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The Insider Movie Script

Writer(s) : Eric Roth, Michael Mann

Genres : Drama, Thriller

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                          THE  INSIDER


                           written by

                     ERIC ROTH & MICHAEL MANN




                                                        11/5/99







     NOTE: THE HARD COPY OF THIS SCRIPT CONTAINED SCENE NUMBERS
     AND SOME "OMITTED" SLUGS. THEY HAVE BEEN REMOVED FOR THIS
     SOFT COPY.




     FADE IN:

     All we can see is black filling the screen...  Black on
     black...

     INT. A JEEP, LEBANON - DAY

     And we're in a speeding SOVIET JEEP...  Two men in front,
     shouldering assault rifles.  HEZBOLLAH SOLDIERS...  And there
     are three MEN in the back.  A middle-aged Man wearing a tired
     suit and tinted sunglasses trying to hold on.  And on either
     side of him, two Men, blindfolded.  The man on one side is in
     his forties, hands pressed in the pockets of a well-travelled
     black-leather jacket...  A stocky man, with the edge of a
     J.D. Salinger character, he's seen everything at least once.
     But even he has lost some of his self-confidence, here,
     turning his head, sensing the wind, a blast of Arabic music
     that disappears behind him...  He's LOWELL BERGMAN.  On the
     other side of the man in the tired suit is a lanky Man with a
     voltmeter around his neck, NORMAN.

     EXT. THE BEQA'A VALLEY, BAALBEK, LEBANON - DAY

     The Jeep races up narrow winding streets of a Lebanese
     village.  It's shadowed by a Jeep in front, and in back, each
     carrying personnel armed with AK's and a few RPG's...  And in
     the third Jeep are two blindfolded, not very threatening
     Lebanese soldiers.  And as the speeding convoy passes a
     captured Israeli Armored Personnel Carrier covered with
     Arabic graffiti, looking down on them from huge murals are
     the stern visages of the Ayatollah Khomeini, and a Hezbollah
     religious leader, the Sheikh Fadlallah...  And, suddenly the
     convoy skids to a stop...  And blindfolded Lowell and Norman
     are roughly taken out, and pushed, stumbling, through the
     cloud of dust without sight...  The lanky cameraman is
     stopped, told to wait, while Lowell is pushed past armed men
     guarding a small stone house, and inside...

     INT. A HOUSE IN LEBANON - DAY

     A round-faced Man in his mid-forties, with large-framed
     glasses, black hair and a grey-black beard, wearing a
     dullbend, a turban, sits informally at a kitchen table...
     It's the Sheikh Fadlallah whose face stares out at us from
     walls.  A Gunman cradling an AK-47 sits in an incongruous
     purple armchair in a corner.  A torn poster of the Seychelles
     is on one wall.  Another Gunman stands by a window.  Lowell
     is sat down in a chair at the kitchen table...

                         THE SHEIKH
               Coffee?

                         LOWELL
               Yeah...  Thank you.

                         THE SHEIKH
               How have you liked your stay?

                         LOWELL
                   (droll)
               What I've seen...I've liked.

     The Sheikh smiles.  And the smile passes as quickly as it
     came.  A steaming cup of coffee in a small Arabic demitasse
     is put down.

                         THE SHEIKH
               Please to explain, why I should agree to
               interview...with pro-Zionist American
               media?

                         LOWELL
               Because I think Hezbollah is trying to
               broaden into a political party right now.
               So you care about what you're thought of
               in America.  And in America, at this
               moment in time, Hezbollah does not have a
               face.
                   (confident)
               That's why.

     And we've first realized this man is not a hostage; he's come
     here voluntarily.

                         THE SHEIKH
               Perhaps you prove journalism objectivity
               and I see the questions first.  Then I
               decide if I grant the interview.

                         LOWELL
                   (blunt)
               No.  We don't do that.
                   (beat)
               You've seen "60 Minutes" and Mike
               Wallace.  So you know our reputation for
               integrity and objectivity.  You also know
               we are the highest-rated, most-respected,
               TV-magazine news show in America.

     The Sheikh quietly looks out his glasses at him, studying
     him.  And Lowell "closes":

                         LOWELL (cont'd)
               So.  Mr. Wallace.  Should he get on a
               plane or not?

     The Sheikh thinks it over and then...

                         THE SHEIKH
               Tell him I will see him day after
               tomorrow.

                         LOWELL
               That's good.  That works.
                   (after a beat)
               Uh, you know, I want to ask you
               something...I know it sounds odd...but...

     It's quiet...too quiet...

                         LOWELL (CONT'D)
               Hello, Sheikh...?
                   (no answer)
               Hello, Sheikh...?

     Silence.  He hesitates, starts to lift his blindfold...  He
     lifts it.  And he sees the Sheikh, and his gunmen, are gone.
     The house empty.  Only his Cameraman, the lanky man, left
     there, standing by the door still in his blindfold...

                         LOWELL (CONT'D)
               Norman.

                         NORMAN
               What?  What?

                         LOWELL
               Take your blindfold off.

     The lanky man does and we see the cameraman is Asian-
     American.

                         LOWELL (CONT'D)
                   (sarcastic)
               Welcome to the world.

     Norman gives Lowell an ironic look and tests the local
     current at an electrical outlet.

                         NORMAN
               Fluctuating all over the place.  Anywhere
               we shoot, here, it's gonna be portable
               gennies and we'll run cable...

     Lowell nods and opens the curtains from this commanding
     height.  Baalbek and the Beqa'a Valley below gold-domed
     mosques.  A moment of triumph.  He dials his cell phone...

                         MIKE WALLACE'S VOICE (OVER)
               Hello?

                         LOWELL
                   (into phone)
               Mike, it's me.  We're on...

     AND WE HEAR PEOPLE LAUGHING AND ENCOURAGING "GO AHEAD...
     OPEN IT..."

     INT. A LABORATORY, BROWN & WILLIAMSON, LOUISVILLE, KENTUCKY
     - DAY

     We're in a SCIENCE LABORATORY...  OUT OF FOCUS LAB
     TECHNICIANS, in white lab coats, celebrating a heavyset Black
     woman's birthday...  Half her presents are opened.  Balloons,
     incongruous, floating above the lab...  And there's a sense
     that somebody is watching...  And from the waist up, a
     disembodied figure comes into FOCUS behind a glass partition,
     as if quarantined, isolated, an expressionless MAN in his
     late forties, watching them...

     INT. JEFFREY WIGAND'S OFFICE - DAY

     The office soundproofed, he watches the people laughing,
     their lips moving.  His hair not yet settled on grey, his
     face is changing, always interesting.  Born in the Bronx,
     educated in Upstate New York, he retains little of the accent
     and much of the directness.  He's JEFFREY WIGAND.  He turns
     to resume gathering things from his desk...some technical
     books, a medical text on asthma...putting them in his
     briefcase.  And as he leaves the office, the silent party
     like a bizarre mime behind him...

     INT. LOBBY, BROWN & WILLIAMSON BUILDING - DAY

     Briefcase in hand, Jeffrey appears from the elevator from
     ABOVE, from WIDE and in FRONT, his eyes, frozen pools...  And
     like a bad dream, a broad-shouldered Man, leaning against the
     wall near the reception island in a suit he's not comfortable
     in, wearing an earphone, saying something into a lapel
     microphone after Jeffrey's passed.

     INT. WIGAND'S CAR, LOUSIVILLE - DAY

     Light mottled through trees reflects off the car window...
     Jeffrey's face goes in and out of the tunnel of light and
     shadow...down this tasteful, suburban Louisville street of
     neat houses and manicured lawns...  He pulls into driveway
     behind a 3 series BMW.  It's a grey French provincial
     replica...

     INT. THE WIGANDS' HOUSE, FOYER - DAY

     Jeffrey comes in and a young Girl, six, is watching
     television in the den...BARBARA.

                         WIGAND
               Hi, honey.

                         BARBARA
               Hi, Daddy.

                         WIGAND
               What's new?

                         BARBARA
               Ms. Laufer gave me a star today.

                         WIGAND
               Yeah?  What for?

                         BARBARA
               For reading.

     He pours himself a drink at a wet bar.

                         WIGAND
               That's great...  Little early for
               cartoons, isn't it?

                         BARBARA
               Okay.

     Dutiful, she shuts off the TV, going upstairs.

                         BARBARA (cont'd)
               Deborah?  Debbie?

     He looks outside.  A Woman is sitting on the back porch
     drinking wine, reading a paperback book, drinking wine.
     There's something like a Hockney painting about her against
     the manicured lawns.  Right now the Woman comes in.  She's
     pretty, tall, languid, reserved, somebody it would be nice to
     wear on your arm.  LIANE WIGAND.  She has an odd delay
     between a thought and her speech...

                         LIANE
               Oh, I didn't know you were home...  It's
               early...  Isn't it?

     He doesn't say anything...

                         LIANE (CONT'D)
               Gotta take Debbie to ballet...

     And it all feels suburban, familiar.  Suddenly there's a
     shout...

                         BARBARA'S VOICE (OVER)
               Mommy!

     Jeffrey goes quickly up the stairs into...

     INT. WIGAND'S HOUSE - DEBORAH'S BEDROOM - DAY

     And a little girl, eight, sitting on the floor in a ballet
     leotard, her head back, wheezing, her neck muscles
     contracting and bulging, her face pale, lips white, and her
     eyes filled with fear as rapid, shallow breathing induces a
     sense of suffocation.  DEBORAH WIGAND is having a severe
     asthmatic attack...

                         WIGAND
               Sweetheart, c'mon.  C'mon.

                         BARBARA
               She was playing with my Pooh doll
               again...

     Jeffrey sits her on the side of her bed next to which is a
     Nebulizer, an air compressor to deliver medication via a tube
     into a circular mouthpiece.

     The compressor whirs.  Deborah breathes in the medication.
     Jeffrey brushes the hair back from her face and wipes
     perspiration from her forehead as...

                         WIGAND
               Slow down.  Slow down.  Slow down.
               Breathe deep.  Breathe deep.  Slow down,
               honey.  Slow down.  Slow down.

     Liane rushes in with rolled-up towels, kneels in front of
     Deborah, smiling to mask anxiety, and goes into the bathroom
     with the towels and turns on full blast the bathtub's hot
     water.  We don't know why yet...

     Deborah's chest heaves.  She's scared.  Jeffrey gets in front
     of her and talks to her to arrest her attention.

                         WIGAND (cont'd)
               Here we go.  Deep breaths, deep breaths.

                         BARBARA
               She was playing with the Pooh doll.

                         WIGAND
               Pooh's dusty, sweetheart...he's dusty,
               and you breathed him in, okay?  So what's
               - what's happening to you now is... cells
               called mast cells told your lungs "don't
               breathe any more of that dust in."
                   (beat)
               ...and the airways in your lungs are like
               branches.  And when the branches close
               up, you get an asthmatic attack.  And, we
               give you medicine, and you get better.
               Huh?  Okay?  You're better already,
               aren't you?

     And the medication's taking effect and she's calmer.

     Liane, hands clutched in her lap, smiles at Deborah.  Now she
     takes Deborah's hand and exchanges a look with Jeffrey.
     Jeffrey's a good father, a natural caregiver.

                         WIGAND (cont'd)
               Okay, baby?

     INT. THE WIGANDS' HOUSE, LOUISVILLE - EVENING

     Jeffrey, Liane and the two Girls silently eating dinner,
     Deborah in a bathrobe.

                         DEBORAH
               Can I go to dance tomorrow?  I'm
               better...

                         LIANE
               ...if you are, then I'll take Barbara to
               soccer and take you to dance after...

                         WIGAND
               I can take her.

                         LIANE
               Don't you have to be at the office?

                         WIGAND
                   (instead, getting up)
               Is there any more rice...?

                         LIANE
                   (nods)
               Yes, it's on the stove...

     He goes into the kitchen, to the stove, seeing...

                         LIANE (cont'd)
               Do you want more rice?

                         DEBORAH
               Maybe later.

                         LIANE
               How about you?

                         BARBARA
               I'll take some.

                         WIGAND
               Instant rice...?

                         BARBARA
               Can I go over to Janeane's house?

                         LIANE
               I'm sorry, darling, have you seen my
               coffee mug...?

                         WIGAND
               Try the car.

     And Liane going outside...

     EXT. THE WIGANDS' HOUSE - EVENING

     She opens Jeffrey's car looking in the front seat at the cup
     holders.  She turns to leave and sees the backseat filled
     with two boxes and the books we saw him take...

                         LIANE
               Uh, what are those boxes?

                         WIGAND
               I'm going to the store.  You need
               anything?

                         LIANE
               What do you need at the store?

                         WIGAND
               Soy sauce...

                         LIANE
               Right now?

                         WIGAND
                   (meaning in the car)
               That's my stuff from the office...

                         LIANE
               Why did you take your stuff from the
               office?

                         WIGAND
                   (simply)
               I didn't want to leave it there...

                         LIANE
                    (confused)
               I don't understand.

                         WIGAND
                   (matter of fact)
               I got fired this morning...  Where else
               am I gonna take it?

                         LIANE
               Why?  Who said?

                         WIGAND
                   (specifically)
               Thomas Sandefur...

                         LIANE
                   (stunned, fearful)
               What are we supposed to do...?  What
               about our medical coverage; what about
               our health?  What about our car payments?
               The payments on this house?

     He looks at her.  There's an unspoken moment when it seems
     he's desperate for her to ask how he's feeling...  But she
     doesn't and now there's a wall up and the moment passes...

                         WIGAND
                   (a beat, specific)
               There's a severance agreement...  It
               includes cash payouts over time and
               continuing medical coverage...
                   (beat)
               Sure you don't need anything?

                         LIANE
               No, thank you.

     She's stunned.  He leaves.  And as Liane's completely still,
     her accessories seeming literally to weigh her down, she
     wants to ask how he is, how he must be feeling, and she turns
     into CAMERA towards him to do that.  But he's driven off down
     the street.

                         LIANE (cont'd)
               Jeffrey...!

     INT. ANOTHER HOUSE IN BAALBEK - DAY

     The Sheikh, wearing a fresh white robe and skull cap, comes
     into the room...

                         THE SHEIKH
               I am very pleased to receive you as my
               guest, Mr. Wallace.

                         MIKE WALLACE
               Thank you for having us...

     REVERSE:  Norman's camera crew is setting up.  MIKE WALLACE
     is there.  A dangerous combination of intelligence,
     arrogance, and celebrity, there's a kinetic quality about
     him.

     Wallace sits across from the Sheikh on a dais of patterned
     linoleum in incongruous armchairs against a wallpaper mural
     of a French formal garden.  A Sound Technician wires the
     Sheikh and Mike with microphones.  Norman says something to
     Lowell and then goes out.

                         NORMAN
               I think I've got a problem with the
               gennie.  I have to go outside.

                         LOWELL
                   (going outside)
               Norman...?

     Mike turns his chair to face and slides it closer to the
     Sheikh's chair.  The Head Bodyguard barks something in
     Arabic.  The Interpreter says something back in Arabic.  The
     Sheikh, absorbed in his notes for the upcoming interview,
     ignores all of this.

                         INTERPRETER
               He says you must not sit so close.

                         MIKE WALLACE
               What?
                   (re:  Bodyguard)
               I can't conduct an interview from back
               there.

     The Bodyguard, bristling at Wallace's tone, barks more
     confrontational Arabic.

                         INTERPRETER
               You must move back your chair.

                         MIKE WALLACE
               Will you tell him that when I conduct an
               interview, I sit anywhere I damn please!

                         INTERPRETER
               There is no interview.

     As Mike leaps forward, moving inches from the Bodyguard's
     face with such sudden ferocity, even the Bodyguard flinches.

                         MIKE WALLACE
               You!  I'm talking to you!

     More armed men start to enter.

                         MIKE WALLACE (cont'd)
               What the hell do you think I am?  A 78-
               year-old assassin?  You think I'm gonna
               karate him to death with this notepad?
                   (to Interpreter)
               Are you interpreting what I'm saying?

                         INTERPRETER
               Yes.

                         LOWELL
               We're there.

                         MIKE WALLACE
               Good, well ask him if Arabic is his
               second language.

                         LOWELL
                   (to Interpreter)
               Don't interpret that!
                   (to both)
               Hold it.  Hold it.  Hold it!  Slow,
               slow!!
                   (to the Sheikh)
               Sheikh, do you mind...if you would just
               turn your chair a little bit to face Mr.
               Wallace?

     The Sheikh looks up from his notes, nods, fixes his chair,
     goes back to his notes...

                         LOWELL (cont'd)
               Is that okay?

                         INTERPRETER
               Okay.

                         LOWELL
                   (Bodyguard assents; to Mike)
               Are you ready?  Or you want to keep
               fucking around and warm up some more...?

                         MIKE WALLACE
               No.
                   (wry)
               ...that's got my heart started.

     They know each other well.  Lowell smiles.  Wallace sits
     down.

                         LOWELL
               Alright, Todd, give me the three-button
               on Mike, please.  Okay.  We are rolling.
               Okay, Mike.

     They roll camera...  "60 Minutes"...  "Hezbollah"...

                         MIKE WALLACE
                   (charming)
               Sheikh Fadlallah, thank you so much for
               seeing us.
                   (changes)
               Are you a terrorist?

     The Sheikh didn't expect the Mike Wallace opening shot
     between the eyes.  He recovers...

                         THE SHEIKH
               Mr. Wallace, I...am a servant of God.

     That expression of incredulity...

                         MIKE WALLACE
               A servant of God?  Really...

     Mike, tipping his glasses down while the hostile Gunmen,
     cradling weapons, watch him through the doorway...

                         MIKE WALLACE (CONT'D)
               Americans believe that you, as an Islamic
               fundamentalist, that you are a leader who
               contributed to the bombing of the U.S.
               Embassy.

     The ballsiness of Wallace, asking these questions in this
     place, is impressive...

     EXT. BERKELEY - LATE MORNING

     It's still.  A MAIL TRUCK is stopped at an odd angle in the
     street outside an older brick house with a bold redwood Big
     Sur-like fence on a hillside.  Beyond the truck is a forever
     view of the Bay.  A handle turns.  Mail truck door opens.
     Mailman, carrying a box, going through the gate.  Doorstep.
     Box is deposited there.  It's quiet again.  The BOX sitting
     nakedly by the front door...

     INT. LOWELL'S HOUSE, BEDROOM, BERKELEY - LATE MORNING

     Lowell, in sweat pants and an old tee shirt now, is on the
     telephone, still in bed...  Newspapers, The New York Times,
     The Wall Street Journal, San Francisco Chronicle, are spread
     all over...home as refuge.  A tray with large cups of coffee
     is on a side table.

                         LOWELL
               ...everyone thinks Canadian Mounties
               ride horses and rescue ladies from
               rapids, Mike.  They backed locals in Oka
               in a fight with Mohawks over building a
               golf course on their burial site.  They
               beat up protesters at Kanasake...
                   (pause)
               Where'd you hear that?

     The other phone on a nightstand rings...  A Woman in her
     forties, SHARON TILLER, enters, in a bathrobe, brushing her
     teeth.  She answers it...

                         LOWELL (cont'd)
                   (droll)
               Oh, someone took a poll?  "Are all things
               Canadian boring...?"

                         SHARON
                   (to Lowell)
               It's Stuart...he's in Mexico City...

                         LOWELL
               Let me call you back...

     He takes up the line...listening...

                         LOWELL (CONT'D)
               Yeah, Stuart...  What New York bank?

     A young Man in his early twenties wanders in...

                         JAKE
               Hey Dad...Sharon...

     Lowell waves at JAKE, his son.

                         SHARON
                   (to Jake)
               No classes this morning?

                         LOWELL
               Will he go on-camera and talk about the
               Mexico City branch?

                         JAKE
               I don't have to be there until ten-
               thirty.

     Lowell's son sits on the bed looking at part of a newspaper.
     And another young Man, in his early twenties, with long hair
     comes strolling in, Sharon's son, JOSIAH.

                         JOSIAH
               Hi Mom, Lowell...

     Lowell, still on the phone, waves to him.

                         SHARON
               Hi, sweetheart...

     Josiah sits on the bed too, reading the back of the sports
     section Jake is reading...  Another line rings, Sharon
     getting it.  The Boys, used to them, get up, and leave...

                         LOWELL
                   (into phone)
               Will independent sources corroborate
               that?

                         SHARON
               Hello?  Yeah...

     EXT. THE BERKELEY HOUSE - MORNING

     The Boys coming out of the house together...  And seeing the
     BOX by the door...

                         LOWELL'S SON
                   (shouts back inside)
               Dad, you got a box out here...

     And they go out the gate, talking, walking off along the
     Berkeley street.  The box left waiting by the door.

                         LOWELL
                   (looking at her itinerary)
               Let me see this...  No, 'cause I gotta
               know where you're going at all times.

     INT. LOWELL'S HOUSE, BEDROOM, BERKELEY - MORNING

                         SHARON
                   (into phone)
               I can't...  I've got to fly to Boston
               tomorrow.

     Lowell comes with the box back to bed.  He's already
     unwrapped it.  Inside are stacks of papers...  He looks at
     the box cover.  No return address.  An anonymous sender; not
     unusual for him.  He casually looks through the papers.

                         SHARON (CONT'D)
               Two p.m.  Great.  Bye-bye.
                   (hangs up)

                         LOWELL
                   (reading)
               ..."ignition propensity?"
                   (to Sharon)
               ...you understand any of this...?

     He gives her some papers.  We see formulas...scientific data
     in tables...

                         SHARON
               ...no...this looks like a table of
               temperatures...  Who's this from?

                         LOWELL
                   (shrugs)
               ...it's anonymous.  References to "P.M."
                   (motions)
               It's got to be Philip Morris, huh?

                         SHARON
               I have to take a shower.

     As he looks at the papers, Sharon goes into the bathroom...

     INT. THE FEDERAL DRUG ADMINISTRATION AGENCY, CAFETERIA,
     WASHINGTON - DAY

     We see a MAN in his forties, eating a late lunch, getting
     paged in a crowded cafeteria.  An old 1930's WPA mural on the
     wall...  His pager goes off...

     Doug Oliver walks across the cafeteria to a bank of pay
     phones and dials.

     INT. LOWELL'S HOUSE, DEN - BERKELEY - MORNING

     The phone rings.  Lowell picks it up...

                         LOWELL
               Yeah.

                         DOUG OLIVER
                   (into phone)
               Hi, this is Doug Oliver...

                         LOWELL
               Oh, hi, Doug...it's Lowell.  I'm doing
               this story on fire safety...  People
               burning up from falling asleep smoking.
               I received a shitload of scientific
               papers from inside Philip Morris...
               Anonymous.  You or anybody in FDA know
               someone who can translate this stuff into
               English for me?

                         DOUG OLIVER
                   (beat)
               ...uh, yeah...

     EXT. A BERKELEY CAFE - CLOSE:  PAY PHONE

     There's the sound of a phone ringing.  PULL BACK to reveal
     Lowell outside a cafe with dry cleaning he collected over one
     shoulder.  A LITTLE GIRL'S VOICE OVER (Deborah's) answers.
     "Hello."

                         LOWELL
               Mr. Wigand, please.

     There's a whisper..."Someone's calling for Daddy, Mom."

