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Actor Point >> Movie Scripts >> Water for Elephants Film Script

Water For Elephants Movie Script

Writer(s) : Richard Lagravenese

Genres : Drama, Romance

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                                 WATER FOR ELEPHANTS



                                     Written by

                                Richard Lagravenese



                                                        APRIL 16, 2009   
                         

          EXT. MODERN CIRCUS GROUNDS - PRESENT DAY - NIGHT

          An upstate New York town. A CIRCUS is being dismantled...The
          Big Top falls and is gathered up by workmen...Trucks are
          being loaded with animals.

          EXT. PARKING LOT - CIRCUS GROUNDS - CONTINUOUS - NIGHT

          AN ELDERLY MAN , JACOB JANKOWSKI - 93 year old - stands
          alone, with a walker in the middle of the empty parking lot.
          His shirt is stained with sweat - as if it took great effort
          for him to get there. As he watches the Circus disappear,
          Jacob looks lost, bewildered and fragile.
          CHARLIE, 50's circus manager, and RUSS, a tattooed teen with
          rings through his eyebrows, approach him with a wheelchair.

                         CHARLIE
          Excuse me sir, can we help you?
          (No reply from Jacob)
          Did you miss your ride?

                         JACOB
          I missed the Spec.

                         RUSS
          The what?

                         CHARLIE
          Yes, I'm afraid you did. Can we
          call someone for you?

                         JACOB

                         (SAD)
          Where'd it all go?

                         RUSS
          He's seriously old.

                         CHARLIE
          Did you come with the folks from
          the retirement home?

                         JACOB
          No, I came on my own.

                         CHARLIE

                         (IGNORING HIM)
          Let's go inside and we can call
          them to pick you up.
          Charlie motions for Russ to get Jacob in the wheelchair.
          Jacob resists.

                         

                         

                         

                         

          2.

                         JACOB
          No, I told ya, I came on my own and
          I'm not going back. Get your hands
          off me.

                         RUSS
          (as if talking to a child)
          It's OK. We're gonna call the home
          so they can come pick you up.

                         JACOB

                         (SUDDENLY LUCID)
          Why don't you pick some of those
          rings out ya head maybe you won't
          be so stupid, ya dumb little shit.

                         RUSS
          Woah! The language. Uncalled for.

                         CHARLIE
          Sir, we need to get you out of this
          parking lot. My trucks have to come
          through here. Please...
          He offers the wheelchair. Jacob relents and sits.

                         CHARLIE (CONT'D)
          I got it Russ. Take the walker.
          Finish closing up the ticket booth.
          Russ takes the walker and exits as Charlie wheels Jacob.

                         JACOB
          In my day, they had old timers in
          the ticket wicket and freaks like
          him in the sideshow. Damn kid
          didn't even know what the Spec was.

                         CHARLIE
          You sound like you know circuses.
          Charlie checks his watch, impatient to get Jacob home.

                         JACOB
          I should. I was on two.

                         CHARLIE
          (Calling OS to Trucks)
          Malcolm, tell them to come through!
          (Patronizing, to Jacob)
          Two circuses. Wow, that's
          something.

                         

                         

                         

                         

          3.

                         JACOB
          Ringling, of course, but that was
          later...

                         CHARLIE
          I'll need your name when I call the
          home.

                         JACOB
          ...First one was called Benzini
          Brothers Most Spectacular Show ...
          Charlie suddenly stops upon hearing that name.

                         CHARLIE
          What?...Wait a minute! Did you say
          you were with the Benzini Brothers?

                         (JACOB NODS)
          What years?

                         JACOB

          1931.

                         CHARLIE
          "~31?...You're saying you were there
          for the---?

                         JACOB
          I was in the middle of it.

                         CHARLIE

                         (INCREDULOUS)
          I don't believe this. After the
          Hartford Fire and the Hagenback-
          Wallace Wreck, that's the most
          famous circus disaster of all time.

                         JACOB
          I remember it like yesterday...
          Better - cause I don't remember
          yesterday.

                         CHARLIE

                         (EXTENDS HAND)
          Charlie O'Brien the third.

                         JACOB
          Jacob Jankowski the only.

                         CHARLIE
          Mr. Jankowski, I would be honored
          if you would have a drink with me
          in my trailer.

                         

                         

                         

                         

          4.

          INT. CHARLIE'S TRAILER -CIRCUS GROUNDS - TWILIGHT

          A bottle of expensive, Laphroaig scotch sits on the table.
          Charlie pours them each a shot. Jacobs drinks. It feels good.

                         JACOB
          (to the Scotch)
          Ah, I remember you...Camel would've
          loved this stuff.

                         CHARLIE
          Camels drink scotch?
          Jacob laughs, shaking his head No. Charlie pours another;

                         CHARLIE (CONT'D)
          You really got here on you're own?

                         JACOB
          The Great Escape! But I got lost.

                         CHARLIE
          I should call the home, let them
          know where you are.

                         JACOB
          I don't know why they call it a
          "home". You don't know anybody
          there. They fill you so full of
          drugs, you don't care...Five kids
          and not one has a place for me
          since their mother died. They take
          turns visiting me on weekends. They
          forgot whose turn it was today so
          nobody showed up..

                         (BEAT)
          I had a life, ya know. A big
          life...It isn't right.
          Charlie empathizes. Pours another. Changes the subject.

