Actor Point >> Movie Scripts >> State and Main Film Script

State And Main Movie Script

Writer(s) : David Mamet

Genres : Comedy

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   FADE IN:

   EXT. FIREHOUSE - DAY

   Ann is walking down the street.  The firedog runs out of the
   firehouse, she gives the dog a biscuit, and pats him on the
   head. 

   The fireman is out front with a cup of coffee.  Ann hands him
   a poster.

   EXT. STATE AND MAIN - INTERSECTION - DAY

   Morris and Spud, two codgers, are about to cross the street
   when they hear a beeping and stop.

   As they cross, we see the tail end of a van, and the group
   nods in that direction.

                       MORRIS
             You hear that?

                       SPUD
             Yes, I hear it.

                       MORRIS
             Drive a man to drink.  Took me near half
             an-hour, get across the street
             yesterday.

                       SPUD
             I saw Budgie Gagnon, leaning on the bank
             of the building.  Said, "What are you
             doin'?"  He said, "I'm waitin' for the
             'leven o'clock crossing..."

   As Morris and Spud speak a car is coming down the street, and
   bounces in the pothole.

                       MORRIS
             Y'wanna fix something, you should fix
             the pothole.  Yessir, they should be
             trussed up, thrown off some high
             building.

   DOUG MACKENZIE, a young Republican type, walks up to join
   them.

                       DOUG
             Who's that?

                       MORRIS
             Whoever spent ten, f'teen thousand
             dollars, a new traffic light, you could
             grow old, paint your house before it
             lets you cross the street, and then, not
             fix the pothole.

                       SPUD
             What was wrong with the old traffic
             light?

   INT. COFFEE CORNER - DAY

   They enter the Coffee Corner.  Carla is serving the folk, and
   Jack the owner is behind the counter.

                       DOUG
             I'm glad you asked... I'll tell you what
             was wrong with it.  And what was wrong
             with it was it was behind the times. 
             Now: You want to bring business into
             this town?  You have to plan for a
             Waterford that Does Not Exist.  Not at
             the moment, no...

                       ANN
             Morning, darling.

                       DOUG
             Morning.

                       CARLA
             Hi, Annie.

   Ann hands Carla a poster.

                       ANN
             Morning, Carla.

   Doug and the two codgers move to a table by the window where
   Carla, the nubile waitress, brings them coffee.  Ann talks to
   a woman at the counter.

                       MORRIS
             ...the damn thing...

                       SPUD
             No, I'm serious, election's coming up, a
             lot of people are pretty upset...

                       DOUG
             They are, yes.  I'm sure they are...

                       WOMAN AT COUNTER
             Annie, I'm going to be a lil' late for
             the rehearsal, tonight.

                       ANN
             S'Okay, Maude.  You know your lines...?

                       DOUG
             ...I'm sure that people are upset...

                       MAUDE
             I know 'em, I don't know what order they
             come in...

                       ANN
             We'll work it out.

                       JACK 
             What're they talking about?

                       ANN
             Traffic light.

                       JACK
             Waal, no, th'traffic light's Doug's
             thing.  That's his thing, fine.

                       DOUG
             Thank you, Jack, and...

                       JACK
             But we got to talk about the pothole.

                       DOUG
             Jack...

                       JACK
             A public office is a public trust...
             This is why this is America.  Question
             is: who owns the street.

   Outside the front booth, on the street, the airport van
   cruises by.
			
   
			EXT. STATE AND MAIN - DAY

   As they walk out we hear a high pitched beeping sound at the
   traffic light.  We see DOC WILSON crossing the street,
   holding his doctor's bag.  An ELDERLY MAN approaches Doc at
   the crossing.  As Walt and Bill walk, the airport van follows
   them.

                       TOWNSMAN
             Doc, those pills, y'gave me for my back? 
             I'm not sure that they work.

                       DOC WILSON
             Well, I'm not sure either, but y'don't
             hear me complain... come by th'office,
             end of th'afternoon.

                       TOWNSMAN
             Thanks, Doc...

                       BILL
             This is your movie, this is small town
             America.

                       WALT
             Town in New Hampshire was small town
             America, too.  Forty thousand dollars a
             day, to shoot on the street.  And then
             they kicked us out...

   They stop in front of a rack of fifty "factory seconds."

   Black and red hunting jackets, in front of the sporting goods
   store.  The sign reads "FACTORY SECONDS, FIVE DOLLARS."

                       BILL
             A jacket for five dollars... I can buy
             this town for fifty bucks.

                       WALT
             You told me that about the last town.

                       BILL
             Yeah, but they never made a movie here.

                       WALT
             I'm bleeding, Bill, I'm bleeding...

                       BILL
             ...why am I here?

                       WALT
             What, what, what, what do they got that
             can pass for the Old Mill?

   Bill shows Walt a brochure from Waterford, which shows a
   picture of the Old Mill.  Walt reads.

                       WALT (CONT'D)
             "The Waterford Mill, built in 1825, and
             long a tourist attraction..." Wake up
             Uberto

   ANGLE:

   INT. THE AIRPORT VAN - CONTINUOUS

   UBERTO is asleep.  Bill wakes him up.

                       UBERTO
             Where are we?

                       WALT
             Givvem a cigarette...

   Uberto comes out of the car and squints around.

                       UBERTO
             ...they ship our Old Mill from New
             Hampshire?

                       BILL
             They're holding our Old Mill for ransom.

                       UBERTO
             We build it?

                       BILL
             We don't have to build it.

   He shows Uberto the brochure.

                       UBERTO
             We build the fire hut?

   Walt shows Uberto the Firehouse.  Uberto looks through the
   viewfinder.

                       UBERTO (CONT'D)
             We have to lose the window.

                       WALT
             ...we can't lose the wind...

                       UBERTO
                 (pulling out storyboards)
             Then I can't do this shot... you wants
             me to push in -- I can't push in through
             the window... we go back to New
             Hampshire?

                       BILL
             NO, we can't ever go back to New
             Hampshire.

   A pick-up truck with two calves in it stops, the driver seen
   from the back is a farmer smoking a pipe.

                       WALT
             NO, we're gonna stay here.  This is what
             my people died for.  The right to make a
             movie in this town.

   INT. TAVERN INN LOBBY - DAY

   A desk clerk, SCOTT, looks up.  Behind the desk a display of
   several souvenir plates, "Souvenir of Waterford, VT", with a
   picture of the Old Mill on them.  Walt picks one up and hands
   it to Bill.

                       SCOTT
             May I help you?

                       WALT
                 (followed Bill)
             I want to talk to the manager.

   Walt talks into his cell phone as he talks to Scott.

                       SCOTT
             Would you like a room?

                       BILL
             Na, we wanna rent the whole hotel.

                       WALT
                 (into phone)
             Hello, Tracy, we gotta new town. 
             We're...where are we?

   BEAT.  Bill looks around, sees a sign on a desk.  Consults
   his tourist folder.  As they talk they walk into deserted
   ballroom and play shuffleboard and archery.

                       BILL
                 (carrying Waterford plate)
             Waterford, Vermont.

                       WALT
             ...you got to get me that street for
             nothing...

                       BILL
             I will.

                       WALT
                 (into phone)
             Waterford, Vermont.  Where is it? 
             That's where it is...

   Walt carries the shuffleboard stick over his shoulder.

   INT. WALT'S OFFICE - NIGHT

   Walt is talking on a cellphone.  A male P.A. is bringing in
   bags of equipment.  Bill is still sitting perched on a desk,
   typing into his computer.  Uberto is sitting on a couch,
   smoking.

   We see the shuffleboard stick on the desk, and the Old Mill
   plate on the wall.

                       WALT
                 (to phone)
             Because, because...we don't have to
             build an Old Mill.  They have an Old
             Mill.  Yeah.  It's on a stream -- that's
             where you put a mill.

                       BILL
             ...they run on water.

                       WALT
                 (to phone)
             Now: I'm looking at the...

   He gestures for Bill who hands him the storyboards.

                       WALT (CONT'D)
             I've got scene twelve...
                 (to Carla)
             Shouldn't you be in school?

                       CARLA
             It's night.

                       WALT
                 (to phone as he shows the Old
                  Mill storyboards to camera)
             Scene twelve...arrival at the mill.

   ANGLE

   Scott enters.

                       SCOTT
             Mr. Price, Mr. Price...?
                 (he hands Walt flowers)

                       BILL
             What...?

   They go back to the flowers.  Walt takes the card, reads.

                       WALT
             "Bring it in on time and there's more
             where these came from.  Marty.  P.S. I
             want to talk to you about a product tie
             in..."

                       SCOTT
             I'll put the, in your r...

                       WALT
             Somebody make a note.  I want Li..., for
             the broad...what does she like?  Lilacs. 
             Okay.  A truck of lilacs when the broad
             comes.  And get something for Bab
             Barrenger, get him, what does he
             like...?

                       SCOTT
             Bob Barrenger...Bob...Bob Barrenger's in
             this movie?

                       WALT
             That's cor...

                       SCOTT
                 (awed)
             He's staying here?  Bob Barrenger is
             staying he...?

                       WALT
             Put something in his room.  What does he
             like?

                       BILL
             14-year old girls.

                       WALT
             Well, get him something else and let's
             get out of here in one piece.  Get him a
             half of a 28-year old girl.

   INT. PROD. OFFICE - WAITING ROOM - DAY

   INSERT FRONT PAGE

   "Burlington Banner".  Picture of movie star Bob Barrenger,
   and Banner headline: "Waterford chosen as sight of new Bob
   Barrenger film.  A story of small town life based on..."

   Carla knocks on the door to the back room, voices from
   inside.  Outside, on two chairs, the MAYOR, GEORGE BAILEY, a
   man in his fifties, and JOE WHITE, the writer, dressed in an
   army field jacket and jeans, waiting to be admitted.

   Joe is reading an old "Welcome to Waterford" tourist folder. 
   The door to the room opens, and Joe stands, looks inside,
   squints.  Takes off his reading glasses and puts on another
   pair.

                       JOE
                 (to the open door)
             I, I'm sor...
                 (as the door closes, to a
                  passing aide)
             ...I lost my typewriter...

   Carla brushes past them.

                       CARLA
             Hi, Mr. Bailey...

                       MAYOR
             Carla, would you tell them that I'm...

                       WALT
                 (from inside)
             What?  What is it?

   Carla enters the back room.  As she does so, she passes the
   First A.D., who is on the phone.

                       FIRST A.D.
             Could I speak to my wife, please?

   CAMERA takes us with Carla into the back room.  Past the A.D.

                       SECRETARY
                 (to A.D.)
             You've got a call...

   INT. PROD. OFFICE - WALT'S OFFICE - DAY

   Inside the room, production boards being carried in,
   blackboards, schedules taped to the wall, sketches of Main
   Street, a large "days till shoot...4" sign.  The Old Mill
   plate is on the desk.

   The PRODUCTION DESIGNER is bent over a worktable, he holds a
   compass and refers to blueprints and a scale model of the
   Firehouse and the Old Mill, which are on the table.

   Walt is holding glossy photographs, and leafs through them as
   the Production Designer talks.  They leaf through
   storyboards.

   We see that Walt is leafing through glossy photos of horses. 
   Walt has shuffleboard stick over his shoulder.

   ANGLE ON

   Storyboards of firehouse scene.

                       BILL
             And Uberto tells me he can't take this
             shot, unless they let him take out the
             firehouse window.

                       COSTUME DESIGNER
             Walt, I've got to talk to you about the
             nude scene.

   Carla enters.

                       WALT
             Aren't you ever in school?

                       CARLA
             There's other things to be learned.

                       WALT
             Izzat so?

                       CARLA
             The Mayor's outside.

                       WALT
             What's his name?

                       CARLA
             Mr. Bailey.

   Walt goes to the door, opens it and looks around.

   EXT. WALT'S OFFICE - DAY

   Joe reading the Burlington Banner.  He stands up.

                       WALT
             Mr. Bailey...Mr. Bailey...?

   Walt and Mr. Bailey enter Walt's office.

                       JOE
                 (to passing secretary)
             I lost my typewriter...?

                       A.D.
                 (passing)
             Yes, could I please speak to my wife...?

   ANGLE 

   Interior Walt's office.

                       WALT
             I have to tell you, I can not express to
             you how happy...

                       MAYOR
             And we're glad to have you here...

                       WALT
             My golly, you know?  All my life I grew
             up in the city, but every summer...
             would you like a cigar?

                       MAYOR
                 (of cigars)
             Aren't these illegal?

                       WALT
             Why would they be illegal?

                       BILL
             ...there's a trade embargo against Cuba.

   Pause.

                       MAYOR
             Well, you know, Walt, I just wanted to
             say that anything I could do...

                       WALT
             That's very kind of...as a matter-of
             fact, one, I hate to bother you with...

                       MAYOR
             ...not at all...

                       WALT
             ...we need the shooting permit for Main
             Street...

                       MAYOR
             Whatever you need.  The City Council, of
             course, has to pass on your...

                       WALT
             ...the city council...

                       MAYOR
             On your "permit," but that is less than
             a formality.

                       WALT
             ...it is?

                       MAYOR
             I am the City Council.  We meet Friday,
             and I...

                       WALT
             George, that is so kind of you.

                       MAYOR
             And, my wife wanted to, wanted me to ask
             you, we'd like to welcome you, we'd,
             she'd like to have you to dinner at our
             home.
                 (beat)
             I don't mean to be...

   He hands an invitation to Walt.

                       WALT
             Are you kidding me?  We would be
             delighted.

   Phone rings.  Walt motions to an aide, who writes in green on
   a production board... "Tuesday 12th, dinner, Mayor."

                       MAYOR
             Well, I won't take more of your time...

                       BILL
             Walt, it's Marty on the Coast...

                       MAYOR
             We'll see you Tuesday, then...

   Walt starts for the phone.

                       WALT
             It's one of the great, great pleasures
             meeting you...

   Mayor leaves the office.

                       BILL
             It's Marty on the Coast.

                       WALT
             On the coast?  Of course he's on the
             coast, where's he gonna be, the Hague?

   Walt goes to the phone.

                       WALT (CONT'D)
                 (into phone)
             What?  Marty?!  Hi.  We're...
                 (pause)
             The new town is cheaper than the other
             town.  We're going to save a
             for...because..because we don't have to
             rebuild the Old Mill, they've got an Old
             Mill...they've got a firehouse...they...

   A production assistant comes in, installing a piece of
   equipment.  She brushes past the drywipe board, where we see
   she wipes out "Dinner with the Mayor."

                       WALT (CONT'D)
             Baby, baby, I want to save the money
             just as much as you do...no, no it's not
             coming out of my pocket.  It's going
             into my pock...my...my and your
             pock...yeah?  Okay.  A product placement
             - tell me ab...he's going through a
             tunnel.
                 (to Production Assistant)
             Whoa, whoa, whoa, you wiped out the
             board.  DINNER WITH THE MAYOR, TUESDAY
             NIGHT, write it in red.  That's all we
             need, to miss Dinner with...

   First A.D. sticks his head into the room.

                       FIRST A.D.
             We can't shoot in the Old Mill.

                       WALT
                 (to phone)
             Wait a sec, Marty.  Call us back.  Two
             minutes.

   He hangs up.  Pause.

                       FIRST A.D.
             We can't shoot in the Old Mill.

                       WALT
             I just saw the Mayor, he said anything
             we want.

                       FIRST A.D.
             It burnt down.

                       BILL
             When did it burn down?

   First A.D. takes out a book, "The History of Waterford" and
   reads.

                       FIRST A.D.
             Nineteen-sixty.  "Part of a spate of
             suspicious fires, the Old Mill, the..."

   He hands Polaroids of the burnt Old Mill around.  All look at
   them.

   ANGLE IN

   Debris by some water.

                       WALT
             You told me they had on Old Mill here...

                       FIRST A.D.
             "Suspicions of arson, these fires,
             believed set by a disturbed teenager
             were, in fact, the inspiration for the
             formation of..."

   He puts the Polaroids down by the model of the Old Mill.

   BEAT

   Joe White, the WRITER, enters.

                       BILL
             But, does it have to be an Old Mill?

                       JOE
             Hi.

                       WALT
             Does it have to be an Old Mill?  Where
             have you been?

                       JOE
             I was in New Hampshire.  I was at the
             Old Location.

                       WALT
             We can't shoot the Old Mill.

                       JOE
                 (laughs)
             You know, they told me there were gonna
             be some jokes.  Kid the New Guy...

                       BILL
             The Mill burnt down.

   He shows the Polaroids -- they show the debris, and Bill
   standing by them.

                       BILL (CONT'D)
             Wonderful scr...

                       JOE
                 (pause)
             Can't...can't you build the Old Mill?

                       WALT
             We're out of money.

                       JOE
             You built an Old Mill in New Hampshire.

                       BI
             They're holding it for ransom.

                       JOE
             Uh -- why did we have to leave New
             Hampshire?

   PAUSE  

   The phone rings.

                       WALT
             Halo?  Marty?
                 (to Joe)
             What would they have used instead of an
             old mill?  We need it tonight.
                 (to phone)
             Marty?  Yeah you were saying?

                       JOE
             I can't write it.

   PAUSE

                       JOE (CONT'D)
             I lost my typewriter.

                       WALT
             Grace: get Mr. White a typewriter.

                       JOE
             I can only write on a manual.

                       WALT
             I know the feeling.

                       JOE
             Well, you know, you know, that's a lie,
             I, I...

                       WALT
             Grace...

                       JOE
             That's a real fault, I...

                       WALT
             Grace.  Get Mr. White a manual
             typewriter.
                 (to Joe)
             It's not a lie, it's a gift for fiction. 
             And somebody find me my lucky pillow.

   He nods at Joe, who leaves the office.  Hold on Walt as he
   looks at horse pictures.

                       WALT (CONT'D)
             How big is this horse?

                       BILL
                 (looking at the resume)
             Fifteen hands.

                       WALT
             What is that in fingers...?  Just
             kidding, get me this horse.

                       BILL
             This horse is booked.

                       WALT
             Tell the guy, get me the horse, I'll
             give him an associate producer credit.
			

   ANGLE ON

   Joe, outside Walt's door, looking at his script and shaking
   his head.