     Behind Lowell is a humming Berkeley street.  He gestures
     familiarly to a Server, who brings out his two take-out
     cappuccinos.  Lowell nods his thanks, pays...

                         LOWELL (cont'd)
               Thank you, Bob.

                         LIANE'S VOICE (OVER)
               Who's calling?

                         LOWELL
               My name's Lowell Bergman...  I'm --

                         LIANE'S VOICE (OVER)
               Did you say Berman?

                         LOWELL
               No, Bergman...B.E.R.G.M.A.N....  I'm a
               producer with "60 Minutes"...

                         LIANE'S VOICE (OVER)
               "60 Minutes"?

                         LOWELL
               Yeah.

                         LIANE'S VOICE (OVER)
               "60 Minutes," the television show?

                         LOWELL
               Yes.

     Lowell waits for some moments, and...

     INT. THE WIGANDS' HOUSE, LOUISVILLE - DAY

                        LIANE
                   (on phone)
               He doesn't want to talk to you.

     EXT./INT. BERKELEY CAFE - DAY

                         LOWELL
               How does he know he doesn't want to talk
               to me?  He doesn't know what I'm calling
               him about...

                         LIANE'S VOICE (OVER)
               He doesn't care to know.

     And she hangs up.  Lowell's motionless...  And his interest
     piqued, he sets down his cleaning.  He calls back...  The
     phone rings and rings...  A MACHINE picks it up...  Jeffrey
     Wigand's Voice:  "This is the Wigands'...  If you'd like to
     leave a message or send a fax, start now..."

     INT. THE WIGAND HOUSE, JEFFREY'S OFFICE, LOUISVILLE - DAY

     And we see Jeffrey Wigand, sitting at his desk in his office,
     working on his computer, hearing Lowell...

                         LOWELL'S VOICE (OVER)
                   (on the machine)
               This is Lowell Bergman with "60
               Minutes"...  I'm doing a story on fire
               safety and cigarettes...  I have
               scientific documents from a tobacco
               company, and I could use your help as a
               consultant explaining these documents to
               me...  My number is area code 510-555-
               0199...  I'll be there, at this number,
               in 10 minutes.

     He hangs up.  Jeffrey doesn't react, quietly working on his
     computer.

     INT. LOWELL'S OFFICE, BERKELEY - DAY

     Lowell's restless, waiting...  And not getting a call back,
     he tries another tact.  He writes a FAX, "Please call me
     at..."  He writes his number down.  He sends the Fax.  He's
     still.  It's quiet.  And not getting an answer he gets up,
     starting to leave the room.  And suddenly the fax machine
     RINGS...  He turns.  He reads a message emerging from the
     machine..."I can't talk to you..."  He's quiet.  He writes on
     a piece of paper..."Can't talk to me?"  "Won't talk to me?"
     "Don't want to talk to me...?"  As he faxes it back...

     INT. THE WIGANDS' HOUSE, OFFICE, LOUISVILLE - DAY

     Wigand reading the return fax from Lowell...

     INT. LOWELL'S OFFICE, BERKELEY - DAY

     Lowell, waiting...  The fax machine rings again...  He reads
     Jeffrey's answer.  "Can't."  "Won't."  "Don't want to..."
     He's quiet, more than just interested, now.  There's
     something beyond intriguing here.  He turns.  He looks
     through a stack of phone books for something...a nationwide
     800 directory.  He looks through it and dials Wigand's phone
     number again...

                         LOWELL
               If you're curious to meet me...

     INT. WIGANDS' HOUSE, OFFICE, LOUISVILLE - DAY

     Wigand working on his computer...  Lowell's VOICE on his
     answering machine...

                         LOWELL'S VOICE (OVER)
                   (on machine)
               ...I'm gonna be in the lobby of the
               Seelbach Hotel in Louisville, reading The
               New York Times, tomorrow, at five
               o'clock...

     Lowell clicks off.  And as Wigand sits at his computer,
     giving no indication what he might do...

     INT. THE SEELBACH HOTEL LOBBY, LOUISVILLE, KENTUCKY - EARLY
     EVENING

     An old hotel with faded carpets.  Lowell in the lobby reading
     a New York Times, waiting...  And instead of looking up every
     time somebody passes, he looks down at people's shoes.  A
     pair of black wing tips walking by...  A woman's high
     heels...  A pair of men's tasseled loafers.  A lace-up brown.
     A pair of tennis shoes.  A cordovan wing tip.  The pair of
     tasseled loafers walking by again...  And Lowell looks up...

     And the Man in the tasseled loafers, turns away...  It's
     Jeffrey Wigand in a suit and a tie with a Fortune 500,
     corporate-executive bearing...  Lowell crosses to the
     elevators.  Wigand looks around the lobby and follows Lowell
     in, and as the doors close...

     INT. A HOTEL ROOM, LOUISVILLE - EARLY EVENING

                         LOWELL (OVER)
               Have you always lived in Louisville?

     Brilliant late afternoon sunlight.  We PULL BACK to see
     Jeffrey, standing by a window, silently looking outside to
     the left...  Lowell, cool, waiting, hands in his pockets, in
     the middle of the large room...

                         WIGAND
               Mr. Bergman?  What did you want me to
               consult about?

     A sudden KNOCK on the door...

                         WIGAND (CONT'D)
                   (turns, suspicious)
               Who's that?

                         LOWELL
                   (wry)
               That's room service.  They usually knock
               first.
                   (calls)
               Come on in...  Over here, please.

     Room Service brings in a tray with coffee.  As Lowell signs
     the bill, the Room Service Waiter waiting, looks at Wigand...
     Their eyes meet...  The Waiter looks away.

                         LOWELL (cont'd)
               Thank you.

     And the Waiter leaves...

                         LOWELL (CONT'D)
                    (pouring)
               How do you like your coffee?  Black?

                         WIGAND
               Black, black...

     Lowell gives him his cup of coffee.

                         WIGAND (CONT'D)
               Look, I really don't have that much
               time...

                         LOWELL
                   (nods)
               Is there anything you want to know about
               me, Mr. Wigand...?

                         WIGAND
               Like what?  Your sign?

     Lowell smiles.

                         WIGAND (CONT'D)
               I know what I have to know.

                         LOWELL
               Just so I know you know, when I talk to
               people in confidence, it stays that way.

                         WIGAND
                   (abruptly)
               How did a radical journalist from
               Ramparts Magazine end up at CBS?

     Lowell looks at him, he does his homework...

                         LOWELL
               I still do the tough stories.  "60
               Minutes" reaches a lot of people.

     Wigand's quiet, measuring him.

                         WIGAND
                   (after a beat)
               Let me see the documents...

     Lowell gives him the box of papers...  Wigand sits down, the
     box on his lap, quietly looking through them...flips to a
     different heading, consults a chart...

                         WIGAND (CONT'D)
               ...this is a Fire-Safety Product Study
               for Philip Morris.  Burn rates...ignition
               propensity...things of this nature.
                   (after a beat)
               I could very easily explain this to you
               in layman's terms, because it's from
               another company...

     He puts the papers down...

                         WIGAND (cont'd)
               ...but that's as far as I go...

                         LOWELL
               Far as you go where?

                         WIGAND
                   (a beat)
               This issue is a drop in the bucket.  I
               can talk to you about what's in here.
               But I can't talk to you about anything
               else.

     And Lowell knows something else is going on here...

                         WIGAND (CONT'D)
                   (meaning Philip Morris
                    documents)
               I signed a confidentiality agreement.  I
               honor agreements...

     A lot more is going on here...  Lowell nods, a good
     reporter...

                         WIGAND (CONT'D)
               Doesn't CBS have confidentiality
               agreements, Mr. Bergman?

                         LOWELL
               Between journalists and management, yes,
               I believe they do...but I don't take that
               seriously.
                   (after a beat)
               Where do you work?

                         WIGAND
               Did work.

                         LOWELL
                   (fast)
               Did work.

                         WIGAND
                   (the bottom line)
               How much would I get paid?

                         LOWELL
               That, you have to discuss with CBS
               Business Affairs.  But, for something
               like this, I would say anywhere between
               10, 12 thousand.

     Wigand nods "Okay."

                         WIGAND
               Should I just take the documents now?

                         LOWELL
               If you want to do it.

     He turns to leave...  Lowell gets the door for him...  Wigand
     momentarily slows...

                         WIGAND
               I worked as the head of Research and
               Development for Brown & Williamson
               Tobacco Company.  I was a Corporate Vice
               President.  Mr. Bergman...

     And he goes out the door...  Lowell's still.  Wigand's job
     title resonates.  Lowell turns to the window, casually
     looking into the early evening...and he comes face to face
     with what Wigand was staring at, The Brown & Williamson
     Tobacco Company Headquarters Building, lit up right across
     the street...

     INT. CBS, A SCREENING ROOM - DAY

                         MIKE WALLACE
                   (on screen)
               "President Assad of Syria said that
               difficult obstacles remain but that his
               country, quote, 'looks forward to a
               great, long peace with Israel.'"

     TAIL LEADER.  THEN BLACK.  Suddenly lights come on.
     Executive Producer DON HEWITT is suddenly on his feet.  A
     veritable dervish, in constant motion...

                         DON HEWITT
                   (kissing Mike)
               It's a Peabody, Mike.  When you're dead
               and buried, Hezbollah is the one they're
               gonna remember you for...

     Mike, used to him, ignores him, getting up, turning to leave,
     Hewitt on his tail...while...

                         LOWELL
                   (to his Editor)
               ...come in earlier on Mike's Marine
               barracks line when he's talking to Sheikh
               Mussawi...

                         MIKE WALLACE
               You eating with us?

                         LOWELL
               Yeah.

                         MIKE WALLACE
               Bring a tie so they'll let us in the
               front door...

     And Lowell gestures for an olive-skinned Woman in her late
     thirties, Lowell's assistant, DEBBIE DELUCA, to join them.
     The eye contact on the way out says there's something
     important he needs to tell her...

     EXT. CBS - DAY

     There's a blast of NOISE.  The City.  Lowell, Wallace,
     Hewitt, Debbie, enter from the CBS lobby, moving through the
     reflections.  Lowell is about to say something to Debbie, but
     BILL FELLING, Evening News' Assignment Editor, coming the
     other way...

                         LOWELL
               Debbie...

                         FELLING
               Hey, Lowell.

     Midstream, fast:

                         LOWELL
               Oh, Bill...  Main Justice is
               investigating a major New York bank.
               Laundering narco dollars out of their
               Mexico City branch.  You want it for the
               Evening News?

                         FELLING
               What about you, you got a crew already?

                         LOWELL
               I'm gonna do a follow-up.

                         FELLING
               Okay.
                   (leaves)

                         LOWELL
               Catch ya' later.

     EXT. 53RD STREET, NEW YORK - DAY

     Lowell, crossing...

                         LOWELL
               Debbie...

     And, now, as they cross Madison...

                         LOWELL (CONT'D)
                   (to Debbie; finally)
               I want you to get legal onto CORPORATE
               CONFIDENTIALITY AGREEMENTS.  Boundaries
               of their constraint.  Kentucky state law
               about.  I want you to drop everything.

                         DEBBIE DELUCA
                   (cuts in)
               Okay.

     Hewitt stops to buy a newspaper.  He doesn't have change,
     Debbie does.

     EXT. 55TH STREET (WESTBOUND), NEW YORK - DAY

     And Mike, Lowell and Don bang into Michael's restaurant.  We
     SEE them through the glass, being greeted, people shaking
     their hands, escorted by the maitre d' to their table as...

     INT. THE BROWN & WILLIAMSON BUILDING, MAIN LOBBY,
     LOUISVILLE - DAY

     Meanwhile, it's static.  Still, frozen.  Jeffrey sits in the
     RECEPTION AREA of The Brown & Williamson Tobacco Company
     headquarters.  Complimentary cigarettes are arranged on
     tables.  A dark quiet.  The hush of big business.  Standing
     in the background by a wall next to the banks of elevators,
     is an ever-present Man, another one, with an earphone and
     lapel microphone...

                         UNIFORMED SECURITY
                   (to Wigand)
               Mr. Wigand, you can go up now...

     He gets up, crossing to an elevator.

     INT. THOMAS SANDEFUR'S OFFICE, BROWN & WILLIAMSON - DAY

                         THOMAS SANDEFUR
                   (re:  his distraction)
               Sorry.  I'm accepting an award from the
               Retinitis Pigmentosa Foundation.  It's
               going to kill the rest of my day.

     THOMAS SANDEFUR is absorbed in spreadsheets of regional sales
     figures.  Dark pouches are under his eyes.  He doesn't look
     up.  He doesn't look healthy.  We're in a luxurious office
     with a view of Louisville.  Jeffrey is waiting in a chair.
     Sandefur is Brown & Williamson's CEO.  Two LAWYERS, their
     briefcases, like weapons, close at hand, sit on a couch.
     Their jackets are off.  They wear expensive shirts.

                         THOMAS SANDEFUR (cont'd)
                   (finishing; looking up at
                    Jeffrey)
               So.  You had a chance to play golf?

     Surprisingly affable, Sandefur prides himself on his
     salesman's sunny manners.  He has a mellifluous Georgia
     accent...

                         THOMAS SANDEFUR (CONT'D)
                   (to the Lawyers)
               Jeff's a premiere golfer...  What are
               you, a two handicap?

                         WIGAND
                   (precise)
               Seven...

                         THOMAS SANDEFUR
                   (to lawyer)
               And, he gets out there and he has five
               strokes on us.  He has more concentration
               than anybody I've ever met.  It's spooky
               how he can concentrate.

                         WIGAND
               I'd rather play than talk about it.
                   (beat)
               What did you want to see me about?  I
               don't like being back here.

     Sandefur smiles, used to him.

                         THOMAS SANDEFUR
               Jeffrey says exactly what's on his mind.
               Most people consider what they're
               saying...social skills...  Jeffrey just
               charges right ahead.
                   (smiles, after a beat)
               Now, I know you understood the nature of
               the confidentiality portion of your
               severance agreement with Brown &
               Williamson, Jeff...

                         WIGAND
               Chapter and verse.

                         THOMAS SANDEFUR
                   (nods)
               Yeah, I know you do...
                   (beat)
               You know, I came up through sales.  One
               of the reasons I was a great salesman,
               was I never made a promise I couldn't
               keep.
                   (beat)
               I knew that if I ever broke my promise
               I'd suffer the consequence...

     And there's a warning behind it...

                         WIGAND
                   (contained)
               Is that a threat?

                         THOMAS SANDEFUR
               ...we worked together for, what was it,
               three years...?
               Now, the work we did here is
               confidential, not for public
               scrutiny...any more than are one's family
               matters...

                         WIGAND
                   (quietly)
               You threatening my family, now, too?

                         THOMAS SANDEFUR
               Now, don't be paranoid, Jeff.
                   (a beat)
               About the direction of research here, we
               may have had our differences of
               opinion...

                         WIGAND
               "Research..."
                   (smile + scorn)
               You declare, as a badge of honor, you
               don't even know what makes water boil...

                         THOMAS SANDEFUR
               That's why we hire scientists...

                         WIGAND
                   (interrupts, direct)
               Okay.
                   (a beat, honest)
               I don't believe you can maintain
               corporate integrity without
               confidentiality agreements.  I was paid
               well for my work.  The health and welfare
               benefits are good.  The severance package
               is fair.  I have no intention of
               violating my confidentiality agreement
               and disclosing that which I said I
               wouldn't.

                         THOMAS SANDEFUR
               I appreciate all that, Jeff.  But, upon
               reflection...we've decided to expand our
               zone of comfort with you.

     And there's a seriousness that weighs heavily on the room...

                         THOMAS SANDEFUR (CONT'D)
               So we've drafted a supplement to your
               agreement...it broadly defines and
               expands in more detail what is
               "confidential."  Nobody will be able to
               say, "Well, hell's bells, Margaret, I
               didn't know that was a secret..."
                   (beat)
               We're very serious about protecting our
               interests.
                   (a beat)
               We'd like you to sign it.

     And he's acutely aware of the threat behind it...

                         WIGAND
                   (a beat)
               And if I don't?

                         A LAWYER
                   (speaking for Sandefur)
               If we "arrive" at the conclusion you're
               acting in bad faith?  We would terminate,
               right now, payouts under your severance
               package.  You and your family's medical
               benefits.  And initiate litigation
               against you, Mr. Wigand.

                         WIGAND
               Dr. Wigand.

                         A LAWYER
                   (a beat)
               Dr. Wigand...after you've examined the
               document, you will see it is in your own
               best interest and you'll sign it.

     Jeffrey slowly turns to face the attorney.  And we see on his
     face the true nature of this man.

                         WIGAND
               So, what you are saying is:  it isn't
               enough that you fired me.  For no good
               reason!  Now you question my integrity?
               On top of the humiliation of being fired?
               You threaten me?!  You threaten my
               family?!
                   (beat)
               It never crossed my mind not to honor my
               agreement...
                   (turning, to Sandefur)
               But I will tell you, Mr. Sandefur, and
               Brown & Williamson, too...  Fuck me?
                   (a beat)
               Well, fuck you!!

     And with that he gets up, and leaves...  And it's quiet...

                         A LAWYER
               I'm not sure he got the message...

                         THOMAS SANDEFUR
                   (with total confidence)
               Oh, I think he did.

     EXT. A PHONE BOOTH, LOUISVILLE - DAY

     Wigand picks up the phone and dials.

     INT. THE NEW YORK RESTAURANT - DAY

     They've finished lunch.  Wallace and Hewitt are turned to
     talk to Sam Cohn and an older writer as suddenly Lowell's
     cell phone rings.

                         LOWELL
                   (answering)
               Yeah...

                         WIGAND'S VOICE (OVER)
               ...you fucked me!

                         LOWELL
               Who is this?

     EXT. A PHONE BOOTH, LOUISVILLE - DAY

                         WIGAND
                   (crazed)
               ...protect your sources...!  You screwed
               me!  You sold me out!

     INT. THE NEW YORK RESTAURANT - DAY

                         LOWELL
               What are you talking about?  Where are
               you?

     EXT. THE PHONE BOOTH, LOUISVILLE - DAY

                         WIGAND
               Fuck you, too!

     And he slams down the phone.

     INT. THE RESTAURANT, NEW YORK - DAY

     Lowell, holding the dead phone in his hand...

     EXT. A GOLF DRIVING RANGE, LOUISVILLE - NIGHT

     We see a brightly lit, golf driving range, empty, the wet
     grass under the lights vibrant, emerald green...  A caged
     cart, with one big yellow headlight, like some kind of
     strange insect, drives across the range, picking up golf
     balls.  And we see Jeffrey hitting golf balls, driving one
     after another, after another...  His swing is powerful,
     angry, a lone golfer, trying to chill out.  He pauses, spent.
     Settling down, he exhales.  Then, he looks down the way...
     And he slows...  He sees in the far distance, spot-lit, one
     other lone golfer, a Stocky Man, incongruously in a suit and
     tie, watching him...  And the Man in the suit right then,
     with great power and a tremendous follow through drives a
     golf ball...  The ball slamming into the steel net.  And the
     lights SUDDENLY go out.  The range closing for the night.
     The "insect" comes to a stop.  And it's quiet, dark.  Jeffrey
     gathers up his clubs.  He crosses, his golf shoes, the metal
     cleats, clicking on the pavement, toward the PARKING LOT.
     And there's the sound of the clicking of golf shoes behind
     him.  He turns.  And the stocky Man in the suit, carrying a
     golf bag walking some distance behind him, staring at him.
     Jeffrey comes to the parking lot.  It's empty.  Just
     Jeffrey's car, and despite all the empty spaces, another car,
     purposely or otherwise, parked right next to his.  He crosses
     to his car, getting in...

     INT. WIGAND'S CAR - NIGHT

     He drops the three clubs in the rear seat and settles behind
     the wheel.  He turns.  And he sees the Man in the suit has
     gotten in the car next to his.  They look at each other.  The
     Man, in no hurry, lights a cigarette, relaxes.  It's
     malevolent as hell.  And Jeffrey, suddenly, grabbing a golf
     club, jumps out of his car...

     EXT. THE PARKING LOT, DRIVING RANGE, LOUISVILLE - NIGHT

     Golf club in hand at the driver side window...

                         WIGAND
                   (motioning with the club,
                    threatening)
               Stay away from me!  You stay away from
               me!

     The Man starts his car, and drives off nonplussed.  It's
     still.  And as Jeffrey with the golf club stands in the empty
     parking lot, not knowing what's threatening him, something
     real, something imaginary...

     EXT. THE WIGAND HOUSE, LOUISVILLE - WIDE SHOT: WIGANDS'
     HOUSE - EARLY MORNING

     A violent rain's falling.  And we see Jeffrey coming out of
     the house holding an umbrella over his little Girls.  They
     start towards the car.  There's the sound of a car door
     shutting.  Liane, carrying lunch boxes, comes after them...

                         LIANE
               Jeffrey, you forgot their lunches --

     She slows, seeing someone.  Jeffrey turns:  it's Lowell.
     He's surprised.

                         LOWELL
               Mrs. Wigand, how do you do?

                         WIGAND
                   (to the girls, protectively)
               Jump in, quick, c'mon...

                         LOWELL
               I'm Lowell Bergman.  We spoke on the
               phone, remember?

     The Girls climb in the car.  Lowell crosses behind the Audi
     around the far side.

                         LOWELL (CONT'D)
               C'mere.  I want to talk to you.

                         WIGAND
               Good.  I want to talk to you.

     Jeff closes the door on his daughters and joins Lowell around
     the far side of the car.

                         WIGAND (CONT'D)
                   (confronting him)
               What do...

                         LOWELL
                   (running over)
               I did not burn you.  I did not give you
               up to anyone!

                         WIGAND
                   (continuing)
               This is my house...  In front of my wife,
               my kids?!  What business do we have?

                         LOWELL
               To straighten something out with you.
               Right here.  Right now.

                         WIGAND
               So, you didn't mention my name?  You
               haven't talked to anybody about me?

                         LOWELL
               Why am I gonna mention your name?

                         WIGAND
               How did Brown & Williamson know I spoke
               to you...?

                         LOWELL
               How the hell do I know about Brown &
               Williamson?

                         WIGAND
               It happened after I talked to you.  I do
               not like coincidences!

                         LOWELL
               And I don't like paranoid accusations!
               I'm a journalist.  Think.  Use your head.
               How do I operate as a journalist by
               screwing the people who could provide me
               with information before they provided me
               with it?

                         WIGAND
                   (skeptical)
               You came all the way down here to tell me
               that?

                         LOWELL
               No.  I did not.  Big Tobacco is a big
               story.  And you got something important
               to say.  I can tell.
                   (a beat, personal)
               But, yes.  I did.
               I came all the way down here to tell you:
               story, no story, fuck your story, I don't
               burn people.

     It starts to rain harder.  They look at each other.  Jeffrey,
     without saying a word, gets in the Car.  He backs out.
     Lowell, left standing in the driveway with Liane in the rain.
     Liane goes back into the house.  And Lowell starts back
     across the street to his car.  There's a sound.  He turns.
     Jeffrey's car, having gone around the corner, has come back
     and stopped in the street.

                         WIGAND
                   (after a beat)
               Ride with me while I take the girls to
               school...

     Lowell hesitates, then gets into the car in the back seat.