                         CHARLIE
          So, how did the Benzini Brothers
          stampede start? The story is two
          guys got thrown off the train and--

                         JACOB
          No point in telling a story if all
          you want to know is the end.

                         CHARLIE
          Sorry. From the beginning.

                         

                         

                         

                         

          5.

                         JACOB
          Now, let's see...the beginning...
          Well, everything began the same day
          everything ended...Ha, isn't that
          how it always works?...

          INT. JANKOWSKI HOUSE - JACOB'S BATHROOM - 1931 - MORNING

          A mirrored medicine cabinet closes revealing the reflection
          of JACOB JANKOWSKI - 23 years old, handsome, full of energy.

          JACOB (V.O.)
          It was a big day. My final exams.

          INT. JANKOWSKI HOUSE - CONTINUOUS - MORNING

          Jacob bounds down the stairs and into the kitchen.
          JACOB'S MOTHER AND FATHER are finishing up breakfast. The
          Father tunes a Philco Radio while smoking a pipe...The Mother
          pours coffee wearing a cardigan sweater and pearls.
          Late for class, Jacob grabs a piece of bread and bacon and
          downs a coffee as his mother sweetly scolds him in POLISH...
          His father says something supportive in POLISH as well. Jacob
          thanks him in POLISH. He kisses his mother and exits.

          EXT. JANKOWSKI HOUSE - ITHACA NY - 1931 - MORNING

          A simple, clapboard house in a middle class neighborhood.
          Jacob runs out, passing his father's sign on the front lawn:

          E. JANKOWSKI
          Doctor of Veterinary Medicine

          EXT. CORNELL UNIVERSITY CAMPUS - 1931 - ITHACA, NY - DAY.

          The beautiful campus of Cornell University. Jacob runs.

          JACOB (V.O.)
          After six years of dissections,
          castrations, foalings and shoving
          my arm up a cow's ass more times
          than I cared to remember, I was
          finally going to graduate Cornell
          in Veterinary Science. I was summa
          cum laude...ha,ha and the oldest
          male virgin on campus.

                         

                         

                         

                         

          6.

          INT. CORNELL UNIVERSITY LECTURE HALL, 1931 - ITHACA, NY - DAY

          Jacob sits beside a beautiful Blonde who distracts him with
          her legs. She notices him staring, crosses her legs and
          smooths her skirt.
          VETERINARY SCIENCES FINAL EXAMS is written on the board of a
          Lecture Hall. The Proctor announces from his desk.

                         THE PROCTOR
          You may begin.
          Jacob, the Blonde and fifty other students open their exam
          booklets and begin under The PROCTOR's supervision.

          JACOB (V.O.)
          I had my whole life planned. I knew
          exactly where it was taking me...
          And then, with the opening of a
          door, it all vanished.
          The Lecture Hall door opens and DEAN WILKINS enters. The Dean
          walks to the Proctor and they confer privately. Then:

                         THE PROCTOR
          Mr. Jankowski? May we have a word?
          Fifty pairs of eyes turn to look at Jacob, who looks up.

          EXT. LECTURE HALL - CONTINUOUS - DAY

          Jacob steps outside with Dean Wilkins.

                         DEAN WILKINS
          Jacob, it's your parents. I'm
          afraid there's been a car accident.

          INT. BASEMENT HALLWAY - ITHACA HOSPITAL - NIGHT

          Jacob walks down a dimly lit hall with a Police Chief and a
          Chaplain to the Morgue led by a Nurse. We follow them inside.

          INT. CORONER'S MORGUE - ITHACA HOSPITAL - CONTINUOUS - NIGHT

          The room is windowless and bare except for TWO GURNEYS, each
          with a sheet-covered body. A CORONER stands between them.
          Jacob sees a steel table upon which lay his parents
          belongings; wedding rings, pearl necklace, his father's pipe.

                         

                         

                         

                         

          7.

                         CORONER
          Are you ready?
          The Chaplain places a comforting hand on Jacob's shoulder.
          Jacob nods. The Coroner exposes first Jacob's father, then
          Jacob's mother. We see only Jacob's expression:

                         CHAPLAIN
          Is there any other family to call?

                         JACOB
          No. Just me.

          INT. EDMUND HYDE LAW OFFICES - DAY

          Jacob, in a black suit. Mr. Hyde is seated opposite him.

                         HYDE
          I know this is difficult for you,
          but there's been no mistake. The
          house and all their assets,
          including your father's practise,
          are now property of the bank in
          default of the mortgage.

                         JACOB
          But I'm telling you, my father put
          away every penny he ever earned.
          They owned that house outright. Why
          would he have a mortgage?

                         HYDE
          My guess is because he let people
          pay him in beans & eggs or whatever
          they had, instead of money.

                         JACOB
          And so he's penalized for not
          turning away people who couldn't
          afford his help? He was a doctor.

                         HYDE
          Yes, I know, he was a very good man
          but in banking terms, in the
          reality of what makes this world
          actually function, he was an
          irresponsible man. I'm sorry, but
          you oughta to know the truth. This
          Depression is going to last for a
          long while..

                         (MORE)

                         

                         

                         

                         

          8.