   ANGLE HIS POV

   INSERT THE SCRIPT

   We see for the first time that the name of the script is "The
   Old Mill," by Joseph Turner White.

   We hear raucous laughter from Walt, et al, in the B.G.
			
			            INT. TAVERN INN LOBBY - DAY

   Joe passes the First A.D. on the telephone, sees Bill.  The
   P.A.'s are humping mounds of luggage.

                       FIRST A.D.
             Well, no, the labor with a first child
             can sometimes be prolonged, as much
             as...

                       BILL
                 (to P.A.)
             Find Walt's lucky pillow.

                       JOE
             What's an associate producer credit?

                       BILL
             It's what you give to your secretary
             instead of a raise.

   Scott in an argument with an electrician.

                       ELECTRICIAN
             ...put a VHS and an air-conditioner and
             a refrigerator in that room, she's going
             to blow...

   A delivery man appears with an invoice and a crate.  Scott
   checks the invoice against a list.

                       SCOTT
             This isn't Evian Water.

                       DELIVERY MAN
             It's water.

                       SCOTT
             I can't sign for it, I'm...

                       ELECTRICIAN
             ...she's going to blow.

                       SCOTT
             Well, you re-wire...

                       ELECTRICIAN
             I rewire it, I'm going to have to tear
             out half the, look, what do they need
             with fifty-four telephone lines?

                       SCOTT
             Freddy, Freddy, I work for these people,
             you...it is to be done, you see that
             it's done...

   The GIRL P.A. arrives with a huge bouquet.

                       GIRL P.A.
             I found lilacs!

                       SCOTT
             Wonderful, that's...

   Joe the writer enters, goes up to the desk.

                       JOE
             Did they find...

   The Scott's eyes turn toward the door.  Everyone's eyes turn
   towards the door.

                       JOE (CONT'D)
                 (as he writes in his notebook)
             Did they find my typewriter...

   ANGLE POV

   Bob Barrenger, the star, screamingly fit, leather jacket,
   jeans, carrying a gym bag.  He smiles, goes up to the desk. 
   As he goes up to the desk, teenagers, who have been waiting
   in the lobby, crowd to him.

                       SCOTT
             I told you!!!  All of you get back!!! 
             Get back!!!  This man is a guest here!

   The teenagers retreat.

                       BOB
             Hello, I'm...

                       SCOTT
             Oh, sir, I know who you are...

                       BOB
             Bob Barrenger, I'm with the mo...

                       SCOTT
             Sir, sir, we're so, we're...
                 (he hits the bell)
             Front!  Front!!  We are so, I've seen, I
             know everybody says this, but I've seen
             every every one of your...
                 (to Electrician)
             Freddy, take Mr...

                       ELECTRICIAN
             ...I'm working.

                       SCOTT
             Your room is 414 through seventeen.  I'm
             Scott Larkin.  Anything you need, this
             is my private...
                 (hands him a card)

                       BOB
             Glad to meet you, Scottie.  I'm just
             here to do a job, just like the rest of
             these...

   First A.D. walks through the lobby.

                       FIRST A.D.
                 (to Joe)
             Have you got the new pages on the Old
             Mill?  Hey, Bob.

                       BOB
             Hey, Tommy.  Heard your wife's having a
             baby.

                       FIRST A.D.
             That's right.

                       BOB
             You know who the father is?

                       FIRST A.D.
             They think it's your first wife.

                       BOB
             That could be.

   An old man, the BELLHOP, is sitting by the front door, eating
   his lunch out of an old galvanized tin lunch bucket.  He puts
   it down, and gets up and takes the bags.

   The lobby is filled with gawkers  CHUCKIE, a young boy
   holding a bat and ball, comes over with an autograph pad.

                       FIRST A.D.
                 (to Scott)
             I'm going to give you a list of Mr.
             Barrenger's dietary requirements.

                       CHUCKIE
             Mr. Barrenger, I...

                       SCOTT
             Not today, not today, Chuckie.  Mr.
             Barrenger has just...

   Barrenger brushes him aside.

                       BOB
                 (to Chuckie)
             How do you spell that, son?  With an
             I.E.?  Chuck?  What're your hobbies?

                       CHUCKIE
             Baseball.

                       BOB
             Baseball!  That's the national sport. 
             Gimme that!

   He takes Chuckie's ball and autographs it: "CHUCKIE!  From
   your pal, Bob Barrenger."

                       BOB (CONT'D)
             Chuckie...

   CAMERA PANS off Bob as he talks to Chuckie, and onto Joe, who
   is wandering around the lobby.  The First A.D. comes up to
   Joe.

                       FIRST A.D.
             How you doin' with the Old Mill pages?

                       JOE
             I need my typewriter.  Did they find
             my...?

   INT. COFFEE CORNER - DAY

   ANGLE INS.

   PAN OFF "Trials of the Heart" theatrical poster.  Two old
   codgers, Morris and Spud, and Jack sitting in the same window
   booth chatting.  Phone rings.  Carla answers it.

                       CARLA
             Coffee Corner.

                       JACK
             Fellow gets a calf, it's forty below,
             calf gets out, he hears that animal,
             he's going to, get up, pull on his
             jeans...

   The Mayor is taking a pack of Camels from Carla's father.

   ANGLE ON

   Carla, at the counter, reading "The Old Mill"
   surreptitiously.

                       MORRIS
             He's going to get that calf.

                       SPUD
             Mmm...

                       CARLA
                 (into phone)
             Thank you.
                 (hangs up, to her father who is
                  behind the grill)
             Vanilla Frappe.  Two tuna B.L.T.'s...

                       JACK
             What's a Tuna B.L.T.?

                       CARLA
             Oh, Dad, didn't you read in People
             Magazine...

                       ANN
             Well, I for one, am glad of a little
             diversion and I'm glad they're here.

                       DOUG
             What I am saying, is, we have to Look
             Out For Our Own... Now: they want to
             close down Main Street.

                       JACK
             Y'wanna talk about Main Street, whyn't
             cha fix the pothole?

                       ANN
             Doug, it's, what did you...?  Three
             days, three, four days.  We'll have a
             record of our wonderful life.

                       DOUG
             Annie:  you stick to the Amateur
             Theatricals.  This isn't quite the same
             thing, you see?  This is Big Business,
             in which, our Life
                 (to Mayor)
             s'no less a commodity than...than our...

                       ANN
             Water or mineral deposits.

                       DOUG
             Waal, that's what I'm saying.

                       JACK
             Communist Country, he hears that Calf
             it's two a.m., four feet of snow, what
             does he say?  "That's the State's Calf
             out there..."  He rolls over.  "Wake me
             at Ten."

   Carla, who has been waiting for the order to be prepared,
   takes it from her father, starts out the door.

                       CARLA
             I think that they're nice.

                       ANN
             I'm sure they are.

                       JACK
             That's the difference, Communism and you
             know...

                       SPUD
             Communism's over.

                       JACK
             That's what they said about Warner
             Brothers, 1985, but if you look at their
             price-per-share...

                       CARLA
             Dad, I've got to go to Terry's house to
             study tonight...

                       JACK
             I want you home by Nine.

                       DOUG
             I want to tell you something, Ann: you
             stay soft all your life, people despise
             you;
             it awakens Avarice in them, they take
             advantage of you, and that's Human
             Nature.

   She gets up.

   She starts to exit the Coffee Corner.  Jack picks up a copy
   of 'People' magazine.

   INSERT

   An article of Bob Barrenger.

   Carla has gone over it with a highlighter.  The article is
   called "Bob Barrenger's Little Problem."

   ANGLE

   Interior Coffee Corner.

                       DOUG (CONT'D)
             We on for tomorrow night?

                       ANN
             After Drama Group.

                       DOUG
             Drama Group?
and Thursdays.  But after Play
             Practice, I'm yours.

                       DOUG
             Go you Huskies.

   He starts to exit and turns back.

                       DOUG (CONT'D)
             And I might have something important to
             tell you...

                       ANN
             What is it, a surprise?

                       DOUG
             That's right.

   They exit.

                       MORRIS
             She coulda done better than him.

                       SPUD
             It takes all kinds.

                       MORRIS
             Zat what it takes?  I always wondered
             what it took...

   We hear the TRAFFIC LIGHT beeping from the street.


   EXT. BOOKSHOP - DAY

   Joe, pacing in front of the window.  Theatrical sign in the
   window.  Sign in the window: "Out!  Will return at..." Ann
   comes up to the door.  Starts opening it with a key.

                       JOE
             I, excuse me, the sign says you'll be
             back at two.  It's quarter to three...

   She looks up at the sign, changes the hand to read a quarter
   to three.  She opens the door.  Goes inside.  He follows. 
   Camera follows.

   INT. BOOKSTORE - DAY

   Old Bookstore and stationary store.  Several old typewriters
   for sale.

                       JOE
                 (off the sign)
             You're doing a play...

                       ANN
             Local Drama Group.
                 (she answers the phone)
             Northern Books.  No, it hasn't come in
             yet.  As soon as it does.  Yup, you too,
             Marge.

   She hangs up.

                       JOE
             ...small town.  I suppose.  You have to
             make your own fun.

                       ANN
             Everybody makes their own fun.
                 (she answers another phone
                  call)
             F'you don't make it yourself, it ain't
             fun, it's entertainment.

   She picks up half-knitted sweater off computer.

                       ANN (CONT'D)
                 (to phone while knitting)
             Northern Books.
                 (to Joe)
             What can I do for you?

                       JOE
             I need a 
					  
					  .

                       ANN
             We got 'em.
                 (to phone)
             North...No, Henry James was the
             novelist, Frank James was the criminal.
                 (to Joe, of the typewriter)
             Yep, you came to the right place.
                 (to the phone)
             Jessie James was the Brother.  Of the
             novelist.  That's right.  That's
             alright, Susie.  See you tomorrow,
             Susie.

   He has picked up a typewriter, old, manual.

                       JOE
             I want to rent this one.

                       ANN
             Why don't you buy it, only forty bucks.

                       JOE
             I have one, but they lost it.

                       ANN
             Who?

                       JOE
             The people in New Hampshire.

                       ANN
                 (shrugs)
             That's why they have state borders...
             whyn't you get a replacement?

                       JOE
             Well, it had sentimental value.

                       ANN
             You buy the typewriter, I'll get it all
             spruced up, good as new.  Better than
             new.  It has some history.

                       JOE
             Other one has history, too.  I wrote my
             play on it.

                       ANN
             You wrote a play on it?  What play is
             that?

                       JOE
             You haven't heard of it.

                       ANN
             What's it called?

                       JOE
             "Anguish."

   Little kids enter to get candy.  As Joe speaks, he takes off
   his regular glasses and puts on his reading glasses and
   inserts a piece of paper into the typewriter and types,
   "Everyone makes their own fun -- if you don't make it
   yourself, it's not fun, it's entertainment."

                       ANN
             "Anguish" by Joseph Turner White...?

   He looks up.

                       ANN (CONT'D)
             You're Joseph Turner White?

   He switches glasses to look at her.  A very OLD WOMAN comes
   in, goes back to the coffee machine.

                       MAUDE
             Afternoon, Ann.

   Ann takes down a book from a shelf.

                       ANN
             Maude, this man wrote this play!

                       MAUDE
             That a fact.  Now, is it a good play?

                       ANN
             Yes, Maude, it is.  It is a very good
             play.

                       MAUDE
             Well, then, what's he doing here?

                       ANN
             What're you doing here?

                       JOE
             Writing the movie.

                       MAUDE
             You're writing a movie...

                       JOE
             Yes.

                       MAUDE
             What's it about?

                       JOE
             It's about the quest for purity.

   INT. WALT'S ROOM - DAY

   Walt, Bob Barrenger and the SCRIPT SUPERVISOR are savaging
   the script.

                       BOB
             ...because he wouldn't say that: Look:
                 (flips through the script,
                  reads)
             "Sister, I've just come from a fire. 
             There's some things I want to think
             out..." now, come one, come on... "Leave
             me alone."  a gesture...?  Alright?

   Walt opens a case and extracts his lucky pillow which is
   embroidered "Shoot first.  Ask questions afterward."

                       WALT
             What else?

                       BOB
             Page...three.  Now: "It's a nice
             evening."  
                 (beat)
             I'm not gonna say that..."It's a
             nice..."

   Knock on the door.

                       WALT
             Come in.

   Joe enters.

                       WALT (CONT'D)
             Hey, Joe...Good.  You know B...

                       JOE
             I grew up on your mov...

                       BOB
             Do you mind if we don't go through the
             usual bullshit about how I loved it?

   Knock on the door.  Carla enters with another brown bag.

                       BOB (CONT'D)
             I mean, okay, fine, but it's a motion
             Picture.

                       WALT
             Thanks, honey, but next time, bring two,
             save yourself a trip.

                       BOB
             The people came to see a motion Picture.  
                 (to Carla, who starts to leave)
             Hold on...

                       WALT
             He's saying, what are you saying, Bobby?

                       BOB
             Tell it with...

                       WALT
             Tell it with pictures.

                       BOB
             Tell it with pictures.  What I'm
             saying...

                       WALT
             We've got four days to...

   As Bob talks, he exchanges glances with Carla.

                       BOB
             You look at: girl comes in the room, an
             apron, a brown bag, what is she...? 
             She's a...?

                       WALT
             She's a...

                       BOB
             She's a waitress.

                       WALT
             What...

                       BOB
             What I...

                       WALT
             Hold on.  What Bob is saying, you don't
             need...

                       BOB
             You don't need, "Hi, I've just come from
             the restaurant."

                       WALT
                 (to Carla)
             You can go...

                       BOB
             Alright: Let's
                 (he takes out a list, Carla
                  exits)
             Page five, the fucking horse dies.
                 (of Carla)
             You know, she could be in the movie, she
             could, she's got a good face, she could
             be the Doctor's...uh, why does it have
             to be his, uh, wife...?  It could be
             his...

                       WALT
             Bob, Bob, stick to the business, will
             you?

                       BOB
             No, you're absolutely...

                       WALT
             And you go start with that stuff in this
             town...

                       BOB
             Everybody needs a hobby.  Okay, look
             Page...

   Knock at door.  CLAIRE WELLESLEY enters, the FEMALE STAR. 
   Very sexual.  Very serious.  Around thirty.  She looks in.

                       WALT
                 (rising)
             Claire, when did you...

                       CLAIRE
             I just...

                       WALT
             Claire, Bob Bar...

                       BOB
             I saw Desert Sun, I wanna tell you...

                       CLAIRE
             No, I was, I was, I was just learning
             on, it's a...

                       BOB
             How'd you like working with Richard
             Hill?

                       CLAIRE
             I loved it, he...

                       BOB
             Isn't he...

                       CLAIRE
             It's...

                       WALT
             We're just talking about the...

                       CLAIRE
             Don't let me dis...I'll just...

                       WALT
             No, no...please...

                       BOB
             I'm looking at Page Five: "It's..."

                       JOE
             "It's a nice evening..."

                       WALT
             This is Joe White.

                       CLAIRE
             How can I thank you?  How can I repay
             you for this part?  It's a... what a,
             thank you for this part.  The first
             scene at the Old Mill...

   Pause.

                       WALT
             Joe's been having some thoughts about
             the Old Mill Scene, Claire.

   PAUSE

                       CLAIRE
             What, what's there to think about?  
                 (pause)
             The scene's perfect...I, I get to say...

                       WALT
             Yes, but, Joe, Joe's been, well, he's
             just been having a few, uh, "thoughts,"
             about...

                       CLAIRE
             How many times in your life do you get a
             speech like that?

                       WALT
             Yeah.

                       CLAIRE
             This scene is why I'm doing the movie. 
             "Look at the mill, Frank -- look at the
             way it goes around...half of the time
             the darned wheel's under water, but..."

                       WALT
             Yes, yes, but...

                       CLAIRE
             "...but still it rises up.  It rises up,
             Frank, high as it can go."

                       WALT
             Yeah.  Joe?  Would you, uh, tell Claire
             the, uh, the "thoughts" you've been...

   PAUSE

   EXT. STATE AND MAIN - DAY

   ANGLE ON

   Anne, who is putting up posters of the play.  She sighs and
   walks forward, into Joe, who is waiting at the traffic light,
   his bag on the ground beside him.

                       ANN
                 (of typewriter)
             All ready to go?

   He nods.  Looks down at her posterior.

                       JOE
             So young, so unlined, so full of
             promise.  
                 (pause)
             So innocent.

                       ANN
             I beg your pardon?

   He extracts the book of his she had in her back pocket.  He
   looks at his photo on the back cover.  They start to cross
   the street.

                       JOE
             I quit.

                       ANN
             You quit.

                       JOE
             I quit the movie.

                       ANN
             Why did you quit?

                       JOE
             Actually, I'm not sure if I quit.  I
             think that I got fired.  I'm such a
             liar.  I never could tell the truth.

                       ANN
             Don't be so hard on yourself.

                       JOE
             I just got kicked off my first movie.

                       ANN
             Well.  Everybody has reversals.  If you
             were never down how would you know when
             you were up?

                       JOE
             That's good.  That's really good.  You
             have a gift for words.

                       ANN
             It's in your play.

   She holds up "Anguish."

                       JOE
             You like my play.

                       ANN
             Yes. 

                       JOE
             Why?

                       ANN
             It's about life.

                       JOE
             Could you tell me when's the next train?

                       ANN
             N'about ten minutes.  What was your
             movie about?

   They stop by the park bench.  

                       ANN (CONT'D)
                 (off his pause)
             No, of course, you don't want to talk
             about it.

                       JOE
                 (hands her the script)
             It's about a man who gets a second
             chance.

   The cop, CAL, passes.

                       CAL
             Evening, Annie.

                       ANN
             Evening, Cal.
                 (to Joe)
             Would you tell me about it?

                       JOE
             I...

                       ANN
             No, of course, you want to get out of
             town.

                       JOE
             It's...

   He starts to walk, she puts the typewriter down on the
   ground.  Joe hesitates.  He puts the script under the
   typewriter.  He shakes his hand.

                       ANN
             It's okay...

   They walk on.

   EXT. SPORTING GOODS STORE - DAY

   The OWNER is closing up.

                       OWNER
             Evening, Annie.  See you at rehearsal.

                       ANN
             You know your line?