     INT. WIGAND'S CAR - MORNING

     They drive away.  Lowell, incongruously sitting in the back
     seat with Barbara.  Jeffrey and Deborah in the front seat.
     And it's quiet, just the sound of the wipers on the window.
     And as Lowell rides with them...

     EXT. A RIVERSIDE PARKING LOT IN LOUISVILLE - WIDE REAR SHOT
     - MORNING

     We see the Car's parked in a weed-strewn empty lot.  Rain,
     pounding on it and the surface of the river beyond...

                         WIGAND'S VOICE (OVER)
               ...and my little girl has acute asthma...
               Deborah.  My eldest daughter.

     INT. WIGAND'S CAR, LOUISVILLE - REAR TWO SHOT - MORNING

     The Girls are gone.  We enter mid-scene.  Lowell's still in
     the back seat...

                         WIGAND (CONT'D)
               And, I'm unemployed.  So I have to
               protect my medical coverage.
                   (the bottom line; turning to
                    look at Lowell in the rear
                    seat)
               ...so I left them a message this morning.
               Their expanded confidentiality agreement?
               I will sign it.

                         LOWELL
               They're afraid of you, aren't they?

                         WIGAND
               They should be.

     The sound of the rain...

                         LOWELL
                   (after a beat, trying to make
                    it easier for him)
               Talk to me outside the zone of your
               agreement?

                         WIGAND
                   (guarded)
               Like what?

                         LOWELL
               Like where'd you work before Brown &
               Williamson?

                         WIGAND
                   (a beat)
               Johnson & Johnson.  Union Carbide in
               Japan.  I was general manager and
               director of new products.  I speak
               Japanese.  I was a director of corporate
               development at Pfizer.  All health-
               related.
                   (wry)
               What else?  Outside the "zone"...?

                         LOWELL
               I don't know...you think the Knicks are
               gonna make it through the semi-finals?

     Wigand smiles...as their eyes meet in the rear view mirror.
     A subtle connection...  It passes...

                                                       DISSOLVE TO:

     INT. WIGAND'S CAR - WIDE FRONTAL - DAY

     Jeff's car in the field, the giant Colgate-Palmolive clock
     behind.  The rain stopped.  Steam rises from the weed strewn
     empty lot.  Lowell's in the front seat.  And we get the
     feeling they've been talking for hours...

                         LOWELL'S VOICE (OVER)
               Just give me an example...

                         WIGAND
               For example.  James Burke, the CEO of
               Johnson & Johnson...when he found out
               that some lunatic had put poison in
               Tylenol bottles, he didn't argue with the
               FDA...  He didn't even wait for the FDA
               to tell him.  He just pulled Tylenol off
               every shelf of every store right across
               America.  Instantly.  And then he
               developed the safety cap...  Because,
               look, as a CEO, sure, he's gotta be a
               great businessman, right?  But he's also
               a man of science.  He's not going to
               allow his company...to put on the
               shelf...a product that might hurt people.
                   (sarcastic)
               Not like the Seven Dwarfs...

                         LOWELL
               Seven dwarfs?

                         WIGAND
               The seven CEOs of Big Tobacco...they got
               up in front of Congress that time...it
               was on television...

                         LOWELL
               ...and swore under oath that they know
               nothing about addiction, disease...

                         WIGAND
               It was on C-SPAN.  Yeah.

                         LOWELL
               Okay, so, here you are...you go to work
               for tobacco.
                   (after beat)
               You come from corporate cultures where
               research, really, creative thinking,
               these are core values.  You go to
               tobacco...  Tobacco is a sales culture.
               Market and sell enormous volume.  Go to a
               lot of golf tournaments.  The hell with
               everything else.
                   (beat)
               What are you doing?  Why are you working
               for "tobacco" in the first place?

                         WIGAND
                   (deadly honest)
               I can't talk about it.  The work I was
               supposed to do...might have had some
               positive effect.  I don't know...it could
               have been beneficial.
                   (bitterness there)
               Mostly, I got paid a lot.  I took the
               money.  My wife was happy.  My kids had
               good medical.  Good schools.  Got a
               great house.
                   (simply)
               I mean, what the hell is wrong with
               that...?

     He looks at Lowell, as if needing validation...

                         LOWELL
               Nothing's wrong with that.  That's it;
               you're making money...you're providing
               for your family?  What could be wrong
               with that?

     It's quiet.  After some moments...

                         WIGAND
               I've always thought of myself...as a man
               of science.  That's what's wrong with it.

                         LOWELL
               Then...you're in a state of conflict,
               Jeff.

     Jeffrey doesn't say anything.

                         LOWELL (CONT'D)
               Because, look, here's how it lays out: if
               you got vital, insider stuff the American
               people for their welfare really do need
               to know...and you feel impelled to
               disclose it and violate your agreement in
               doing so, that's one thing.  On the other
               hand, if you want to honor this
               agreement, then that's simple.  You do
               so.  You say nothing.  You do nothing.
               There's only one guy who can figure that
               out for you.  And that's you.  All by
               yourself.

     Lowell's evenhanded...is it too evenhanded?  As Wigand
     contemplates the edge he's standing on, they're quiet.  Then
     Wigand sees the time...

                         WIGAND
               I've got to go pick up the girls.  They
               only had half a day...

     Lowell nods.  Jeffrey starts the car.  The windshield wipers
     screech on a dry window.  Their eyes meet.  As they drive
     off...we HOLD on the Colgate-Palmolive Clock.

     INT. A KITCHEN AREA, CBS OFFICES, NEW YORK - DAY

     We've entered mid-scene...  A monitor on a cart plays a 1/2-
     inch VCR of a C-SPAN broadcast.  Seven CEOs of Big Tobacco...
     in front of a bas relief of the American eagle.  Each in turn
     swears nicotine is not addictive or he doesn't know anything
     about health risks, they're not sure, maybe, maybe not,
     etc....

                         LOWELL (OVER)
               He referred to this...the Seven Dwarfs...

                         MIKE WALLACE (OVER)
               What "Seven Dwarfs?"

                         LOWELL (OVER)
               The seven CEOs of Big Tobacco... Referred
               to this...  Said they should be afraid of
               him...  I assume, afraid of what he could
               reveal.
                   (to Staff Lawyers)
               Now, you tell me.  What does this guy
               have to say that threatens these people?

     And, now, we see Lowell, Mike Wallace and Debbie DeLuca with
     two staff Lawyers, MARK STERN and JOHN HARRIS, sitting around
     a workstation used as an improvised eating area.

     Beyond them are the "60 MINUTES" offices, workstations, piles
     of material, television monitors hanging from the ceiling,
     all tuned to CBS programming...

                         MIKE WALLACE
               Well, it isn't "cigarettes are bad for
               you"...

                         LOWELL
               Hardly new news.

                         MIKE WALLACE
               No shit.

                         LOWELL
               What's this?

                         MARK STERN
                   (re:  video)
               What that is is tobacco's standard
               defense.  It's the "we don't know"
               litany:  "Addiction?  We believe not.
               Disease?  We don't know.  We take a bunch
               of leaves, roll 'em together.  You smoke
               'em.  After that?  You're on your own.
               We don't know."
                   (beat)
               So...tells me nothing.
                   (beat)
               Besides, you'll never get what he's got.

                         LOWELL
               Why not?

                         JOHN HARRIS
               Because of this guy's confidentiality
               agreement, he is never gonna be able to
               talk to you.

                         LOWELL
               That's not good enough.  This guy is the
               top scientist in the number three tobacco
               company in America.  He's a corporate
               officer.  You never get whistle-blowers
               from Fortune 500 companies.  This guy is
               the ultimate insider.  He's got something
               to say; he wants to say it; I want it on
               "60 Minutes."

                         JOHN HARRIS
               Doesn't matter what he wants.

                         MIKE WALLACE
               Am I missing something here?

                         JOHN HARRIS
               What do you mean, Mike?

                         MIKE WALLACE
               He's got a corporate secrecy agreement?
               Give me a break.  This is a public-health
               issue, like an unsafe airframe on a
               passenger jet or...some company dumping
               cyanide into the East River.  Issues like
               that?  He can talk, we can air it.
               They've got no right to hide behind a
               corporate agreement.
                   (re:  his coffee)
               Pass the milk...

                         JOHN HARRIS
                   (does)
               They don't need the right.  They've got
               the money.

                         MARK STERN
               The unlimited checkbook.  That's how Big
               Tobacco wins every time.  On everything.
               They spend you to death.  $600 million a
               year in outside legal.  Chadbourne-Parke.
               Ken Starr's firm, Kirkland and Ellis.
               Listen.  GM and Ford, they get nailed
               after 11 or 12 pick-ups blow up.  Right?
               These clowns have never...I mean ever...

                         JOHN HARRIS
               Not even once...

                         MARK STERN
               ...not even with hundreds of thousands
               dying each year from an illness related
               to their product...have ever lost a
               personal-injury lawsuit.  On this case,
               they'll issue gag orders, sue for breach,
               anticipatory breach, enjoin him, you, us,
               his pet dog, the dog's veterinarian...
               Tie him up in litigation for ten of
               fifteen years.  I'm telling you, they bat
               a thousand.  Every time.  He knows that.
               That's why he's not gonna talk to you...

     Lowell's been quiet, thinking about something else...  Now...

                         LOWELL
               Okay, let's look through the looking
               glass the other way...

                         MIKE WALLACE
               What do you mean?

                         LOWELL
               We got a guy...who wants to talk but he's
               constrained.
                   (beat)
               What if he were "compelled"?

                         MIKE WALLACE
                   (eating)
               Oh, torture?  Great ratings.

                         MARK STERN
               What do you mean compelled?

                         LOWELL
                   (seriously)
               I mean compelled by a Justice Department,
               state courts, be a witness.  That would
               cut through any confidentiality
               agreement, wouldn't it?

                         MARK STERN
               Yeah...

                         DEBBIE DELUCA
               What does that do?

                         LOWELL
               What do you mean, what's it do?

                         DEBBIE DELUCA
               What I mean is, like, how does it cut
               through the confidentiality agreement?

                         LOWELL
               Because he has to reveal it in a court of
               law.  It's on record, it's out.  It's no
               secret anymore.  So how can they restrain
               his speech or retaliate?  It's out in the
               world...

                         MARK STERN
                   (nods)
               If you could engineer it into the court
               record, you might have something.  They
               would have a helluva time trying to
               restrain his speech then, wouldn't they?

     Pause.

                         JOHN HARRIS
                   (still skeptical)
               Yeah, but what venue?  And where does he
               get - does he have killer attorneys?

                         LOWELL
               I don't think he's got any attorneys.

                         MARK STERN
               He's gonna need attorneys who aren't
               afraid of risking years of litigation.
               And millions of dollars of their own
               dough in legal costs...

                         LOWELL
               What do you say, Mike?  What do you
               think?

                         MIKE WALLACE
                   (pause)
               Even if he gets the defense team, will he
               go for it?

     INT. A HIGH SCHOOL CAFETERIA, LOUISVILLE - DAY

                         MRS. WATSON
               ...you're awfully overqualified, Dr.
               Wigand.

     The aftermath of a high school lunch.  Tables, covered with
     litter, as far as the eye can see.  And we see Jeffrey
     sitting with a formidable Black Woman in her mid-fifties, the
     High School Principal, CYNTHIA WATSON, drinking cups of
     coffee...

                         WIGAND
                   (after a beat, awkward)
               I'm trying to...start a new career...  I
               believe I could be a good teacher...

     She's quiet.  She senses this applicant has a lot on his
     mind.

                         MRS. WATSON
               Let me give it some thought...

                         WIGAND
                   (selling)
               ...and not a lot of companies in the
               health-care field hire ex-tobacco
               scientists.

     She nods, studying him.  They get up.

     INT. THE WIGANDS' HOUSE, LOUISVILLE - DAY

     The house is nearly empty.  Liane, arms folded across her
     chest, is quietly standing in the empty living room.  Jeffrey
     comes down the stairs...

                         WIGAND
               That's it...

     And it's quiet.  And Liane holds herself, overcome...

                         LIANE
                   (beat)
               That's where our babies were born...
               Debbie took her first steps, right
               there...in the grass.

     And they're quiet.

                         LIANE (CONT'D)
               I didn't plan on this...

     Liane looks at him, afraid.  And as he moves to hold her.

                         WIGAND
               Hey, hey, hey, c'mon.  C'mon.  We can
               make this work for us.  Okay?  It's
               just...it's a smaller scale.
               Simpler...easier...more time.  More time
               together.  More time with the kids.  More
               time for us, okay?  It's just...  Can you
               imagine me coming home from some job
               feeling good at the end of the day?  This
               is gonna be better.  This is gonna be
               better.

     And instead of this downturn turning them against each other,
     it brings them closer together.  And as they stand in the
     empty house...

     INT. THE WIGANDS' NEW HOUSE - DAY

     We see unpacked boxes in the small 1970's kitchen.  Country-
     western music is playing on a radio.  And we see Liane busily
     putting things away in a cabinet.  And, then, stops and looks
     out the window.  She tightens a knob on a cabinet.  There's a
     moment of domestic peace for her as she sees...

     EXT. THE WIGANDS' NEW HOUSE, THE BACKYARD - DAY

     Jeffrey with the Girls in a part of the backyard, kneeling in
     the dirt, planting a vegetable garden, putting in some small
     tomato trellises.  We see the house, now.  It's a small, one
     story.  Deborah sees her mom and waves.  It's an image from
     the 1950's post-war boom.  Liane waves back from behind the
     pane of glass...

     INT. WIGANDS' HOUSE #2, BEDROOM - LATE NIGHT

     Jeffrey's asleep on his side next to Liane, her back to him.
     His arm is draped over her, protectively.  There's a sound.
     He turns.  And he sees Barbara in her nightgown, standing in
     the doorway...

                         WIGAND
               Hey, baby.  What's wrong?

                         BARBARA
                   (terrified, whispers)
               What's that outside, Daddy?

                         WIGAND
               Did you see somebody or did you hear
               them?

                         BARBARA
               I heard them.

                         WIGAND
               Where?

                         BARBARA
               In the backyard.

     Fast, soundlessly, he's out of bed into old moccasins and
     trousers...

     INT. THE WIGANDS' HOUSE, BASEMENT - LATE NIGHT

     Jeffrey goes into a corner of the basement, around the corner
     from the furnace, where his "office" is now.  Unpacked boxes
     are on the floor.  He fumbles with the combination lock on a
     small gun safe, lifts the lid, taking out a hand gun.
     Barbara followed him.

                         WIGAND
               Sit at Daddy's desk, okay?  Why don't you
               just sit up at the desk.  Get out some
               paper and draw me a picture, okay?  What
               are you gonna draw me, baby?  An animal,
               something like that?  You stay down here
               until Daddy gets back...alright, Barbara?
               You stay down here.

     He keeps it hidden from Barbara.  He goes up the stairs.

     EXT. WIGANDS' HOUSE #2, BACKYARD - LATE NIGHT

     It's still.  He steps further out onto the lawn with its dark
     shrubs and small tree in the corner.

     INT. WIGANDS' HOUSE #2, BASEMENT - LATE NIGHT

     Meanwhile, Barbara in the basement, starts as the water
     heater comes on, scaring her.  She goes up the stairs to
     follow after her father...

     EXT. WIGANDS' HOUSE #2, BACKYARD - LATE NIGHT

     Meanwhile, Jeffrey has crossed towards the darker back
     corners.  Sudden rustling.  He spins, gun ready.  And the
     yellow eyes of a RACCOON stare at him.

                         WIGAND
                   (to himself)
               You almost got your damn head blown
               off...

     The raccoon defiantly bares its teeth.

     Jeffrey starts to go...but he sees something and stops...

     Meanwhile, Barbara has come to the sliding glass door...

     Jeffrey sees one of the tomato trellises is crushed, stepped
     on...and in the vegetable garden's earth, are distinct,
     fresh, deep FOOTPRINTS...

                         BARBARA'S VOICE (OVER)
               Daddy...

     Wigand steps between her and the garden, hiding it...
     EXTREMELY CLOSE ON JEFFREY, as he covers, trying to keep from
     his daughter the invasion, trying to control his emotions...

                         WIGAND
                   (reassuring her)
               It's just a raccoon, baby...nothing.

     He crosses to her, putting his arm, around her, walking her
     back inside...

                         WIGAND (CONT'D)
               They're nocturnal.  You know what that
               means?  That means that they only come
               out at nighttime.

     He locks the sliding glass door, takes a last look outside.

     INT. LOWELL'S HOUSE IN BERKELEY - LATE AT NIGHT

     The Phone suddenly RINGS.  Lowell asleep, alone...  He gets
     it...

                         LOWELL
                   (sleepy)
               Yeah...

     INT. WIGANDS' NEW HOUSE, HALLWAY - LATE AT NIGHT

     It's dark, save a light from the living room.  Liane, in bed,
     seemingly sleeping.  And we see Jeffrey, just outside their
     door in the foyer, sitting on the floor against a curved
     wall, a drink at his side on the telephone...  A man with no
     one to talk to...

                         WIGAND
                   (after a beat)
               Lowell...  Jeffrey Wigand...

     INT. LOWELL'S HOUSE, BERKELEY - LATE AT NIGHT

     Lowell sits up...

                         WIGAND'S VOICE (OVER)
               Is it too late?

                         LOWELL
               No.  No, it's okay...  How's - how's the
               new place?

     INT. THE WIGANDS' NEW HOUSE - LATE AT NIGHT

                         WIGAND
               The new place?  New.

     INT. LOWELL'S HOUSE, BERKELEY - LATE AT NIGHT

                         LOWELL
                   (intuiting)
               You okay?

                         WIGAND'S VOICE (OVER)
               Sure.

     Lowell knows he isn't...

                         LOWELL
               You know, I was thinking of calling you
               tomorrow, anyway.
                   (beat)
               How are your kids handling the new house?

     INT. WIGANDS' NEW HOUSE, LOUISVILLE - LATE AT NIGHT

                         WIGAND
               Good.
                   (beat)
               You have kids?

                         LOWELL'S VOICE (OVER)
               We have a couple.  One's hers, one's
               mine.  Everybody uses a different name.
                   (wry)
               Modern marriage.
                   (beat)
               How's Liane?

                         WIGAND
               She's okay.

     He looks at Liane for beat.  We SEE his POV in medium shot.
     Then he moves and sits on the floor in the living room.

                         WIGAND (CONT'D)
               Hold on a minute, Lowell...
                   (after a beat)
               ...somebody...may be following me.  I
               don't know.  They came on the property...

                         LOWELL'S VOICE (OVER)
               What do you mean followed you?  Did you
               call the police?

                         WIGAND
               I don't want to be paranoid...  I mean,
               maybe it's a game.  Some kind of mind
               game.

                         LOWELL'S VOICE (OVER)
               Well, what do you really think, though?

                         WIGAND
               I don't know what the fuck I really
               think!  Are they doing it?  Is some crank
               doing it?  Are they doing it to make me
               feel paranoid?  Are they doing it for
               real and don't give a shit what I think?
               I don't know!  I don't fucking know.

     And it's quiet again.

     INT. LOWELL'S HOUSE, BERKELEY - LATE AT NIGHT

     Lowell sitting in bed on the phone, alarmed, sharing Wigand's
     fears.

                         LOWELL
               Jeffrey, describe for me in detail what
               happened.

     INT. WIGANDS' HOUSE, LOUISVILLE - LATE NIGHT

     And Jeffrey's emotions are back in check as...

                         WIGAND
               Well, no, look...I mean, there was a
               footprint.  Forget it.  It's probably not
               important at all.
                   (beat)
               You know, I got a job now.  I'm teaching
               high school. Japanese and Chemistry.
                   (beat)
               So, what were you calling about?

                         LOWELL'S VOICE (OVER)
               You called me.

     He takes another drink...

                         WIGAND
               No, you said you were going to call me
               tomorrow.  So, what about?

                         LOWELL
                   (after a beat)
               Oh, yes, yes, yes, I did...I wanted to
               talk to you.  I wanted to hook up and
               talk to you.  About what we were talking
               about in your car.

                         WIGAND
               ...okay.

                         LOWELL
                   (after a beat)
               Makes you feel good?  Putting what you
               know to use?

     Jeffrey's impressed by Lowell's perceptivity...

                         WIGAND
               How'd you know that, Lowell?

                         LOWELL
               It's obvious, isn't it?

     He looks at Liane in the next room, asleep.

                         LOWELL (CONT'D)
               Hello.  You there

                         WIGAND
               Yeah...  Look, thanks for talking.  I'm
               sorry I woke you up.

                         LOWELL
               It's okay.

     Jeffrey hesitates, holding the phone, then he hangs up...but
     the phone RINGS right away.

                         WIGAND
               Lowell...?

     But there's thick silence.

                         WIGAND (CONT'D)
               Who is this?  Do not call here!  Do
               not...

     They hang up.  And he realizes he's talking to a DIAL TONE.
     He hangs up.  And as he sits in the patch of light from a
     street lamp, the gun in his hand on his lap, to be up all
     night guarding his family...

     INT.  THEIR BEDROOM - LATE NIGHT

     And past Liane's sleeping form down the hall into the living
     room is her husband, his back to her, sitting in the
     trapezoid of light.  And as we DOLLY along her side, we come
     upon her face and discover she's been up all along and her
     eyes are pressed shut, her hands over her ears...her reaction
     to his raging on the phone.  She's far from "OKAY."

     INT. A JAPANESE RESTAURANT, WASHINGTON D.C. - NIGHT

     And we see Lowell and Wigand sitting in their stocking feet
     at a traditional Japanese table in a private screened room...
     A traditionally-dressed Japanese Waitress waiting to take
     their order...  Wigand conversing with her in Japanese...

     The Waitress formally nods, and leaves...

                         LOWELL
               What did you get us?

                         WIGAND
               Tempura...

     And Wigand drinks some more saki.

                         WIGAND (cont'd)
               The internet said you did graduate work
               in Wisconsin, then went to UC La Jolla
               with Professor...Marcus?

                         LOWELL
               Marcuse.  Yeah.  He was my mentor.  He
               had a major influence on the New Left in
               the late '60s...and on me, personally.

                         WIGAND
               Next to your father?

                         LOWELL
               My father?  What the hell's that got to
               do with my father?

                         WIGAND
               Is that why you became a journalist?
               Then you get to ask all the questions?

                         LOWELL
               You charge by the hour?

                         WIGAND
               My father was a mechanical
               engineer...most ingenious man I ever
               knew.

                         LOWELL
               Well, my father left us when I was five-
               years old.  He was not the most ingenious
               man I ever knew...  Let's get back to
               Brown & Williamson.  If you decide to go
               on "60 Minutes," I got to know everything
               about why you got fired.

                         WIGAND
               Why?

                         LOWELL
               They're gonna dig up stuff from your
               past, they're gonna throw it at you.  I
               got to know what they're gonna throw.
               You understand?

                         WIGAND
                   (concedes)
               I drink.  A couple of occasions more than
               I should have.
                   (thinks)
               I was cited for shoplifting once.  But it
               was a mistake...
                   (hesitant, after a beat)
               I pushed Liane one time.  We were both
               stressed out because of the pressure.
               She went to her mother's.
                   (out of the blue)
               I got fired because when I get angry I
               have difficulty censoring myself.  And I
               don't like to be pushed around!