                         HYDE (CONT'D)
          ..And the only ones who will be
          standing at the end of it, are the
          ones who fight to take what they
          need to survive. Everyone else is
          going to disappear. Don't make the
          same mistakes as your father.
          Jacob is disturbed by this description of his father.

          EXT. RESIDENTIAL STREET - OUTSIDE ITHACA, NY - DAY

          Jacob in his black suit walking home..looks up ahead to see:

          EXT. JANKOWSKI HOUSE - CONTINUOUS - DAY

          All the family possessions are on the lawn being scoured over
          by strangers: father's Philco radio, mother's jewelry...A
          foreclosure sign hangs beside his father's business sign:

          JACOB (V.O.)
          Things happened so fast, my head
          was spinning. And that mortgage...I
          just couldn't figure it out.
          A DELIVERY TRUCK pulls up at the curb. It is met by A BANK
          REPRESENTATIVE, who receives a package and carries it to
          Jacob, meeting him halfway.

                         BANK REPRESENTATIVE
          This just came for you, Jacob.
          Whatever it is I'm going to have to
          include in the bank's report of
          assets. Sorry. You OK?

                         (JACOB NODS)
          I also have documents to sign..
          The Bank Representative continues MOS as Jacob opens the
          package,

          JACOB (V.O.)
          I didn't believe the lawyer or the
          bank. My mother worked. They had
          savings. We were never broke. So
          why would they need a mortgage?
          And then it hit me...
          Jacob opens the package revealing a BRAND NEW SIGN, reading;

          E. JANKOWSKI AND SON

          DOCTORS OF VETERINARY MEDICINE

                         

                         

                         

                         

          9.

          JACOB (V.O.)
          They did it to pay for my Ivy
          League education.
          For a moment Jacob can't move. This thought stuns him. With
          his house being picked apart and the Bank Representative
          speaking about papers, Jacob can't take it any longer. He
          drops the sign and walks away. The Bank Rep calls after him:

                         BANK REPRESENTATIVE
          Jacob? Jacob they need these signed
          by the end of the business day.
          Jacob walks away from the Bank Rep, pulling off his tie and
          tossing it. He is crying - the reality finally hitting him.

          JACOB (V.O.)
          I walked and I kept on walking...
          It's a strange feeling becoming an
          orphan the same time you're
          becoming a man...To have this
          freedom to be anything you want at
          the same time everything you were
          is taken away. So I just walked
          ...Then all of a sudden, I stopped.

          EXT. A CLEARING NEAR A STREAM - OUTSKIRTS OF ITHACA - NIGHT

          Jacob stands with his feet in a clear stream. He is no longer
          crying. There are dense woods, pitch black, all around him.

          JACOB (V.O.)
          Like I'd been sleepwalking and I
          woke up. I had no idea where I was.
          Jacob can hear the buzz of insects, the glow of fireflies and
          the cries of distant animals in the woods. It unnerves him.
          Far off beyond the dense woods Jacob sees A MOVING FLICKERING
          LIGHT - like a distant, silent star moving past the trees.
          The Light is moving around the woods until it curves towards
          Jacob's direction. He hears a distant CLANK-CLANK...
          Curious, Jacob puts his shoes on and walks back to a gravel
          path that leads to TRAIN TRACKS just as:

          THE MASSIVE TRAIN ENGINE EXPLODES INTO VIEW PASSING HIM.
          Jacob is so close, he is hit by a wall of wind that nearly
          knocks him down. It is dark and the train is moving fast.

                         

                         

                         

                         

          10.

          JACOB (V.O.) (CONT'D)
          What is it inside of us makes us
          decide to grab onto life again and
          again, no matter how many times it
          abandons us without a second
          thought?...What is it makes us
          hungry for more of the same?
          Somebody smart should figure that
          one out.
          Jacob makes his decision: He runs parallel to the
          train...stumbling over gravel, pitching forward and losing
          his balance, recovering, then running faster, scanning for
          something to grab hold of to hoist himself up. He sees:
          AN OPEN STOCK CAR IS THREE CARS BEHIND HIM...As it catches up
          to him, he lunges forward, reaching for the iron grab hold
          and flings himself upward. He clings on with his left leg,
          elbow and chin. His right hand clings to the grab hold. With
          his left hand, he claws the floorboards of the stock car, but
          the aged wood scraps off under his fingers. His right leg is
          dangling, beneath the train itself, dangerously close to the
          tracks. Jacob is slipping...slipping...
          With everything he's got, Jacob makes one final "life or
          death" effort, managing to get his left knee up over the
          edge. Using foot, knee, chin, elbow and fingernails, he
          scrapes his way inside the stock car and lies panting...

          INT. STOCK CAR - EN ROUTE - NIGHT

          A dim light barely illuminates the interior. Jacob breaths a
          brief sigh of relief and accomplishment when suddenly: A HUGE

          HAND CONNECTED TO A EVEN LARGER ARM COMES OUT OF THE

          DARKNESS, GRABBING JACOB BY HIS COLLAR, HOISTING HIM UP.
          Jacob swings at this Brute with his free arm but it's blocked
          easily, as the Brute moves him to the open car door.

