

	through the concourse, managing to arrive at the plane 

	for New York at the very last moment.



	INT. KENNEDY AIRPORT - DAY



	As Jonah comes out of the plane from Seattle and looks 

	up to see which way to go.  He looks very small.  Big 

	New York passengers in a hurry whiz by with their 

	carryons dangerously flying at their sides.



	EXT. KENNEDY AIRPORT - A FEW MINUTES LATER



	Jonah stands in a taxi line.



	INT. TAXI - A FEW MINUTES LATER



	Jonah sits down in the back seat.  Looks up.  A big 

	bruiser of a CAB DRIVER leans back over the seat, sizing 

	Jonah up.



				 TAXI DRIVER

		    Where to?



				 JONAH

		    Empire State Building.



	INT. PLANE TO NEW YORK - DAY



	Sam is in an aisle seat.  He closes his eyes and 

	squeezes them tight.



				 SAM

			   (to himself)

		    Come on... come on... come on... 

		    COMEONCOMEONCOMEONCOMEONCOMEON...



	EXT. EMPIRE STATE BUILDING - AFTERNOON



	It looks magnificent in the waning afternoon light.



				 CABBIE'S VOICE

		    There it is.



	We are watching from:



	INT. A TAXICAB



	where Jonah, with his head out the window, regards the 

	building with awe.



				 CABBIE

		    What are you gonna do there, 

		    spit off the top?



				 JONAH

		    No.  I'm gonna meet...

			   (trying to figure out 

			    what to call her)

		    my mother.



	INT. RAINBOW ROOM - DUSK



	Walter and Annie walking toward their table with the 

	MAITRE D'.



	Annie sits down, looks at the view.  Walter starts to 

	sit, revealing a spectacular view of the EMPIRE STATE 

	BUILDING directly behind him.  Annie's smile fades.



				 WALTER

		    Is something wrong.



	Annie shakes her head.



				 MAITRE D'

		    May I get you a drink?



				 WALTER

		    Some champagne?



				 ANNIE

		    Fine, fine.



	Walter glances back over his shoulder.



				 WALTER

		    Beautiful view, isn't it?



				 ANNIE

		    Walter, there's something I 

		    have to tell you --



	EXT. KENNEDY AIRPORT - DUSK



	As Sam rushes out of the terminal.  Desperate.



	A cab pulls up.  Sam bolts to the head of the line and 

	muscles his way into the cab.  The other people in line 

	are irate.



				 SAM

		    Sorry, this is an emergency.



	The cab pulls out to a chorus of verbal abuse.



				 SAM (V.O.)

		    Empire State Building.



	INT. EMPIRE STATE BUILDING LOBBY - DUSK



	Jonah, carrying his backpack, walks through the majestic 

	lobby and follows the arrow to the Observation Deck.



	EXT. TOP OF EMPIRE STATE BUILDING - HELICOPTER SHOT - DESK



	Looking down on the observation deck.  The city below.  

	The tiny figure of Jonah walks into the middle of the 

	deck.  Looks around.



	EXT. 59TH STREET BRIDGE - DUSK



	Sam's cab speeds across the bridge and into Manhattan, 

	heading for the Empire State Building.



	INT. TOP OF THE EMPIRE STATE BUILDING - DUSK



	Jonah is going to take the bull by the horns.  He walks 

	up to a likely-looking WOMAN.



				 JONAH

		    Hi, I'm Jonah.  Are you Annie?



				 WOMAN #1

		    No.

			   (smiles at him)

		    I'm Cynthia.



	He spies another unattached woman.



				 JONAH

		    Excuse me, are you Annie?



	EXT. RAINBOW ROOM - DUSK



	A helicopter shot of Annie talking animatedly to Walter.



	And pull back to reveal that the Rainbow Room is 

	actually being seen by Jonah through a viewscope in:



	EXT. EMPIRE STATE BUILDING OBSERVATION DECK - DUSK INTO 

	NIGHT



	Jonah is looking through the viewfinder.  He turns 

	around, forlorn.  He takes off his backpack and is about 

	to sit down next to it when Sam bolts into the 

	observation deck.



	Jonah leaps into his arms.



				 SAM

		    You're my family.  You're all 

		    I've got.  What if something 

		    happened to you?