                       OWNER
             "Rise, one need not bend the knee before
             the throne of justice."

                       ANN
             Go you Huskies.

   He walks away.

                       JOE
                 (of the clothing on the rack)
             They leave it out all night?

   He tries on a jacket.  One sleeve is one foot shorter than
   the other.

                       ANN
             Not worth stealing.  Only thing in town
             worth something.  Stained glass window.

   She gestures at the Firehouse.

                       JOE
             Ever wonder why the dalmation's the
             symbol of the firehouse?

                       ANN
             First organized fire department was on
             the border of Dalmatia and Sardinia in
             the year 642.

                       JOE
             But why the dalmation?

                       ANN
             It was either that, or a sardine.

   He nods, a BEAT.  He looks down at the jacket with one sleeve
   too short.

                       ANN (CONT'D)
             You get what you pay for.

                       JOE
             That's true.  You grow up here?

                       ANN
             Central High, 'n' matinees, the Bijou
             Theatre.

   They walk past the firehouse.  She gives the dog biscuit to
   the firedog who runs out of the firehouse to her.

                       JOE
             Nice town.

   BEAT.  He gets a bit choked up.

                       ANN
             You want to talk about it?

   Joe shakes his head.  They walk off.

   EXT. RAILROAD CROSSING - DAY

                       JOE
             ...that...that he prayed for a second
             chance.  But...do you see?

                       ANN
             Yes.

                       JOE
             That, he says, there are no second
             chances...that he's been presented what
             he prayed for...and: he's ruined it.

                       ANN
             Yes...

                       JOE
             But, but but but...

                       ANN
             No, no, I see...

                       JOE
             That: in an act of...

                       ANN
             Yes...

                       JOE
             Of mercy...off...

                       ANN
             I understand...

                       JOE
             ...that...he sees that...

                       ANN
             As the Old Mill goes around...

                       JOE
             Of course, of course that's what I'm
             saying.  As the Old Mill goes around, he
             sees...

                       ANN
             Of course.

                       JOE
             ...that it has been vouchsafed to him.

                       ANN
             That's that's that's that's beautiful.

                       JOE
             And you're the only one who'll ever hear
             that speech.  Just you.

   BEAT.  They stop and look at each other.  BEAT.  A railroad
   crossing bar comes down behind them, as we hear the DINGING
   and realize we are at a railroad crossing.

                       ANN
             Well.  It was a pleasure meeting you.

                       JOE
             And likewise.

                       ANN
             Goodbye.

                       JOE
             Goodbye.

   PAUSE.  We see the train pass in the b.g.  We hear the train
   whistling.  It's way off.

                       ANN
                 (pause)
             Next train in'nt for two hours.

   They walk on away from the station.  In the b.g. we see the
   stationmaster.  He and Ann wave.  They walk past the shingle
   for Doc Wilson.

                       ANN (CONT'D)
             So that the Old Mill, the Old Mill
             represents...the wheel of fate is that
             too...

                       JOE
             No, no.  Of course, that's exactly what
             it represents.

                       ANN
             That whole...

   They walk on together and find themselves on a residential
   street.

   EXT. ANN'S HOUSE - DUSK

   They are walking.  They stop in front of an old picket fence
   with a porch swing.

                       JOE
             The, the, the, the sanctity of everyday
             things...

                       ANN
             Everyday things...yes.

                       JOE
             For example, he's just come back from a
             fire and he...um...
                 (he shakes his head)
             That's a fine house.  You look at that,
             and you know, there's nice people that
             live there.

                       ANN
             I live there.

                       JOE
             Really.  With the porch swing and
             everything...

                       ANN
             Surest thing you know.

   PAUSE

                       JOE
             I don't mean to impose, but...do you
             think we might...

                       ANN
             That's what the swing is there fore...

   They walk onto the porch and sit on the swing.

                       JOE
                 (to himself)
             ...that's what the swing is there
             fore...that its purpose, isn't it...

                       ANN
             ...I always thought so...

   They swing back and forth.  The swing creaks.

                       JOE
             ...such a pleasant sound.

                       ANN
             Mmm.

                       JOE
             Cause, cause, it's...it's the simple
             things that...

                       ANN
             Yes...

                       JOE
             ...that.

   Doug walks up.

                       DOUG
             Waal, there you are, and Have I Got Some
             News for you...

                       ANN
             Doug, this is Joe White, and this is,
             this, this is my fiance, Doug Mac...

                       JOE
             Sa pleasure.

                       DOUG
             Guess who is THIS CLOSE to a nomination
             to State Senate...which is this close to
             one stop from Congress!

                       ANN
             ...who...?

                       JOE
             Well, I guess I'll...get down to the
             station.  It was lovely meeting...

                       ANN
             Mister White is...

   Doug, as he takes Ann toward the door.

                       DOUG
             Nice meeting you...they were, let me
             tell you, they were a bit coy at first,
             I told them: Look: the people are tired,
             they're going to vote their pocketbook,
             yes, but...

   Joe walks off and exchanges glances with Ann, who lingers
   behind.  She pushes the porch swing and exits.  As it swings,
   Joe watches.



   INT. TRAIN STATION - NIGHT

   Joe enters with his bag.  He stands looking at the long
   poster reading: "Waterford, Home of the Huskies - Division
   Champions - 1971, 1972, 1974, 1975, 1976."

   BEAT.  Joe is looking at the banner when the old
   stationmaster enters.

                       JOE
             What happened in 1973?

   BEAT.  The stationmaster looks around, and leans in to Joe,
   confidentially.

   The DOOR opens.  It is Walt.  The stationmaster retreats. 
   Walt comes forward.

                       WALT
             Don't run off.  Don't run off, we need
             you.  You know why?  You're why we're
             here.  Your script is why we're here...
                 (of bag)
             Gimme that.  Big deal.  We fight a
             little bit? 
             You show me a family that doesn't.  But
             we got something special.  What is it? 
             We're here to make a movie.  Can't use
             the Old Mill.  Well, that happens.  What
             you got to do, you find the essence -
             what was it, that brought us here.  It
             wasn't a building, Joe, it was an idea. 
             It was an essence - what is the essence
             of your story?  Joe?

   PAUSE

                       JOE
             It's about a man who gets a second
             chance.

                       WALT
             Then, you write that.  And then this is
             our second chance.  That's why we're
             here.

   PAUSE

                       JOE
             I want to make a good film.

                       WALT
             I know you do.

                       JOE
             And maybe it will be a better movie
             without the old mill, I...

                       WALT
             Hey, it's with the G-ds.  We don't have
             the money, we have to write it out.  The
             best or not.
                 (shrugs)
             And that's a lesson.  You get your
             typewriter yet?

                       JOE
             Um, no.

   Walt picks up a cell phone, dials.  Lights of train go by
   outside.  Stationmaster enters and calls the train.

                       WALT
                 (into phone)
             Grace, get on the other phone.  Call
             that girl: well, call her, and have
             whatsername send up some nosh...what do
             you like to drink...?

                       JOE
             I don't drink.

                       WALT
             Did my matzohs come?  Get some for
             everybody.
                 (into phone)
             Thank you.
                 (hangs up)
             Lemme tell you about my first movie...

   EXT. BOOKSTORE - DAY

   The production assistant is stapling a casting notice for
   "The Old Mill" half over the notice of the amateur
   theatricals poster.  Doug shows up, looks in the window. 
   Looks at poster, takes it down, looks around.

   ANGLE ON

   The park bench.  Ann, her feet up on the old typewriter, is
   sitting, reading the script.  Doug comes up.

                       DOUG
             What, what what are you doing here?

                       ANN
             Yes, that's right.

                       DOUG
             Look at this.  Do you know what they're
             offering?  Look at this.  They treat us
             like we're their backyard.  Do you know
             what they're offering for three days to
             close down Main Street?

                       ANN
             What are they offering?

                       DOUG
             Ten thousand dollars.

                       ANN
             That's so beautiful...

                       DOUG
             I beg your pardon?

   Ann gestures at the script.

                       ANN
             "The mill grinds the grain, but the
             grain is not destroyed.  Although it is
             altered..."

                       DOUG
             Sure, but... ten thousand dollars.  Do
             you know what they... this movie is
             budgeted at fifty million dol...they're
             coming up here, offer us a meal...

   INT. MAYOR'S HOME - DAY

   The Mayor's Wife comes into the room.  Her hands are full of
   lists, giving instructions to a handyman.

                       SHERRY (MAYOR'S WIFE)
             The chairs go, the Lazyboy goes...

                       MAYOR
             ...not the Lazyboy...

   Cal, the policeman, enters, carrying an old spinning wheel.

                       CAL
             Hi, Sherry...

                       SHERRY
             ...put it in the living room.  And we
             have thirteen at the table.

                       MAYOR
             ...we don't have thirteen at table...

                       SHERRY
             Bob Barrenger, Claire Wellesley, the
             director...

                       MAYOR
             Waal, then, invite someone else, then...

                       SHERRY
             I don't want to invite someone else
             because this is the most exclusive...

                       MAYOR
             Waal, then, you know, you do whatever
             would make you happy.  Sher.  This is
             your party, and whatever...

   Doug enters.  Cal exits carrying a pinball machine.

                       CAL
             Hi Doug.

                       DOUG
             Cal.  I want a city council meeting.

                       MAYOR
             ...little woman has gone crazy about our
             dinner party... City Council?  What's
             the trouble?

                       DOUG
             Main Street.

                       MAYOR
                 (sighs)
             Doug, the traffic light...

                       DOUG
             Fuck the traffic light.  I'm talking
             about three percent of the adjusted
             gross of a Major Motion Picture.

   EXT. PARK - DAY

   Joe walks up.  Ann is standing there.

                       JOE
             Hi.

                       ANN
                 (simultaneously)
             What are you doing?
                 (pause)
             I love your script.

                       JOE
                 (simultaneously)
             They decided, I decided to, to...you
             love what?

                       ANN
             You're still here.

                       JOE
             I...I decided to give it another ch...

                       ANN
             I love your script.

   PAUSE

                       JOE
             What?

                       POSTMAN
                 (as he delivers mail to Ann)
             Mornin', Annie...

                       ANN
             See you at rehearsal tonight?

                       POSTMAN
             "In the name of justice, sir, I bid you
             pause; for she is our Queen..."

   Postman exits.

                       JOE
             In fact, in fact, in fact, I'm not sure
             if I'm giving them a second chance, or
             they're giving it to me.  That's the
             truth.  The truth's best, don't you
             think?

                       ANN
             You'd know better'n me.

                       JOE
             How can you say that?

                       ANN
             It's in your script...it's about getting
             a second chance.  Innit?  "You can go
             back..."

                       JOE
             I can?

                       ANN
             You bet your life.
                 (refers to script)
             "The mill wheel goes around...some times
             it's even under water -- then it rises
             up, as high as it can go..."

                       JOE
             But how do I...how do I do a film called
             "The Old Mill" when I don't have an old
             mill?

                       ANN
             Well, first, you got to change the
             title.

   INT. PROD. OFFICE - DAY

   Sign reads THREE DAYS till shoot.

   Walt is on the phone.  Covers the phone.  Crossed sticks on
   the wall, Walt plays with a shuffleboard discus.  Girl P.A.
   brings cup of coffee to Walt.  Her T-shirt reads: "DOES IT
   HAVE TO BE AN OLD MILL?"

                       WALT
                 (to A.D.)
             No, he doesn't want to work out with
             Waterford Huskies...Because he's Bob
             Barrenger...Call up his girl in Aspen,
             have 'em ship his weight...Yeah, well,
             fine, he's not gonna do the Pond scene
             unless he can work out.  Call up his
             girl in Aspen, and have her ship the
             weights out...

   Walt hangs up the phone.  Secretary enters with folders that
   she hands to Walt.

                       WALT (CONT'D)
             Who designed these costumes?  Who
             designed these costumes?  It looks like
             Edith Head puked and that puke designed
             these costumes.  Get Madge.

                       SECRETARY
                 (to A.D.)
             Your wife is on the phone.

                       WALT
             I have no wife.

   A P.A. comes in with a big bakery box.  They open it to show
   it is a huge loaf of bread, and on it is written, in bread,
   "Waterford Welcomes The Old Mill."

                       WALT (CONT'D)
                 (calling out)
             We need a new name for the movie. 
             Where's the writer?

                       UBERTO
                 (entering with storyboards)
             Wally, I got to takes out the window
             from the dog.  I can't shoot through...

   CAMERA MOVES on past the production board, where we see
   "Dinner With Mayor" in red.  And the costume designer comes
   up.

                       COSTUME DESIGNER
             ...Claire's got a problem.

                       UBERTO
             Wally, if I hafes a moment of your time,
             look at these storyboards.  THIS SHOOT,
             I can't shoot this shot, you want.

                       WALT
             Why?

                       UBERTO
             Because they gots a window with a dogs
             in it.  You want me to "push in."  Or
             can I lose the shot.

                       WALT
             No you can't lose the shot.  The meaning
             of the film is in that shot.

                       UBERTO
             But, Wally, the window of the firehut...

                       WALT
             I don't care.  Fix it.

   He goes into comfab with the costume designer.

                       WALT (CONT'D)
                 (of sketches)
             You show Claire these sketches?

                       COSTUME DESIGNER
             Yes.

                       WALT
             Did she throw up?

                       COSTUME DESIGNER
             That isn't very nice.

                       WALT
             Oh, really, then why don't you sue me in
             the World Court.  Did she like the
             costumes?

                       COSTUME DESIGNER
             I can't tell.

                       WALT
             Why not?

                       COSTUME DESIGNER
             She won't stop crying...

                       WALT
                 (to an A.D.)
             Find out when Marty Rossen's arriving,
             get him a bunch of Lilacs to send to the
             broad.

                       FIRST A.D.
             Towns out of Lilacs.

                       WALT
             You go in her room, take the Lilacs from
             the water, dry them.  Go buy some
             cellophane, wrap 'em up, and get a card
             from Marty.
                 (to costume designer)
             What's her problem?

                       COSTUME DESIGNER
             She doesn't want to bare her breasts.

                       WALT
             She doesn't want to bare her
             breasts...what, in the "nude scene?" 
             What are we paying her three mil for?

                       COSTUME DESIGNER
             She's got "religion."

                       WALT
             Her religion bars her from fulfilling
             her contr...
					  

   CAMERA FOLLOWS Walt to the sound of crying.  We HEAR CRYING
   from the next room.  Walt opens the door quietly.

                       WALT (CONT'D)
             Claire?...Claire?
                 (to Uberto)
             Just figure out how to take the shot. 
             Claire...Claire?  It's Wally.
                 (pause)
             May I come in?

   BEAT.  He motions his entourage to stand back.

   INT. PROD. OFFICE - WASH ROOM - CONTINUOUS

   He enters the room. CAMERA FOLLOWS.

                       WALT
                 (softly)
             What is it, Pal...?

   PAUSE.  Claire MUMBLES.

                       WALT (CONT'D)
             What...?

                       CLAIRE
             I can't do it, Walt.

                       WALT
             You can't do what?

                       CLAIRE
             It isn't right.  I can't...I...I know I
             si...I, they, I don't know if they told
             me it was in the con...

                       WALT
             Forget the contract.  Claire.  What is
             it?

                       CLAIRE
             I don't want to take my shirt off in
             that con...what are these things that
             they're asking of me...?  Wha...wha...
             wha... I try to be good.  The only thing
             I care about is...

                       WALT
             I know that...

                       CLAIRE
             Is...is the MOVIE!

   As they talk, the A.D.'s come in and hand him sheets to
   approve.

                       WALT
             I know that, Claire.  I, we all know...

                       CLAIRE
             Everybody, they, they, they treat me
             like a...

                       WALT
             ...no, they don't.

                       CLAIRE
             ...they treat me like a child.  I,
             I...to bare my body.

                       WALT
             Now, look.  Claire: Listen to me.
                 (he takes her hand in his)
             I want to tell you a story.

   The door to her room opens.  A P.A. brings in a bunch of
   Lilacs, hands them to Walt.

                       WALT (CONT'D)
             Fuck flowers, we aren't talking about
             flowers, we're talking about a human
             being.

                       CLAIRE
             I...I...

                       WALT
             Who are these from?

                       PROD. ASST.
             Marty.

                       WALT
             Well that's very thoughtful of him. 
             Elanora Duse...

                       CLAIRE
             ...I can't do it, Wally...

                       WALT
             Listen to me.  Elanora Duse was playing
             Hamlet in London in 1905, and Royalty
             could not get a ticket.  She said, "I'm
             not doing the seven shows a week I
             signed for."  She said, "I cannot bare
             my soul seven times a week.  I am an
             artist.  I'll do four shows a week."
                 (pause)
             The greatest actress of her time.  You
             know what her Producer said?

                       CLAIRE
                 (pause; softly)
             What?

                       WALT
             Nothing.  He held her and he wept. 
             Because he...

                       CLAIRE
             ...I...

                       WALT
             Because he understood.  That was her
             life's blood on the stage.

   Claire nods, breaks into sobs.

                       WALT (CONT'D)
             ...I know...I know...

                       CLAIRE
                 (pause)
             ...and, and, and did she?  And she did
             the seven shows?

                       WALT
             No, she didn't Claire.  But I think you
             should do the scene.

   Secretary comes in with memos and Walt deals with them while
   comforting Claire.  

   BEAT.  She sobs.  She shakes her head.  She brings herself
   under control.

                       CLAIRE
             Wally...

                       WALT
             I know, I know.

   He puts his arm around her, starts walking toward the door.

                       WALT (CONT'D)
             I know, it's the hardest thing in the
             world.  And it seems everybody wants...

                       CLAIRE
             Yes...

                       WALT
             ...wants a piece...

                       CLAIRE
             Yes...

                       WALT
             And you know what?

                       CLAIRE
             We, we have to give it.

                       WALT
                 (nods)
             ...and my heart goes out to you, because
             I know...
					  
				  
   INT. PROD. OFFICE - BACK ROOM - DAY

   He opens the door.  We HEAR the First A.D. and the Costume
   Designer chatting outside the door as they walk out.

                       WALT
             That, that's your life's blood on the
             st...

                       FIRST A.D.
             I don't know what she's bitching about,
             she's flashed her tits in the last five
             movies, she'd bare her breasts to do
             voice over.