          OLD TIMER (O.S.)
          Oh, don't go messin with Blackie.
          Throwing people off of trains is
          one of the perks of his job.
          Jacob can now see THREE MEN playing cards by a kerosene lamp.
          ONE MAN HAS A RIFLE, aimed at Jacob. Another, A SHRUNKEN,
          STUBBLE FACED OLD TIMER, drinks out of a jug...
          Blackie holds Jacob out on the edge of the open stock car, as
          trees slam against the train almost cutting Jacob's face.

                         

                         

                         

                         

          11.

                         BLACKIE
          We don't need no bums on this train
          brother. You can get off right now
          and keep running.
          Old Timer rises with a lantern and hobbles on one bad leg,
          inspects Jacob and his nice suit with the lantern...

                         OLD TIMER
          Now everybody calm down here. Grady
          put that damn rifle away. BLACKIE
          LET'IM GO...And I mean on the
          inside of the train!
          Jacob struggles as Blackie pins one arm behind him.

          OLD TIMER (CONT'D)
          I'm tellin ya, ya can't red light
          him, we don't need that trouble.
          Look at them clothes - he's no bum.
          Blackie scans Jacob's clothes, then tosses him inside the
          train and returns to the card game. Jacob pants, relieved.

          OLD TIMER (CONT'D)
          Don't be sore kid. It's more like a
          reflex with Blackie. I'm Camel..And
          that there's Grady. And Bill.

                         JACOB
          Jacob. Jankowski. Nice to meet you.

                         CAMEL
          You're pretty young for the rails.
          You running from something boy? You
          on the lam?

                         JACOB
          No. Nothing like that.

                         CAMEL
          Where you headed?

                         JACOB
          I don't know.

                         CAMEL
          Hungry? Outta work?

                         (JACOB NODS)
          No shame in it. What can you do?

                         JACOB
          About anything I guess.

                         

                         

                         

                         

          12.
          Camel gives him the once-over look then offers the jug.

                         CAMEL
          We land in Deposit in the morning.
          We'll find you some work. And if
          you're still alive by the end of
          it, I'll get you some food and take
          you to Uncle August.
          Jacob drinks and chokes on the liquor.

                         JACOB
          Who's that?

                         GRADY
          August Rosenbluth...Lord and Master
          of the Known and Unknown Universes.
          Ringmaster Extraordinaire.
          Jacob looks baffled. Camel laughs as he drinks more;

                         CAMEL
          Oh kid, don't tell me you didn't
          notice?
          Grady and Bill laugh though Blackie remains un-amused.

                         BILL
          Ha, he really don't know.

                         CAMEL
          HA! You didn't just jump a train
          boy. You jumped the Flying Squadron
          of the Benzini Brothers Most
          Spectacular Show on Earth...
          You done landed your ass on a
          circus, kid!
          PRE-LAP: The Circus Train brakes screeching to a halt!

          INT. STOCK CAR - DEPOSIT, NY - DAWN.

          Jacob is rolled awake as the train stops. He is disoriented
          as Blackie, Grady and Bill jump out through the open stock
          car door. Camel is fast asleep, drunk from the jug.

          EXT. CIRCUS TRAIN/CIRCUS GROUNDS - DEPOSIT, NY - DAWN.

          The Train has stopped adjacent to a huge grassy lot. Beyond
          it, the scattered buildings of Deposit, NY backlit by dawn.

                         

                         

                         

                         

          13.
          Jacob jumps out of the stock car, in awe of what he sees::
          Hundreds of dirty, unshaven men pouring out of the train
          like ants on candy. The wagons of the train are painted
          scarlet red with gold trim and sunburst wheels. Emblazoned on
          each wagon; BENZINI BROTHERS MOST SPECTACULAR SHOW ON EARTH.
          Jacob wanders as the Circus is being created: Canvas tents
          are raised, the Big Top laying sprawled on the ground. Men
          standing over seams, lacing pieces together...Eight man
          sledge teams pound stakes into the ground at breakneck
          speed....Teams of men are raising enormous poles with their
          combined weight, chanting: Pull it! Shake it! Break it!
          Again!...Now down stake it!...Several teams horses pulling
          wagons are charging right for Jacob..
          Jacob jumps out of the way, nearly being run down. He is out
          of place...in the way of this finely tuned machine.
          Jacob ducks into a LARGE TENT for safety.

          INT. MENAGERIE TENT - CONTINUOUS - MORNING

          Jacob enters. A stillness takes the place of the chaos
          outside: The translucent tent is as tall as the sky. It has
          barely been set up - just the tent and:

          THE ANIMALS.
          Jacob is in awe. Camels, llamas, zebras and horses stand
          behind low ropes slung between iron stakes, some with their
          heads in mounds of hay.....Two giraffes stand within a chain-
          link fence....lions, tigers, panthers, jaguars, bears, chimps
          and an Orangutan.
          The animals stop moving, as if to give Jacob an
          acknowledgement. Jacob responds with a nod or a smile.
          The Orangutan is stretching it's arm outside it's den for
          something out of reach. Jacob tries to understand.

                         JACOB
          What is it? What do you want?
          The Orangutan strains its arm. Blinking at him. Pointing.
          Jacob looks around and sees A HALF SQUASHED ORANGE on the
          ground in front of the cage. He picks it up.
          Jacob opens the den and hands the Orangutan the orange. She
          takes it and sets it on the floor of her den. She returns and
          reaches out for Jacob again.