                         LOWELL
               I'm not pushing you around!
                   (after a beat)
               I'm asking you questions.

                         WIGAND
               I'm just a commodity to you, aren't I?  I
               could be anything.  Right?  Anything
               worth putting on between commercials...

                         LOWELL
                   (honest)
               ...to a network, probably, we're all
               commodities.
                   (beat)
               To me?  You are not a commodity.  What
               you are is important.

     And he's begun to consciously or unconsciously "sell"...

                         LOWELL (cont'd)
               You go public and thirty-million people
               hear what you got to say, nothing, I mean
               nothing, will ever be the same again.

     Wigand doesn't react.

                         LOWELL (cont'd)
               You believe that?

                         WIGAND
                   (skeptical)
               No.

                         LOWELL
               You should.  Because when you're done, a
               judgment is going to go down in the court
               of public opinion, my friend.  And that's
               the power you have.

                         WIGAND
               You believe that?

                         LOWELL
               I believe that?  Yes, I believe that.

                         WIGAND
               You believe that because you get
               information out to people...something
               happens?

                         LOWELL
               Yes.

                         WIGAND
               Maybe that's just what you've been
               telling yourself all these years to
               justify having a good job?  Having
               status?  And maybe for the audience, it's
               just voyeurism?  Something to do on a
               Sunday night.  And maybe it won't change
               a fucking thing.  And people like myself
               and my family are left hung out to dry.
               Used up!  Broke, alone!

                         LOWELL
               Are you talking to me or did somebody
               else just walk in here?!  I never
               abandoned a source!

                         WIGAND
               I don't think you really understand --

                         LOWELL
                   (running over)
               No, don't evade a choice you gotta make
               be questioning my reputation or "60
               Minutes'" with this cheap skepticism!

                         WIGAND
               I have to put my family's welfare on the
               line here, my friend!  And what are you
               puttin' up?  You're puttin' up words!

                         LOWELL
               Words!  While you've been dickin' around
               at fucking company golf tournaments, I
               been out in the world, giving my word and
               backing it up with action.

     Lowell is getting very close, in spite of the value of
     Wigand, to telling Jeff to take his story and stick it up his
     ass.

                         LOWELL (cont'd)
               Now, are you going to go do this
               thing, or not?

     Wigand abruptly rises...

                         WIGAND
                   (surprisingly mild)
               I said I'd call the kids before they went
               to bed.  Onisa...

     And turning, he crosses the restaurant.  And that's where it
     hangs.

     INT. A CBS EDITING SUITE, NEW YORK - DAY

     And we see we're watching footage in an on-line editing bay
     from what we will learn is Lowell's "N.O.P.D. Blue" on police
     corruption in New Orleans.

     Lowell, TONY BALDO (his editor), Debbie and an intense YOUNG
     MAN wearing glasses, an Intern, looking at the cut.  All the
     police are on horseback, lots of cops on horses.
     Lowell is waiting for a call to go through...

                         LOWELL
               The stringer was supposed to be shooting
               B-roll on street cops in New Orleans.
               What's with all the horses?

                         TONY BALDO
               Camera guy's got a thing about mounted
               police.

                         LOWELL
                   (re:  horses)
               Don't any of these guys ride in cars or
               walk?

                         TONY BALDO
               How long did he stay on this?

                         LOWELL
               What was he seeing?

                         DEBBIE DELUCA
                   (into phone)
               Yes, hello...  I'm trying to reach Mr.
               Richard Scruggs...

     INT. A LEAR JET - DAY

     And we see the PILOT, a fit-looking, unassuming man, wearing
     aviator glasses, in his late forties.  A heavyset Man in his
     forties, riding up in the co-pilot's seat we'll come to know
     as RON MOTLEY.  The Pilot's on a headset...  He has a
     distinctive Southern accent...

                         THE PILOT
               This is Richard Scruggs...

                         DEBBIE DELUCA
               Could you hold on one second, please?
                   (to Lowell)
               Lowell, I got him on the phone.

                         LOWELL'S VOICE (OVER)
               Hello, I'm Lowell Bergman.

                         RICHARD SCRUGGS
               Hold on...  Mobile approach...this is
               Lear November 643.  Over.

                         CONTROL OPERATOR'S VOICE (OVER)
               Go ahead 643.

                         RICHARD SCRUGGS
                   (after a beat)
               Request a flight level 220, on a heading
               of 284 degrees.  Over.
                   (after a beat)
               Mr. Bergman?

                         LOWELL
               Yes, I'm right here.  Could you call me
               back on a hard line?

                         RICHARD SCRUGGS
               Alright.

                         LOWELL
               Area code 212-555-0199.

                         RICHARD SCRUGGS
               I'll call you then.

     INT. A LOUNGE, PRIVATE AVIATION TERMINAL - DAY

     Through the window, we see Scruggs' plane being refueled
     while Scruggs and Motley in a run-down lounge are talking on
     a SPEAKER PHONE with Lowell.  They've taken over the
     Secretary's office for privacy.

                         LOWELL
                   (re:  footage)
               What do we do with that?

     The phone rings.

                         DEBBIE DELUCA
               I don't know.

                         RICHARD SCRUGGS' VOICE (OVER)
               Richard Scruggs...

                         LOWELL
               ...you filed a lawsuit against tobacco on
               behalf of the State of Mississippi, did
               you not?

                         RICHARD SCRUGGS
                   (nods)
               That's right...

                         LOWELL
                   (after a beat)
               Well, I'm working with someone, now, who
               was the former head of research at Brown
               & Williamson, a former corporate officer
               there.

                         RICHARD SCRUGGS
               What's your interest in this, Mr.
               Bergman?

                         LOWELL
               Well, he may tape an interview with us.
               And, we believe if his testimony showed
               up in a court record first, it would free
               him up from his confidentiality agreement
               and give him some protection.

                         MOTLEY
               It could work.  If it's public record,
               it's public record.

                         LOWELL
               Yeah, and he's going to need legal
               representation.

                         MOTLEY
               He sure as hell will.

                         RICHARD SCRUGGS
                   (a beat)
               Has he decided to go public?  Because
               let me tell you, we've been doing this
               for three years now, and we've worked
               with a lot of corporate cases involving
               whistle-blowers, so we know...  Big
               Tobacco will do everything in their power
               to stop him.  So, is your man truly
               committed?

                         LOWELL
               Well, actually, no.  Well, he's on the
               fence.  That's the point.

     Scruggs and Motley exchange a look...  Motley shrugs...

                         RICHARD SCRUGGS
               Well, we'd certainly be interested in
               making his acquaintance, but without
               knowing what he's going to do...

                         LOWELL
               Well, would you want him to call you?
               Or, you want to call him?  How do you
               want to do it?

                         RICHARD SCRUGGS
                   (no nonsense)
               It would be better if he called us.

                         LOWELL
               Yeah.

                         RICHARD SCRUGGS
               Alright?

                         LOWELL
               Okay.  Thank you.

     At this moment, these two attorneys are unsold on the
     prospect of Jeffrey Wigand.  Scruggs disconnects.

                         LOWELL (cont'd)
               Shit...

     INT. CBS EDITING SUITE, NEW YORK - DAY

                         LOWELL
                   (contemplating phone; to Debbie
                    re:  show)
               Oh, we need cops on the street.  We don't
               need them on horses.

                         DEBBIE DELUCA
               I don't know what he was thinking.

                         LOWELL
               Oh, for God's sake, what has this guy
               got, a horse fetish?

                         DEBBIE DELUCA
               Alright, alright.

                         LOWELL
               Get me to New Orleans this afternoon.
               I'll shoot the fucking thing myself!

     TIGHTEN on mounted New Orleans police at crime scene, herding
     crowd.

     INT. THE WIGANDS' NEW HOUSE, KITCHEN - TWILIGHT

     Liane cooking dinner, making pasta.  Ingredients, diced
     tomato, basil, are neatly ordered.  She's waiting for water
     to boil.  The kids are doing homework on the round table in
     the kitchenette.  It's an idle moment.  She's dazed-out
     watching them.

                         DEBORAH
               What are you cooking?

                         LIANE
               I'm cooking pasta primavera.

                         DEBORAH
               Oh, I love that stuff.

     And now she hears from the basement the BELL RING on
     Jeffrey's computer.  It's a tiny bell, incessant...  She
     crosses to the basement stairs.

                         LIANE
               I'm going to have to go downstairs.

     INT. WIGANDS' NEW HOUSE, BASEMENT OFFICE - NIGHT

     Liane down the stairs, approaching Jeffrey's computer.  And
     she SEES an incoming E-mail icon - a large letter with wings -
     flying repetitively across the screen.

     The bell RINGING is louder.  She calls-up the E-mail...  On
     the screen in large RED letters:

               WE WILL KILL YOU.  WE WILL KILL ALL OF
               YOU.  SHUT THE FUCK UP.

     And now Liane is shouting and running up the stairs and...

                         LIANE
               Debbie, Barbara...  Debbie!

     EXT. THE WIGANDS' HOUSE, LOUISVILLE - EVENING

     Jeffrey, having arrived home from work, pulls the mail out of
     the mailbox, now stands, frozen, staring at something...  And
     he sees, standing upright in the back of the mail box, like a
     monument of threat, a single hollow point .38 CALIBER BULLET.
     He freezes...  And simultaneously...

     Liane and the Girls are running toward him...like in a bad
     fucking dream.  He's looking at them.  Liane is saying
     something about E-mail, but his slow-motion attention is
     still arrested by the statuesque bullet.  As they close on
     him...

     EXT. NEW ORLEANS, THE FRENCH QUARTER - NIGHT

     And we see Lowell lit by FLASHING POLICE LIGHTS.  We're at a
     crime scene.  Uniformed cops on horseback.  Just arrived, the
     Cameraman's unloading his gear, preparing to shoot B-roll.

                         LOWELL
               What happened?

                         COP
               Dispatch received a call of shots fired
               in the area.  Uniforms arrived on the
               scene and found this white male subject
               shot to death.

                         LOWELL
               Was it gang related?

                         COP
               There's no indication as far as a tag or
               an advertisement...

     Police moving around as Lowell's cell phone RINGS...

                         LOWELL
                   (answering)
               Excuse me.  Yeah...

     INT. WIGANDS' HOUSE, BEDROOM - NIGHT

                         WIGAND
               They're terrorizing us.  Death threats?!
               To my family?  My kids?!

                         LOWELL'S VOICE (OVER)
               What are you talking about?

                         WIGAND
               Someone put a bullet in my mailbox.

                         LOWELL
               Jeff, call the FBI right away...

                         WIGAND
               They do this with impunity!

                         LOWELL
               Jeff...

                         WIGAND
               They get to go home at night.  What does
               it cost these people to do this to us?
               Nothing?!  My girls are crying, so fuck
               them!  I want to tape!  I'm done thinking
               about it.

                         LOWELL'S VOICE (OVER)
                   (frustrated)
               I heard you.  But I got to arrange a
               legal defense first.  I got to get you to
               testify in court, get it on public
               record.

                         WIGAND
                   (cuts in)
               Then hold it off the air until you got
               that.  But I want to go to New York.
               And I want to go on the record.  Right
               now!

                         LOWELL
               Good.  But Jeff...

                         WIGAND
               I'll call them, Lowell.

     INT. WIGAND'S HOUSE, LOUISVILLE - NIGHT

     And two older, local FBI AGENTS #1 and #2 are sitting with
     Jeffrey in his living room...

                         FBI AGENT #2
               Did you handle the round, Mr. Wigand?

                         WIGAND
               Yes, I'm afraid I did.

                         FBI AGENT #1
               We won't be able to lift usable prints.

                         FBI AGENT #2
               Do you own a gun, Mr. Wigand?

                         WIGAND
               A gun?  Yes.

                         FBI AGENT #2
               What caliber is your gun?

                         WIGAND
               What caliber is my gun?

                         FBI AGENT #2
               Yes, sir.  What caliber is your gun?

                         WIGAND
                   (a dawning realization)
               What does that have to do with the price
               of tea in China?

     Now one of the kids is crying, Liane trying to calm her,
     takes her out of the room.

                         WIGAND (CONT'D)
                   (a beat, realizing)
               You think I put that bullet in the
               mailbox myself...?

                         FBI AGENT #2
               If we could take a look, Mr. Wigand...

     And he gets up...  They follow him into the bedroom.  He
     unlocks the side drawer on his night stand, taking out a gun,
     giving it to one of the Agents.

                         FBI AGENT #1
               Why do you keep this gun?

                         WIGAND
               I don't think it's unconstitutional yet
               to own a gun.  I'm a target shooter.

                         FBI AGENT #2
               That bullet was for a .38 caliber.  Do
               you own a .38?

                         WIGAND
               Yes, I do.  A .38 Target Master.  In my
               gun safe downstairs.  A .45 Gold Cup.  A
               .22 target pistol.  So what?

                         FBI AGENT #2
                   (after a beat)
               Do you have a history of emotional
               problems, Mr. Wigand?

                         WIGAND
               Yes.  Yes, I do.
                   (beat)
               Yes, I get extremely emotional when
               assholes put bullets in my mailbox...!

     And we hear Liane's voice from downstairs...

                         LIANE'S VOICE (OVER)
                   (upset)
               I didn't tell you that so you could just
               pick it up and take it away.  Jeffrey!

     And we see Liane following FBI Agent #3, coming up the stairs
     from the basement, and the Agent is carrying Jeffrey's
     computer...

                         WIGAND
               What's going on?

                         LIANE
               I told him that you had an E-mail death
               threat that said if you didn't shut the
               "F" up, they were going to kill you...

     Agent #3 starts out of the house with the computer followed
     by #2.  Jeffrey runs out after them.

     EXT. THE WIGANDS' HOUSE - NIGHT

                         WIGAND
                   (outraged)
               You can't take that...  It's personal
               property...!

                         FBI AGENT #2 (OR #3)
               We have a search warrant, Mr. Wigand.
               There's been a death threat.

                         WIGAND
                   (after him)
               ...my files!  Personal correspondence...

     Agent #3 ignores him, putting the computer in the trunk of
     their car.  And FBI Agent #1, the .38 bullet in a baggie,
     comes out of the house.

                         WIGAND (CONT'D)
               ...letters to my brother...my will.

     His shoes slip on the grass and he falls.  And the FBI are
     getting into their car.  And NEIGHBORS have come out,
     watching them.  Liane and the girls, standing halfway down
     the front lawn, the neighbors looking at them.  She and
     Jeffrey look at each other.  Will she go to him or not?  She
     goes to him as he rises...

                         WIGAND (cont'd)
               That computer has everything...

                         FBI AGENT #2
               You alright, Mr. Wigand?

                         FBI AGENT #1
               We need to take a look at your gun safe,
               Mr. Wigand.

     EXT. NEW ORLEANS, THE FRENCH QUARTER - NIGHT

                         LOWELL
                   (interrupts)
               I'm telling you, your agents in that
               office are acting improperly!  Now, who
               are they trying to protect?

     And we see a Man in his early forties, a neatly-dressed man
     who prides himself on his appearance, at his desk in the
     Bureau (FBI).  BILL ROBERTSON.  He's completely distracted,
     focused on agent travel orders...

                         BILL ROBERTSON'S VOICE (OVER)
               Let me tell you something, Lowell.  Look,
               look, look.  You're talking about two
               agents in a regional office in
               Louisville.  I got the goddamn Unabomber
               threatening to blow up LAX!  I gotta move
               45 agents from all over the country into
               L.A.  Alright?  When I get a chance, I'll
               give it a look...

                         LOWELL
                   (heated)
               You better take a good look!  Because I'm
               getting two things:  pissed off and
               curious!  Now, any of these guys been
               offered jobs in corporate security after
               they retire?  Either one of those guys
               have ex-agent pals already in those jobs?
               Like, for instance, their ex-supervisor,
               who's already at Brown & Williamson as we
               fucking speak?

     INT. BILL ROBERTSON'S OFFICE, WASHINGTON - NIGHT

                         BILL ROBERTSON
                   (beat)
               I'll give it a look.

                         LOWELL
               You're getting my drift?

                         BILL ROBERTSON
               I'll give it a look.

     He hangs up.

     INT. DINING ROOM, THE FOUR SEASONS HOTEL, NEW YORK - NIGHT

     And we slide by some elegant diners to fall onto Lowell and
     Mike Wallace with Jeffrey and Liane in the Hotel's dining
     room, having ordered dinner.

                         LOWELL
               So, is everything okay?

                         MIKE WALLACE
               How are the rooms?  Comfortable?

                         LIANE
                   (to Mike)
               Yes, very.  You know, I enjoy your work
               so much...when you're talking to
               somebody, I always feel like I'm right
               there.

     And she laughs...

                         MIKE WALLACE
               Thank you got saying that...

                         LOWELL
               Do you think we could talk about the
               taping?  Tomorrow's taping, just so we
               can get it out of the way and order...

                         MIKE WALLACE
               Yeah, well, questions will go toward what
               work you did there, why you were fired.
               And others will deal...

                         LIANE
                   (not sure she quite heard)
               ...taping?
                   (beat)
               What are you taping?

                         WIGAND
               I'm doing an interview.

                         LIANE
                   (whispers)
               An interview!  Do you know what they will
               do to us...!  I thought...  Sorry.

     But she suddenly gets up and leaves, hurrying out of the
     dining room.  And Jeffrey oddly doesn't move.

                         LOWELL
                   (trying to intervene)
               Liane, this is a preliminary...
                   (after a beat)
               You didn't tell her we were taping?
               What did she think she was coming to New
               York for?

                         WIGAND
               ...to talk about it.  To think about it.
               I had a plan to ease her into it.  But, I
               really - I didn't know how to do that...

     Jeffrey abruptly crosses to the nearby Bar.

                         LOWELL
               Oh, man.

                         MIKE WALLACE
               Who are these people?

                         LOWELL
                   (frustrated)
               Ordinary people!  Under extraordinary
               pressure, Mike.  What the hell do you
               expect?  Grace and consistency?

     And Lowell leaves the table.  And as Mike Wallace sits at the
     table, looking around, wondering what the fuck he's doing
     there.

     INT. THE BATHROOM, NEW YORK HOTEL - NIGHT

     Liane folds her arms protectively across her chest...

     INT. A STUDIO, CBS - MORNING

     And we see a small TAPING STUDIO separated by flats and black
     curtains from other CBS News sets.  Cameras are set up.

     INT. THE STUDIO, CBS - DAY

     And we enter mid-scene on Jeffrey in a more formal demeanor,
     sitting in a chair, Mike Wallace sitting across from him,
     under the lights, taping an interview.  Lowell, off camera.

                         MIKE WALLACE
               You heard Mr. Sandefur say before
               Congress that he believed nicotine was
               not addictive...?

                         WIGAND
                   (nods)
               ...I believe Mr. Sandefur perjured
               himself because I watched those
               testimonies very carefully.

     Lowell's reaction.  Jeffrey's statements are stunning and
     powerful revelations...and dangerous ones to make.

                         MIKE WALLACE
               All of us did.  There was this whole line
               of people...whole line of CEOs up there
               all swearing.

                         WIGAND
               Part of the reason I'm here is I felt
               that their representation clearly
               misstated, at least within Brown &
               Williamson's representation, clearly
               misstated...what is common language
               within the company...we are in the
               nicotine delivery business.

                         MIKE WALLACE
               And that's what cigarettes are for...?

                         WIGAND
               A delivery device for nicotine.

                         MIKE WALLACE
               A delivery device for nicotine.  Put it
               in your mouth, light it up, and you're
               gonna get your fix...

                         WIGAND
               You're gonna get your fix...

                         MIKE WALLACE
               You're saying that Brown & Williamson
               manipulates and adjusts the nicotine fix,
               not by artificially adding nicotine, but
               by enhancing the effect of nicotine
               through the use of chemical elements such
               as ammonia...

                         WIGAND
                   (nods)
               The process is known as "impact
               boosting..."  While not spiking nicotine,
               they clearly manipulate it.  There's
               extensive use of this technology, know
               as "ammonia chemistry."  It allows for
               the nicotine to be more rapidly absorbed
               in the lung and therefore affect the
               brain and central nervous system.

     INT. THE STUDIO, CBS - LATER

                         WIGAND
               The straw that broke the camel's back for
               me and really put me in trouble with
               Sandefur was a compound called
               "coumarin."  When I came on board at B&W,
               they had tried to transition from
               coumarin to a similar flavor that would
               give the same taste, and had been
               unsuccessful.  I wanted it out
               immediately.
               I was told that it would affect sales, so
               I should mind my own business.  I
               constructed a memo to Mr. Sandefur
               indicating I could not in conscience
               continue with coumarin in a product that
               we now knew, we had documentation, was
               similar to coumadin, a lung-specific
               carcinogen...

                         MIKE WALLACE
               And you sent the document forward to
               Sandefur?

                         WIGAND
               I sent the document forward to Sandefur.
               I was told that we would continue to work
               on a substitute, we weren't going to
               remove it as it would impact sales, and
               that that was his decision.

                         MIKE WALLACE
               In other words, you were charging
               Sandefur and Brown & Williamson with
               ignoring health considerations
               consciously...

                         WIGAND
               Most certainly.

                         MIKE WALLACE
               And on March 24, Thomas Sandefur, CEO of
               Brown & Williamson had you fired.  And
               the reason he gave you?

                         WIGAND
               Poor communication skills.

                         MIKE WALLACE
               And, do you wish you hadn't come forward?
               You wish you hadn't blown the whistle?

                         WIGAND
               Yeah, there are times I wish I hadn't
               done it.  There are times I feel
               compelled to do it.  If you asked me
               would I do it again?  Do I think it's
               worth it?  Yeah, I think it's worth it.

     INT. A HIGH SCHOOL SCIENCE CLASS, LOUISVILLE - AFTERNOON

     Not too many kids paying attention.  Meanwhile, Jeffrey has
     written his name on the blackboard.

                         WIGAND
               Hi.

                         KIDS
                   (in unison)
               Hi.

                         WIGAND
               My name is Jeff Wigand.  You can call me
               Mr. Wigand; you can call me Dr. Wigand--I
               have a Ph.D. in biochemistry and
               endocrinology; you can call me Jeff...
                   (beat)
               Anything else you want to call
               me...you'll have to do so in private...
                   (a few kids smile)
               Okay...  I find chemistry to be magical.
               I find it an adventure.  An exploration
               into the building blocks of our physical
               universe...
                   (beat)
               So, how many of you have taken chemistry
               before?

     Nobody raises their hands.

                         WIGAND (CONT'D)
                   (easy smile)
               Okay...I've never taught it before, so
               we're gonna be fine.

     A couple of laughs...  And we feel Jeffrey, for the first
     time is in a milieu that suits him.

                         WIGAND (cont'd)
               Our first experiment is...
                   (holds up cigarette lighter)
               ...going to be measuring the molecular
               weight of butane...

     INT. SCRUGGS' OFFICE

     Scruggs' office is decorated with watercolors of Phantom jets
     and A-6s as Scruggs takes off his glasses...

                         CHARLENE
               He's on line three.

     INT. HIGH SCHOOL CORRIDOR

     Jeffrey Wigand is on a pay phone in the corridor crowded with
     students...

                         RICHARD SCRUGGS
               Hello.