   CAMERA FOLLOWS the two out.  A tableau of the four of them. 
   The First A.D. drinking coffee, sees he has been overheard.  

   BEAT

   Claire starts soundlessly heaving, sobbing.  She goes "Oh!"
   as if she has just been hit in the stomach, falls back into
   the room, closes the door.  Sobbing sounds emanate.

                       FIRST A.D. (CONT'D)
             I...

                       WALT
             Get Mitch Cohn on the phone in New York,
             tell him she's breaking her contract and
             we're very up...

                       FIRST A.D.
             I...

                       WALT
             We're very upset with her.  Get someone
             to double for her, her tits, the tits
             scene.  Call L.A.  I want to see some
             pictures of the women's tits.  Of their
             tits.

                       FIRST A.D.
             I'm very sorry I...

                       WALT
             You're very sorry, you passive
             aggressive, son-of-a-bitch!  Can we
             replace him?

                       BILL
             We start shooting in three days.

                       COSTUME DESIGNER
             You want to see the fireman's costumes? 
             Cause I found this Moleskin for the
             collar, it's not black, but it looks
             black...  it's not brown, but...

                       SECRETARY
             Marty Rossen's touched down.

   EXT. PARK BENCH - DAY

   Ann and Joe sit on a bench.  He is looking at her as she
   finishes the script.  Tears in her eyes.  She closes the
   cover.

                       JOE
                 (beat)
             What I need to say...

                       ANN
             Yes...

                       JOE
             About conflict...

                       ANN
             That's why you didn't want to take the
             Mill out...you've...

                       JOE
             ...the, the, the symbol of the fire...

                       ANN
             The Firehouse...

                       JOE
             I...

                       ANN
             But but but but but it's better
             without...

                       JOE
             How...?

                       ANN
             Wait wait wait wait wait he get's a
             second chance, do you see?  And you get
             a second chance!

                       JOE
             No, I don't...

                       ANN
                 (as she holds the script)
             He doesn't go back to the mill, he gets
             a second chance to go back to the
             firehouse...

   Joe takes off one pair of glasses and changes them for
   another.

                       ANN (CONT'D)
             You don't need the Mill.  This is what 
                 (she gestures at the script)
             you see: this is what you are.  This is
             what the script is saying...
                 (a person walks by)
             Hi, Emma, see you tonight?

   Emma waves and nods.

                       ANN (CONT'D)
             This is, look:
                 (to Emma)
             Go you Huskies.
                 (to Joe)
             ...what I see you saying, is: you have
             the two elements, Fire and Water.  The
             Firehouse, and the Old Mill...do you
             know, you could...

                       JOE
             What are you doing tonight?

                       ANN
             Me?

                       JOE
             Yes.

   Joe and Ann walk down the street.  As they do so they are
   passed by the airport van.

                       ANN
             Tonight, tonight, I...I have play
             practice...

                       JOE
             ...oh...oh.  Well.  That's very
             important.



   EXT. HOTEL STEPS - DAY

   Walt and the A.D. come down the steps to meet the arriving
   airport van.  It stops.  MARTY ROSSEN gets out.  Walt hands
   his bags to a P.A.

                       WALT
             Marteleh, vos macht a yid...?

   He hands Marty the breadloaf.  Marty takes a bite.

                       MARTY
             You cool the broad out?

                       WALT
             I left that for you.

                       MARTY
             That's thoughtful.
                 (of the bread)
             Ziz good, you try this?

   As they speak, a P.A. is unloading Marty's high-end luggage
   from the van.

                       WALT
             Oh yeah, I'm really gonna eat
             carbohydrates.

                       MARTY
                 (of the town)
             What'd you do, build this...?

                       WALT
             How was your flight?

                       MARTY
             We're flying over pigs, we're flying
             over sheep...

                       WALT
             Did you bring Bob's weights

                       MARTY
             They're coming Fed Ex.

                       WALT
                 (of the bags)
             What's in all the bags?

                       MARTY
             My undies, cause, you can't get this
             picture off on time I'm gonna wet
             myself.

                       WALT
             I'm gonna bring it off.

                       MARTY
             55 days and I take home the camera.  I
             got an idea for a product placement...

   They start up the stairs when Doc Wilson walks by.  Girl on a
   scooter scooting the other way, her arm in a cast.  Marty and
   Walt turn back to watch on the steps, under the awning.

   Carla walks through carrying food bags.

                       DOC WILSON
             Hiya Sally...

                       GIRL ON A SCOOTER
             Hiya Doc...

                       DOC WILSON
             How's the arm?

                       GIRL ON A SCOOTER
             Still itchin'.

                       DOC WILSON
             Good!  A sign it's getting well.

                       MARTY
                 (of scene)
             Stop...

                       WALT
             That's what I said.

                       MARTY
             How are you getting on with these fine
             people?

                       WALT
             Like dykes and dogs.

   INT. BOB'S ROOM - DAY

   Bob is doing Tai Chi.  Knock on the door.  He goes to open
   it.  Carla is bringing him his dinner.

                       BOB
             Yeah.  Come in.

   She comes in.

                       BOB (CONT'D)
             I'm just...

   She puts his dinner down on the coffee table.  He takes out
   money from his pants to pay her.

                       CARLA
             The prices are going up.

                       BOB
             But, that's the way of the world, huh? 
             Everybody's gotta eat.  Way of the
             world.

   He sits before his dinner, hands her some money.  Remembers
   himself.

                       BOB (CONT'D)
             Well, I'm pretty impolite.  Would you
             like some?

                       CARLA
             I don't eat vegetables.

                       BOB
             Well, I can offer you something to
             drink?

                       CARLA
             Sure, what have you got?

                       BOB
             What do you drink?

                       CARLA
             Bourbon and milk.

                       BOB
             How old are you?

   Carla WHISPERS her age to him.  He makes her a drink out of
   his fridge, hands it to her.

                       BOB (CONT'D)
             Then I hope you wouldn't tell anyone I
             gave you this.

                       CARLA
             I wouldn't tell anyone anything that
             happened between me and somebody who was
             my friend.

   PAUSE

                       BOB
             Nice town that you've got here.

                       CARLA
             You want to see it better, we could go
             out on the roof.

                       BOB
             ...wouldn't that be dangerous?

                       CARLA
             ...not if you've got something to hold
             on to.

   EXT. MAIN STREET - DUSK

   Joe is walking down the street.  A script in his hand,
   scribbling.  Uberto walks next to him.

                       UBERTO
             Because if you cannot tells me what is
             it, how I, how does I take a pictures of
             it?  Wally wants me, push in through the
             weendow...

   Joe, as he is scribbling in the script.

                       JOE
             Yeah, no, can I...if you'd excuse me,
             I've just got to...

   He walks away and the CAMERA takes him into a backyard, by a
   bunch of clotheslines.  His glasses fall apart as he changes
   them.  He looks up as the wind blows the sheet.

   He sees Ann, sitting on the backstairs of what, as we draw
   closer, we see is the playhouse.  In back of her we see the
   "Trials of the Heart" flats, seen from the back.

   ANGLE JOE'S POV

                       ANN
             Hello.

                       JOE
             I thought you had Play Practice.

                       ANN
             Don't look good for "Trial of the
             Heart."

                       JOE
             Well, then, it don't look good for the
             Huskies...

                       ANN
             That's for sure.

   They walk down the street.  As they walk down the street, the
   dog comes over and Annie throws him his bone over her
   shoulder.

                       JOE
             What happened?

                       ANN
             Cast stood me up.

                       JOE
             Uh huh.

                       ANN
             They're all preparing for the auditions -
             your movie.

   He gets an idea, and trades glasses, one pair for the other. 
   He kneels.

                       ANN (CONT'D)
             "Rise, one need not bend the knee before
             the throne of justice."

                       JOE
             What?

                       ANN
             What are you doing down there?

                       JOE
             My glasses fell apart.  I lost the...

                       ANN
             ...lost the screw...

                       JOE
             You got a paperclip?

   A little kid is walking by, carrying a fishing rod.

                       LITTLE KID
             Evening, Annie.

                       ANN
             Evenin', sweetheart.

                       LITTLE KID
             Go you Huskies.

                       ANN
             You said it.

                       JOE
             You like kids?

                       ANN
             Never saw the point of 'em.

                       JOE
             Me, too.  You have a paperclip?

                       ANN
             Paperclip?

                       JOE
             Fix my glasses.

                       ANN
             Better idea.

   She ducks under the sheet hanging by the door, she and Joe
   come upon the fishergirl, who is standing by the bank about
   to make a cast.

   We see Annie take some leader from the little girl and burn
   one end to make a hinge.

                       JOE
             Gonna be good as new.

                       ANN
             Better'n new, cause it's got a story. 
             Want to do the other part?

   Joe takes the hinge, and a match and tries to fix the hinge,
   and burns his finger.

                       JOE
             Ow.

   He grabs for the nearest object.  PAUSE.

                       ANN
             What?

   Joe shows her.

                       ANN (CONT'D)
             Y'know what you got there?  You got a
             fishhook in your finger.

   EXT. BOOKSTORE - DUSK

   Doug standing, holding a bunch of flowers.  The A.D. walks
   by.  Looks in the window.

                       FIRST A.D.
             I'm looking for the writer.

                       DOUG
             What the hell are you so down about?

                       FIRST A.D.
                 (pause)
             My wife's going to have a baby.

                       DOUG
             How about that.

                       FIRST A.D.
             Mmmm.
                 (pause)
             You have children?

                       DOUG
             No.
                 (pause)
             No, but we're planning to.

                       FIRST A.D.
                 (pause)
             Could you tell me where a fellow goes to
             get a drink in this town?

                       DOUG
             Yes.

   INT. WALT'S HOTEL ROOM - NIGHT

   Marty and Walt et al studying various documents.  Claire
   sitting there.

                       MARTY
             I want to tell you something, Wally,
             he's a pussycat. 
             My thing is to see everybody does what
             they said they would and I have to do
             that.  Now: what is this you want Eight
             hundred Thousand Dollars to do what
             you're being paid to, you already signed
             you'd do...?
                 (pause)
             What is that?

                       CLAIRE
             I think I should talk to my agent,
             Marty, you and I should, we should
             really not discuss...

                       MARTY
             Who is her agent?

                       BILL
             Mitch Cohn...

                       CLAIRE
             He's...

                       MARTY
             Get him on the phone.

                       CLAIRE
             He's on the Island, he'll be back on...

                       MARTY
             Get him on the...

   Claire starts back to her room.

                       MARTY (CONT'D)
             I want you to hear this.

                       CLAIRE
             I really think that business...matters
             should be discussed between you t...

                       MARTY
             Well, I'm going to discuss 'em between
             you, babe, cause it's your idea, and you
             think you're going to sign to do a, then
             hold us up in the wilds sweetheart, you
             are in error...

   Bill hands him the phone.

                       BILL
             He's on the ph...

                       MARTY
                 (takes phone)
             Mitch, th'Marty Rossen, I'm here in...

                       BILL
             Wat...

                       MARTY
             I'm somewhere in the, I'm on location
             eh: This...well I'm going to solve it
             here, or this Bimbo you sent me's going
             to be doing a fuckin' donkey act in
             Akron, I'm talking about Restraint of
             Trade, Breach of...IT'S VERY SIMPLE...!

   Joe enters.  His finger BANDAGED.

                       JOE
                 (tentatively)
             Hi!

                       MARTY
             Her tits!  Her tits!  How, that she
             signed IN HER CONTRACT, we hired her
             'cause of ten years at the Actors
             Studio?  The way she played Medea?  Her
             last two pictures laid there on the
             screen like my first wife...

                       CLAIRE
                 (starts to cry)
             You have no right to...

                       MARTY
             Cool it babe, you started this...

                       JOE
             What's the...

                       WALT
             Where have you been?

                       MARTY
                 (on phone)
             You tell me: you tell me now, I've got
             to shoot on Wednesday and I will not pay
             your Blood Money and P.S., pal, I put
             the word out on the street and Betty
             Boop can look for work in
             squigglevision.

   Claire starts to get up.

                       MARTY (CONT'D)
             Siddown!

                       JOE
             I really don't think you should be
             talking this way to a lady.

                       MARTY
             ...would you excuse me, please...

                       CLAIRE
             You can't treat me like this.  I'm not a
             child!

                       JOE
             She's absolutely r...

                       CLAIRE
             I'm not a child.  I have feelings...
             Don't you...don't, don't...don't...

   Claire exits, crying.

                       MARTY
                 (his suitcase next to him -
                  into phone)
             Well, you call him, and call me back,
             but this is it, pal.  You fuck with me,
             and I'm going to tear out your heart and
             piss on your lungs through the hole in
             your chest.  And the best to Marion...
                 (beat; hangs up; to Joe)
             Where have you been?

                       JOE
             I...

                       MARTY
             He says they're looking for you all day,
             you're on salary, he needs pages, what
             are you, you been 'haying?' Now:

                       WALT
             Marty...

                       MARTY
             Later for that, Walt, let's get this: we
             need the "pages" for the new "Old
             Mill"... alright?  We need a new title,
             we need a...

                       BILL
             Rewrites that Bob Barrenger requested...
             the "dead horse scene," the...

                       MARTY
             Whatever it is.  Go do it.  How you
             doing on the permit?

                       WALT
             It's just a formality.

                       MARTY
             That's why I want it.
                 (to Joe)
             Type it up and get it back to me in...

                       JOE
             I can't.

                       WALT
             Why?

                       MARTY
             You can't write it?

                       JOE
             I can write it.  I can't type it.

                       WALT
             Why?

                       JOE
             I hurt my fingers.

                       WALT
             Get a typist.  Get'im a typist.  Get
             outta here.

   Joe exits.  They turn to survey the board.

                       MARTY
             Eight-hundred grand to show her tits...

                       WALT
             Pay her.

                       MARTY
             I don't got the money.

                       WALT
             Find the money.

                       MARTY
             I got a company...give us a million
             dollars, put their product in the film.

                       WALT
                 (looking at a paper Marty hands
                  him)
             No no no no no no no no find me the
             money...


   INT. JOE'S ROOM - NIGHT

   Joe takes out paper, looks around.  Sighs.  Picks up phone,
   calls back.

                       JOE
                 (into phone)
             This is Joe White... in six ten, they're
             sending up a typist?

   He takes out a sheet of foolscap and a pencil.  Starts to
   write.  A knock at the door.

                       JOE (CONT'D)
                 (into phone)
             Okay, I thank you.  It's here.

   He hangs up the phone, goes to the door, opens it.  It is
   Claire.

                       CLAIRE
             You said, "You can't talk that way to a
             lady..."  You stood up for me.
                 (beat)
             What do you have to drink?

   She looks around, sees a gift basket containing a bottle of
   Stolichnaya and a box of matzoh, wrapped with a "Welcome
   Back" ribbon.

                       CLAIRE (CONT'D)
             Matzoh!  Are you Jewish?

                       JOE
             I, actually, yes.

                       CLAIRE
             I love Jewish men.

                       JOE
             Why?

                       CLAIRE
             You know...where's your bathroom?

   She goes into the bathroom.

                       JOE
             You liked the script, huh...?

   EXT. MAIN STREET - NIGHT

   Ann Black sitting on the park bench, holding the lure.

                       DOUG
                 (still carrying bouquet of
                  flowers)
             Where have you been?

   He gives her the bouquet.

                       ANN
             Hi!

                       DOUG
             We had a date.

                       ANN
             We did...?

                       DOUG
             Where have you been?

                       ANN
             I've been thinking.

                       DOUG
             Where have you been, we had a date for
             three...where have you been...?

                       ANN
             I have to tell you something...

                       DOUG
             Well, I know, because they told me you
             were with that writer from the, you see,
             this is what I mean, the whole town has
             been warped by the, by the, by the
             presence of the movie company, they
             holler, and we jump, you have a date,
             they call, you're doing business nine
             o'clock at night.  It isn't...

                       ANN
             I wasn't doing business...

                       DOUG
             Oh.  What were you doing, then, that's
             so important that you shouldn't call
             your fian...

                       ANN
             It's all over between us, Doug, I'm
             sorry, but that's the truth.  I've found
             someone else, and, it's very serious and
             it's the end.  I'm sorry.
                 (pause)
             It isn't you, j...

                       DOUG
             Wai...It's so serious you couldn't call
             to tell me you'd be...what...?  What did
             you say...?

                       ANN
             It's all over between us.
                 (pause)
             I've found someone else.

                       DOUG
                 (pause)
             Let me review here: You're...what are
             you...you've...it's all over between us?

                       ANN
             I'm sorry.

                       DOUG
             Who is this person that you've found?

                       ANN
                 (pause)
             He works on the movie.

                       DOUG
             No.  Don't tell me that.

                       ANN
             I'm sorry.

                       DOUG
             Why, you whore!

   Doug starts to cry.  First A.D. shows up.

                       FIRST A.D.
             Can you type?

                       ANN
             Never admit you can type.

                       FIRST A.D.
             If you can type, they need you over at
             the hotel.
					  
					  
   INT. JOE'S ROOM - NIGHT

   Joe is standing by the side of the bed, holding Claire's
   clothes, trying to induce her to put them on.  She is sitting
   on the side of the bed, naked.

                       JOE
             Look.

                       CLAIRE
             I feel so close to you...

                       JOE
             Look, look, I like you very much...

                       CLAIRE
             I like you, too.

                       JOE
             But not that way...

                       CLAIRE
             But we...

                       JOE
             Look, look there's someone else...

   Sound of a KNOCK at the door.

                       JOE (CONT'D)
             Great.  Who is it?

                       ANN (O.S.)
             "Room Service!"

                       JOE
                 (to Claire)
             Would you go in...

   He gestures to the bathroom, he hands her her clothes.

                       JOE (CONT'D)
             Would you put on your cl...
                 (to door)
             Just leave it outside

                       ANN
             You have to sign for it.

   INT. HALL - NIGHT

   Ann hurriedly arranging the flowers in the "platen" of the
   typewriter.  From inside the room we hear Joe's voice:
   "Alright, one moment!"  He opens the door.

                       ANN
             I'm gonna be your typist for this
             evening.

                       JOE
             Oh, G-d...