                         

                         

                         

                         

          14.
          Jacob hesitates, not knowing what she wants. But deciding to
          trust her, Jacob extends his hand to hers.
          The Orangutan wraps her long fingers around Jacob's hand and
          holds it for a beat, looking to his face. Jacob returns the
          gaze, realizing she is thanking him. He is touched.

                         JACOB (CONT'D)
          You're welcome, ma'am.
          The Orangutan lets go and returns to the orange in her den.

          CAMEL (O.S.)
          What the hell you doing in here?
          Get outta there!! You ain't a
          menagerie man. Only menagerie men
          is allowed in there.
          Jacob runs out to Camel.

          EXT. MENAGERIE TENT - CONTINUOUS - MORNING

          Camel escorts Jacob through the grounds to a baggage car.

                         CAMEL
          Gonna try to get you set up with
          Crazy Joe.

                         JACOB
          Do I call him Crazy Joe?

                         CAMEL
          It has been said Crazy Joe went to
          prison for killing a man who spit
          into the wind and hit the back of
          Joe's neck. So no, I would not call
          this man Crazy Joe to his face.
          Camel and Jacob walks on to an open stock car door, where
          CRAZY JOE stands - a burly man, missing three fingers.

                         CAMEL (CONT'D)
          Hey Joe! I got a First of May here.
          Think you can use him?
          Crazy Joe scans Jacob, shoots an oyster of dark brown tobacco
          juice then disappears back inside. Camel tells Jacob;

                         CAMEL (CONT'D)
          You're in, kid.

                         

                         

                         

                         

          15.

          INT/EXT. BAGGAGE STOCK CAR - DEPOSIT, NY - MORNING

          Jacob and another Young Man, WADE, with their shirts off, are
          shovelling tons of horse manure. Jacob is queasy, blinking
          from the stench. The Young Man doesn't seem bothered.

                         JACOB
          I've never seen so much manure!

                         WADE
          Baggage stock horses. They pack'em
          in 27 a car.

                         JACOB
          How do you stand the smell?

                         WADE
          What smell?

          EXT. CIRCUS GROUNDS - DEPOSIT, NY - MORNING

          Jacob and several other Flying Squadron men struggle to pull
          on cables hoisting up the canvases on the Big Top. It takes a
          tremendous effort. Jacob uses every bit of strength.
          When the Big Top is raised, Jacob can't help but be impressed
          with the accomplishment as the local townsfolk (rubes) cheer.

          INT. MENAGERIE TENT - DAY

          Jacob struggles to shovel LLAMA manure out of the menagerie.
          He checks his hands - they are blistered and bleeding.

          EXT. SIDESHOW TENTS - MIDWAY - DEPOSIT, NY - AFTERNOON

          CECIL, THE BARKER, is "speechifying" from a platform beside
          the sideshow entrance, strutting back and forth, as a crowd
          gathers... Jacob and other working men, including Wade, are
          positioned around the perimeter of the crowd.

                         WADE
          When Cecil gives the signal ya
          gotta push the rubes in towards the
          entrance but without them catching
          on or else they'll be a fight.
          Jacob, Wade and the other men position themselves equidistant
          around the perimeter of the crowd facing Cecil.

                         

                         

                         

                         

          16.
          When Cecil pulls his ear (the Signal)...Jacob and the other
          men move forward, inching the crowd into the sideshow tents.

          EXT. MENAGERIE TENT - DAY

          Jacob shovels YAK manure more easily having taped his
          blistered hands.

          EXT. BARBARA'S SHOW TENT - DEPOSIT, NY - LATE AFTERNOON.

          Grady hands Jacob a long lead pipe.

                         GRADY
          Stand inside the tent and smack the
          sides with this when you see a head
          trying to peek in without paying.
          Jacob follows Grady into the tent...

          INT. BARBARA'S SHOW TENT - CONTINUOUS - LATE AFTERNOON.

          Jacob enters and is paralyzed by what he sees:
          Camera angles behind BARBARA - a topless woman on stage alone
          in front of rows of ogling men - as she maneuvers her breasts
          in circles flipping the tassels attached to them...The men
          hoot and holler for more as Barbara smiles encouragingly,
          hiding her routine boredom.
          Jacob is paralyzed by the sight of a naked woman.
          Grady frantically motions for Jacob to snap out of it and use
          the pipe at the heads sneaking under the tent to peek in...
          Startled out of his enthrallment, Jacob lifts the pipe too
          quickly and hits his own forehead. OW!..then proceeds to do
          his job, banging the heads thru the flaps.

          INT. CIRCUS GROUNDS/MENAGERIE TENT - DEPOSIT, NY - TWILIGHT

          Jacob shovels ZEBRA manure, no longer affected by the scent.
          By this point, the menagerie tent has been fully installed:
          Ten chandeliers hang and twinkle from the roof illuminating
          the a gloriously bannered candy stand in the tent's center.
          Jacob hears someone entering the menagerie. He turns to see;

                         

                         

                         

                         

          17.
          Behind the rows of beautiful black and white horses, Jacob
          catches flashes of pink sequins...pink tights...pink sequined
          gloves of a WOMAN caressing and whispering to them.
          She is MARLENA. Her shimmering eyes and hair. Her porcelain
          skin. Her pink sequins make her glisten and sparkle...
          Jacob is spellbound as he watches Marlena's gift with horses;
          Marlena uses signals with her whip or clicking sounds with
          her tongue to communicate with the horses: they line up at
          her subtle command, they raise their hooves, they bow down to
          her, rise up on their hind legs...
          She clicks her tongue and one White Silver Maned Horse lifts
          a hoof for her to inspect. She clicks for him to take a step.
          Jacob notices the Silver Maned Horse walks tenderly on the
          foot. He decides to help....Approaching the shimmering
          Marlena, Jacob looks like he's been shovelling shit all day.