                         WIGAND
               Mr. Scruggs, Jeff Wigand.  Lowell Bergman
               said I should give you a call...

     INT. SCRUGGS' OFFICE

                         RICHARD SCRUGGS
               My co-counsel, Ron Motley, and I have
               filed a lawsuit against the tobacco
               industry on behalf of the State of
               Mississippi to get the state reimbursed
               Medicaid costs for treating people with
               smoking-related illness.
                   (beat)
               If you'd be interested in talking to us,
               we'd certainly like to talk to you...

                         WIGAND
               When should we do this?

     EXT. WIGAND'S HOUSE #2, LOUISVILLE - TWILIGHT

     Jeffrey drives up the block and onto his driveway.  Seeing a
     MAN in a suit, an ear piece in his ear, disappearing around
     the corner of his house, Jeffrey leaps out of the car.  But
     the front door's open.  So instead of chasing after, he runs
     inside...

     INT. THE WIGAND'S HOUSE, LIVING ROOM - DAY/TWILIGHT

     And he sees another Man is in the living room...

                         WIGAND
               Who the hell are you?!  What are you
               doing in my house?!

     And he sees Lowell enter from the dining room...

                         LOWELL
               It's okay, Jeff.

                         SECURITY GUARD
               Mr. Wigand, you need to speak to...

                         LOWELL
                   (wry)
               It's okay.  You got your own security
               now...

     Wigand catches his breath.

                         WIGAND
               Lowell, I can't afford --

                         LOWELL
               ...they "volunteered."  A friend owns a
               large security company.

                         TALIFARO
               How are you doing, Mr. Wigand?  I'm Jon
               Talifaro.  There'll be three of us on
               detail.

                         LIANE
                   (crossing through)
               I'm going to the store.  Please explain
               our new "houseguests" to your children.

     And Wigand looks at Lowell...  Barbara comes into the living
     room and holds onto her father's leg.

                         WIGAND
               I called Richard Scruggs in
               Mississippi...

                         LOWELL
               I heard.

                         WIGAND
               I'm going to be a witness for them in
               their litigation.  So I'm going to fly to
               Pascagoula to give a deposition...

                         LOWELL
               I know.  I'm going to go there tonight...

                         WIGAND
               Did you have a good day?

                         DEBORAH
               Yes, I did.  I had a great day.

                         WIGAND
               Coffee, Lowell?

                         LOWELL
               Yeah.
                   (to kids)
               Want to play that game we were playing
               before?  You know, I think you got it up
               to five.  I was ahead of you.

     She goes over and holds his hand.  And as he holds her hand,
     seeing what his life has become, he looks up and his glance
     connects with Lowell...

     INT. THE KITCHEN, THE WIGANDS' HOUSE - NIGHT

     We see out the window a Security Guard, incongruous, walking
     by.  And we see Liane, finished with the dinner dishes,
     silently wiping off the sink.  There's a pall you could cut
     with a knife.  A moment, and Jeffrey comes in the kitchen
     door from the garden...  He stops to wash his hands in the
     sink.

                         LIANE
               Please don't wash your hands in the sink.

                         WIGAND
               Where should I wash them?

                         LIANE
               Use the bathroom.

                         WIGAND
               What's the difference...

                         LIANE
               That's for food.

     But he ignores her, washing his hands...  And she turns the
     water off.  He turns it back on.  He thinks, then turns it
     off.  Then she turns it on.

                         LIANE (cont'd)
               Leave it on!  Just leave it on, okay?!

     And she turns and leaves the room, coldly, all her anger
     repressed.  For Jeffrey, everything else and now this?  The
     running faucet.

     EXT. THE WIGANDS' HOUSE, LOUISVILLE - LATE NIGHT

     The house on the quiet suburban street.  A Security Guard,
     incongruous, a noticeable bulge where his shoulder holster
     is, sitting watch under the porch light on the small front
     porch in a metal porch chair.

     INT. THE BASEMENT, THE WIGANDS' HOUSE - LATE NIGHT

     And we see Jeffrey, unable to sleep, sitting at his desk,
     alone in the basement, listening to classical music.  He
     instinctively turns.  And he sees Liane, in her bathrobe, has
     come down to sit on the basement stairs.  He looks over at
     her.  And he thinks she's come down to make up.  And all she
     really wants him to do is say, "I need you..."  But he
     can't...  And like ships that pass in the night, nothing's
     said.  It's quiet.  She puts her hands protectively in her
     robe pockets.  And she starts to cry...

                         LIANE
               I don't think I can do this...  I want to
               stand by my husband...  I really do,
               Jeffrey.  But I don't think I can do this
               anymore.  I am so sorry...

                         WIGAND
               Can we talk about this when I get back?

                         LIANE
               Yes...Jeffrey.

     She goes back up the stairs.  And as Jeffrey sits in the
     basement, and the music plays.

     INT. THE LOUISVILLE AIRPORT - DAY

     We see Jeffrey and his Security Man.  He passes a small
     Filipino Woman in a nurse's uniform and a Man in clerical
     garb, who hands him a small American Flag, asking for
     donations.  And, now, he passes through the metal detector.
     He nods thanks and walks towards us, relaxing, looking behind
     every so often to see if anybody is following him.  As he
     passes Gate 3, he HEARS over his shoulder...

                         THE MAN
                   (friendly)
               Jeff...?

     Jeffrey turns and the Man throws a sheaf of SUBPOENAS at his
     chest...

                         THE MAN (CONT'D)
                   (nasty)
               You've been served.

     And he turns and walks off.  And as Jeffrey looks down at the
     subpoenas...

     INT. RICHARD SCRUGGS' KITCHEN - 7:00 A.M.

     Jeffrey is sitting with Scruggs and Motley in Scruggs'
     kitchen around a semi-circular counter.  Coffee and sweet
     rolls.  It's casual.  No one's dressed for court.  Scruggs
     has been looking through the sheaf of subpoenas.  About
     Motley, we sense power held in reserve.

                         RICHARD SCRUGGS
               Now, what this one is, is a temporary
               restraining order, a gag order, issued by
               a Kentucky court.

     Meanwhile, a movie-star handsome man in shirtsleeves and a
     tie, a coffee cup in his hand, enters and sits casually on
     the arm of a chair.

                         RICHARD SCRUGGS (CONT'D)
                   (introducing)
               Jeff Wigand, Michael Moore.

                         MICHAEL MOORE
               Good to meet you, Dr. Wigand.

                         RICHARD SCRUGGS
               Mike's our Attorney General down here.
                   (to Moore)
               I was just explaining to Jeff, they got a
               Kentucky court to issue a gag order to
               stop his deposition today.

                         MICHAEL MOORE
               Right.

                         RICHARD SCRUGGS
               Now, they tried to get the Mississippi
               Court to honor it, but the judge threw it
               out...
                   (to Jeffrey)
               However, for you, there is a more
               perilous effect to the Kentucky gag
               order...

                         MICHAEL MOORE
                   (after a beat)
               Dr. Wigand, you do understand what could
               happen, don't you?

                         WIGAND
               I'm not free to testify...here...?

                         MOTLEY
               That's right.  If you violate the
               Kentucky order, when you step foot back
               in Kentucky, they can find you in
               contempt and they can incarcerate you.
               And you ought to know that.

     And Jeffrey fairly turns white, it's never occurred to him he
     might go to jail...

                         WIGAND
               Jail?

                         RICHARD SCRUGGS
               Possibly, yes.  That is one of the
               possible consequences of your testifying
               here today.  That's right...

                         WIGAND
               How does one..."go...to...jail?"  What
               does my family do?  Go on welfare?  If my
               wife has to work?  Who's going to look
               after the kids?  Put food on the table?
               My children need me.  If I'm not
               teaching...there's no medical...no
               medical...even on co-pay, that's like...
               Tuition...

                         MICHAEL MOORE
               Dr. Wigand, listen, you may not be able
               to do this thing.  As I understand from
               Dick, you're our key witness.  And, I
               hope you don't withdraw.  I guess we'd
               all understand if you did...
                   (at watch)
               Guys, I've got to go.  I'm gonna be late
               for court.  I'll see y'all a little
               later.  Dr. Wigand, good luck.

     He leaves.  And Jeffrey's quiet, frightened.  Having shaken
     the departing Moore's hand, he now turns away from Scruggs
     and Motley, thinking about consequences.

                         RICHARD SCRUGGS
               I know what you're facing, Jeff.  And, I
               think I know how you're feeling...

     Jeffrey's skeptical anybody could know "how it is"...

                         RICHARD SCRUGGS (CONT'D)
                   (low, personal)
               In the Navy I flew A-6's off carriers...
               In combat, events have a duration of
               seconds, sometimes minutes...  But what
               you're going through goes on day in and
               day out.  Whether you're ready for it or
               not, week in, week out...  Month after
               month after month.  Whether you're up or
               whether you're down.  You're assaulted
               psychologically.  You're assaulted
               financially, which is its own special
               kind of violence.  Because it's directed
               at your kids...what school can you
               afford...  How will that affect their
               lives.  You're asking yourself:  Will that
               limit what they may become?  You feel
               your whole family's future's
               compromised...held hostage...
                   (after a beat)
               I do know how it is.

     EXT. RICHARD SCRUGGS' HOUSE, PASCAGOULA, MISSISSIPPI - DAY

     A white, traditional, Southern house, with a veranda and
     gables...a large front lawn with weeping willows.  And we see
     Lowell, hands in his pockets, not an insider or an outsider,
     waiting alone on the expansive lawn.  The front door opens.
     A Mississippi State Trooper, putting on his round brimmed hat
     comes out and crosses the driveway.  Then Jeffrey coming out
     with Motley.  Motley talks to him on the veranda for a moment
     and then heads towards his car.  Meanwhile, Jeffrey comes
     down over to Lowell on the lawn.

     And Jeffrey looks off, across the street from the house, at
     the Gulf.  And we see the street is blockaded by Mississippi
     State Police cars.  An armed camp.  Other men in suits,
     Lawyers and state officials, wait.  Ron Motley gets in his
     car and drives away.

                         LOWELL
               You attract a crowd.

                         WIGAND
                   (smiles, wry)
               Yeah, great.

                         LOWELL
               I heard about the Kentucky gag order...

                         WIGAND
               I don't know what to do.

     And they're quiet, a breeze of the Gulf ruffling their
     coats...  He looks out at the water, a cargo container ship
     passing by.  He watches its slow progress...

     And Jeffrey quietly starts to walk off across the lawn, hands
     in his pockets, shoulders bent, head down, thinking...  And
     Richard Scruggs comes out, tying his tie, to wait beside
     Lowell...

     EXT. COURTHOUSE, CANTY STREET, PASCAGOULA, MISSISSIPPI -
     DAY

     Motley's car parks, and he and an Assistant are approached by
     a flurry of media from the parking lot behind us, crossing
     Canty Street to intercept him.  And we SEE the lot is jammed
     with Mercedes-Benzes, Town Cars and limousines belonging to
     the 150-200 Big Tobacco, Wall Street lawyers.  Some hang out
     by their cars, killing time.  It's a tailgate party.  Beyond
     them are trucks and vans with satellite dishes supporting the
     media circus.  They're all here for Jeff's deposition.  The
     scale of it dwarfs the plebeian storefront with its sign
     "Temporary Jackson County Courthouse"...into which Motley
     enters...

     EXT. RICHARD SCRUGGS' HOUSE, PASCAGOULA, MISSISSIPPI - DAY

     Jeffrey contemplating.

     INT. COURTROOM, PASCAGOULA, MISSISSIPPI - DAY

     One TOBACCO LAWYER, an Edward Bennett-type while waiting is
     on his cell phone...

                         TOBACCO LAWYER
                   (into phone)
               Hold on a second...
                   (seeing Motley enter; to Jr.
                    Lawyer)
               Would you please ask Mr. Motley if he
               expects his witness to appear or not...?

     JR. LAWYER crosses to Motley.

     EXT. SCRUGGS' HOUSE, DOCK - DAY

     Jeffrey alone on the jetty, looking out to sea.  Trying to
     decide, trying to untangle identity and consequence.  A
     moment.  He turns, crossing to Lowell and Scruggs.  Then.
     it's the three men, standing on the lawn.  Time seems to
     slow...all of them aware it's a critical decision, personally
     and historically...

                         WIGAND
                   (severely conflicted)
               I can't seem to find...the criteria to
               decide.  It's too big a decision to make
               without being resolved...in my own mind.

     They're quiet.  Jeffrey, getting nowhere.  Lowell offers...

                         LOWELL
               Maybe things have changed...

     Long pause on Jeffrey as he contemplates his future.  And
     something just got resolved.  He asks Lowell, rhetorically...

                         WIGAND
               What's changed?

                         LOWELL
                   (unsure)
               You mean...since this morning?

                         WIGAND
               No.  I mean since whenever...

     Nothing's changed.  Wigand looks at them.  He found his own
     answer.

                         WIGAND (CONT'D)
               Fuck it.  Let's go to court.

     And Dick Scruggs and Lowell look at this normal, somewhat
     flawed, very courageous man...

                         RICHARD SCRUGGS
                   (to unseen staff)
               Dr. Wigand would like to leave now.

     And there's a sudden flurry of activity.  Jeffrey and Scruggs
     walk to a Mississippi State Police car.  Lowell gets into his
     car and drives away, separately.  Police, State Officials,
     run to their cars.  Cars starting, lights flashing, Wigand's
     car pulls into position.

     INT. SCRUGGS' CAR - JEFFREY - DAY

     in the back seat with Scruggs.  The driver's a State
     Policeman.  Jeffrey watches the small town of empty lots, old
     buildings, a 1930's Deco school pass by.  It's all
     heightened, especially vivid to his eyes somehow.  And he
     exhales heavily to calm himself, to focus...

     EXT. THE COURTHOUSE, PASCAGOULA, MISSISSIPPI - DAY

     Some of the Tobacco Lawyers, their jackets off, still hanging
     across Canty Street by their cars.  And now they see the
     police lights turning, coming around a corner, moving towards
     the courthouse.  The caravan stops.  First, Scruggs gets out.
     A moment, then Jeffrey appears.  And the Reporters pounce on
     Jeffrey, cameras flashing...Mississippi Police leading him
     through the crowd...  Moore appears at courtroom door
     (already there).  And as he's whisked away into the
     courtroom.

     INT. THE COURTROOM, PASCAGOULA, MISSISSIPPI - DAY

     The tobacco lawyers become dead quiet.  Cell phones are hung
     up.  Newspapers are put away.  Jackets are donned.  This is
     now very serious business.  Motley meets Jeffrey, all eyes on
     him.

                         MOTLEY
               Okay, Jeff, I'm going to sit you down at
               that table over there.  I'm going to
               start as fast as possible.  I don't want
               to give them a chance to get another
               restraining order, okay?  Let's go.

                         MICHAEL MOORE
               Good luck, Doc.

     Motley calmly motions Wigand to take a chair.  He settles in.

                         STENOGRAPHER
               Please stand.  Raise your right hand...
               Do you swear to tell the truth, the whole
               truth and nothing but the truth, so help
               you God?

                         WIGAND
               I do.

                         STENOGRAPHER
               You may be seated.

                         MOTLEY
               You understand, Dr. Wigand, you are under
               oath.  This is a sworn deposition.
               There's no judge.  It's not a trial.
                   (understatement of the century)
               Will you state your name for the record.

                         WIGAND
                   (after a beat)
               Jeffrey S. Wigand.

     He spells it for them...

     EXT. THE COURTHOUSE, PASCAGOULA, MISSISSIPPI - DAY

     Lowell, waiting with the other journalists...

                         PHOTOGRAPHER
               Got any idea what's going on in there?

                         LOWELL
               No, I don't have a clue.

     INT. THE COURTROOM, PASCAGOULA, MISSISSIPPI - DAY

     Motley still conducting the inquiry...  And the tobacco
     lawyers, like a pack of dogs, waiting to pounce...

                         WIGAND
               That is correct.

                         MOTLEY
               In other words, it acts as a drug?

                         TOBACCO LAWYER
               Object to the form of the question!

                         MOTLEY
               It acts as a drug on the body?

                         TOBACCO LAWYER
               Object to the form!

                         MOTLEY
               It acts as a...

                         TOBACCO LAWYER
               Object!

                         MOTLEY
               There an echo in here?  Your objection's
               been recorded.  She typed it into her
               little machine over there.  It's on the
               record.  So now I'll proceed with my
               deposition of my witness.  Does it act as
               a drug?

                         TOBACCO LAWYER
                   (shouts)
               Dr. Wigand.  I am instructing you...
                   (to Wigand)
               ...not to answer that question in
               accordance to the terms of the
               contractual obligations undertaken by you
               not to disclose any information about
               your work at the Brown & Williamson
               Tobacco Company.  And in accordance with
               the force and effect of the temporary
               restraining order that has been entered
               against you to by the court in the State of
               Kentucky!  That means you don't talk!
                   (beat)
               Mr. Motley, we have rights, here...

                         MOTLEY
                   (explodes)
               Oh, you got rights and lefts!  Ups and
               downs and middles!  So what?!  You don't
               get to instruct anything around here!
               This is not North Carolina, not South
               Carolina nor Kentucky.  This is the
               sovereign State of Mississippi's
               proceeding.  Wipe that smirk off your
               face!  Dr. Wigand's deposition will be
               part of this record.  And I'm going to
               take my witness' testimony!  Whether the
               hell you like it or not!
                   (to Wigand)
               Answer the question, Dr...

                         WIGAND
                   (slams it home)
               Yes.  It produces a physiological
               response, which meets the definition of a
               drug!  Nicotine is associated with
               impact, with satisfaction.  It has a
               pharmacological effect that crosses the
               blood-brain barrier intact...

                         MOTLEY
               Thank you, Doctor.  Thank you.

     EXT. THE SCRUGGS' HOUSE, PASCAGOULA, MISSISSIPPI - NIGHT

     Lowell stands on the porch looking out at the rain.  There's
     a slight sound.  He turns.  And Jeffrey's come outside.  He
     stands leaning on the porch railing, looking out at the rain
     and windswept trees.  They're quiet.  They share a look.
     They nod to each other.  The smallest nod of accomplishment.
     And they're there on the porch, alone, outside the house in
     Pascagoula, Mississippi.

     INT. CBS EDITING ROOM, NEW YORK - AFTERNOON

     We see Lowell, unusually buoyant in the same clothes as
     yesterday.  He's working with Tony Baldo on a cut of the
     show, the net result of his architecture of events, his
     combination of persuasion and integrity...

     We see on the Avid monitor a single of Jeffrey...

                         WIGAND
                   (on monitor)
               "Part of the reason I'm here is I felt
               that their representation clearly, at
               least within..."

                         LOWELL
               Run that Sandefur piece on "nicotine's
               not addictive."  Run that on-camera.
               Then cut right to Wigand with "I believe
               they perjured..."  Then go wide to the
               CEOs all taking the oath.  Back on Jeff
               and play the pause after the word "felt"
               on the B-side...

     Widen to include Debbie DeLuca, the Intern, two other
     Editors, Felling.  They have gathered behind Lowell in the
     doorway.  This is a hot show and it's generated excitement
     among Lowell's co-workers.  And while Baldo cuts, we see...

     INT. CBS, CORRIDOR OUTSIDE EDITING ROOM - DAY

     ...the group has spilled out the doorway, watching Lowell's
     story come together.  Beyond them, approaching, is Mike
     Wallace, coming to work...

                         BILL FELLING
                   (leaving)
               ...helluva show, Mike.  Explosive
               material.

     People separate as Mike pushes in.  Lowell sees Mike.  While
     Tony Baldo is making the edits on the Avid...

                         LOWELL
                   (to Mike)
               It went great in Mississippi, Mike.

                         MIKE WALLACE
               Good.

     Don Hewitt enters from the corridor without jacket.

                         DON HEWITT
               I heard Wigand's deposition got sealed.

                         LOWELL
               Yeah, they argued he was going to reveal
               the secret formula of "Kools" to the
               world.
                   (seriously)
               "Sealed" doesn't hurt Scruggs'
               litigation, and since we're the only ones
               with the story, I believe we're sitting
               on an exclusive.

                         MIKE WALLACE
               I like that...

                         DON HEWITT
               Corporate has some questions.  We've got
               a meeting at Black Rock first thing in
               the morning.

                         LOWELL
               When's the air date?

                         DEBBIE DELUCA
                   (to Lowell)
               Excuse me, Lowell.  Sharon's on line 3.

                         LOWELL
               Tell her I'll call her back in ten.

                         BALDO
               Here we go.

     Baldo now runs Lowell's edit of the above sequence.  And we
     SEE THE IMMEDIATE IMPACT.

     Sandefur in CLOSE-UP states "I believe that nicotine is not
     addictive."  Wigand in matching CLOSE-UP states "I believe he
     perjured himself."  Then all seven CEOs of Big Tobacco stand
     up and raise their hands and take an oath in front of
     Congress to tell the truth while Wallace says "...the whole
     line of people, the whole line of CEO's up there, all
     swearing that."  And Wigand says off-screen with great
     emphasis "Part of the reason I'm here is I FELT"...and it
     cuts to Wigand for a pause that makes the word "FELT" resound
     and, then, he goes on to say on-camera "that their
     representation clearly misstated what they commonly knew.
     We're a nicotine delivery business."  We see the combination
     of art and truth woven into impact that has an audacity
     that's stirring and beautiful...

     EXT. LOUISVILLE - DUSK

     We see an anonymous rental car moving through downtown
     Louisville.

     INT. THE RENTAL CAR - NIGHT

     It's Jeffrey in the front seat, driven by one of his security
     men.  He's coming home under the cover of darkness.  They
     pass a FLAMING CAR on the freeway shoulder.  Jeffrey turns to
     stare at it.  They turn off onto city streets and stop at a
     light.  Jeffrey's nervous.  Jeffrey instinctively turns.  A
     Police Car stops alongside.  The Policeman looks at him.
     Eyes meet.  Jeffrey looks away.  The signal takes forever.
     It changes.  And as the Police Car moves off...

     EXT. WIGANDS' HOUSE - NIGHT

     The car's stopped at the curb.  Jeffrey gets out.  He starts
     up the walk, and the Second Security Guard quickly crosses
     the lawn to intercept him...

     And Jeff opens the door going inside, anxious to be home...

     INT. WIGANDS' HOUSE - NIGHT

     The house is quiet, dark.  Too quiet.  Too dark.  Something
     isn't right.  He crosses to one of the children's rooms...the
     master bedroom.  The lights are on.  Both rooms are empty.
     He goes into the kitchen and sees a note that's been left for
     him...  He opens it.  He sits heavily in a chair, reading the
     note.  The Security Guard peers...  And as Jeffrey sits in
     the silent house, the hero come home...

     INT. THE CONFERENCE ROOM, CBS - DAY

     We're at a table.  Mike and Lowell laugh at some joke while
     HELEN CAPERELLI, CBS GENERAL COUNSEL, enters with the
     President of CBS News, ERIC KLUSTER.

                         HELEN CAPERELLI
               Shall I send for coffee?  Sorry I'm late.

                         MIKE WALLACE
               No, no, we're fine...

                         HELEN CAPERELLI
               Are you sure?

     Also there is Don Hewitt.  Caperelli is too well put
     together, too practiced, too polished.

     They nod.  They don't need coffee.