	Sam's eyes well up.  Jonah starts to cry.



				 SAM

		    What if I couldn't get to you?



				 JONAH

		    I was scared of what you were 

		    gonna do.



				 SAM

		    When I found you?



				 JONAH

		    If I didn't go.



				 SAM

		    Listen, have I ever done 

		    anything really stupid?



				 JONAH

		    No.



				 SAM

		    I mean, so far, have I screwed 

		    it up for you?



				 JONAH

		    No.



	The two of them hold each other tight.  After a beat:



				 SAM

		    I can't believe you flew first 

		    class.



				 JONAH

		    It was all they had.



	INT. RAINBOW ROOM - NIGHT



	Annie and Walter.  There's champagne in their glasses, 

	but neither of them has drunk a drop.



				 ANNIE

		    I don't know what to say about 

		    it, Walter.  It was a form of 

		    temporary insanity.  But I had 

		    to tell you about it because --



				 WALTER

			   (matter-of-fact)

		    -- it was a betrayal.



				 ANNIE

		    Yes.  But it wasn't really.  It 

		    was just...



				 WALTER

		    So what happened?



				 ANNIE

		    I told you.  Nothing --



				 WALTER

		    At the top of the Empire State 

		    Building --



				 ANNIE

		    I'm not at the top of the 

		    Empire State Building.  I'm 

		    here.



				 WALTER

		    Not really.

			   (beat)

		    Look, Annie, I love you.  Let's 

		    leave that out of it.  I don't 

		    want to be someone you're 

		    settling for.  I don't want to 

		    be someone anyone settles for.

			      (beat)

		    I have a life insurance policy,  

		    I'm fully invested in growth 

		    stocks, I have a paid 

		    subscription to Home Rox 

		    Office, I have no sexual 

		    diseases, I have been steadily 

		    employed in a part of the 

		    economy that isn't soft, I have 

		    expectation in the way of 

		    inherited wealth, I dress 

		    nicely, I am a member of the 

		    private sector, an independent 

		    voter, I don't watch Monday 

		    Night Football, the only thing 

		    wrong with me is that I am 

		    allergic to wheat, 

		    strawberries, penicillin, 

		    pollen, nuts and wool.  There 

		    are plenty of women who see me 

		    as the brass ring.  If you 

		    don't -- marriage is hard 

		    enough without bringing such 

		    low expectations into it, isn't 

		    it?



	Annie is nodding.  She wipes a tear from her face.



				 ANNIE

		    Oh, Walter.  I don't deserve 

		    you.



				 WALTER

		    I think that's what I'm saying.



	Slowly, gingerly, Annie slips the engagement ring off 

	her finger and hands it to Walter.



	No bitterness here.  Both of them trying to be gentle 

	with each other.



				 ANNIE

		    You okay?



				 WALTER

		    Yes.

			   (beat)

		    Some people will do anything to 

		    get out of going to a symphony.



	This breaks the tension.  Both of them smiles.



				 ANNIE

		    Oh!



				 WALTER

		    What?



				 ANNIE

		    Look!



	Walter turns to look over his shoulder at what Annie 

	sees:



	THE LIGHTS HAVE JUST GONE ON ON THE EMPIRE STATE BUILDING 

	VALENTINE LIGHTS:



	A huge pink and white heart.



	Walter turns back to Annie.



				 WALTER

		    Go for it.



	And as Annie's heart leaps and she's about to bolt.



							CUT TO:



	EXT. WEST 50TH STREET - NIGHT



	As Annie comes out to the street and hails a cab.



	As it screeches off toward Fifth Ave.



	INT. EMPIRE STATE BUILDING OBSERVATION DECK - NIGHT



	The lights are on all over the city.



	The crowd has thinned out considerably.  Jonah and Sam 

	are among the last people left.  They gaze out at the 

	twinkling lights and the ever-darkening sky.



				 ELEVATOR OPERATOR

		    Last call.  Closing time.



	Jonah looks at Sam.



				 JONAH

		    This is pretty dumb, wasn't 

		    it?



	Sam shrugs.



				 SAM

		    Big deal.



	After a beat.



				 SAM

		    Maybe we'll get a dog when we 

		    get back.