                         JACOB
          Excuse me, ma'am? Hi. I'm Jacob.
          Marlena doesn't respond. She looks at him with suspicion.

                         JACOB (CONT'D)
          May I? He may be foundering.
          Marlena nods. Jacob also clicks his tongue as he glides his
          hands up Silver Star's fetlock. To Marlena's surprise, the
          horse trusts Jacob, lifting its hoof. Jacob examines it.

                         JACOB (CONT'D)
          He should be all right for tonight.
          But I'd put him on stall rest as
          soon as possible.
          He clicks his tongue and eases the hoof down. Marlena looks
          both impressed and insulted. Jacob smiles. Marlena does not.
          She clicks and assembles her horses in formation, then leads
          them out of the menagerie....Jacob looks after her adoringly.

                         WE PRE-LAP:

          UNCLE AUGUST (V.O.)

          LAAADIIIEEESS AND GENTLEMENNNNN!

          AND CHILDREN OF ALL AGES.

          INT. BIG TOP - DEPOSIT, NY - CONTINUOUS - TWILIGHT

          Camera follows Jacob into the Big Top ...

                         

                         

                         

                         

          18.

                         UNCLE AUGUST

          WELCOME TO THE MOST EXTRAVAGANT

          EXTRAVAGANCY THE HUMAN EYE CAN

          BEHOLD...WELCOME THE STARS OF THE

          BENZINI BROTHERS MOST SPECTACULAR

          SHOW ON EARTH!!!
          Jacob arrives as we reveal:

          THE EXTRAORDINARY GRANDEUR OF THE SPEC - EVERY ACT, EVERY

          ANIMAL - IN FULL REGALIA, PARADE FOR THE AUDIENCE AS THE BAND

          PLAYS. IN THE CENTER RING IS:
          Jacob can barely contain himself...The Audience - young and
          old - is captivated. Faces of poor Depression era townspeople
          light up with joy and amazement;
          During Jacob's lines we see; Clowns, jugglers, acrobats,
          exotic animals, Marlena with her Horses, high divers on fire
          diving into a tank of water...it is truly spectacular:

          JACOB (V.O.)
          You never saw anything like it. You
          could hardly take it all in without
          fearing you might go blind from the
          shine. From one kind of world too
          hard to bear came some kind a
          heaven no one knew existed.
          End on Jacob seeing: Marlena gloriously atop her horses who
          form a tableau, as a curtain of sparks falls behind them.

          EXT. CIRCUS GROUNDS - DEPOSIT, NY - MIDDLE OF NIGHT

          The Big Top drops. Poles topple. Horses, men and equipment
          dismantle the great city of tents.

          JACOB (V.O.)
          And then just as quickly, heaven
          was packed away and gone.

          INT. PERFORMER'S CAR - TRAIN EN ROUTE - MIDDLE OF THE NIGHT

          As the train travels, a worn out Jacob sits cramped under a
          bunk beside A CONTORTIONIST taking up little space. Jacob
          voraciously eats a plate of food Camel snuck in for him.

                         CAMEL
          You like the food? You deserve it.
          You done good, I hear..

                         (MORE)

                         

                         

                         

                         

          19.

                         CAMEL (CONT'D)

                         (JACOB CHOKES)
          ..Woah, you better take a breath
          before it all comes back up on ya.
          Here. Have a hit of Jake.
          He offers Jacob his "Jake". Jacob drinks and chokes.

                         CAMEL (CONT'D)
          It's an acquired taste. Now get
          yourself outta there. I'm gonna
          take you in to see August.
          As Jacob squeezes out, the Contortionist unwinds himself and
          takes up more space.

                         JACOB
          But it's the middle of the night.

                         CAMEL
          Only time circus people live - when
          they don't have to work. Come on...

          INT. SLEEPING CARS/ PLATFORM - TRAIN - MIDDLE OF THE NIGHT

          Camel leads Jacob through various sleeping cars, revealing
          the lowly conditions of life on the road...wooden bunks, no
          private space, one bathroom for a dozen to share.

          THROUGHOUT THIS NARRATION WE JUMP CUT INTO VARIOUS CARS:
          - The Musicians Car: Men smoking, cleaning
          instruments...looking at Jacob with suspicion and wry humor.
          The Trumpet Player plays TAPS. Jacob doesn't understand why.

                         CAMEL
          I got a son about your age. Lives
          outside of Reading, PA. Haven't
          seen him for years. Fix your shirt
          there.
          Jacob shoves in his shirt. Camel smiles. He likes the kid.
          - The Clown Car: Clowns without make-up reading or playing
          cards. They look at Jacob as if he were walking the last
          mile. One Clown waves goodbye.

                         CAMEL (CONT'D)
          Remember, when you meet August let
          him do the talking and don't ever
          mention Ringling. He hates them
          bastards worse than the Depression.