                         HELEN CAPERELLI (CONT'D)
               Alright, I thought we'd get together
               because there's a legal concept that has
               been getting some new attention recently,
               "tortious interference."
                   (beat)
               If two people have an agreement, like a
               confidentiality agreement, and one of
               them breaks it because they are induced
               to do so by a 3rd party, the 3rd party
               can be sued for damages for
               interfering...hence, "tortious
               interference."

                         DON HEWITT
               Interfering?  That's what we do.

                         LOWELL
               I think what we're trying to tell you is
               that it happens all the time.  This is a
               news organization.  People are always
               telling us things they shouldn't.  We
               have to verify if it's true and in the
               public interest...  And if it is, we air
               it.

                         MIKE WALLACE
               After we corroborate it.  That's why
               we've never lost a lawsuit and run a
               classy show.
                   (impatient, now)
               Anything else?

                         HELEN CAPERELLI
               And "60 Minutes'" verification is exact.
               And precise.  And I don't think it would
               hurt to make sure you're right...on this
               one.

                         DON HEWITT
               Why?  You think we have liability?
               What's the CBS News' position, Eric?

                         ERIC KLUSTER
               There's a possibility, it's rather
               remote...

                         HELEN CAPERELLI
               But one we have to check on, Mike.  I've
               retained outside counsel to do exactly
               that.  On a segment, I might add, that's
               already rife with problems...

                         LOWELL
               What does that mean?  "Rife with -- ?"

                         HELEN CAPERELLI
               I'm told unusual promises were made to
               Wigand.

                         LOWELL
               No, only that we would hold the story
               until it was safe for him...

                         HELEN CAPERELLI
                   (cuts in)
               And, I'm told there are questions as to
               our "star witness'" veracity.

                         LOWELL
                   (trying to control his anger)
               His "veracity" was good enough for the
               State of Mississippi.

                         HELEN CAPERELLI
                   (historic)
               Our standards have to be higher than
               anyone else's, because we are the
               standard...for everyone else...

     Whatever that means...

                         LOWELL
                   (wry)
               Well, as a "standard"...I'll hang with
               "is the guy telling the truth?"

                         HELEN CAPERELLI
               Well, with tortious interference, I'm
               afraid...the greater the truth, the
               greater the damage.

                         LOWELL
               Come again?

                         HELEN CAPERELLI
               They own the information he's disclosing.
               The truer it is, the greater the damage
               to them.  If he lied, he didn't disclose
               their information.  And the damages are
               smaller.

                         LOWELL
               Is this "Alice in Wonderland"?

                         MIKE WALLACE
               You said "on this one."  What about "this
               one"?

     And Lowell hears a changed note in Wallace's voice.  After a
     beat.

                         HELEN CAPERELLI
                   (familiar, seductive)
               If this holds up, and it very well may
               not, Mike...but, if it did.  And we aired
               this segment?  And CBS was sued by Brown
               & Williamson?  I think we could be at
               grave risk.

                         MIKE WALLACE
                   (a beat)
               How grace?

                         HELEN CAPERELLI
                   (and she's been waiting for
                    this)
               Well, at the end of the day...because of
               your segment...the Brown & Williamson
               Tobacco Company...could own CBS.

     As if on cue, the alarm on Helen Caperelli's watch beeps.
     She glances at it.

                         HELEN CAPERELLI (CONT'D)
               You know, I am sorry.  But I'm due
               upstairs.

     She gets up, gathering her things.

                         LOWELL
               Is CBS corporate telling CBS News do not
               go to air with this story?

                         HELEN CAPERELLI
               You're getting ahead of yourself.  We're
               all in this together.  We're all CBS.
               We'll find out soon.  Thank you,
               gentlemen.

     And taking up her briefcase, she leaves.  Don and Mike rise.

                         LOWELL
               "Tortious interference"?  Sounds like a
               disease caught by a radio.

                         DON HEWITT
                   (to Mike)
               Lunch?

                         MIKE WALLACE
               Sure.
                   (to Lowell)
               Don't worry, we call the shots around
               here.

     Lowell finds himself angry and alone.  He crosses to the
     window and pulls out his cell phone and goes to work.

                         DEBBIE DELUCA'S VOICE (OVER)
               Hello?

                         LOWELL
                   (into phone)
               Debbie, it's me.  I want you to check
               some filings and give me John Wilson's
               number at Bear-Stern.

     INT. CBS, HEWITT'S OFFICE - DAY

                         LOWELL
               What now?

                         DON HEWITT
               Kluster's coming over.

     Hewitt's on an unrelated call.  Lowell crosses to look out
     the window, a manila folder (the filing) under his arm with
     whatever he found out, like a bomb, feels distant from these
     people.  The door opens, and Eric Kluster, the President of
     CBS News enters...

                         ERIC KLUSTER
               Hello, Lowell, Mike, Don.

     Hewitt hangs up the phone.

                         ERIC KLUSTER (CONT'D)
               There has been so much soul searching
               about this Wigand, I've decided we should
               cut an alternate version of the show
               without his interview.

                         LOWELL
               So, what happened to Ms. Caperelli's
               checking with outside counsel first, all
               that crap?

                         ERIC KLUSTER
               That's happening.  And, hopefully we
               won't have to use the alternate, but we
               should have it in the can.

                         LOWELL
               I'm not touching my film...

                         ERIC KLUSTER
               I'm afraid you are.

                         LOWELL
               No, I'm not...

                         ERIC KLUSTER
               We're doing this with or without you,
               Lowell.  If you like, I can assign
               another producer to edit your show...

     Lowell's stunned.  He looks like he's been hit with a
     hammer...

                         LOWELL
               Since when has the paragon of
               investigative journalism allowed lawyers
               to determine the news content on "60
               Minutes"?

                         DON HEWITT
               It's an alternate version.  So what if we
               have an alternate version?  And I don't
               think her being cautious is so damned
               unreasonable.

                         ERIC KLUSTER
                   (wry)
               So, now, if you'll excuse me, gentlemen,
               Mr. Rather's been complaining about his
               chair again.
                   (laughter)

     As they start to leave...

                         LOWELL
                   (mild)
               Before you go...

     And Lowell takes out...

                         LOWELL (CONT'D)
               I discovered this.  SEC filing...
                   (he gets their attention)
               For the sale of the CBS Corporation to
               Westinghouse Corporation.

                         MIKE WALLACE
               What?

                         DON HEWITT
               Yeah, I heard rumors.

                         LOWELL
               It's not a rumor.  It's a sale.
                   (rhetorical answer)
               If Tisch can unload CBS for $81 a share
               to Westinghouse and then is suddenly
               threatened with a multibillion-dollar
               lawsuit from Brown & Williamson, that
               could screw up the sale, could it not?

                         ERIC KLUSTER
                   (serene)
               And what are you implying?

                         LOWELL
                   (to Kluster)
               I'm not implying.  I'm quoting.  More
               vested interests...
                   (reading from SEC filing)
               "Persons Who Will Profit From This
               Merger...
                   (beat)
               Ms. Helen Caperelli, General Counsel of
               CBS News, 3.9 million.  Mr. Eric Kluster,
               President of CBS News, 1.4 million..."

                         DON HEWITT
               Are you suggesting that she and Eric are
               influenced by money?

                         LOWELL
               Oh, no, of course they're not influenced
               by money.  They work for free.  And you
               are a Volunteer Executive Producer.

                         DON HEWITT
               CBS does not do that.  And, you're
               questioning our journalistic integrity?!

                         LOWELL
               No, I'm questioning your hearing!  You
               hear "reasonable" and "tortious
               interference."  I hear...  "Potential
               Brown & Williamson lawsuit jeopardizing
               the sale of CBS to Westinghouse."  I
               hear...  "Shut the segment down.  Cut
               Wigand loose.  Obey orders.  And fuck
               off...!"  That's what I hear.

                         DON HEWITT
               You're exaggerating!

                         LOWELL
               I am?  You pay me to go get guys like
               Wigand, to draw him out.  To get him to
               trust us, to get him to go on television.
               I do.  I deliver him.  He sits.  He
               talks.  He violates his own fucking
               confidentiality agreement.  And he's only
               the key witness in the biggest public
               health reform issue, maybe the biggest,
               most-expensive corporate-malfeasance case
               in U.S. history.  And Jeffrey Wigand,
               who's out on a limb, does he go on
               television and tell the truth?  Yes.
               Is it newsworthy?  Yes.  Are we gonna air
               it?  Of course not.  Why?  Because he's
               not telling the truth?  No.  Because he
               is telling the truth.  That's why we're
               not going to air it.  And the more truth
               he tells, the worse it gets!

                         DON HEWITT
               You are a fanatic.  An anarchist.  You
               know that?  If we can't have a whole
               show, then I want half a show rather than
               no show.  But oh, no, not you.  You won't
               be satisfied unless you're putting the
               company at risk!

                         LOWELL
               C'mon, what are you?  And are you a
               businessman?  Or are you a newsman?!
               Because that happens to be what Mike and
               I do for a living...

                         MIKE WALLACE
               Lowell.

                         LOWELL
                   (runs on)
               "Put the corporation at risk"...?  Give
               me a fucking break!

                         MIKE WALLACE
               Lowell.

                         LOWELL
               These people are putting our whole reason
               for doing what we do...on the line!

                         MIKE WALLACE
               Lowell!

                         LOWELL
               What?

                         MIKE WALLACE
               I'm with Don on this.

     And there it is.

     EXT. LOWELL'S HOUSE, BERKELEY - AFTERNOON

     We see Sharon in a vegetable garden in their side yard...
     She turns, seeing him standing behind her...

     After a moment.  She knows.

                         SHARON
               What's wrong?

                         LOWELL
               They're killing the Wigand interview...

                         SHARON
               What?!

                         LOWELL
               They're pretending it's process.
               Bullshit, it's foregone.

                         SHARON
                   (beat)
               What are you and Mike going to do?

                         LOWELL
               I'm alone on this...

                         SHARON
                   (beat)
               Oh, baby...

     And the phone RINGS...  Sharon goes in the house to get it...
     She comes back out...

                         SHARON (CONT'D)
                   (after a beat)
               Jeffrey Wigand...

     INT. LOWELL'S OFFICE, BERKELEY - LATE AFTERNOON

                         LOWELL
               Jeffrey...

     INT. A HOTEL ROOM, LOUISVILLE - NIGHT

     And we see Wigand looking rough, unshaven, sitting on a couch
     in a hotel room.  And we see his belongings, clothing, some
     boxes, a bottle of vodka, his computer, what's left of his
     world, are around the room.

                         LOWELL'S VOICE (OVER)
               Jeffrey, how are you?  How's the family,
               okay?

                         WIGAND
               There is - there is no family.

                         LOWELL'S VOICE (OVER)
               What do you mean there is no family?

                         WIGAND
               Liane has filed for divorce...

     INT. LOWELL'S OFFICE, BERKELEY - LATE AFTERNOON

     And Lowell's dead quiet.

     INT. THE HOTEL ROOM, LOUISVILLE - NIGHT

                         WIGAND
               And, so, I moved out...  I see the girls
               a couple of days a week...

                         LOWELL'S VOICE (OVER)
                   (concerned)
               Where you staying now?

                         WIGAND
                   (sarcastic)
               Our favorite hotel, honey...  I checked
               into Room 930.  Odd choice?  Huh?

     And we don't know what he means by that...

     INT. LOWELL'S OFFICE, BERKELEY - LATE AFTERNOON

     The last of the daylight shadows his office.

                         LOWELL
                   (after a beat)
               I don't know how to say this, Jeff,
               except to just say it right out, so I'll
               say it.  They do not want to air it.

                         WIGAND
                   (stops)
               What?!

                         LOWELL
               B & W may have threatened litigation...
               CBS is on the block...
                   (a beat)
               But you, I mean, I know how...

                         WIGAND
               No.

                         LOWELL
               No?  No, what?

                         WIGAND
               I do not think that you "know" for
               me...what it is to walk in my shoes...
                   (beat)
               ...for my kids to have seen it...for them
               to know why I've put them through what I
               did...the public airing of that...the
               testament to why I did what I
               did...you're telling me is not going to
               see the light of day.

     Lowell's quiet.  And Jeffrey starts to hang up...

                         LOWELL
               Jeff...

     And Jeffrey hangs up.

     INT. JEFFREY'S HOTEL ROOM, LOUISIANA - (PROCESS) - NIGHT

     Jeffrey silently sitting in the chair.  We COME AROUND and
     see why he's been purposely sitting there.  Why he's chosen
     this room.  Directly across the street is the Brown &
     Williamson Building.  The lights are on.  The building lit
     up.  And in an upstairs office Brown & Williamson lawyers,
     moving around a conference room, talking.  And as Jeffrey
     looks out the window...

     EXT. A SMALL TOWN, UPSTATE NEW YORK - DAY

     A peaceful, suburban street.  Small houses.  A PRIVATE
     INVESTIGATOR (P.I.) from IGI, in a raincoat, getting out of a
     car, going up the walk.  He knocks on the door.  Some
     moments.  A Woman in her late forties, handicapped, in an
     electric cart answers the door...

                         P.I.
               Mrs. Wigand?

                         THE WOMAN
               It hasn't been Mrs. Wigand for some time.

                         P.I.
               Well, I'm an investigator and I was - I
               was wondering if I could ask you a couple
               of questions about that?

                         THE WOMAN
               Alright...

     INT. JOHN SCANLON'S PUBLIC RELATIONS FIRM, A MEDIA ROOM,
     NEW YORK - DAY

     And on a TELEVISION SCREEN, SUSAN WIGAND, the woman in the
     electric cart, giving a taped interview to the P.I....

                         SUSAN WIGAND
               ...seven months after we were married we
               found out that I had multiple
               sclerosis...

     We PULL BACK to see John Scanlon and his Staff watching the
     tape...  His firm's logo, public relations campaigns for some
     of his high-profile clients are on the walls.  Scanlon's on
     the phone talking with somebody as the tape runs...

                         P.I.'S VOICE (OVER)
                   (on television)
               And, you had a daughter, Diane, with him,
               is that correct?

                         SUSAN WIGAND
                   (on television)
               Yes, in 1973.

                         JOHN SCANLON
                   (on the phone, whispering)
               ...come on, Tommy Sandefur told me
               himself, he's not gonna allow Brown &
               Williamson to be demonized to the
               American public, so I told Peter Jennings
               and I...hold on...

     He stops, listening to the videotape...

                         P.I.'S VOICE (OVER)
                   (on television)
               Would it be fair to say when he divorced
               you he left you in a precarious
               situation?  You had multiple sclerosis;
               you had a small child to raise.

                         JOHN SCANLON
                   (ignoring that part; to staff)
               Mention that part in the executive
               summary and in the chapters "First Wife"
               and "Estrangement of Daughter."
                   (beat; into phone)
               So, I was telling Pete, I said, "You've
               been taken in by this guy...

                         SUSAN WIGAND
                   (on television)
               Yes...
                   (beat)
               But you have to understand, the divorce
               was something that we both wanted...

                         JOHN SCANLON
               He's a total bullshit artist.  He's a
               shoplifter.  He's a convicted shoplifter.

     And as we end in a sea of documents, affidavits, court
     records, all from Louisville, all about Jeffrey.  We
     understand the war has only been begun...

     INT. CBS, "60 MINUTES," CORRIDOR, LOWELL'S OFFICE - MORNING

     Lowell, in his office, his door open for anyone to see him,
     an immovable force, sitting behind his desk.  Hewitt appears
     in his doorway...

                         DON HEWITT
                   (after a beat, cold)
               So, what are you going to do?

                         LOWELL
               Well, what do you think I'm going to do?
               Quit in protest?  I'm not going to do
               that.

                         DON HEWITT
                   (surprised)
               You're taking "no" for an answer?

                         LOWELL
               No.  I'm not going to take "no" for an
               answer.  No.

                         DON HEWITT
               Then what are you going to do?

     Hewitt looks at him...

                         LOWELL
               I'm staying right here.  Doing my job.
               Fighting to get my show on the air.  You
               don't like it?  Hey, I'll tell you
               what...fire my ass...

                         DON HEWITT
               End up in a high-profile lawsuit with
               Lowell, the First Amendment martyr?  I
               don't think so.
                   (laughs)
               Take a look at this...  This is a summary
               of a dossier that's being prepared.

     And he gives him a copy of it.

                         DON HEWITT (CONT'D)
               He would lie about his whole life...?
               Who's going to believe him about anything
               he says...?
                   (a beat, and the coup de grace)
               The Wall Street Journal's doing a major
               story and I think the Post.  You backed
               the wrong horse...

     He turns and starts off along the hall.  As he goes...

                         DON HEWITT (cont'd)
                   (his parting shot)
               The version without his interview is
               going to air the week after next.

     Lowell watches him walk away.  Debbie enters.

                         DEBBIE DELUCA
               What was that about?

                         LOWELL
               Get me Wigand.

                         DEBBIE DELUCA
               Sure.

                         LOWELL
               ...fuck is this?  Fuck!

     INT. THE PHONE BOOTH, HIGH SCHOOL, LOUISVILLE - DAY

                         LOWELL'S VOICE (OVER)
                   (on the phone, upset)
               You never told me you were married
               before...that you had a daughter...

     And Wigand is in the phone booth at the High
     School...students walking by...

                         WIGAND
                   (outraged)
               Well, how is that any of your business?!
               That is not something that you people
               need to know!

     His voice carries, a student looks over...

     INT. LOWELL'S OFFICE - DAY

                         LOWELL
                   (frustrated)
               Oh, you know what we do or do not need to
               know?  Since when have you become a media
               expert?

     INT. THE PHONE BOOTH, LOUISVILLE HIGH SCHOOL - DAY

                         WIGAND
                   (upset)
               What do you want to do, Lowell, look up
               my ass, too...!

     And he realizes he's said it too loud, a couple of passing
     students stop, looking at him...

     INT. LOWELL'S OFFICE, CBS - DAY

                         LOWELL
               Oh, my God.

                         WIGAND'S VOICE (OVER)
                   (after a beat, lowering his
                    voice, but contentious)
               You're not even on this anymore...  What
               do you care?

                         LOWELL
               Jeff!  Wake the fuck up!  Everybody is on
               the line here.  If they can catch you in
               a lie, they can paint everything with
               that brush.  Do you understand?
               Everything you say!

                         WIGAND
               I told the truth!

                         LOWELL
               Everything...you...say!  And I can't
               defend you, man, with one hand tied
               behind my back!  Because you keep from
               me...what they can discover.  And they
               will discover everything!  Believe me.

     INT. THE PHONE BOOTH, LOUISVILLE HIGH SCHOOL - DAY

     Wigand's quiet.  He looks out the phone booth.  After some
     moments...

                         WIGAND
                   (meaning his first wife and
                    their child, upset)
               ...I was young.  I was
               young...confused...  We didn't handle it
               the right way...

     INT. LOWELL'S OFFICE, NEW YORK - DAY

                         LOWELL
                   (after a beat)
               She sued you for back payments of child
               support?

     INT. THE PHONE BOOTH, LOUISVILLE HIGH SCHOOL - DAY

                         WIGAND
               She did not sue me.  We had a dispute
               over money...  I settled it, she dropped
               the complaint...
                   (angry)
               Any other questions?

     And we'll go back and forth...

                         LOWELL
               Yes.  Did you lie about being on the
               American Judo Team in the Olympics?

                         WIGAND
               What?

                         LOWELL
               Some public relations guy got a hold of a
               tape of an interview...where you're
               saying you were on the American Judo Team
               in the Olympics...?

                         WIGAND
                   (explosive)
               What kind of shit is this?  I was not on
               the team, I sparred with the Olympic
               Team...okay?

     And we see, unbeknownst to Wigand, the P.I. in the raincoat,
     who interviewed his ex-wife, coming out of an administration
     office, walking towards us along the hallways...

                         LOWELL
               Alright...the ABC Telemarketing Company?

                         WIGAND
               ABC...?

                         LOWELL
               ABC Telemarketing Company.

                         WIGAND
                   (the absurdity)
               A can opener!  A $39.95 can opener.  I
               cancelled payment...  It was junk.
                   (sarcastic)
               You ever bounce a check, Lowell?  You
               ever look at another woman's tits?  You
               ever cheat a little on your taxes?
                   (a beat, angry)
               Whose life, if you look at it under a
               microscope, doesn't have any flaws...?

     The P.I. in the raincoat passes Jeffrey, now, and doesn't
     even glance at him...

                         LOWELL
               That's the whole point, Jeffrey.  That's
               the whole point.  Anyone's.  Everyone's.
               They are gonna look under every rock, dig
               up every flaw, every mistake you've ever
               made.  They are going to distort and
               exaggerate everything you've ever done,
               man.  Don't you understand?

                         WIGAND
                   (shouts)
               What does this have to do with my
               testimony?

                         LOWELL
               That's not the point.

                         WIGAND
               What does this have to do with my
               testimony?!  I told the truth!  It's
               valid and true and provable!

                         LOWELL
               That's not the fucking point, whether you
               told the truth or not!  Hello...?

                         WIGAND
               I told the truth...  I told the truth.

     And Wigand's quiet, a deep, dark depression.  The school bell
     RING snaps him out of it...

                         WIGAND
                   (after a beat)
               I've got to teach class.  I've got to go.
               I've got to teach class.

                         LOWELL
                   (undaunted)
               And I've got to refute every fucking
               accusation made in this report before The
               Wall Street Journal runs.
                   (a beat)
               I am trying to protect you, man!

     Wigand's quiet.

                         WIGAND
                   (after a beat, the killer)
               Well, I hope you improve your batting
               average.

     And he SLAMS the phone down.  And as he stands in the phone
     booth, like a man in a glass booth, all alone...

     EXT. CBS BUILDING, ROOFTOP - DAY

     ON the door to the roof.  It SLAMS open.  An enraged Lowell
     enters and walks out into the cold rain.  Like a prize-
     fighter, shoulders hunched against the cold, he buries his
     hands in his jacket pockets.  He crosses to the edge of the
     roof high above the city.  He's pissed off.  He takes out his
     cell phone.  He dials...  Lowell hears background NOISE...

     INT. WALL STREET JOURNAL - NEWS MEETING - DAY

     Twenty sub-editors and section heads sit and stand in a clear
     area...  One of them, a large man, is CHARLIE PHILLIPS on a
     cell phone.

                         CHARLIE PHILLIPS
               Hello?

                         LOWELL'S VOICE (OVER)
                   (cautious)
               It's Lowell.  Are you guys planning to do
               a piece on a former top executive in Big
               Tobacco?

                         CHARLIE PHILLIPS
               You caught me in a news meeting.

                         LOWELL
               Well, are you or are you not, Charlie?

                         CHARLIE PHILLIPS
               You bet we are.  And I can't talk to you
               now.

                         LOWELL
               We gotta hook up.

                         CHARLIE PHILLIPS
               Sure.  Where?

                         LOWELL
               P.J.'s.

                         CHARLIE PHILLIPS
               I'll be there.

     INT. A PHONE BOOTH, NEW YORK - NIGHT

     A busy New York street.  Light mist.  And we see Lowell is on
     the phone in a phone booth...