                       ANN
             And here's some hydrogen peroxide...

                       JOE
             I don't drink.

                       ANN
             It's for your finger.

                       JOE
             One moment.

   He closes the door.

   INT. JOE'S ROOM - CONTINUOUS

   Claire is still sitting on the bed, has a lit cigarette. 
   Poured herself a drink.  Joe goes over to her, thrusts her
   clothes on the floor.

                       JOE
             You have to hide.

                       CLAIRE
             Who is that?

                       JOE
             That's my...

                       CLAIRE
             Oh.

                       JOE
             Will you help me out...?

                       CLAIRE
             I...

   Joe hustles back to the door.  Opens the door.  Ann is still
   standing there with the typewriter.

                       JOE
             Hi.

                       ANN
             You going to ask me in?

   Joe looks back over his shoulder.

                       ANN (CONT'D)
             Thought you might like this.

   She hands him a bouquet.

                       JOE
                 (takes flowers)
             Thank you.

                       ANN
             Read the card.

                       JOE
                 (reading card)
             "To the love of my life, Love, Doug."

                       ANN
             The other side.

                       JOE
             Oh.

   He turns the card over.

                       ANN
             Don't you think you should put them in
             water.

                       JOE
             Why?

                       ANN
             ...because if you don't, they die.

   She goes into the bathroom, fills up the vase.  Comes out.

                       ANN (CONT'D)
             Shouldn't we start?

   PAUSE

                       JOE
             Start?  This isn't a good time.

                       ANN
             Oh.  That's alright.  Then I'll come
             back at a better time.  What would be a
             better time.

                       JOE
             Later on.

                       ANN
             Then I'll come back, then.

                       JOE
             You, um, you, um, you going out with
             your fiance?

                       ANN
             No, I just broke up with him.  I'll see
             you tomorrow.

   She starts to exit.

   INT. TAVERN INN HALLWAY - NIGHT

   Ann digs in pocket, takes out the lure we previously saw in
   Joe's finger.  She re-enters the room.

                       ANN
             It occurred to me, you'd wanna have
             this: sort of a memento of our...

   ANGLE ON ROOM

   Claire is standing there, basically naked.  PAUSE.

                       CLAIRE
             Hi.  I hope I'm not disturbing...

                       JOE
             She came in here, wait, she...I was
             giving her a massage...wait...wait!  She
             came in here...she...
                 (to Claire)
             ...with respect...she took off her
             clothes, and she got in bed, I told her
             I could not -- we don't know each other,
             you see...

                       CLAIRE
             We had a script conference.

                       JOE
             I told her thank you very much, but it
             was inconvenient because, uh, because...

                       ANN
             You can do it.

                       JOE
             Because I'd met someone else.

                       ANN
                 (very simply)
             Oh, okay.

                       JOE
             You believe that?

                       ANN
             I do if you do.

   PAUSE

                       JOE
             But it's absurd.

                       ANN
             So is our electoral process.  But we
             still vote.

                       JOE
             Do you truly believe the electoral
             process is absurd?

                       ANN
             I used to go out with a politician.

                       JOE
             You used to go out with him, you broke
             up with him?

                       ANN
             Sure did.

                       JOE
             Why?

                       ANN
             Time for a change.  Keep your margins
             straight.

                       JOE
             Yes.

                       ANN
             Go you Huskies!

   INT. HALL - NIGHT

   Ann puts down the typewriter and types into it, "The truth
   may not always set you free, but it is always the truth -
   Joseph Turner White, 'Anguish.'"  She affixes the lure to it
   and leaves them on the typewriter.  She starts down the hall,
   humming.  Behind her we see the door to Bob Barrenger's room
   open.  Bob comes out, looks down the hall.  The coast is
   clear.  Carla comes out.  They kiss chastely, say goodnight. 
   She starts down the hall, humming.


   EXT. MAYOR'S PORCH - DAY

   The postman walk sup.  We see two workmen putting up a sign
   over the door '1835.'  One has a copy of "The Hollywood
   Reporter" in his back pocket.

                       MAYOR
             And don't you worry about that permit...

                       MARTY
             Why, that's right fine...

                       POSTMAN
             Mornin' George.

                       MAYOR
             Hey, Chunky.
                 (to Marty)
             Well, we're glad to have you here.  My
             wife, Sherry, SHER, YOUR BROTHER'S HERE.
                 (to Marty)
             We're having a party, matofact, Tuesday
             night, for Walt and Bob Barrenger...

                       MARTY
             Mmm....

                       MAYOR
             Havin' 'em over, home-cooked meal, if
             you'd...

                       MAYOR (CONT'D)
             Well, I'd be awfully...

   A paint truck pulls up outside the Mayor's house.  Painters
   come out.  Sherry comes outside the house.

                       SHERRY
             Where the hell have you been?  It's...

                       MAYOR
             Sherry, this...

                       POSTMAN
                 (come back out of house with
                  cup of coffee)
             Mornin' Sherry.

                       SHERRY
             It's a quarter after nine, I've been on
             the phone to...

                       PAINTER
             Morning, Mrs. Baily, Mista Bailey...

   He and his assistant go into the house with wallpaper.

                       SHERRY
             I've got two days to get this house...

                       MAYOR
             Dear, this is Mr. Rossen, he is the
             producer.

                       SHERRY
             I am so glad to meet you.  We are so
             glad to have you here, and welcome you
             to our...I, you know, they had c... I'm,
             yearly I redecorate our, to restore it
             to the, 1835...

                       MARTY
             What is that?

                       SHERRY
             The house, the 1835.  The original
             kitchen, of course, burned in 1960, as
             part of a spate of fires...

                       MARTY
             It's lovely.

                       SHERRY
             A spate of suspicious fires which were
             in fact the inspiration for the
             formation of the Waterford Huskies.

                       MARTY
             My oh my.

                       SHERRY
             I'm...Tuesday evening we're having an
             informal dinner, I didn't know you'd be
             'on set,' but if you'd like to join
             your...

   Doug comes up the walk, a bit rabid.

                       DOUG
             I have to talk to you.

                       MAYOR
             Doug, this is Mr...

                       SHERRY
             Oh, how thoughtless of me.  Would you
             like a cup of tea...

   Sherry disappears into the house.

                       MAYOR
             ...he's the producer of the movie.

                       DOUG
                 (to Marty)
             I want you to hear this, pal...
                 (consults notebook)
             Forget the overages, forget Ten Thousand
             Dollars, for three days to two weeks. 
             You know what it would cost for them to
             build this set?
                 (pause)
             Two Million Dollars!  Now:

                       MAYOR
             Doug...

                       DOUG
             Now:  The Waterford Merchant's
             Association, of who I am Council...

   In the B.G. we see Sherry and the painter.

                       SHERRY
             Don't tell me you're out of Wallpaper.

                       PAINTER
             I told you, we could have it by
             Wednesday...

                       SHERRY
             Wednesday, don't tell me Wednesday, the
             biggest grossing box office star in the
             world is coming for dinner Tuesday...

                       PAINTER
             Waal, if you ordered something common...

                       SHERRY
             Something common?  I'm going to give you
             something common.  I'm going to give you
             an injunction, is what I...Mister Mayor.

                       DOUG
             Huh.  Well, the Waterford Merchant's
             Association demands, through me as their
             council, five percent of the profits of
             the movie, as figured by and...
                 (checks his notebook)
             geared to the most favorable definition
             of profits of either A) the Producer...

   From INSIDE THE HOUSE, we hear the Mayor's wife screaming. 
   Mayor runs inside, Doug and Marty follow.

                       DOUG (CONT'D)
             Why, you little sheeny...

   INT. COFFEE CORNER - DAY

   Geezers are at the front table in the window.  Carla's
   father, JACK, behind the counter trying to assemble an
   espresso machine, reading from the instructions.

                       MORRIS
             "Assembly of Death" did 95 million
             dollars the first weekend.

                       SPUD
             Yeaup, but those grosses are inflated.

                       MORRIS
             You think so?

                       SPUD
             Waal, what was the per-screen
             average...?

   Joe enters and exchanges greetings with the locals.  He
   changes his glasses and takes out a notebook.  He is shaking
   his head as he does so...

                       JOE
             Cuppa coffee, and a...

                       JACK
             With you inna moment.  I'm a little
             short-handed.

                       MORRIS
             Where's Carla?

   Ann enters.

                       SPUD
             Hiya, Annie...

   A crowd has gathered around the table as he tells the story.

                       MORRIS
             Annie, sorry I ain't been to a meetin'
             of the Drama Club...

   Ann shows a sniped "canceled" poster of her play.

                       MORRIS (CONT'D)
             Oh, good...

   He resumes talking to his companion.

                       ANN
             Good morning to you...whatsa matter?

                       JOE
             I can't get it to come out right.

                       ANN
             What's the scene...

                       JOE
             It used to be the Old Mill.

                       ANN
             What've you got?

                       JOE
             They meet on Main Street.  Her horse has
             just died.  He's coming from the fire.

   He shuffles through his pages, he goes in his pocket for a
   note, he brings out the old lure.  He smiles at her, she
   smiles back.

                       JACK (O.S.)
             Annie, you want something to eat?

                       ANN
             What's the scene about...?

                       JOE
             It's good to see you, too...

                       JACK
             Annie?

                       ANN
             What about...what about...it's so
             presumptuous of me, to be, to be telling
             you how to wr...

                       JOE
             Please...

                       ANN
             How about, he sees her on the street, he
             wipes the soot from his eyes.  He goes
             up to her.  "What happened to the
             horse?"  She looks at him.  She takes
             his hand...

   She takes Joe's hand, and he winces.

                       JOE
             Ah, ah, ah...

                       ANN
             I hurt you?

                       MORRIS
             What happened to his finger?

                       ANN
             It was burnt.

                       MORRIS
             Mmm.

                       ANN
             And then it was really hurt.

                       JOE
             Ah, ah, ah.  That's what she says,
             that's what she says.  He says, "Sister,
             I've come from a fire..."  But she, but
             she, she says it was not the fire which
             hurt you...it...

                       MORRIS
             ...how was it hurt?

                       ANN
             ...he stuck a fishhook in it.
                 (Morris nods)

                       JOE
             She realizes -- it was not the fire
             which hurt him...that the true hurt was
             her.  Was her...

                       ANN
             ...yes.

                       JOE
             ...her unbridled sexuality.  That he...

                       ANN
             ...yes.

                       JOE
             Has been wounded by her heat...by her
             infidelities...

                       JACK
             Anybody here seen Carla?

                       JOE
             Because, because, because if it's about
             purity, it's...it's...and then, then,
             you don't need the nude scene.

                       ANN
             Because it's about purity...

                       JOE
             That's...that's exactly what it's about. 
             Take...

                       ANN
             That's right...

                       JOE
             ...take any two people...

                       JACK
             ...anybody seen my daughter...?

                       JOE
             ...take you and me...

   He runs out.

   INT. WALT'S OFFICE - DAY

   Uberto looking at storyboards and spinning the discuss and
   shaking his head.

   Walt on the phone.  First A.D. shows up.

                       WALT
                 (on phone)
             ...the finest people you could ever hope
             to work with...
                 (to First A.D.)
             You have the new Old Mill pages?

                       FIRST A.D.
             I can't find the writer.

                       WALT
                 (on phone)
             ...totally false...totally false.  He is
             the, I would say the most responsible
             human being I have ever...

                       FIRST A.D.
             I have to talk to you.  My wife...

                       WALT
             Not now.

                       FIRST A.D.
             My wife is going to have a baby, and...

                       WALT
             Oh, that's great.  Let's bring more
             people into this overcrowded world.

   Girl P.A. walks through the b.g. in "Does it have to be an
   Old Mill?" T-shirt.

                       WALT (CONT'D)
             Take it off.  Take that stupid fucking
             shirt off right now.
                 (into phone)
             Well, if I had to say one thing, I would
             say it's purity.

   Claire shows up, dressed in traveling clothes, her luggage
   behind her, followed by production assistant.

                       WALT (CONT'D)
                 (to P.A.)
             Not now, I'm talking to the press. 
             Claire!

                       CLAIRE
             What?  I have a five-o'clock plane to
             catch.

                       WALT
             I, uh...
                 (into phone)
             I've always thought so...
                 (beat)
             Well, you just get an idea, and try to
             find the best way to express it in
             pictorial form.
                 (to Claire)
             I've written a letter to the studio and
             to SAG protesting...
                 (opens door)
             Bill: get a copy of that letter...!
                 (closes door)
             I just wanted to tell you that I am past
             chagrined, I'm mortified at the way you
             were spoken to...

                       CLAIRE
             I...

                       WALT
             An artist of your caliber...

                       CLAIRE
             I'm only trying to...

                       WALT
             I know what you are, I am so sorry that
             you...when I read that script I said
             there's only one person to play that
             part.

                       CLAIRE
             The minute I read that script I said...

                       WALT
             I know...

                       CLAIRE
             ...she works with animals, she...

                       WALT
             ...yes...

                       CLAIRE
             ...she has a home...

                       WALT
             ...I know, I'm so...because I said: yes,
             a woman who...the...the community
             respects her.
                 (beat)
             Please don't go.
                 (pause)
             Please don't go.  What can I do but
             beseech you...?  Trauma, toil...when are
             we free of them...?
                 (pause)
             When...?

                       CLAIRE
             He treated me as if I were a child...

                       WALT
             Claire:
                 (pause)
             As an interpretive artist to a creative
             artist:
                 (pause)
             Stay with me.
                 (pause)
             I need you.
                 (pause)
             We start to shoot tomorrow and then it
             belongs to us.  Stay.
                 (pause)
             Stay.  Tonight...when...
                 (gestures outside)
             When they've gone.  Let's talk.  Let's
             really talk.  We could, we'll have
             dinner, we'll...a bottle of some bad red
             wine, we'll get spaghetti, and we'll...

                       CLAIRE
             I'm sorry, Walt -- it's gone beyond
             that.

   Claire exits.

                       WALT
                 (into phone)
             Well, I've enjoyed it, too.  Any...
             any...any time...
                 (hangs up the phone)
             What does the woman want from life?

                       MARTY
             She wants eight-hundred thousand dollars
             to show her tits.

                       WALT
             Pay her off.

                       MARTY
             We don't have the money.

                       WALT
             Find it.

                       MARTY
             If you do the product placement...

                       WALT
             It's a computer company...IT'S A
             COMPUTER COMPANY - BAZOOMER-COM?!

                       MARTY
             "Bazoomer dot com."

                       WALT
             I can't put a computer in a movie shot
             in 1895...you wanna tell me how I'm
             gonna do that?

                       MARTY
             Actually, the art department had some
             ideas on...

                       WALT
             NO NO NO NO NO, PAY HER OFF.  DID YOU
             HEAR ME?!

                       MARTY
                 (picks up the phone and dials)
             Gimme Howie Gold.  Howie?  Thizz...I
             neee... I NEED EIGHT-HUNDRED GRAND. 
             I...I don't care where it comes from.
                 (to Walt)
             It comes out of our end.
                 (Walt gestures do it)
             I...I need...JUST GET ME THE MONEY.  I
             JUST GET ME THE GODDAMN MONEY...Look:

   Joe barges in.

                       JOE
             She doesn't show her tits!!! She doesn't
             show her tits.  The breasts symbolize
             motherhood, the audience...

                       MARTY
             The breasts symbolize motherhood...
					  
					  
   INT. WALT'S OFFICE - DAY

   Joe holding forth to Bill, Walt and Marty.  Joe consults his
   notes, changes his glasses, reads on:

                       JOE
             The movie's about purity.  So we don't
             show her breasts.  We show them to him. 
             She keeps her back to the camera.

                       WALT
             ...she keeps her back to the camera?

                       BILL
             It'll hurt the box-office.

                       JOE
             They know what her tits look like.

                       WALT
             Know?  They could draw them from memory. 
             You're fantastic.  What a find you are. 
             Get outta here.  We need the Dead Horse
             scene.

                       JOE
             I'm gonna nail it.

                       WALT
             I know you are.  Go you Huskies.

   Joe exits.  We see the notation, "Dinner at the Mayor's
   House."

   We see Marty walk up to a P.A. in the next room.  The P.A.
   hands Marty a slip of paper.  Walt goes to them.

                       MARTY
             We got the permit.

                       WALT
             Is that one hell of a kid?

                       MARTY
             He just saved us eight-hundred thousand
             bucks.

                       WALT
             He's got a gift for fiction.

                       MARTY
             We got to do something nice for him.

   He takes out his cardcase.

                       MARTY (CONT'D)
             Gimme a pencil.  Get him a bottle
             of...get him some maple syrup.  Stick
             this card on it, and put it in his room.

                       PROD. ASST.
             Maple syrup.

   Marty writes on the card.

                       MARTY
             Yeah.

   ANGLE ON CARD

   It reads: "Your gift for fiction everything sweet."

   ANGLE ON WALT

   As he walks back into the other room, holding the permit.

                       MARTY (CONT'D)
                 (in b.g. as he takes back the
                  card)
             Hold on, I wanna add to that.

   We see him take the card, write "Over" on it and draw an
   arrow.
			


   EXT. MAIN STREET - NIGHT

   Joe, happy as a clam, sauntering down the street.  Smoking a
   huge cigar.  He passes two old codgers, Morris and Spud.

                       SPUD
             You see where Tom Miller's playin' the
             Old Farmer?

                       MORRIS
             He's been playin' Old Farmer nigh on
             sixty years.

                       SPUD
             I read for that part.  Did pretty good,
             too.

                       MORRIS
             Bet you did.

                       SPUD
             But I couldn't r'member all the words. 
             Ast them would they gimme a second
             chance.

                       MORRIS
             Ain't no second chances in life.

                       SPUD
             Zat true?

                       MORRIS
             Only second chance we git, z'ta make the
             same mistake twice...

   ANGLE ON

   Joe, as he nods to himself, takes out a pad, starts to jot a
   note, fumbles with his glasses.  Joe saunters on, writing, we
   hear the beeping from the traffic light.  Joe hears a
   screeching of tires.

   He looks up, a film station wagon comes barreling around the
   corner, hits the pothole, goes out of control, careens, turns
   over, knocks down the control box of the traffic light.