                         

                         

                         

                         

          20.
          - Barbara and the Coochie Girls Car; Girls in various forms
          of undress, negligees, sheer robes. Barbara exits a bathroom
          and bumps into Jacob, who fumbles seeing her half-nude;

                         BARBARA
          How's your pipe, kid?
          Camel leads the slack-jawed Jacob away.

                         CAMEL
          Night ladies.

          BARBARA AND GIRLS
          Night Camel.

          INT. PERFORMER STATEROOM CARS - TRAIN EN ROUTE - NIGHT

          Slightly more upscale and private quarters with a passenger
          aisle outside individual doors and windows.

                         JACOB
          Hey Camel - who's that woman who
          works the horses?

                         CAMEL

                         (STOPS)
          Now stop right there. That's
          Marlena. She don't talk to nobody
          and you don't talk to her. And
          don't mention her to August. Ain't
          no right way to talk about
          somebody's wife and make it sound
          like a compliment.

                         JACOB
          Wife?
          Camel takes this opportunity to drink some Jake and ask:

                         CAMEL
          Look, kid, before we do this, I
          gotta ask... ..I ain't tryin to
          know your business but I do know
          you ain't been on the road too
          long. You're too clean, your
          clothes too nice and you don't got
          a possession on you. See, a man on
          the road collects little things.
          It's not a big life I can tell ya.
          So before you start, I ask: if you
          got any kind of life to go back to,
          that's what you should do.

                         

                         

                         

                         

          21.
          Jacob stops. He tries to not sound emotional when he says:

                         JACOB
          I don't.
          Camel studies him, as if understanding what isn't said.

                         CAMEL
          I am sorry to hear that.
          They move on.

          EXT. AUGUST'S PRIVATE CAR PLATFORM - TRAIN EN ROUTE - NIGHT

          They reach a platform facing the fanciest car yet. Standing
          upon it is an enormous, muscular BALD MAN, EARL...

                         CAMEL
          This here's Earl. He's gonna take
          you in. Earl, this here's Jacob.

                         JACOB
          (shakes hands w/Camel)
          I don't know how to thank you.

                         CAMEL
          HA! You may not want to after you
          been on a show long as I have. Good
          luck to ya, kid.
          Camel exits OS. Alone with Earl, Jacob asks:

                         JACOB
          Do I look OK?

                         EARL
          Very nice.
          Then, with one hand Earl slides back the door and with the
          other hand, violently grabs Jacob by the neck and throws him
          head first into the car.

          INT. AUGUST'S PRIVATE CAR - CONTINUOUS - NIGHT

          Jacob falls into Uncle August's opulent private car, with
          wood panelling, cushioned furniture and chandeliers.
          Sitting at a table playing cards are CECIL the Barker,
          DIAMOND JOE (menagerie and ring stock), MR. ERWIN (talent
          booker), CRAZY JOE (baggage stock) and, with his back to us
          in a high wing back chair, (UNCLE) AUGUST ROSENBLUTH.

                         

                         

                         

                         

          22.
          Earl shoves him against the wall, dangling him off the floor.
          As August speaks to Jacob, all we see is the back of his head
          and smoke from his cigar as he plays cards throughout...

                         AUGUST
          What's this?

                         EARL
          That stowaway the old drunk took
          under his wing. College boy.
          Jacob tries to explain but Earl bangs him against the wall.

                         AUGUST
          (to the game)
          I'll see your three and raise you
          five...

                         (TO JACOB)
          I don't believe I've had the
          pleasure.

                         JACOB
          Jacob Jankowski, sir.

                         AUGUST
          And what is a "Jacob Jankowski" and
          why he is on my train?

                         JACOB
          Just looking for work, sir.

          MR. ERWIN
          Can you fly? Set yourself on fire?

                         JACOB
          No sir.

                         AUGUST
          Ever worked a show, son?

                         JACOB
          No sir.

                         AUGUST
          Ever been to a show?

                         JACOB
          Yes sir...
          Jacob, sensing where this is going, gets August's attention;

                         

                         

                         

                         

          23.

                         JACOB (CONT'D)
          Ringling Brothers.
          August stops playing cards. The others react with sudden
          apprehension. Earl casually shakes his head to warn Jacob.
          August finally rises and turns to Camera: handsome,
          charismatic, fiercely intelligent...matinee idol looks that
          mask a darker nature.

                         AUGUST
          Ringling, you say?

                         JACOB
          Yes. But it was terrible.

                         AUGUST
          Really? Have you seen our show?

                         (JACOB NODS)
          What was your favorite act?
          Jacob sees a CIRCUS POSTER with Marlena and her Horses.

                         JACOB
          The uh...the one with the black and
          white horses. And the girl in pink.

                         AUGUST
          Ah, our Star Attraction. Well, I
          believe we're looking for a boy to
          carry water for the elephants,
          aren't we Diamond Joe?

                         DIAMOND JOE
          We don't have an eleph-

                         AUGUST
          Shut-up.

                         JACOB
          I would do that, sir. I'd like to
          work with the animals.
          August and the others chuckle. Jacob doesn't understand why.
          August crosses to Jacob, as he ridicules:

                         AUGUST
          And you'd carry water for
          elephants? Ha, ha...you have any
          idea how much water an elephant
          drinks, kid? College! Pfft! Never
          met a college man yet who knew his
          own ass from shinola.