                         LOWELL
               Yeah, I got it.  500 pages of it.  They
               looked in every corner of this guy's
               life...from a spousal abuse charge, to
               shoplifting, to a traffic ticket he got
               once for running a red light.  It's Terry
               Lenzner's outfit, IGI.  Jack, listen to
               me.  Their strategy:  discredit this guy,
               ruin his reputation in The Wall Street
               Journal, and then nobody will ever listen
               to what he's got to say about tobacco.
               He's dead.  Unless I can get this thing
               knocked down.

     INT. A HOUSE IN SAN FRANCISCO - NIGHT

     A townhouse with a commanding view of the Bay.  And we see a
     broad-shouldered man in his late forties sitting at a desk on
     the phone.  JACK PALLADINO.  His wife, SANDRA SUTHERLAND,
     sitting across from him on another phone.  They're Private
     Investigators...

                         LOWELL
               To make it even a little more attractive,
               I don't know if you're ever gonna get
               paid.

                         SANDRA SUTHERLAND
               Is there any truth to any of it?

                         LOWELL
               That's a good question.  "Is there any
               truth to any of it?"  I doubt it.

                         PALLADINO
               What's their deadline?

                         LOWELL
               Soon.

     Palladinos exchange looks; she nods.

                         PALLADINO
               Fax me the summary.

                         LOWELL
               That's great, Jack.

     Lowell hangs up and walks towards us to enter...

     INT. BAR - NIGHT

     CLOSE on Lowell entering, moving through the crowd of sports
     writers, feature writers, sub-editors, etc.  He comes upon a
     rugged-featured man, JIM COOPER from The New York Times,
     sitting next to Charlie.

                         JIM COOPER
               Hey, Lowell.

                         LOWELL
               How are you, Jim?

                         JIM COOPER
               Hey, listen, I hear you guys are sitting
               on something sensational over there.

     Lowell looks at Cooper quizzically.

                         LOWELL
               Really?  Hi, Joan.

     Just then Jim's wife enters.  They exchange greetings.

                         JIM COOPER
               Hi, baby.

                         LOWELL
               Catch you later.

     Cooper and his wife leave.  Charlie and Lowell are alone in
     the crowded bar.

                         LOWELL (CONT'D)
               When's your deadline?

                         CHARLIE PHILLIPS
               Monday.

                         LOWELL
               Push it.

                         CHARLIE PHILLIPS
               What?  Forget it.

                         LOWELL
               It's a smear campaign, Charlie.

                         CHARLIE PHILLIPS
               It's drawn from a selectively
               circulated...

                         LOWELL
                   (cuts in)
               Oh, it's real selective...about as hard
               to get a hold of as the Manhattan phone
               book.

                         CHARLIE PHILLIPS
               Well, it's authoritative and is
               overwhelmingly documented.

                         LOWELL
               And it's bullshit.  And if I'm right, are
               you going to put the Journal's reputation
               behind a story that's going to blow up in
               your face?

                         CHARLIE PHILLIPS
               I'll take a look at what you got.  But I'm
               not moving any deadlines 'cause you say
               so.

     That's the way it lays.  In a different, personal tone...

                         CHARLIE PHILLIPS (cont'd)
               Are you all right?

                         LOWELL
               Yeah.  Catch you later.

     INT. A COFFEE SHOP, LOUISVILLE - DAY

     And we see a Policeman sitting at the counter having a cup of
     coffee...

                         SANDRA SUTHERLAND
               Officer Murabchick?

     He turns as Sandra Sutherland sits at the counter to the left
     of him.

                         SANDRA SUTHERLAND (cont'd)
               Officer Muravchick.  How are you?  I'm
               Sandra Sutherland.

                         POLICEMAN
               How do you do?

                         SANDRA SUTHERLAND
               Fine, thank you.  I'm doing a background
               check.  Mind if I sit down?

     INT. COURTROOM, LOUISVILLE - LATE AFTERNOON

     An older Man is on the bench.  He's just recessed his court.
     As everybody streams out, going against the tide is Jack
     Palladino.  He approaches the judge, crossing to a side
     door...

                         PALLADINO
               Your honor, could I have a word with you?
               You presided in a dispute over support
               payments...

     INT. A COFFEE SHOP, LOUISVILLE - DAY

                         POLICEMAN
               Jeffrey Wigand?  Yeah, I cited him.

     INT. EDITING ROOM, CBS - DAY

                         DAN RATHER
                   (on monitor)
               CBS is under criticism, because the CBS
               News program "60 Minutes" will not be
               presenting an interview...

     Lowell's destroying his own work product, taking apart his
     creation that we saw earlier to be so impactful.  Tony gets a
     call as Hewitt enters.

                         DON HEWITT
               What the hell are you doing?

                         LOWELL
               What does it look like I'm doing?  I'm
               editing.

                         DON HEWITT
               No, not that.  I'm talking about the
               Associated Press.  They got this story
               that we pulled this interview and they
               talked to Mike and I.  Did you tell them
               that we were lying?

                         LOWELL
               No.  I should have.  I told them I
               disagreed with you, Mike and Kluster that
               this segment is as good as the original.
               I'm not lying for you.  I'm not gonna
               shut up for you.  Not on any of it.

                         DON HEWITT
               Hey!  I'm not going to fire you, okay?
               Take a vacation.  Now!

     INT. LOWELL'S OFFICE - EVENING

     A suitcase is on the floor.  Lowell, finishing packing up his
     things from his office.

                         MIKE WALLACE'S VOICE (OVER)
               Lowell.  I decided to preface Sunday's
               show.  I did three minutes on the
               "Evening News."  You'll want to see it.
                   (beat)
               Where you going?

     And he sees Wallace has stopped at his door...

                         LOWELL
               I've been banished.  In lieu of being
               fired.

                         MIKE WALLACE
                   (disinterested)
               I took off on Tisch.  I took off on
               corporate.  They'll know they're not
               going to see everything on Sunday
               night...

                         LOWELL
               I don't know.  How does that get Wigand
               on the air?

                         MIKE WALLACE
                   (goes up)
               Do me a favor, will you?  Spare me, for
               God's sake.  Get in the real world.  What
               do you think?  I'm going to resign in
               protest?  To force it on the air?  The
               answer is "no."  I don't plan to spend
               the end of my days wandering in the
               wilderness of National Public Radio.
                   (beat)
               That decision I've already made.

                         VOICE
                   (from corridor; to Mike)
               It just started, Mike...

     Wallace waves Lowell's remark aside and exits.  We dwell on
     Lowell until he exits...

     INT. CBS CORRIDOR - EVENING

     ...into the hall.  Dan Rather introduced Mike.  As Lowell
     exits, we SEE Hewitt, Kluster and Caperelli outside of
     Hewitt's office watching...  Lowell, disgusted, takes a
     cursory look and moves towards the elevator.  But he hears...

                         MIKE WALLACE'S VOICE (OVER)
               Where's the rest?  Where the hell's the
               rest?!!

     Lowell turns to see Wallace shouting up at the monitors in
     disbelief...

                         MIKE WALLACE (CONT'D)
               You cut it!  You cut the guts out of what
               I said...!

     Wallace moves in on Kluster...

                         ERIC KLUSTER
               It was a time consideration, Mike...

                         MIKE WALLACE
               Time?  Bullshit!  You corporate lackey!
               Who told you your incompetent little
               fingers had the requisite skills to edit
               me!  I'm trying to Band-Aid a situation,
               here, and you're too dim to...

                         HELEN CAPERELLI
                   (interrupts, familiar)
               Mike...  Mike...  Mike...

                         MIKE WALLACE
               "Mike?"

     It was a big mistake.  Now, he turns on her.  Zeroing in,
     getting closer...

                         MIKE WALLACE (CONT'D)
               "Mike?"  Try "Mr. Wallace."  We work in
               the same corporation doesn't mean we work
               in the same profession.  What are you
               gonna do now?  You gonna finesse me?
               Lawyer me some more?  I've been in this
               profession fifty fucking years.  You and
               the people you work for are destroying
               the most-respected, the highest-rated,
               the most-profitable show on this network!

     EXT. THE EAST RIVER - NIGHT

     A Range Rover pulls up.  Charlie Phillips gets out.  He
     crosses to Lowell who's been waiting by his own taxi.

                         LOWELL
               Here.

     He hands Charlie a folder with the brown notebook inside that
     is the partially complete Palladino/Sutherland/Lowell work
     product.

                         LOWELL (CONT'D)
               These are their leads, their sources.  I
               want you to have your reporters...

                         CHARLIE PHILLIPS
               Suein Hwang and Milo Geyelin.

                         LOWELL
               Have them make their own calls.  They'll
               find that these sources have a different
               story than the one that's in the
               dossier...
                   (demands)
               Push the deadline, Charlie...

     Charlie starts looking through the Palladino/
     Sutherland/Lowell work product.  Meanwhile...

                         CHARLIE PHILLIPS
               I'll push it for a week.  Let Milo and
               Suein go through it.

     INT. WIGANDS' HOUSE #2, KITCHEN - DAY

                         LIANE
               What do you want to buy him for a gift?

                         BARBARA
               He's into kind of little cars, that...

                         LIANE
               That remote control thing?

                         BARBARA
               Yeah.

                         LIANE
               Alright, we'll do that tomorrow.

                         BARBARA
               Mom.

                         LIANE
               Yes, baby?

                         BARBARA
               There's Dad, on TV.

     INT. A BAR, LOUISVILLE - DAY

     And we see Jeffrey in a quiet Bar.  The television's on, the
     sound low, the midday news.  As Jeffrey looks up and sees his
     photograph on TELEVISION.  In his LOCAL WORLD the impact is:

                         LOCAL NEWSCASTER
               And in local news, WLKO Louisville has
               gained access to a five-hundred-page
               dossier on former Brown & Williamson
               research head Jeffrey Wigand detailing
               charges of spousal abuse, shoplifting...

     And Jeffrey looks as if something just detonated inside of
     him.

     WE'RE LOOKING AT MIKE WALLACE SITTING IN FRONT OF A BACKDROP
     ON "60 MINUTES," ON A TELEVISION...

     INT. HOTEL ROOM, LOUISVILLE - NIGHT

     And Jeffrey sitting alone in the hotel, watching the show...

                         MIKE WALLACE
                   (on "60 Minutes")
               "...thousands of documents from inside
               the tobacco industry have surfaced over
               the past year, documents that appear to
               confirm what a former..."

     And as we look at Jeffrey's face, set in stone...

     INT. THE CARIBBEAN BUNGALOW - DAY/NIGHT

                         MIKE WALLACE
                   (on "60 Minutes")
               "...US Surgeon General and the current
               head of the Food and Drug Administration
               have been saying.  We learned of..."

     INT. DON HEWITT'S HOUSE, THE HAMPTONS - NIGHT

     And Don Hewitt in his house in the Hamptons, alone in his
     bedroom, watching the show...

                         MIKE WALLACE
                   (on "60 Minutes")
               "...a tobacco insider who could tell us
               whether or not the tobacco industry has
               been leveling with the public..."

     INT. MIKE WALLACE'S APARTMENT, NEW YORK - NIGHT

                         MIKE WALLACE
                   (on "60 Minutes")
               "...that insider was formerly a highly-
               placed executive with a tobacco
               company..."

     INT. HOTEL ROOM, LOUISVILLE - NIGHT

                         MIKE WALLACE
                   (on "60 Minutes")
               "...but we cannot broadcast what critical
               information about tobacco, addiction and
               public health he might be able to offer.
               Why?  Because he had to sign a
               confidentiality agreement with the
               tobacco company he worked for..."

     INT. MIKE WALLACE'S APARTMENT, NEW YORK - NIGHT

     Mike Wallace is in his study, watching the show alone.  As we
     slowly move in on Mike, seeing himself on television...

                         MIKE WALLACE
                   (on "60 Minutes")
               "The management of CBS has told us that
               knowing he had that agreement..."

     And the look on his face says:  HE DOES NOT LIKE THIS.

     INT. THE CARIBBEAN BUNGALOW - DAY/NIGHT

     Lowell silently watching the broadcast...

                         MIKE WALLACE
                   (on "60 Minutes")
               "...if were to broadcast an interview
               with him, CBS could be faced with a
               multibillion-dollar lawsuit..."

     INT. HOTEL ROOM, LOUISVILLE - NIGHT

     Jeffrey, watching the show...

                         MIKE WALLACE
                   (on "60 Minutes," from the
                    interview with Wigand...)
               "The fact is, we are not allowed even to
               mention his name or the name of the
               company he worked for and, of course, we
               cannot show you his face...  '...and your
               confidentiality agreement with...(blip)
               is still in force?'"

     And all we can hear is an ELECTRONICALLY-ALTERED VOICE and
     the BLANKED-OUT image of a man...

                         WIGAND'S VOICE (OVER)
               "Yes, it is."

                         MIKE WALLACE
                   (on "60 Minutes")
               "So, what are they gonna do?  Sue you for
               making this appearance?"

                         WIGAND
               "I would bet on it."

                         MIKE WALLACE
                   (on "60 Minutes")
               "The former executive has reason to bet
               on being sued, for major cigarette
               manufacturers..."

     Jeffrey, motionless...  A man, no longer with a face or a
     voice...  And as he gets up, and quietly turns off the
     television...

     INT. MIKE WALLACE'S APARTMENT, NEW YORK - NIGHT, LATER

     Wallace, hasn't moved, still in his chair.  He stares,
     ignoring the CBS programming, on the phone, making a call...

     EXT. THE CARIBBEAN BEACH - NIGHT

     Lowell, walking up the sand, his cell phone rings.

                         LOWELL
               Yeah.

                         MIKE WALLACE
               You disappeared on me.  How long you
               staying?

                         LOWELL
                   (absurd)
               I disappeared on you?

                         MIKE WALLACE
                   (meaning the show)
               Alright.  What did you think?

                         LOWELL
                   (after a beat)
               I think it was a disgrace.

     The look on Wallace's face says he thinks so, too.  It's
     obvious.  He hangs up the phone.

     EXT. LOWELL'S BUNGALOW, THE CARIBBEAN - NIGHT

     Lowell is on the phone, now.  The moon lights the water, the
     empty beach.  He listens as a phone, through STATIC, RINGS
     and RINGS and RINGS.

     INT. WIGAND'S HOTEL ROOM, LOUISVILLE - NIGHT

     And we hear the phone RINGING.  We slowly PAN across the
     hotel room.  We see on the floor a pair of men's tasseled
     loafers...  A discarded sport jacket...  And we see Jeffrey,
     barefoot, sitting in a chair in the center of the room.  He's
     looking out the window at B&W.  The curtains are blowing...
     And he's still...  The sound of the phone RINGING and
     RINGING...

     EXT. THE BEACH, THE CARIBBEAN - NIGHT

                         AN OPERATOR'S VOICE (OVER)
               Sir, there's still no answer in that
               room.

                         LOWELL
               Alright.  Get me the manager's office...

     INT. THE HOTEL MANAGER'S OFFICE, LOUISVILLE - NIGHT

                         HOTEL DESK CLERK
               David?  David, you've got a call on line
               4.  I think you better take it.

     A thin Man answers the phone.

                         THE HOTEL MANAGER
               This is David MacDougal.  How can I help
               you?

                         LOWELL'S VOICE (OVER)
               Mr. MacDougal, my name is Lowell Bergman.
               I'm a producer for "60 Minutes"...
               I'm concerned with a friend of mine who's
               staying at your hotel right now.

     INT.  THE HOTEL CORRIDOR, LOUISVILLE - NIGHT

     And we see the Hotel Manager, walking along with a Security
     Guard, and now KNOCKING on Jeffrey's door...

     And when there is no response, the Manager nods to the
     Security Guard, the Guard using a pass key, unlocking the
     door.  But the door stops, the chain-lock drawn.  The Manager
     looks in through the chain...and he can see Jeffrey sitting
     in the chair...

                         THE HOTEL MANAGER
               Mr. Wigand?  Mr. Wigand?

     Jeffrey's still.  The Manager quickly takes a cell phone from
     the Security Guard.

     EXT. THE CARIBBEAN - NIGHT

     Lowell, standing on the beach anxiously waiting.

                         THE HOTEL MANAGER'S VOICE (OVER)
                   (upset)
               I think I need to call the police.  He
               won't respond...

                         LOWELL
               No, no.  Don't call the police!
                   (urgent)
               Just tell him I'm on the phone with
               you...  My name is Lowell Bergman...
               Just tell him that.

     INT. THE HOTEL CORRIDOR, LOUISVILLE - NIGHT

                         THE HOTEL MANAGER
                   (through the door, frightened)
               Mr. Wigand...Mr. Bergman is on the
               telephone.

     Jeffrey's quiet.

     EXT. THE CARIBBEAN - NIGHT

                         LOWELL
               Did he hear you?

                         THE HOTEL MANAGER'S VOICE (OVER)
               You're breaking up.  I can't hear you.

     Lowell goes deeper into the water.

                         LOWELL
               What about now?

                         THE HOTEL MANAGER'S VOICE (OVER)
               What?

                         LOWELL
               Hello, can you hear me now?

     INT. WIGAND'S HOTEL ROOM, LOUISVILLE - NIGHT

     And now the walls behind MORPH into a green daytime garden,
     the garden behind his house.  And as we DOLLY AROUND Wigand,
     more walls MORPH into the side yard, and, turning slowly, he
     sees Barbara and Deborah in the emerald-green grass.  They
     stop and smile, then they stare at us, at their father.  And
     he looks at his children, at an idyll lost...  The chair, the
     man are the only real objects left in the view from inside
     his head...

     EXT. THE CARIBBEAN - NIGHT

     Lowell anxiously moves along the beach, trying to be heard,
     the phone chattering with static...

                         LOWELL
                   (alarmed)
               What's happening?!

                         THE HOTEL MANAGER'S VOICE (OVER)
                   (afraid)
               He doesn't seem to be listening...

                         LOWELL
                   (on the cell phone, shouts,
                    urgent)
               Alright, now listen to me.  I want you -
               I want you to tell him, in these words:
               get on the fucking phone...!

                         THE HOTEL MANAGER'S VOICE (OVER)
               I can't say that!

                         LOWELL
               No, you can.  Tell him to get on the
               fucking phone!

     INT. THE HOTEL CORRIDOR - NIGHT

                         THE HOTEL MANAGER
                   (at the door, to Jeffrey, loud)
               He told me to tell you, to get on...the
               fucking phone...!

     And even he's surprised by his language.  And suddenly
     Jeffrey gets up, unlatches the door, grabs the phone from the
     Hotel Manager.  Wigand in the hotel corridor, Lowell standing
     knee-deep in the water...

                         WIGAND
                   (on the phone, angry)
               You manipulated me into this...!

                         LOWELL
               That's bullshit, Jeff!

                         WIGAND
               You greased the rails!

                         LOWELL
               I greased the rails for a guy who wanted
               to say yes.  I helped him to say yes.
               Alright.  You're not a robot, Jeff!
               That's all.  You got a mind of your own,
               don't you?

                         WIGAND
                   (running on)
               "Up to you, Jeffrey.  That's the power
               you have, Jeffrey.  Vital insider
               information the American public need to
               know."  Lowell Bergman, the hot show who
               never met a source he couldn't turn
               around.

                         LOWELL
                   (running on)
               I fought for you...and I still fight for
               you.

                         WIGAND
               You fought for me...?!
                   (running on)
               ...you manipulated me...into where I am
               now...staring at the Brown & Williamson
               Building.  It's all dark.  Except the
               10th floor!  That's the legal department.
               That's where they fuck with my life!

                         LOWELL
                   (beat)
               Jeffrey, where you going with this?  So
               where you goin'?
                   (quiet)
               You are important to a lot of people,
               Jeffrey.  You think about that.  You
               think about them.

     CLOSE ON JEFFREY:  standing in the room with the blowing
     curtains...

                         LOWELL (CONT'D)
               I'm running out of heroes, man...
                   (after a beat)
               Guys like you are in short supply.

     And for the first time, Wigand smiles.

                         WIGAND
                   (a beat, wry)
               Yeah, guys like you, too.

     And the grave situation passes.

                         WIGAND (CONT'D)
                   (after a beat)
               Where are you, anyway?

                         LOWELL
               I'm on a leave of absence.  Forced
               vacation.

                         WIGAND
                   (a rare laugh, his sarcasm)
               You try and have a good time.

                         LOWELL
                   (droll)
               Yeah.  Yeah, I will.

     INT. THE CARIBBEAN BUNGALOW - DAY/NIGHT

     Sharon's cooking across the room...  And there's just the
     sound of the ceiling fan turning.

                         LOWELL
               "I'm Lowell Bergman, I'm from '60
               Minutes.'"  You know, you take the "60
               Minutes" out of that sentence, nobody
               returns your phone call.  Maybe Wigand's
               right.  Maybe I'm hooked.  What am I
               hooked on?  The rush?  "60 Minutes"?
               What the hell for?  Infotainment.  It's
               so fucking useless, all of it.

                         SHARON
                   (a beat)
               So, it's a big country with a free press.
               You can go work somewhere else.

                         LOWELL
               Free press?  Press is free...for anyone
               who owns one.  Larry Tisch has a free
               press.

                         SHARON
               Get some perspective, Lowell.

                         LOWELL
               I got perspective.

                         SHARON
               No, you do not.

                         LOWELL
               From my perspective, what's been going on
               and what I've been doing is ridiculous.
               It's half-measures.

                         SHARON
               You're not listening.
                   (beat)
               Really know what you're going to do
               before you do it.

     And as the fan squeaks, turning...  Lowell stares at Sharon.

     WE SEE SNOW IS ON THE GROUND.

     EXT. LINCOLN, MONTANA - DAY

     Between two curved colonnades of SNOW-covered trees drives a
     rental car.  CLOSER, it's Lowell.  His POV spots a dirty SUV
     and he pulls into park across from a coffee shop in this out-
     of-context mountain town.  His pager beeps.  He looks at it.
     He detours from the coffee shop to a pay phone on the corner
     of the Moose Lodge.

                         DEBBIE DELUCA'S VOICE (OVER)
               I've got Richard Scruggs on the phone...

                         LOWELL
               Patch him through.

                         RICHARD SCRUGGS' VOICE (OVER)
               Well, Lowell, you are not going to
               believe this...

     INT. A COURTROOM + ROTUNDA, MISSISSIPPI - DAY

     And we see the back of a crowded courtroom.  Richard Scruggs
     is standing in the rear amongst bailiffs an witnesses,
     talking on his own cell phone.

                         RICAHRD SCRUGGS
               The Governor of Mississippi is suing his
               own Attorney General...to abandon
               litigation against Big Tobacco...

                         LOWELL
               Oh, good...

     Waiting media are relaxing as Scruggs continues to Lowell...

                         RICHARD SCRUGGS
                   (after a beat)
               But, now that the version without Jeff
               ran...what's the chance of getting his
               interview on the air...?
                   (beat)
               Hello?

     Sudden STATIC.  Scruggs now exits the building, past the
     metal detector, seeking better reception.

                         LOWELL
               Yeah, I'm here.

     EXT. COURTHOUSE STAIRS, MISSISSIPPI - DAY

                         RICHARD SCRUGGS
               What chance is there of getting Jeff's
               interview on the air...?

                         LOWELL'S VOICE (OVER)
                   (droll)
               Less than great.

     And the courthouse doors suddenly burst open, Michael Moore
     and his attorneys coming out.  Scruggs comes further down the
     steps so he can hear, away from Michael Moore who begins
     answering questions from the Press.