   Joe holds a beat, runs over to the car, to driver's side.
   Battered driver, bleeding, upside down.  Joe drags him from
   the car.  It is Bob Barrenger.

                       BOB
             Get the...

                       JOE
             Are you al...?

   Barrenger points to the other side.  Joe looks.

   ANGLE POV

   Carla is the passenger, she is dazed but unhurt.

   ANGLE ON 

   The car.

                       BOB
             We gotta get her out of here.

   Carla has extracted herself from the wreck, stands, woozily,
   on the sidewalk.

                       BOB (CONT'D)
                 (to Carla)
             Are you alright?

                       CARLA
                 (nodding)
             I...

                       BOB
             You got to get out of here...

   BEAT.  She nods, understanding.  A light comes on in the
   apartment over the store.  She looks up, starts away down the
   street.  BEAT.  Bob rocks back and forth.

                       BOB (CONT'D)
             Oh G-d, oh G-d, oh G-d...do you have a
             cig...

   INT. BOB'S HOTEL ROOM - NIGHT

   Bob is being bandaged by Doc Wilson.  Marty on the phone. 
   Walt, the First A.D., and Joe also in the room.

                       MARTY
             He's fine...it's a...

                       DOC WILSON
             You're going to be fine.  I'll stop by
             tomorrow.

                       WALT
                 (to Doc)
             Thank you.

   Doc exits.

                       DOC WILSON
             Yessir...

                       MARTY
                 (into phone)
             He's...you wanna talk to...?

   Bob goes over to the phone, his head bandaged.  Walt,
   smoking, stands by the window.

                       BOB
                 (into phone)
             Hello, Jerry.  I'm fine.  I'll be ready
             Wednes...I'm here to make a movie, Bob. 
             Now don't you worry your, hey, Pal, when
             have I ever let you down bef...Okay,
             Babe, you, too.

   He hangs up.

                       WALT
             Are you okay?

                       BOB
             Well, yeah, I'm fine, I reached over to,
             the girl had to be home, I don't know,
             it's a schoolnight, something...

                       WALT
             Bobby...

                       BOB
             Everybody needs a hob...

                       FIRST A.D.
             Walt, I wonder if I could take a minute
             of your time.  I need a day off...

   There is an abrupt knocking at the door.

                       WALT
             Who is it?

                       CAL
             Thiz the police.  Is Mr. Barrenger in
             there?

   The boys in the room go into a whisper conference.

                       MARTY
             Okay, look, you, what is she, 19,
             twenty...oh Christ...

                       BOB
             Uh, look...

                       MARTY
             Look: okay.  Okay.  Look: look you're
             driving, countryside, so on, you picked
             her up, she was hitch...

                       WALT
             No, hey, hey...al, she hid in the back
             of the car!  Happens all the...

   The knock is repeated.

                       CAL
                 (outside the door)
             Is Mr. Barrenger there...?

                       MARTY
             No, wait a, wait a, wait a...we can't
             put her in the car, she gets it in her
             head to sue, or rape, or some goddamn,
             she wasn't in...

                       WALT
             She wasn't in...you were al...

                       MARTY
             There's no witnesses.

                       WALT
             No, just the...there's no witnesses,
             right...?

                       BOB
             No, I just...just Joe, just Joe...

                       WALT
             Joe, the writer?

                       BOB
             Just him and me.

   Knocking was repeated.

                       MARTY
             Then she wasn't in the car.  Say it.

                       BOB
             She wasn't in the...

                       MARTY
             Nobody knows it but us.  Alright?  It
             says here...
                 (to group)
             Are we together on this?
                 (beat, each nods)
             Because it's sink or swim here, pals...

   They murmur their assent.  Knocking is repeated.  Walt goes
   to the door.

                       MARTY (CONT'D)
                 (to First A.D. and Joe)
             You guys had better leave us a...

                       CAL
             Mr. Barrenger...

   Marty ushers Joe and the First A.D. out the room.

                       MARTY
             Yes...?

   The cop comes in the room.

                       CAL
             I'm very sorry to...

                       MARTY
             Well.  What seems to be the...?

                       CAL
             I have to ask you these...um.  You have
             a valid drivers' license?

                       MARTY
             Of course he...

                       CAL
             Could I see it, please...?

   Bob gestures to his wallet which is on the desk.

                       CAL (CONT'D)
             Were you under the inf...

                       BOB
             No.

                       CAL
             And who was driving the...

                       BOB
             I was alone in the car.  I was driving.

   The cop is writing down these statements.

                       CAL
             Well, now, Mr. Barrenger, I'm very
             sorry, in fact, I'm as sorry as I could
             be, but...

                       MARTY
             I'm an attorney, if there's anything you
             have to say to...

                       CAL
             ...I have to give you this ticket for
             damage to city property.  I'm really
             sorry, Sir, it's a formality, I hope
             you'll excuse...

                       MARTY
                 (beat)
             You have to what?

   Cal reaches in back of him, on his belt, and takes out not
   the cuffs, but the summons book, he starts to write a
   summons.

                       CAL
             It's a formality.  Any case of damage to
             city prop...you hit the control box of
             the new stop light, and...
                 (apologetically he hands the
                  ticket to Bob)
             They'll, uh, these things happen, I hope
             you're alright, and that you're
             feeling...

                       MARTY
             Well, officer, don't worry ab...

                       CAL
             If there's anything I...

   Marty walks him out into the hall.  Photographers and
   onlookers in the hall.  Phone rings.  Walt answers it.

                       WALT
                 (into phone)
             Yeah.  Hello, Mr. Mayor...Walt Price! 
             No, no, sir, he's fine.  Well, he's
             right here!  Would you like to...?
                 (covering phone)
             You are not to see that girl again...do
             you...

   Door to hall opens.  Claire comes in.

                       CLAIRE
             Hello.

                       WALT
                 (into phone)
             ...he's right here, Mr. Mayor...

                       CLAIRE
                 (to Bob)
             Bob, are you alright?
					  
					  

   EXT. FIRESTATION TO PRINTSHOP - NIGHT

   The firetruck is being backed into the firestation.  Outside
   a couple of passerbys are running in the rain, putting their
   collars up.

   We see Joe is in the firestation writing in his book.  As the
   firetruck backs up we see the firedog bark, and Joe looks up.

   ANGLE JOE'S POV

   Ann is walking past the firestation.  Joe comes out to look
   at her.

                       JOE
             Hi.

                       ANN
             Hi.

                       JOE
             Where you going?

                       ANN
             Going home.

   They start to walk down the street in the rain.

                       JOE
             Going home, yeah.  I told them what you
             said...

                       ANN
                 (over a clap of thunder)
             What?

                       JOE
             I told them what you said about the
             script...

   They take refuge under the awning of the printshop.

                       ANN
             I didn't say anything special, I was
             just talking out loud.

                       JOE
             ...how else can you talk?

                       ANN
             No, that's true.

                       JOE
             No.  You, I told them, you can't betray
             with the picture what you're saying with
             the words.  And, I don't know, the
             movies, I don't know.  They should be
             socially uplifting, why does she have to
             show her br...what is this...?

   They look in the window of the old printshop, the awning
   under which they have sheltered.

                       ANN
             Yessuh.  Joseph Knights printshop. 
             Vacant for thirty years.

                       JOE
             Is it...

                       ANN
             Yep, n'it's for sale.
                 (pause)
             One of the few things money can buy.

   Joe looks in the window of the printshop.

                       JOE
             I told them what you said about the
             script...

   They take refuge under the awning of the printshop.

                       ANN
             Would you like to see it?  I've got the
             key back at my store...

                       JOE
             I'd love to.

   ANGLE ON

   Ann, runs out into the rain, Joe runs along side her.  In the
   b.g., we see the fireman closing the doors of the firehouse,
   and the firedog being restrained, on a leash, by him and shut
   up inside the firehouse.

   EXT. BOOKSHOP - NIGHT

                       ANN
             How's your star?

                       JOE
             Gosh, you look nice.

                       ANN
             ...what...?

   There's a huge flash of lightning and a clap of thunder and
   the lights on the street flicker, and come back on.  BEAT.

   ANGLE ON

   Bookshop.  

                       JOE
             What would you do with it, the
             printshop...

                       ANN
             Start back up the Waterford Sentinel. 
             Town newspaper.  Show you the plans.

   She goes into the washroom area, and comes out with two
   towels.  She throws one to Joe, and begins toweling her hair
   with the other. 

   She hands him some plans, which show photos of the old
   printshop, and copies of the Old Waterford Sentinel, circa
   1900.

                       JOE
             Yes, it's a lovely idea...

   She emerges from the back room.  She has stripped off her wet
   jacket and shirt, and put on a light stockboy's jacket.

                       ANN
             Print it right here.

   There's another clap of thunder, and all the lights go out. 
   PAUSE.

                       ANN (CONT'D)
             Oh, my.
                 (pause)
             Life in the country.  One second.

   Ann takes a small match from the drawer, and lights a small
   kerosene barn lantern.

                       ANN (CONT'D)
             Well.  There you go.

   She sits down on the couch, and spreads the plan on a small
   table.

                       ANN (CONT'D)
             Press still works.

                       JOE
             It does?

                       ANN
             Did as of last week.

   She shows him the poster for "Trials of the Heart."

                       ANN (CONT'D)
             Best way I know to get ink on your
             hands.

                       JOE
             You'd do the newspaper right here.

                       ANN
             That's something a man could do...?

                       JOE
             You know what else a man can do?

                       ANN
             What?

   He moves closer to her.  He is about to kiss her when the
   firedog appears on the couch between them.

                       ANN (CONT'D)
             One moment...

   She goes in the pocket of her jacket.  The dog follows her. 
   She cannot find a dog biscuit.

   BEAT

   Joe pats the dog on the head.  Leads him to the front door,
   puts him out.  The door blows in the rain.

                       JOE
             Pelting down out there.

                       ANN
             People might be better off.  They
             thought about it, spent the evening back
             in the...

   She comes close to him.  The dog reappears between them.  Joe
   looks around, and goes back to a window, and shuts the
   window.

   Ann crosses to her desk.  Takes out a box of dog biscuits. 
   The box is empty.  The two of them lead the dog out, and pet
   it on the head.  They turn back and the door is slammed.

   EXT. BOOKSHOP - NIGHT

   BEAT

   They start back to find the door locked.

                       ANN
             Left the keys inside, in my jacket.

   Joe nods.

                       JOE
             Well.  'S'pose I should be getting
             home...look.

   They turn and Cal, the policeman, is standing next to them. 
   In raingear.

                       ANN
             Cal...

                       CAL
             Annie, got an umbrella?

                       ANN
             Nope.

                       CAL
             I'll walk you home, you can have my
             coat.

   He starts taking off his slicker.

                       ANN
             Then you'll be wet.

                       CAL
             I'm goin' off-shift.  Come on... I'll
             walk you home.

   He covers her with his slicker, and they walk away.

   WE SEE in the b.g. Uberto and his helper at the firehouse. 
   Uberto swings a shuffleboard disk, and the dalmation window
   shatters and falls in the street.  Some falls on his head.

  
   INT. COFFEE CORNER - DAY

   Doug talking to Postman.

                       DOUG
             Ten dollars apiece for outdated
             textbooks you or I could buy retail for
             a dollar ninety-five.

   Carla is serving breakfast, her wrist in a cast and a small
   bandage on her forehead.

                       DOC WILSON
             Mornin', Carla...how's the itching...?

                       CARLA
             Okay, Doc.

                       DOUG
             Bear with me, now -- because what're we
             getting for our money?  See the cat and
             dog?  See what I'm saying?  Nice to take
             this opportunity to mount an
             investigation of...

   She assembles a tray, starts out the door as Maude comes in.

                       MAUDE
             Morning, Carla, what happened to you?

                       DOC WILSON
             She went to fetch a pail of water.

   Carla goes out the door.

                       DOUG
                 (to merchant)
             You see what I'm saying, take this
             opportunity to mount an investigation of
             the price of school textbooks.  Bear
             with me now: both the cost, and the
             content of...look here...

   He produces some first grade spelling text.

                       DOUG (CONT'D)
             ...because what're we getting for our
             money?  "See the nice dog.  See the nice
             cat?"

   They move out of earshot.  Ann goes into the Real Estate
   Office NEXT DOOR to the Coffee Corner. 
   Pausing long enough to look in the window at the placard
   advertising the Old Printshop.

   ANGLE INSIDE POV

   The placard "Old Printshop...78 thousand dollars" "Under
   Agreement."

   INT. WALT'S ROOM - DAY

   Walt, Marty, Bob, Claire, Joe, coffee urns.  They work on the
   script.

                       WALT
             So you see what I'm saying...the movie
             is about purity...

                       BOB
             I've always seen that.

                       WALT
             We don't show her breasts, we just show
             your reaction...

                       CLAIRE
             I'm so comfortable with that, Walt, I
             can't tell you...

                       WALT
             Well, Joe said it, and he's right.

   Knock at the door.  Marty goes to the door.

   ANGLE

   Carla outside the door, talking to Marty.  Marty takes tray. 
   Carla has bandage on her head and a small cast on her wrist.

                       CARLA
             And I have Mr. Barrenger's Tuna B...

                       MARTY
                 (hands her a bill)
             Thank you.

                       CARLA
             I, well, you know, I tried to take him,
             in his room.

                       MARTY
             I think he's moved...

                       CARLA
             I, uh...
                 (pause)
             Um...

   ANGLE

   Inside the room.  Marty closing her out.  Bob and Claire
   talking.

                       BOB
             That makes a lot of sense, Claire, that
             makes a lot of...list...listen, cause
             the audience isn't coming to see your
             breasts.  They are coming to see you
             act.  What are you doin' this evening?

                       CLAIRE
             I'm having dinner with W...

                       WALT
             We're going to discuss the scr...you
             wanna come along...?

                       BOB
             You mind...?

                       CLAIRE
             No, are you kidding me, Bob, not at all.

                       WALT
             Marty...

                       MARTY
             Yeah?

                       WALT
             Would you, tell the guy, get the A.D.,
             someone, somewhere where we can get
             away, something, I want, you know, last
             day before the shooting, get away,
             forget it, have some local food.
                 (to Joe)
             You want...

                       JOE
             I've got a date.

                       WALT
             He's got a date.  He's got a date, is
             this guy fantastic...? 
             Already he learned how to write a movie,
             and he found a girl to get his toes
             curled, what a guy, what a...what a
             literary find!

   First A.D. walks in, talking on a cellphone.

                       FIRST A.D.
                 (on phone; sotto)
             I'm trying, honey.  I'm...look, is your
             Ma, when is your mom coming?  Oh.
                 (pause)
             What did the midwife...?

                       WALT
             Did you, where are we going tonight?

                       FIRST A.D.
             I...?

                       WALT
             Some, you were, you were going to make a
             reservation for us?  Where's my
             schedule?  Where are we booked tonight?

                       FIRST A.D.
             My wife's having a baby.

                       WALT
             You what...?  Is that on the call sheet,
             is that on the callsheet, or is that
             personal business?  Ah, Christ. 
             Marty...are we paying you?

                       FIRST A.D.
             I...


   INT. BAR - MORNING

   The bartender is looking down studying a vast book "State
   Statutes of Vermont".  Doug is drinking.

                       DOUG
             She didn't even finish knitting me the
             sweater...

   First A.D. walks in.  Doc Wilson walks in.

                       BARTENDER
             Mornin', Doc...

                       DOC WILSON
             You doin' here, Doug?  Thought you
             started out the day with that pernicious
             caffeine...

                       DOUG
             Kiss my ass.

                       DOC WILSON
             Well.

                       BARTENDER
             He had a hard day.  Ann's deserted him
             for some guy on the movie.

                       DOC WILSON
             Well, they don't always leave with the
             ones they came in with.

                       BARTENDER
             Big day last night.

                       DOC WILSON
             Hope to tell you.  Didn't I pick the
             fragments of glass out of Bob
             Barrenger's actual head myself.

   ANGLE IN THE B.G.

   We see Carla entering with bags of food and checks for bar
   patrons.

                       BARTENDER
             Mornin', Carla.

                       CARLA
             Mornin', Uncle Ron.

                       DOC WILSON
             Cluster of events.  Don't see something,
             ten years, allasudden, three times inna
             night.

                       BARTENDER
             That's what they call an events cluster. 
             Some guy orders a Manhattan, fifteen,
             twenty years, allasudden, three times
             inna night.

                       DOUG
             Who got their heads cut?

                       BARTENDER
             ...some fella.  Orders a Manhattan.

                       DOC WILSON
             What?

                       DOUG
             Who got their heads cut?

                       DOC WILSON
             Uh, Bob Barrenger, fella, Cameraman...

                       DOUG
             You said three...

                       DOC WILSON
             Did I?  I think you're mistaken.

   ANGLE ON

   Doug, looking over at Carla, with a small cast on her wrist
   and her head beneath a babushka, in the lobby.

   Doug looks up.

   INT. CORRIDOR TAVERN MOTEL - DAY

   Carla, being led by the hand, by Doug.  Following them, her
   Father Jack and Cal the trooper.

                       CARLA
             I wasn't in the car...

                       DOUG
             We're going to s...

                       JACK
             Doug, she says that she wasn't in the
             c...

   They stop at a room, knock on the door.  A PAUNCHY SALESMAN
   opens the door.

                       SALESMAN
             Yeah?

                       DOUG
                 (beat)
             I've got the wrong room.

   The Procession reverses, starts down the hall, runs into
   Marty coming out of his room.

                       DOUG (CONT'D)
                 (to Cal)
             Arrest him.

                       MARTY
             What is the...?

                       DOUG
             Arrest him.

                       CAL
             For what...?

                       DOUG
                 (beat)
             Conspiracy in Statutory Rape.

                       MARTY
             Conspiracy in Statutory Rape?  Okay.  Of
             whom?

                       DOUG
             This young woman.

                       CARLA
             Nobody touched me, I was at home.

                       MARTY
                 (to Carla)
             Who is it raped you?

                       CARLA
             Nobody.

                       MARTY
             Well, what's the beef?

                       DOUG
             She was in the car with Bob Barrenger
             last night.  And she was injured coming
             home from a love tryst, so...

                       MARTY
             You were in the car with Bob?

                       CARLA
             No.