				 JONAH

		    Okay.



				 SAM

		    What do you mean, okay? 

		    Wouldn't you like a dog?



				 JONAH

		    Sure.



	Sam puts his arm around him, they start toward the 

	elevator.



				 SAM

		    Let's go home.



	EXT. FIFTH AVE - NIGHT



	Annie's cab stuck in traffic.



	As Annie gets out of the cab.



	She's breaking into a hard run toward the Empire State 

	Building.



	INT. LOBBY OF THE EMPIRE STATE BUILDING - NIGHT



	Annie sprints in and over to Information Booth.



				 INFORMATION BOOTH PERSON

		    Sorry, ma'am, but the elevators 

		    are closed.



				 ANNIE

			   (out of breath)

		    No.  Please.  I really need to 

		    get up there.



				 INFORMATION BOOTH PERSON

		    We're closing up.  No more runs 

		    tonight.



	Annie takes a deep breath.  She's hit the end of the 

	road.  She turns to go but then turns back.



				 ANNIE

			   (out of breath)

		    Listen, can I just take a look? 

		    Maybe... maybe... There's 

		    someone I was supposed to 

		    meet... He's probably not 

		    there, but if I don't at least 

		    look I'll always wonder about 

		    it.



	The Information Booth Person looks at her.



				 INFORMATION BOOTH PERSON

		    Cary Grant, right?



				 ANNIE

		    You know that movie?



				 INFORMATION BOOTH PERSON

		    One of my wife's favorites.



	INT. TOP OF THE EMPIRE STATE BUILDING



	After a few beat the elevator door opens on a very 

	empty platform.



				 ELEVATOR MAN

		    Sorry, ma'am.  Empty.



	Annie slowly walks out.



				 ANNIE

		    Can I take a minute?



				 ELEVATOR MAN

		    Go ahead.



	She sighs.  Heads for the telescopes.  Looks out at the 

	twinkling lights below.



	She casually turns the telescope and suddenly sees 

	something on the floor.



	Jonah's Seattle Mariners backpack.



	She picks it up.  She realizes that it might be... 

	could be... and opens it.  Inside is a toothbrush and 

	Jonah's teddy bear.  As she takes out the bear the other 

	elevator DINGS.



	Annie looks up as Jonah and Sam exit the elevator.



				 JONAH

		    I left it near the...



	And they stop.  There she is.  There they are.  Sam 

	can't believe it.  It's the mystery woman.



				 SAM

		    It's you.



				 ANNIE

		    It's me?



				 SAM

		    The one in the street.  I 

		    chased after you.



				 JONAH

		    Are you Annie?



				 ANNIE

		    Yes.



				 SAM

			   (confused)

	    You're Annie too?



	She smiles awkwardly.



				 ANNIE

			   (indicating the 

			    backpack)

		    Is this yours?



	Jonah walks over to her.  He puts his hand out.  She 

	shakes it solemnly.



				 JONAH

		    I'm Jonah.

			   (nodding back to Sam)

		    That's my dad.  His name is 

		    Sam.



				 ANNIE

		    Hi, Jonah.  Sam.

			   (indicating the teddy 

			    bear)

		    And who is this?



				 JONAH

		    Howard.



				 ANNIE

		    Howard.



	Sam nods.  Smiling.  Starting to put it all together.  

	Annie smiles.  Still nervous.  No one knows what to do 

	next.  Just then, one of the elevator operators CLEARS 

	HIS THROAT.



				 SAM

		    We better go.



	Annie nods.



	Sam holds out his hand.



				 SAM

		    Shall we?



	Annie slips her hand into his.  It feels comfortable, 

	natural, right.



				 ANNIE

		    Sam?



	He looks at her.



				 ANNIE

		    It's nice to meet you.



	On Annie.



	On Sam.



	On Jonah.  He makes a triumphant little double-fist 

	gesture to himself as the elevator doors close.



	EXT. THE EMPIRE STATE BUILDING - NIGHT



	WE SEE THE BUILDING from above, all lit up, a romantic 

	confection, the world's largest Valentine.



	The CAMERA PULLS BACK and we see the United States 

	spread out before us, with lights twinkling everywhere.



	And





	FADE OUT

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