                         RICHARD SCRUGGS
                   (after a beat)
               ...I'd be lying to you if I did not tell
               you how important it was in the court of
               public opinion...

     EXT. THE PHONE BOOTH, LINCOLN, MONTANA - DAY

                         LOWELL
                   (a beat)
               ...and I'd be lying to you if I didn't
               tell you, I'm about out of moves, Dick...

                         RICHARD SCRUGGS
               All right.  See you...

     INT. CAFE, LINCOLN, MONTANA - DAY

     Lowell walks right in and up to a booth and a COUPLE in
     hiking pants and hiking boots.  They look up at him...

                         LOWELL
               Hi.  So, what are you folks doing here in
               Lincoln?

     And we sense something is all wrong here.

                         MAN GEOLOGIST
                   (affable)
               Geology survey.

                         LOWELL
                   (nods)
               Geology.  Yeah?  Really?

                         WOMAN GEOLOGIST
               How about you?

                         LOWELL
                   (direct)
               I work for CBS News.

                         MAN GEOLOGIST
                   (after a beat)
               Oh, yeah?

     Lowell nods.  They look at each other and they both know
     there's a lot more than meets the eye.  And as Lowell gets up
     and leaves...

     EXT. A PAY PHONE, LINCOLN, MONTANA - DAY

     And we see Lowell on the PAY PHONE again.

                         LOWELL
               Just ran into two of your "geologists."
               Geologists whose hands aren't all chewed
               up...?

                         BILL ROBERTSON'S VOICE (OVER)
               Lowell?

     INT. THE FBI, BILL ROBERTSON'S OFFICE, WASHINGTON - DAY

     And we see Bill Robertson's on the phone...

                         BILL ROBERTSON
               Do not...screw this up.  We are a week
               away from an arrest...

     EXT. THE PAY PHONE, LINCOLN, MONTANA - DAY

                         LOWELL
               So, I'll hold it...  And...

                         BILL ROBERTSON'S VOICE (OVER)
                   (on the phone)
               We'll give you a heads up before we
               launch.

                         LOWELL
               How long?

                         BILL ROBERTSON'S VOICE (OVER)
               Three hours.

                         LOWELL
               You got a deal.
                   (hangs up)

     INT. LOWELL'S ROOM, MOTEL, MONTANA - NIGHT

     Lowell is in a T-shirt and sweat pants, sitting in an old, re-
     upholstered-one-too-many-times chair in a room barely big
     enough for a chair, a bed and the TV/VCR combo on the cheap
     dresser.  It's playing Lowell's cut of the full Wigand
     interview.  He watches the show that will never see the light
     of day.

                         MIKE WALLACE'S VOICE (OVER)
               "...like the testimony before Congress of
               Dr. Wigand's former boss, Brown &
               Williamson's Chief Executive Officer,
               Thomas Sandefur."

                         THOMAS SANDEFUR
                   (in CLOSE-UP)
               "I believe that nicotine is not
               addictive."

                         WIGAND
                   (in matching CLOSE-UP)
               "I believe Mr. Sandefur perjured
               himself...  Because I watched those
               testimonies very carefully."

     Then it cuts to all seven CEOs of Big Tobacco raising their
     hands and taking the oath in front of Congress to tell the
     truth while...

                         WALLACE'S VOICE (OVER)
               "All of us did...there was this whole
               like of people, the whole line of CEOs up
               there, all swearing that."

                         WIGAND'S VOICE (OVER)
               "Part of the reason I'm here is I
               FELT..."

     And the PAUSE after the word makes "FELT" resound, and as it
     CUTS TO Jeffrey ON CAMERA saying...

                         WIGAND (CONT'D)
               "...that their representation..."

     And Lowell FREEZES after the image...  He gets up, looking
     out the window through the curtain with the spill from the
     neon motel sign.  Outside are horse trailers.  He goes back
     to watching the show...standing there...in touch with his
     own creative work product and the ideas inherent in it in
     this decision-making process that we feel is critical to him.
     Turning, he dials the phone and we intercut with...

                         JIM COOPER'S VOICE (OVER)
               Hello?

                         LOWELL
               Jim, it's Lowell.

     INT. NEW YORK TIMES - NIGHT

                         JIM COOPER
               Hey!  Where are you?

                         LOWELL'S VOICE (OVER)
                   (doesn't answer)
               Remember that night at P.J.'s?  You asked
               me if we were sitting on something
               "explosive"?
                   (beat)
               Well, we're not "sitting on" it.
                   (beat)
               CBS corporate leaned on CBS News which
               yanked an interview we did with a top-
               ranking tobacco scientist.  A corporate
               officer.  They are trying to close down
               the story.

                         JIM COOPER
                   (sarcastic)
               You mean, "60 Minutes" is letting CBS
               corporate decide what is or is not news?
                   (beat)
               What's Wallace think about this, or
               Hewitt, or...?

                         LOWELL
               How prominent?  What kind of placement?

                         JIM COOPER
               Oh, c'mon, Lowell.  This is The New York
               Times.  I don't know...

                         LOWELL
               Well, until you do, all I can tell you is
               what you already know...they will not air
               an interview.

                         JIM COOPER
               Call me back in ten.

     Lowell hangs up.  Re-dials.

     INT. DEBBIE DELUCA'S APARTMENT - NEW YORK - LATE NIGHT

     Debbie answers, intercutting with above...

                         LOWELL'S VOICE (OVER)
               Debbie.  It's me...

                         DEBBIE DELUCA
               Hi.  What time is it?

                         LOWELL'S VOICE (OVER)
               Oh, it's late.

                         DEBBIE DELUCA
               That I know.  When are you coming back?

                         LOWELL
               I can't get out of here til mid-morning.
               I'll be in tomorrow night...
                   (beat)
               Listen, could you call a number for me,
               it's in Mississippi...

                         DEBBIE DELUCA
               Okay.  Hold on a second...  What is it?

     INT. NEW YORK TIMES - NIGHT

     Jim Cooper's workstation.  His phone rings.  He grabs it.

                         JIM COOPER
               Hello?
                   (beat)

                         LOWELL'S VOICE (OVER)
               Lowell.

                         JIM COOPER
               Alright, Lowell.  Page one.  Editorial's
               interested.  Let's talk.

     INT. MOTEL, LINCOLN, MONTANA - NIGHT

                         LOWELL
               Here's how it works.  You ask me
               questions.  I tell you if you're wrong.

                         JIM COOPER'S VOICE (OVER)
               Okay.
                   (pause)
               Lowell?

                         LOWELL
               Yeah?

                         JIM COOPER'S VOICE (OVER)
               You're sure you want to do this?

                         LOWELL
               Why?

                         JIM COOPER'S VOICE (OVER)
               Hey, it doesn't work?  You've burned your
               bridges, man.

                         LOWELL
               You ready...?

                         JIM COOPER'S VOICE (OVER)
               Okay...  About this whistle-blower...
               Did Mike and Don go along with the
               corporate decision?

     No answer.

                         JIM COOPER'S VOICE (OVER)(cont'd)
               Lowell?

                         LOWELL
               Did I tell you you were wrong?

                         JIM COOPER'S VOICE (OVER)
               No.
                   (beat)
               I'm assuming the cave-in begins with the
               threat of litigation from Big Tobacco.
               Are we talking...are we talking Brown &
               Williamson, here?

     MOVING CLOSER into the face of Lowell.  His gaze falters.
     His eyes go back to the motel TV mutely frozen on the show.
     Whatever he's seeing there, his gaze is steadfast.

     EXT. STREET, NEW YORK - 5:30 A.M.

     Newspaper box is loaded with The New York Times.

     EXT. HOTEL, NEW YORK - 5:30 A.M.

     Cab pulls to curb and a raincoated Man emerges.  We SEE he
     carries a copy of this morning's New York Times.

     INT. A HOTEL ROOM, NEW YORK - DAWN

     A suitcase is half-unpacked on the floor...a sleeping
     figure...  There's a knock.  Irritated, a sleeping Lowell
     gets up to answer it.  He looks through the security peep
     hole.  He opens it.  And Mike Wallace, a newspaper under his
     arm, is standing in the doorway.

                         MIKE WALLACE
               Did I get you up?

                         LOWELL
               No, I usually sit around in my hotel
               room, dressed like this at 5:30 in the
               morning, sleepy look on my face.

     There's an awkward quiet.  Mike enters.  He slows, looks
     around.

                         MIKE WALLACE
               How many shows have we done?  Huh?
               C'mon, how many?

                         LOWELL
               Oh, lots.

                         MIKE WALLACE
               Yeah, that's right.

                         LOWELL
               But in all that time, Mike, did you ever
               get off a plane, walk into a room, and
               find that a source for a story changed
               his mind?  Lost his heart?  Walked out on
               us?  Not one fucking time!  You want to
               know why?

                         MIKE WALLACE
               I see a rhetorical question on the
               horizon.

                         LOWELL
               I'm going to tell you why.  Because when
               I tell someone I'm going to do something,
               I deliver.

                         MIKE WALLACE
               Oh, how fortunate I am to have Lowell
               Bergman's moral tutelage to point me down
               the shining path.  To show me the way.

                         LOWELL
               Oh, please, Mike...

                         MIKE WALLACE
                   (beat)
               Give me a break!

                         LOWELL
               No, you give me a break!  I never left a
               source hung out to dry, ever.  Abandoned.
               Not 'til right fucking now!  When I came
               on this job, I came with my word intact.
               I'm gonna leave with my word intact.
               Fuck the rules of the game!  Hell, you're
               supposed to know me, Mike.  What the hell
               did you expect?  You expect me to lie
               down?  Back off?  What, get over it?

                         MIKE WALLACE
               In the real world, when you get to where
               I am, there are other considerations...

                         LOWELL
               Like what?  Corporate responsibility?
               What, are we talking celebrity here?

                         MIKE WALLACE
               I'm not talking celebrity, vanity, CBS.
               I'm talking about when you're nearer the
               end of your life than the beginning.
               Now, what do you think you think about
               then?  The future?  "In the future I'm
               going to do this?  Become that?"  What
               "future"?  No.  What you think is:  how
               will I be regarded in the end?  After I'm
               gone.

     He trails off.  They look at each other.

                         MIKE WALLACE (cont'd)
               Now, along the way I suppose I made some
               minor impact.
                   (beat)
               I did Iran-Gate and the Ayatollah,
               Malcolm X, Martin Luther King, Saddam,
               Sadat, etcetera, etcetera.  I showed
               them thieves in suits.
                   (beat)
               I've spent a lifetime building all that.
               But history only remembers most what you
               did last.  And should that be fronting a
               segment that allowed a tobacco giant to
               crash this network?
                   (beat)
               Does it give someone at my time of life
               pause?
                   (simply)
               Yeah.

     And the look on Wallace's face is "It did.  Whether it should
     or should not...what difference does that make?  It did."
     And we realize only now that he has not come to argue.

                         LOWELL
               Mike...in my...

                         MIKE WALLACE
                   (low)
               You and I have been doing this together
               for fourteen years.

     And he gives Lowell a copy of The New York Times.

                         MIKE WALLACE (cont'd)
               This is today's New York Times.
                   (beat)
               In it is the whole sordid story of what
               went on inside our shop.

     Lowell looks down at the page.  The headline is "'60 MINUTES'
     ORDERED TO PULL INTERVIEW IN TOBACCO REPORT."

                         MIKE WALLACE (cont'd)
               And in the editorial...  It accuses
               us...of betraying the legacy of Edward R.
               Murrow.

     Turning, he walks out and down the hallway.  Lowell looks at
     the newspaper.

     INT. THE COMMUTER HELICOPTER - MORNING

     The helicopter approaching Manhattan.  John Scanlon sitting
     with Hewitt, both of them reading The Wall Street Journal
     Wigand article.

                         DON HEWITT
                   (troubled)
               They conclude most of it seems pretty
               unsubstantiated...
                   (looking at him, sickened)
               You're full of shit, John.

     INT. COFFEE SHOP, NEW YORK - MORNING

     Lowell at a table littered with New York Times, New York
     Daily News, etc.  His phone rings...

                         LOWELL
               Yeah.

     INT. A CITY BUS, NEW YORK - MORNING

     Broadway backgrounds streak past Debbie DeLuca's head as she
     rides, talking on a cell phone, The Wall Street Journal in
     her hand.

                         DEBBIE DELUCA
               ...front page.  There's a picture of
               Wigand.  Article's entitled, "Getting
               Personal," by-lined to Suein Hwang and
               Milo Geyelin.  Wait, hold on a second,
               Lowell.

     Debbie hits "call waiting."

                         DEBBIE DELUCA (cont'd)
               Yeah.  Yeah, sure.  I'll see if I can
               find him.  Hold on...
                   (beat; to Lowell)
               Yeah, Don's looking for you...

                         LOWELL
               Good.

                         DEBBIE DELUCA
               The sub-heading is, "Brown & Williamson
               Has a 500-Page Dossier Attacking Chief
               Critic."
               It quotes Richard Scruggs calling it "the
               worst kind of an organized smear campaign
               against a whistle-blower."

     INT. COFFEE SHOP, NEW YORK - MORNING

     EXTREMELY CLOSE Lowell.

                         DEBBIE DELUCA'S VOICE (OVER)
               "...a close look at the file, and
               independent research by this newspaper
               into its key claims, indicates that many
               of the serious allegations against Mr.
               Wigand are backed by scant or
               contradictory evidence..."

     EXT. STREET, NEW YORK - MORNING

     As Lowell hails a cab in a WIDE ANGLE and runs towards us,
     jumping into the cab...

     INT. DON HEWITT'S OFFICE - DAY

                         DON HEWITT
               The news division has been vilified in
               The New York Times, in print, on
               television, for caving to corporate
               interests!

     We PULL BACK and we see that Lowell's with Hewitt in Hewitt's
     office...

                         DON HEWITT (CONT'D)
               The New York Times ran a blow by blow of
               what we talked about behind closed doors!
               You fucked us!

                         LOWELL
                   (shouting)
               No, you fucked you!  Don't invert stuff!
               Big Tobacco tried to smear Wigand; you
               bought it.  The Wall Street Journal,
               here, not exactly a bastion of anti-
               capitalist sentiment, refutes Big
               Tobacco's smear campaign as the lowest
               form of character assassination!  And
               now, even now, when every word of what
               Wigand has said on our show is printed,
               the entire deposition of his testimony in
               a court of law in the State of
               Mississippi, the cat totally out of the
               bag, you're still standing here debating!
               Don, what the hell else...do you need?

     And Hewitt, looking around.

                         DON HEWITT
               Mike, you tell him...

                         MIKE WALLACE
                   (simply)
               You fucked up, Don.

     And Don's taken off stride...

                         DON HEWITT
                   (recovers fast)
               Hey, it's old news!  Stick with me.  Like
               always, we'll be okay.  These things have
               a half-life of fifteen minutes...

                         MIKE WALLACE
               No, that's fame.  Fame has a fifteen-
               minute half-life...
                   (droll)
               Infamy...lasts a little longer.

     Lowell looks at Wallace.

                         MIKE WALLACE (CONT'D)
               We caved.  It's foolish.  It's simply
               dead wrong.
                   (in his face, so there's no
                    doubt)
               Now, this is what we're going to do.
               We're going over to Black Rock...

     INT. A HIGH SCHOOL SCIENCE CLASS, LOUISVILLE - AFTERNOON

     Jeff is in front of his class, teaching...

                         WIGAND
               Okay, so let's get back to it.  Alright,
               now, what we saw there was...

     INT. LAX - ECU:  LOWELL - NIGHT

     Tired, his suitcase at his feet.  We don't know if he's
     coming or going.  He's at a pay phone in the more-deserted-
     than-not airport.

                         LOWELL
                   (into phone)
               They cancelled the six o'clock.
                   (beat)
               I don't know why.  I'm on the 8:10.  I
               should be home...9:30.  I'll see you
               then.  Love ya'.  Bye...

     He hangs up and ambles over to a lounge with a few travellers
     sitting in it.

                         MIKE WALLACE
               "CBS Management wouldn't let us broadcast
               our original story and our interview with
               Wigand because they were worried about
               the possibility of a multi-billion dollar
               lawsuit against us for tortious
               interference...  But now things have
               changed."

     INT. JEFFREY WIGAND'S APARTMENT, LOUISVILLE - NIGHT

     A small apartment.  Jeffrey dishes out second helpings of
     pasta primavera into two pasta plates and brings them into
     the kitchenette to his girls, Deborah and Barbara.  And now
     we SEE AND HEAR the small television on the table playing "60
     Minutes" and...

                         MICHAEL MOORE
                   (on television)
               "...in my opinion, is an industry that
               has perpetrated the biggest fraud on the
               American public in history."

     Deborah looks proudly at her father.

     Wigand's gotten up and gone out of the kitchenette.  He has
     stopped for a moment around the corner in the hallway.  His
     kids can't see him.  We can.  And he watches them and his
     eyes get shiny and start to tear.  And as he stands there,
     watching his girls at the kitchen table witnessing their
     father's hard-earned "truth" on television, we realize that
     of all the audiences, his girls are the one he cares about
     most...

     INT. AIRPORT LOUNGE

     And Lowell in his moment of victory is watching his "60
     Minutes" double segment on a departure lounge television with
     his feet resting on his suitcase, next to a Chicano woman
     with two kids and her mother and an older man with a beard
     and cane.  An airport cleaner stops to watch, too.  Lowell
     glances at him...

     Unbeknownst to these viewers, arrested by the content on the
     television screen, is that the man who made it sits casually
     among them, watching his work.

     INT. LOWELL'S HOUSE, KITCHEN, BERKELEY - NIGHT

     Sharon sits at the kitchen table.  She watches in a far
     corner a small countertop television.  It's "60 Minutes," the
     full show entitled "Jeffrey Wigand, Ph.D." and on the top
     right, "PRODUCED BY LOWELL BERGMAN."  As Sharon continues
     watching the television playing on the counter, the emotional
     currents within her remaining unrevealed...

     INT. MIKE WALLACE'S STUDY - ON MIKE WALLACE - NIGHT

     watching the show.  He sees himself...

                         MIKE WALLACE
                   (to Wigand)
               "You wish you hadn't blown the whistle?"

                         WIGAND
                   (on television, hesitating)
               "There are times...I wish I hadn't done
               it.  But there are times that I feel
               compelled to do it..."
               "I've - if you asked me if I would do it
               again or if it's - do I think it's worth
               it.  Yeah.  I think it's worth it."

     Wallace, satisfied, rises to refill his glass, as...

     INT. AIRPORT LOUNGE

     Lowell watching show in airport.

     INT. A SURVEILLANCE VAN, LINCOLN, MONTANA - NIGHT

     And we see the FBI Agent, BILL ROBERTSON on the phone.

                         BILL ROBERTSON
               I promised you a three-hour heads-
               up...well, here it is.  Have a camera
               crew standing by in Helena, Montana on
               Tuesday and I'll give you a three-hour
               head start.  Alright?  By the way, that
               was a hell of a good show tonight...

     INT. LOWELL'S HOUSE, BERKELEY - NIGHT

                         LOWELL
                   (nods, trustworthy)
               Thank you, Bill.

     And he quietly hangs up.  And it's still.  Sharon's laid
     down, closing her eyes.  They lie close together.  After some
     moments, she opens her eyes and lets us know what she's been
     thinking...

                         SHARON
                   (understated)
               You won.

     This time he isn't droll.

                         LOWELL
               Yeah?
                   (a beat)
               What did I win?

     There's an odd look on his face, not the look of a victor.
     He shuts off the light.  And as they lie close together in
     the dark in each other's arms...

     WE'RE LOOKING AT THE FAMILIAR CBS EYE ON A TELEVISION SCREEN.
     AND THEN THE WORDS:  "SPECIAL REPORT."

     INT. MASTER CONTROL ROOM, CBS - DAY

     Lowell, entering through machine rooms, into a state-of-the-
     art Master Control Room.  On a wall are fifty or more
     monitors, in the humidity-and-temperature-controlled nexus of
     CBS operations.  And it's jammed with people, witnessing a
     fast-breaking, major news event.  Mike Wallace stands near
     Felling.  Lowell crosses past Felling and stands next to Mike
     Wallace.

     And we see footage of a handcuffed, bearded, barefoot
     Man...THEODORE KACZYNSKI, the UNABOMBER, being taken in by
     the FBI.  A director counts down.  Dan Rather launches...

                         DAN RATHER
               "Reporting from CBS World News
               headquarters in New York, good afternoon.
               There has been a major break in the case
               of the so-called 'Unabomber.'  CBS News
               has learned that a remote homesite
               outside Lincoln, Montana has been under
               FBI surveillance..."

                         BILL FELLING
               Thanks for this.  You know, we beat
               everybody.  ABC, NBC, CNN.

     Mike motions Lowell out into the corridor so they can be
     alone.

     INT. CORRIDOR, CBS - DAY

     The control room and crowd are seen through the glass wall.
     After some moments:

                         MIKE WALLACE
               That Canada story?  Still interest you?

                         LOWELL
                   (nods)
               Everything interests me.

     Mike nods...  Lowell puts his hands in his jacket pockets...
     After some moments...

                         LOWELL (CONT'D)
               I quit, Mike.

     Mike's startled.

                         MIKE WALLACE
               Bullshit.

     Lowell shakes his head "no."

                         MIKE WALLACE (CONT'D)
               C'mon, it all worked out.  You came out
               okay in the end...

                         LOWELL
               I did?  What do I tell a source on the
               next tough story?  Hang in with us.
               You'll be fine...maybe?

     They look at each other.  Lowell says to Mike, intimately,
     what he knows Mike knows...

                         LOWELL (cont'd)
               What got broken here...doesn't go back
               together again.

     Lowell's heartfelt regret.  He starts to leave.  They look at
     each other.

                         LOWELL (cont'd)
               So, uh...

     And Lowell moves off along the hallway, the monitors all
     showing CBS programming.  He doesn't even look back...

     A LEGEND APPEARS:

     CARD #1:

     SUBSEQUENT TO THE EVENTS DRAMATIZES HERE, THE TOBACCO
     INDUSTRY IN 1998 SETTLED THE LAWSUITS FILED AGAINST IT BY
     MISSISSIPPI AND 49 OTHER STATES FOR $246 BILLION.

     CARD #2:

     ALTHOUGH BASED ON A TRUE STORY, CERTAIN EVENTS IN THIS MOTION
     PICTURE HAVE BEEN FICTIONALIZED FOR DRAMATIC EFFECT.

     THE SOURCE OF THE DEATH THREATS AGAINST THE WIGANDS NEVER WAS
     IDENTIFIED AND NO ONE WAS EVER CHARGED OF PROSECUTED.

     CARD #3:

     IN 1996 DR. WIGAND WAS NAMED TEACHER OF THE YEAR IN KENTUCKY.
     CURRENTLY, HE LIVES IN SOUTH CAROLINA.

     CARD #4:

     LOWELL BERGMAN IS A CORRESPONDENT FOR THE PBS SERIES
     FRONTLINE AND IS ON THE FACULTY OF THE GRADUATE SCHOOL OF
     JOURNALISM AT THE UNIVERSITY OF CALIFORNIA AT BERKELEY.

                              THE END