                       MARTY
             Then what is the...?

   He steps back into a linen closet, takes Doug with him by the
   lapels.

   INT. LINEN CLOSET - HOTEL HALLWAY - DAY

                       MARTY
             Now what is this, you sonofabitch! 
             Because if you haven't heard about the
             laws of Malicious Prosecution, you're
             about to.  DON'T FLINCH WHILE I'M
             TALKING TO YOU, YOU TWO BIT SPEEDTRAP
             FRAUD: There's an old saying, two
             scariest things in the world, a black
             man with a knife and a Jew with a
             lawyer.  Now, I am a lawyer, and I am
             the Jew, and you continue ONE MOMENT
             with this slanderous shit here in this
             public place, I'm going to have your ass
             over my mantleplace.  THE KID WAS NOT IN
             THE CAR, SHE SAYS THAT SHE WASN'T IN THE
             CAR, NO ONE SAYS SHE WASN'T IN THE CAR,
             NO ONE SAYS THAT SHE WAS IN THE CAR, YOU
             HAVE NO CORPUS AND YOU HAVE NO CASE, AND
             YOU KNOW IT.  SO I'M NOT PAYING PATSY
             WITH YOU HERE, YOU MOTHERFUCKER.  Look
             in my eyes: I made eleven million bucks
             last year and I don't like being trifled
             with.  Now I think that the better part
             of valor, though we've got your back up
             here...the better part of valor is to
             step away.  Or, before G-d, I will see
             you disbarred.
                 (beat)
             Now, what do you think?
                 (beat)
             We all have a movie to make.  Now, can
             we stay together here...?
                 (pause)
             What do you say?  Have a cigar.

   He puts a cigar into Doug's pocket.

   INT. HALL - CONTINUOUS

   The two come out of the linen closet, Marty with his arm
   around Doug.

                       MARTY
             It's a mistake.  It's all over.
                 (to Carla)
             I'm sorry that we've inconvenienced you.

                       CARLA
             I wasn't in the car.

                       MARTY
             We know that you weren't.

   They walk down the hall.  Before them, Claire, half-clothed,
   backing out of a motel room.

                       CLAIRE
             ...because you treat me like a
             child...you treat me like a child...
             that's why I can't come...

   The procession has reached the open door.  They look to see
   whom it is Claire is addressing.  Carla looks in the door.

   ANGLE CARLA'S POV

   Bob Barrenger, clutching a towel to his naked self, smoking a
   cigarette.

   ANGLE

   The group in the hall.  Carla points into the open door.

                       CARLA
             He took advantage of me.

   INT. PROD. OFFICE - DUSK

   Cal, Bob Barrenger, Walt, Doug, Carla and Jack.

                       MARTY
             ...upset and impressionable.
                 (to the A.D.)
             Get me the Mayor.

                       BOB
                 (to Carla)
             ...I was just talking to that girl in
             the other room.

                       MARTY
             ...overcome by the events around her,
             the presence of a high-powered...

                       BOB
                 (to Carla)
             I never touched her.  My mother's gr...

                       MARTY
             And a fantasy object...

                       DOUG
                 (to Cal)
             Tell him to get dressed...

                       CAL
             Uh, sir...

   The First A.D. enters with lawbooks, marked as to page.

                       MARTY
                 (takes lawbooks)
             Wally?

                       WALT
             Look, Carla, this is a hard time for
             you.  Many young people go to Hollywood. 
             I did...and we all dream of it, and
             here, here Hollywood has come to you.

                       CAL
             Mr. Barrenger, I'm very sorry, but...

                       WALT
             Here this dream world has come to you. 
             Now, you obviously have an active, a
             vivid imagination.

                       CARLA
             Her...

                       BOB
             I swear that that woman in my room...

                       WALT
             Be quiet, Bob.  A fertile mind.  Now we
             can use that kind of people in our work. 
             Yes, we can.  Now, and this is what
             occurs to me... There's a part in the
             film...isn't that right, Marty?

   Marty is perusing the lawbooks.

                       MARTY
             Mmm.

                       WALT
             That we could use you in and I think
             that's quite a fine trade-off all around
             and an ill wind that blows somebody
             good.

                       MARTY
                 (of the book)
             Here it is: Statutory r...blah, blah,
             blah, blah... "statutory"...
             "unsupported testimony by the..."
                 (he shows the book to Doug)
             Hold on, Bobby.
                 (to Doug)
             You've got nothing and you know it.  By
             G-d, you know it.  Harassment.  You need
             a... even if this was true, you need a
             witness.  You need someone puts her in
             the car.  And you've got nothing.  Now
             we all have...yes, give her that part in
             the film.
                 (to Carla)
             Yes, we'd love to have you... Now: we
             all have more important things to do,
             isn't that right...?

   Marty starts ushering everyone out of the room.

                       MARTY (CONT'D)
             Isn't that right?  I'm sorry that you
             all went to this...

                       JACK
             I knew she wasn't in the car.

                       MARTY
             This has been just an unfortunate.

   He ushers them out, the phone is ringing.  Walt picks it up.

                       WALT
                 (into phone)
             Yes?  Hello, Mr. Mayor.  Nothing, just
             an, an unfortunate...
                 (he covers the phone)
             It's the Mayor, he's saying...

                       MARTY
             Is he cool or angry?

   INT. MAYOR'S HOUSE - CONTINUOUS

   Mayor on the phone.  Sherry in the b.g.

                       MAYOR
             Well, these things happen.  Purpose of
             my call, my wife wanted to know what
             brand of cigarettes Mr. Barrenger
             smokes, so she could lay some out
             tonight...we got the list of his dietary
             requirements...
					  

   INT. PROD. OFFICE - CONTINUOUS

                       WALT
                 (hangs up phone)
             So we just got lucky.

                       BILL
             Marty, it's Howie Gold on the coast.  He
             needs your confirmation on a request for
             money...?

                       MARTY
             And I need a drink.

   Marty exits.

                       WALT
                 (to Bob)
             If your memory was as long as your dick,
             you'd be in good shape.  How long since
             you almost went to jail for this shit?

                       BOB
             How could she turn on me like that?  I
             thought she liked me.

                       WALT
             Can we try to keep our pants buttoned
             and get out of this town in one piece?

                       BOB
             I'm ready!

                       WALT
             Stay ready.  Stay by yourself in your
             room.

                       BOB
             What'll I do for fun?

                       MARTY
             Whyn't you learn your lines?

                       BOB
             I know my lines...

                       WALT
             You do...?

                       BOB
             I just don't know what order they come
             in...

   Walt walks away from Bob, shaking his head.

   ANGLE ON

   Walt, as he walks down the stairs.

                       WALT
             I tell you what, let's ditch these
             cockamamie locals.  I need to get outta
             here.  Go to some roadhouse tonight,
             just us.  Claire, Bob, siddown, have a
             bottle of wine.  Tell me where we're
             going, and let's go.

   They walk by the bullpen, wherein we see P.A.s refilling
   Evian bottles from a ratty old watering can.

   P.A.s take us, with their Evian bottles, into Walt's office,
   where we see the "Dinner with the Mayor" sign.

   INT. MAYOR'S HOME - NIGHT

   Twelve overdressed people, including the Postman, the
   Gunstore Owner, etc. sitting, still around the Mayor's laden
   dining table.  BEAT.  Sherry looks over her shoulder.

   ANGLE ON

   Next room, the Mayor on the phone.  Hushed.

                       MAYOR
             Well, you must, where did they...
             where...I...

   PAUSE

   Very angry, he HANGS UP and looks out the window.

   ANGLE POV

   The Mayor lets the shade drop, walks back to the table. 
   Silence.

   INT. BAR - NIGHT

   Doug, in his cups, at the end of the bar with the First A.D.

                       DOUG
             Hey, you've gotta eat a peck of dirt...

                       FIRST A.D.
             My wife just went into labor...

   The bartender studies his state statutes book.

   BARTENDER'S POV

   Inside the book, the storyboards show the movie's heroes
   copulating.

                       DOUG
             Half a buck I'd close it down.  It's
             per...you know...it's perfidy, you got
             your Barrenger, molesting little girls.

                       FIRST A.D.
             He should be put in jail.

                       DOUG
             Half a buck I'd put him in jail.

                       FIRST A.D.
             You should.

                       DOUG
             I had a witness, I would.

                       FIRST A.D.
             A witness to what?

                       DOUG
             You know, the rape, to...even to the
             accident.

                       FIRST A.D.
             You mean with White?

                       DOUG
             What?

                       FIRST A.D.
             You mean you need a witness in addition
             to White?

                       DOUG
             Who's White?

                       FIRST A.D.
             The writer.

                       DOUG
                 (beat)
             He saw the accident...?

                       FIRST A.D.
             Sure.

                       DOUG
             He saw the girl in the car...

                       FIRST A.D.
             You bet he did.

   INT. MAYOR'S HOME - NIGHT

   The Mayor and his wife alone at the table.  The maid emptying
   trays of food, untouched, into a galvanized steel garbage
   pail placed in the middle of the room.  One of the guests
   leaving, putting on her coat.  Dips back into the dining room
   to try to pick up a tray of pate.

                       SHERRY
             Don't you touch that... I want them
             gone.

                       MAYOR
             I signed the permit.  I don't know how I
             can.

                       SHERRY
             I want them thrown in jail.

                       MAYOR
             Sherry, Sherry...

   She empties it into the trash.  BEAT.  The guest, chagrined,
   leaves.  The Mayor, sitting and drinking booze out of a large
   glass.  The phone RINGS.  BEAT.  He goes to answer it.

                       MAYOR (CONT'D)
                 (into phone)
             What?
                 (he jiggles the receiver)
             Get me the State Police.

   EXT. PRINT SHOP - DAY

   A sign in the window, "Sold" is stamped over and reads "Under
   Agreement."

   Early summer morning.  Joe, holding a cup of coffee, looking
   at the print shop.  Ann walks up.

                       JOE
             Good morning.

                       ANN
             Sleep well?

                       JOE
             Yeah, you?

                       ANN
             Oh yeah...

                       JOE
             We could live up here, live up in the
             country.

                       ANN
             Now you're talking...

                       JOE
             And we could get up every morning...

                       ANN
             ...well, we do that anyway...

                       JOE
             And come to the printshop.  You know
             why?

                       JOE (CONT'D)
             To print the newspaper.  And I'd come to
             write.  To write.  To write.  Right here
             in the office.

                       ANN
             Not without a rolltop desk.

                       JOE
             Well, I could get a rolltop desk.

                       ANN
             Happen to know where there's one for
             sale.

                       JOE
             Well ain't you amazing.

   They walk on, onto the scene of various filmfolk setting up.

   EXT. STATE AND MAIN - INTERSECTION - CONTINUOUS

                       ANN
             Lookit that, up already.

                       JOE
             That's why we filmfolk get along so well
             with you farmers.  Both up with the
             chickens.

   They push through the mass.  The street is closed off by
   Police Cars.

   They come upon a TV REPORTER doing a standup in front of the
   firehouse where we see, in front, both the old firetruck and
   state trooper cars.

                       TV REPORTER
             Where Movie Star Bob Barrenger, fresh
             from his troubles with the law last
             year...

   ANGLE ON

   Ann and Joe, as they look on.

   ANGLE ON

   A state trooper and Doug, as they walk through the crowd. 
   Marty walks up to the TV REPORTER.

                       TV REPORTER (CONT'D)
             ...is once again in hot water.  Involved
             in a car crash last night with a young,
             a very young woman, Mr. Barrenger is
             being arrested today for...

                       MARTY
             You better make sure you got your facts
             straight, pal, cause, you step off the
             line and I'm going to sue you personally
             for...

   The trooper, Doug, and Bob Barrenger walk up to Marty.

                       TROOPER
             We're looking for a Joseph Turner White.

                       MARTY
             Oh, good, yes.  Good morning.  Where are
             you taking Mr. Barrenger?

                       TROOPER
             We are looking for a Mr. Joseph Turner
             White?

                       MARTY
             What are you doing with Mr. Barrenger?

                       DOUG
             He's under arrest.

   Doug hands the arrest warrant to Marty.

                       MARTY
             Oh, good.  I'm his lawyer...and you must
             be Perry Mason.  Guess what, you're
             about one-half step from a world of
             hurt...how diverting...the Mayor's gonna
             have your ass.  Can I watch?

   CAMERA takes the group, the trooper, Doug, Bob, in handcuffs,
   Marty talking with them, through the crowd, on the back of
   which we see Ann and Joe.

                       DOUG
             Well, you guess what.  The Mayor sent
             me.  I have your Mr. Barrenger with a
             history of...

                       MARTY
             ...a history of nothing, he was
             acquitted.

                       DOUG
             Moral turp...you're on my home court,
             friend.  I have the Mayor and the town
             behind me, and forget making your movie:
             I may own the studio when I get through
             with you: I got a civil suit, I got
             rape, I got collusion...

                       MARTY
             You've got nothing, you don't have a
             witness...

                       DOUG
             And I've got a witness!  Your Mr. White
             saw the crime.

                       MARTY
             He told you that!?

                       DOUG
             He didn't have to tell.

                       MARTY
             I want to talk to him.  Would you ex...

                       DOUG
             Oh, you're his attorney, too?

                       MARTY
             Later for you, pal.

                       DOUG
             Okay.

   He motions the cop to take out Barrenger.  Marty sees Joe in
   the back.

                       MARTY
             Bobby, don't say anything.

                       BOB
             Nothing happened.

                       DOUG
             We'll see about that at the inquest.

   ANGLE ON

   Marty, as he leads Joe down into an alleyway, and into a
   backyard, hung with washing on the lines.

                       MARTY
             Yeah, hi, pal.  I need to talk to you.
					 
					  
   INT. BOOKSHOP - DAY

   Ann, Joe and Marty.  Cal has followed them into the
   bookstore.  He speaks privately with Ann and exits.

                       ANN
             What is it all about?

                       JOE
             I saw...

                       MARTY
             How do they know that, you told them?

                       JOE
             No.

                       MARTY
             What did you say to them?

                       JOE
             I didn't say anything to them.

                       MARTY
             How do you know you saw it?

                       JOE
             I don't know.

                       MARTY
             Well, then, you didn't see it, right?

                       JOE
             I don't...

                       MARTY
             You didn't see it...

                       JOE
             I...?  I saw it.  I was there.

                       MARTY
             You were there.  At...at 10:35...?

   Joe takes the arrest warrant.  Looks at it.  Changes his
   glasses.

                       JOE
                 (as he reads)
             I was walking down the street...I
             remember, I was writing a...

                       MARTY
             What glasses were you wearing?
                 (pause)
             Were you wearing your reading glasses?

                       JOE
             I...

                       MARTY
             You told me you were writing.  Don't you
             wear your reading glasses to write...?

   Marty's cellphone rings and he answers it.  After a pause, he
   hangs up.

                       MARTY (CONT'D)
             I've got to go to the jail.

   He exits, leaving Walt alone with Ann and Joe.

   ANGLE ON

   Ann.  She sees something down the other street.  We see Cal,
   the policeman, enter and start toward Joe.  We see Ann
   restrain him, and speak to him in the b.g. for several
   moments.  He shakes his head, and she reasons with him, and
   there is a pause and he looks at Joe, and exits.

   BEAT

                       ANN
             ...he's going to give you a couple of
             minutes.

   PAUSE

   Joe walks Ann off to the closed back door of "The Waterford
   Players."

                       JOE
             What am I gonna do?

                       ANN
             You got to tell 'em that you saw the
             accident.  Don't you?

                       JOE
             I can't do that.
                 (pause)
             If I tell them, they'll, if I tell them,
             they'll try Bob for rape, they'll...
             it'll ruin his career...

                       ANN
             But that's what happened.

                       JOE
             But it'll stop the movie.

                       ANN
             Maybe they'll be other movies.

                       JOE
             They'll...they'll blackball me.

                       ANN
             Carla was in the car, right?

                       JOE
             I...I think that's right.

                       ANN
             ...you think that's right...

   PAUSE

                       JOE
             What'm I gonna do?

   Ann picks up a copy of the old Waterford Sentinel, which was
   left on the coffee table.  Ann hands the paper to Joe.

   ANGLE ON

   Joe, holding the paper.

   ANGLE INS.

   The masthead reads, "Waterford Sentinel, All the News of the
   Mountains, 'You Shall Not Bear False  Witness.'"

   ANGLE ON

   Ann, who has also picked up the "For Sale" sign, showing the
   printshop.  She stands looking at Joe.  BEAT.  Cal enters. 
   They look towards him.

                       CAL
             Lotta hubbub on the street.  I'm taking
             you the back way.


   EXT. BACKYARD OF THE BOOKSHOP - DAY

   Cal walks with Joe, still holding the newspaper.  As they
   round a housecorner, Walt appears and walks with Joe.

                       WALT
                 (checks watch)
             Let's speak English.  You've got to help
             the side.

                       JOE
             You want me to lie.

                       WALT
             To the contrary.  I want you to tell the
             truth.
                 (pause)
             The truth is, you can't tell me, to a
             certainty, that you saw the thing.  You
             don't remember, a gun to your head,
             which glasses you have on.  And you have
             a fertile imagination.  Imagination
             wants to fill in the blanks.  Now.  IF
             you aren't sure, then they have nothing. 
             Bob walks free.  As he should.
                 (pause)
             Joe: wasn't long ago they buried actors
             at the crossroads with a stake through
             their heart, you know?  The people who
             are talking to you about the way we live
             though we may praise them, we fear them. 
             And they fear us.  Because we tell the
             truth.  About our lives.  Now, this is a
             damn roost, and everyone knows it;
             the guy is looking for a case, he wants
             to make a name for himself...If we let
             him do that, if we let him do that, then
             we're being false to our community...to
             our community, you understand?  To our
             world.  Cause you are a part of that
             world, now.  You have to take off the
             steel Rolex and put on the Gold Rolex.
                 (pause)
             And be part of your world.  I got a five
             picture deal with the studio.  And you
             stick with me.  You write one, two more,
             you stick with me, and you'll direct the
             third one.  You are a part of this
             world.  You have to do the right thing:
             we're out in the Provinces, the Sheriff,
             literally is at our door.  You have to
             stand with the troops, Joe.  That's the
             bottom line.  You have to...if you had
             the leisure to think it through, you'd
             see it for yourself.  The girl wasn't in
             the car.

   Cal takes Joe to a side door of the courthouse.

   INT. SMALL COURTROOM - DAY

   Joe coming in through the side entrance of the courtroom. 
   Various law books and dusty forms on the shelves.  Cal leads
   him into the courtroom, empty, save for the court reporter,
   Maude and the BAILIFF.  Cal motions Joe forward.

                       CAL
             ...Joseph Turner White...

                       BAILIFF
             Hear ye, hear ye.  Sixth District Court. 
             And for the county of Kadona, State of
             Vermont, the honorable James Addison
             Flynn presiding.  All those having
             business before this court, draw forward
             and you will be heard.

   Judge enters.

                       BAILIFF (CONT'D)
             All rise.

                       JUDGE
             Please...Mr. White?  This is a simple
             matter of...

   Scott hands him a sheet of paper.

                       JUDGE (CONT'D)
             Uh huh, all we need's a simple fact or
             to...you're going to give your
             recollection of the accident last
             evening, at the corner, State and Main. 
             Would you please swear him in.

                       BAILIFF
             Do you swear to tell the truth...

   EXT. MAIN STREET - DAY

   A crowd, moving along, with the TV Reporter.

                       TV REPORTER
                 (talking into camera)
             ...the arraignment, as we said of Bob
             Barrenger, The Bob Barrenger, star of
             "The Old Mill," about to begin shooting
             here, in picaresque and sleepy...
                 (sound of shouting, and
                  reporter looks around)
             we should say, formerly sleepy...Yes,
             yes, it's...yes, it's Claire Wellesley,
             and we're going to try to get a look
             at...

   The crowd moves away, revealing Ann, standing in front of the
   realtors, looking at a card in her hand.  She looks up to see
   Joe coming toward her.
			
			

   ANGLE ON

   Extreme close up, she smiles.

   ANGLE ON

   Extreme close up, Joe.  He looks toward Ann, sheepishly.

   ANGLE BACK ON

   Ann, as she looks down at the card in her hands.

   ANGLE INSERT

   It is the real estate placard for the printshop, marked
   "under agreement."

   ANGLE ON

   Ann, as she rips it up.

   INT. LOBBY OF THE HOTEL - DAY

   Joe, coming in, a hangdog look on his face.

                       P.A.
                 (to Joe)
             They need those rewrites on the "Old
             Mill" scene...

   Joe nods.  Continues through the lobby.

   ANGLE ON

   Various reporters, Scott being interviewed.

                       SCOTT
             ...about his personal life, though I can
             tell you a few things about...

   Joe walks past.

                       JOE
             Would you please hold all calls to my
             room?

                       SCOTT
             Though I can tell you a few things about
             his dietary requirements.

   The old bellhop is packing up his lunchbox and changing into
   his streetclothes.

   INT. JOE'S ROOM - DAY

   Joe enters and takes out his pad and pencil.  He sits on the
   bed.  On the pillow, he sees and picks up a black and red
   hunting jacket, onto which the one foot short sleeve has been
   knitted in baby blue.  There is a card in the picket that
   reads "Better than new -- it's got a story!"  He puts it
   down.

   He picks up his notebook, in which he has written: "The
   Purpose of the Second Chance is to allow you to make the same
   mistake twice."

   He stops by the mirror on the chiffonier into which he puts
   the lure, which still has the attached card reading "The
   truth may not always set you free, but it's always the truth 
   - Joseph Turner White."

   Joe goes to the bed.  On the bed is a small package tied with
   ribbon.  Joe opens it.

   ANGLE INS.

   It is a small thing of maple syrup.  Attached to it is a card
   reading: "It is your invention which makes everything sweet."

   He takes off his jacket, and picks up his notebook.  Out of
   his jacket pocket falls the old copy of the Waterford
   Sentinel.

   He picks it up.

   ANGLE JOE'S POV

   The masthead: Waterford Sentinel "The Voice of the Mountains,
   You Shall Not Bear False Witness."

   He puts the newspaper down.  Picks up the maple sugar card
   again, and looks at it.

   He sees an arrow and turns it over

   ANGLE INS.

   The back of the card reads: "How about an Associate Producer
   credit...?"

   He takes the paper, balls it up and throws them into the
   trash.  He picks up the fishing lure which is resting on the
   typewriter.  Puts it into his pocket, thinks again, throws it
   in the trash.  Shakes his head, and picks up his suitcase and
   starts packing...

   EXT. ANN'S STREET - DAY

   On Doc Wilson, as he walks down the street.  A little kid, on
   a scooter is going in the other direction.

                       KID ON SCOOTER
             Mornin', Doc.

                       DOC WILSON
             Mornin', Billy, where ya goin' in such a
             hurry?

                       KID ON SCOOTER
             Down the corner, see the ruckus...

                       DOC WILSON
             Watch the curbs, now...

   ANGLE ON

   Joe, as he stands across from Ann's house, looking at it.  He
   holds his suitcase.

                       DOC WILSON (CONT'D)
                 (of his suitcase)
             Where you off to?

                       JOE
             I, uh...I'm leaving...

                       DOC WILSON
             Why?

                       JOE
             I perjured myself.
                 (pause)
             I told a lie, and I ruined my life. 
             That's what I did.  
                 (shrugs)
             I don't suppose you could help me with
             that, could you?  Turn back the clock,
             or something?  Give me back my, give me
             back my purity, I don't suppose you
             could just wave your magic wand and do
             that, could you?  But what is truth? 
             Eh?  Ain't that the thing?  What is
             true?

                       DOC WILSON
             It's the truth that you should never
             trust anybody, wears a bowtie.  Cravat's
             s'posed to point down to accentuate the
             genitals, why'd you wanna trust
             somebody, s'tie points out to accentuate
             his ears?

   Joe turns to see Doc swigging from his flask.  In the b.g.,
   we see the bellhop walking.

   BEAT

                       JOE
             Aren't you supposed to set an example
             for people?

                       DOC WILSON
             Nope.  I'm just supposed to hold
             people's hands while they die.  What'd
             you say your problem was?

                       JOE
             I just swore my life away, back in
             that...

                       DOC WILSON
                 (as he sees an older woman off
                  on a porch to the side)
             Mornin', Chessy, how's the back?

   Doc walks off to his office.

   EXT. RAILROAD STATION - DAY

                       JOE
             I ruined my life.  Isn't that funny,
             that you can actually do it in one
             moment just like they say.  I ruined my
             life back in that courthouse.

   Bellhop, who has walked up beside him...

                       BELLHOP
             What courthouse?

                       JOE
             Courthouse back in town.

                       BELLHOP
             Town ain't got no courthouse.

                       JOE
             What?

                       BELLHOP
             Ain't got no courthouse.  Courthouse
             burnt down, 1960.

   The train is arriving.  The stationmaster puts out the steps
   to help the people down.

                       JOE
             Well, where do they hold court?

                       BELLHOP
             Hold court, they have to, science lab,
             the high school.

   An ELDERLY LOOKING JUDGE FELLOW descends from the train,
   followed by the CADDY with his golf bag.

                       STATION MASTER
             Mornin', judge, what brings you here?

                       JUDGE
             I'm s'posed to hear some deposition,
             some fool saw the accident last night.

                       JOE
             ...the courthouse burnt down...?

                       STATION MASTER
             Yep.  Courthouse burnt down, 1960.  Part
             of a spate of fires, Old Mill,
             Courthouse... S'posed to've been set by
             some deranged teenager.

   Joe looks around.

   ANGLE JOE'S POV

   The old bellhop walking down the tracks.

   ANGLE ON 

   Joe, as he turns back into town.

   ANGLE CLOSE UP

   On the Station Master.

                       STATION MASTER (CONT'D)
             Yep, never did discover who set 'em...

   He smiles, and lights his cigar.

   EXT. COURT HOUSE BUILDING - DAY

   We see the crowd has moved down the street and the
   "Courthouse" building is empty.

   INT. COURT HOUSE BUILDING - DAY

   Joe enters, and the camera takes him into the deserted
   building, through the courtroom and, in back, he sees Ann
   standing alone.  He walks back to her, through the doors
   which appear to be the Judge's chambers.

   ANGLE REVERSED

   We show that the walls of the Courtroom are the set, and we
   are back in the "Trials of the Heart" set.  Ann is sitting
   there.  Reading her play by Joe White.  He looks at her for
   an explanation.  Maude, the court reporter woman, is sitting
   in the b.g.  Ann is knitting in pink wool.

                       ANN
             I thought you needed to get it out of
             your system.

   Ann moves to embrace Joe.  They hear screaming.  They turn.

   EXT. MAIN STREET - DAY

   ANGLE THEIR POV

   At the end of the alleyway, in Main Street.  We see Sherry,
   the Mayor's wife, leading a crowd.

                       SHERRY
             ...a blight, a blight and an
             obscenity...that's good English, isn't
             it?  How's that for entertainment?

   ANGLE

   At the mouth of the alleyway, on Main Street.  We see:

   ANGLE INS.

   The baseball on which is written "To Chucky from your best
   friend, Bob Barrenger."

   ANGLE XCU

   The distorted face of Chucky, heaving the baseball.

   ANGLE ON

   Bob Barrenger being led through the crowd, a baseball hitting
   him in the back of the head, as troopers hustle him toward
   the courthouse.  In the b.g., Ann and Joe emerging in the
   alleyway.

   ANGLE ON

   Ann and Joe, who starts to cross the street.  We see the
   airport van.

                       ANN
             What are you going to do?

                       JOE
             I'm going to tell the truth.

   They start to cross the street.  In the b.g., a little man
   with a bag (HOWIE) gets out of the airport van.  Joe and Ann
   walk toward the crowd at the mouth end of the high school.

   INT. HIGH SCHOOL CORRIDOR - DAY

   A crowd of people, TV technicians, and a view of Doug on a TV
   monitor.

                       DOUG
             ...and to exterminate this vermin, yes,
             I use that term, who have abused, who
             have desecrated, yes, the license
             granted to them by a gracious nation...

   ANGLE ON

   Marty and Walt, standing near the monitor, looking on. 
   Shaking their heads.

   ANGLE ON

   The monitor.  Doug, seen through the monitor.

                       DOUG (CONT'D)
             ...who spew filth and degradation...
                 (begins to wipe his head)

   As he does so, a makeup person comes in and sponges him.

                       DOUG (CONT'D)
             ...thank you...

                       TV REPORTER
             ...you want to clean up?

   ANGLE ON

   Doug, seen "live" in the next room, starting to wipe his
   brow.

                       DOUG
             Yes, thank you.

   ANGLE ON

   Marty and Walt watching Doug, as he walks down the hall.

                       TECHNICIAN
             Five minutes, and we're going live to
             the network.

                       DOUG
                 (to himself)
             ...foreign, and un-American perversions
             of the Democratic process.  By those we
             have entrusted with our dreams...

   ANGLE ON

   Marty and Walt, looking on.

                       WALT
             Do something.

                       MARTY
             You tell me what to do, I'll do it.

   They look on to the preparations for the TV.

                       WALT
             ...and I was just paying off my house in
             Malibu...

   Ann and Joe push through the crowd.

                       WALT (CONT'D)
             Thank G-d, it's up to you, Pal.  Sup to
             you...

                       JOE
             I'm out.

                       WALT
             I don't getcha.

                       JOE
             The girl was in the car.

                       WALT
             I treated you like a son or nephew.

                       JOE
             It's no you, it's...

                       WALT
             No, what is it?

                       JOE
             I have to tell the truth.

                       WALT
             ...that's just so narrow...

                       JOE
             The girl was in the car.

                       WALT
             Then you're finished in show business.

                       JOE
             So be it.

                       WALT
             And my company sues your ass for sixty
             million dollars.

                       JOE
             For what cause?

                       WALT
             I don't need a cause, just a lawyer.

   HOWIE GOLD shows up holding his bag.

                       HOWIE
             I'm a lawyer.

                       MARTY
             Howie...

                       HOWIE
             Yeah?

                       MARTY
             What are you doing here?

                       HOWIE
             What am I doing here is I just flew
             seven hours cause you asked me here.

                       WALT
             What for?

                       HOWIE
                 (presenting the bag)
             For this...I hope you need it, cause
             it's coming outta your budget...

   ANGLE INS.:

   The Bag, as Marty opens it - it's full of MONEY.
			

   INT. LAVATORY HIGH SCHOOL - DAY

   Doug is mopping his face up.  He looks up.  Marty is standing
   there.

                       MARTY
             Hi.

                       DOUG
             I'd prefer it if you didn't speak to me.

                       MARTY
             I....

                       DOUG
             ...you know, there's nothing you could
             say, that could possibly make a
             difference, so, why don't you just save
             your breath...

   Marty puts the case up on the washstand.

                       DOUG (CONT'D)
             What's in the case?

                       MARTY
             Eight-hundred thousand dollars in cash.

   PAUSE

                       DOUG
             And what was it you wanted to say?

                       MARTY
             Gut Yuntif.

   INT. HIGH SCHOOL CORRIDOR - DAY

   Ann and Joe passing through.  They stop and Joe comes up to a
   State Trooper.  As we press forward the Mob begins to reverse
   direction and passes back towards Joe.  Leaving the Hall
   empty, save for the Judge who comes out, putting his robs
   into his golf bag.

                       JOE
                 (to Judge)
             I've come to give myself up...

                       JUDGE
             Well give yourself up to someone else. 
             I'm gonna get in some golf.  Hiya,
             Annie.  Give yourself up to her.

   And we see Joe has moved up to the TV monitor, where we see
   Doug, in the Science Lab, talking to the press, and holding
   his money bag in his arms.

                       DOUG
             I have learned a lesson.  And the lesson
             is this...that everybody needs a second
             chance.  You, me, and these fine, film
             people here.  You know, they have a high
             profile, but that doesn't mean they
             aren't deserving of our trust, and of
             our respect. 
             You know, I think there is a lesson
             here, and the lesson is this: it is a
             lesson of Tolerance...and, as we look at
             this industry, at this clean, American
             industry, and as I begin my campaign for
             congress...

   DISSOLVE

   EXT. MAIN STREET - DAY

   Walt on the scene, talking with the cinematographer, and the
   Camera Operator, preparing the first shot.  The First A.D.
   instructing the extras.

                       FIRST A.D.
             Okay.  Are we getting set up here...are
             we getting set up...People...?  Can we
             settle...can we settle now...?

   EXT. MAIN STREET - CONTINUOUS

   ANGLE ON

   Ann.  As she, holding the placard starts to cross the street. 
   An old farmer smoking a pipe, driving a pick up is stopped by
   a P.A. talking on a walkie.

   We see that it is the "Judge" who listened to Walt's
   testimony.  Ann waves to him, and proceeds to the Old
   Firehouse, where they are about to make a movie...

                       FIRST A.D.
             Okay, this is picture...

   Ann stops at the back of the crowd of onlookers.  She waves
   to someone.

   ANGLE ANN'S POV

   It is Joe, sitting near the director, who waves back.

   ANGLE ON

   Ann, who is next to Cal, the policeman, now in leather jacket
   and leaning on his Harley motorcycle.

                       FIRST A.D. (CONT'D)
             Quiet, please...

   ANGLE ON

   The slate, which reads "The Fires Of Home."

   EXT. MAIN STREET - FIRESTATION - CONTINUOUS

   Where they are filming the characters in turn of the century
   garb.  Bob Barrenger, dressed as a fireman, is polishing the
   old fire engine.  The actor playing Doc Morton walks past.

                       DOC MORTON
             Mornin', Harry.  Heard you had a little
             fire last night.

                       FIREMAN
             Waal, you didn't have nothin' to do,
             Doc, wouldn't life be dull...?

   Two nuns walk by.

                       BOB
             Mornin', sister.

                       CLAIRE
                 (in nun garb)
             We missed you in Church today, Frank.

                       BOB
             Sister, I've just come from a fire...

   ANGLE ON

   Joe, sitting near the camera, looking through the script. 
   Reading along, mouthing the words.  He wears the plaid
   jacket, one sleeve is pink, knitted.

   ANGLE ON

   The on-lookers.  Ann, Cal, next to her, lounging on his
   motorcycle.  Grace and Maude, Spud and Morris, the Postman,
   the fake Judge, who is also the man smoking the pipe in the
   first sequence and is smoking a pipe now, Scott from the
   hotel, etc.

   ANGLE ON

   Crew, and the film within the film.  We see the lively stable
   across the way.  On its side are painted various ads.  Among
   them, one which says: "Stefan P. Bazoomercom" and Marty is
   standing next to it.  Looking on at the scene being filmed.

   An A.D. brings him a cup of coffee.  The A.D. is passing out
   pink bubblegum cigars, the bands of which read "It's a Girl!"

   ANGLE ON

   Film within the film, the group at the camera watching,
   transfixed.

                       SISTER
             ...to come by next Sunday, and we'll
             give you a second chance.

                       BOB
             Only second chance I know, chance t'make
             the same mistake twice.

                       SISTER
             Well, time will tell.

   She walks past the "Bazoomer.com" ad.

                       FIRST A.D.
                 (holding cellphone to his ear)
             That's a cut!

   ANGLE ON

   Ann and Cal, as they talk, the firedog comes over and Ann
   gives him a biscuit.  In the b.g., we see the man with the
   pipe get into his pickup and drive off.  The Postman goes off
   continuing his rounds.

   ANGLE ON 

   Ann and Cal as they talk.  Next to them Morris and Spud
   congratulate each other.  Next to them, we see the fake judge
   and the bailiff.

                       CAL
             Mom's expecting you for dinner tonight.

                       ANN
             I'll be there.

                       CAL
             You bringing your new friend?

                       ANN
             Sure plan to

                       CAL
                 (pause)
             He have any special delivery
             requirements?

                       ANN
             He'll eat potroast and like it.

                       CAL
             Go you Huskies?

                       ANN
             You bet your life.

   ANGLE ON 

   Joe, as he looks over at Ann and smiles.

   ANGLE ON

   Ann, giving him a "thumbs up" sign as the Firedog comes and
   sits next to her.  In the b.g., we see the pickup hit the
   pothole and bounce.

                                                 FADE TO BLACK.





   THE END.