                         (MORE)

                         

                         

                         

                         

          24.

                         AUGUST (CONT'D)

                         (MORE SINISTER)
          You eat my food and you ride my
          train like you're entitled to
          survive. But you see, nothing
          survives here without my
          permission...Maybe if you tell me
          you're nothing, I'll let you stay,
          although my bet is you won't last.
          Jacob refuses to let August demean him. He stays silent.

                         AUGUST (CONT'D)
          You smell like every kind of shit.
          Why would a college boy want that?

                         JACOB
          Times are hard for everybody...And
          I guess because ... out of all the
          dirt and sweat and shit and working
          with fellas you don't want to be
          caught dead meeting in the
          daylight, comes...so much beauty.
          We think August and the men are moved by Jacob's words.

                         AUGUST
          That's beautifully put.

                         (THEN:)
          Toss him off, Earl. And make sure
          you see the red light before you
          red light him.
          As Earl drags Jacob in tow, August derides him to the others;

                         AUGUST (CONT'D)
          Another sonny boy mad at mommy and
          daddy for paying the bills. Sounds
          like he studied poetry.

                         CRAZY JOE
          I got no use for people who rhyme.

                         JACOB
          (shouts as he is dragged)
          It was veterinary science! And I
          can tell you one thing - that Star
          Attraction horse of yours won't be
          walking in a few days let alone
          performing center ring!!
          August stops and turns.

                         AUGUST
          Earl wait!

                         

                         

                         

                         

          25.
          Earl stops with Jacob. Now all the men are intrigued...

                         AUGUST (CONT'D)
          Veterinary science?
          (Earl stops with Jacob)
          May I ask what school?

                         JACOB
          Cornell.

                         AUGUST

                         (IMPRESSED)
          You're a Cornell graduate?
          Jacob lies and nods...August wonders whether to trust Jacob.

                         DIAMOND JOE
          Marlena did want a vet to take a
          look at Silver Star. They cost.

                         CECIL
          He worked the rubes for me this
          afternoon. Pretty good.

                         CRAZY JOE
          He shovelled horse shit. Don't make
          him a horse doctor.
          August looks reluctant. Until Jacob caps it:

                         JACOB
          I hear Ringling has its own vet.
          The other men can't believe Jacob spoke up like this. But it
          amuses August, who faces him and smiles;

                         AUGUST
          All right, Cornell. Come with me.
          August leads Jacob out.

          EXT. PLATFORM - TRAIN EN ROUTE - CONTINUOUS - NIGHT

          August and Jacob exit onto the platform.

                         AUGUST
          Are you sure-footed, Jacob
          Jankowski?

                         JACOB
          I believe so.

                         

                         

                         

                         

          26.

                         AUGUST
          Good.
          Without missing a beat, August leans forward, catches hold of
          something around the side of the car and disappears.

                         JACOB

          JESUS CHRIST!
          The train jerks a curve. Jacob almost falls.

          AUGUST (O.S.)

          COME ON THEN!
          Jacob looks up to see:
          August is on the roof of the train: his face moonlit, his
          hair blowing wildly in the wind...He points downward.
          Jacob, none too pleased, advances to the edge of the platform
          as the train speeds by, and looks where August is pointing;
          He can see the edge of a thin iron ladder. He wipes his hands
          on his thighs. Focuses. Then leaps...
          Jacob's right hand meets the ladder. His left grasps wildly
          until it ensnares the other side. His feet jam into the
          rungs. Jacob climbs to the roof.

          EXT. ROOF OF TRAIN - TRAIN EN ROUTE - CONTINUOUS - NIGHT

          August gives Jacob a hand up and they sit cross legged.

          POV; THE LENGTH OF THE TRAIN AHEAD OF THEM STRETCHES LIKE A

          GIANT SNAKE MOVING IN THE NIGHT, BENDING ROUND A CURVE.

                         AUGUST
          It's a breath taking sight, isn't
          it? Always gets me.

                         (THEN:)
          I can't get a new Liberty Horse mid-
          season. So you make sure this horse
          performs and the job's yours. Nine
          bucks a week. If you cross me, I'll
          feed you to my meat eaters and
          there won't be a trace left of
          you...
          Jacob hangs on every word. August smiles;

                         (MORE)

                         

                         

                         

                         

          27.

                         AUGUST (CONT'D)
          You do right by me, Jacob
          Jankowski...I'll show you what it's
          like to travel every inch of this
          country, every inch of this world,
          and be welcomed home in every
          street, be loved in every
          town...I'll give you a life most
          suckers can't dream of.
          Jacob is mesmerized by August. August stands and tap dances
          across the roofs. Jacob has no choice but to follow...
          The two men dance and leap atop the train from car to car
          across the moving train...Jacob grows increasingly confident
          and euphoric following August's exultant lead.

          INT. RING STOCK CAR - TRAIN EN ROUTE - NIGHT

          August drops into the Ring Stock Car followed by Jacob. On
          one side is a line of Marlena's Black and White Show Horses.
          The other side, there is a makeshift door.
          August kicks through the door, revealing a small room;

          INT. KINKO'S ROOM - TRAIN EN ROUTE - CONTINUOUS - NIGHT

          This makeshift room is lit by a kerosene lamp on a crate next
          to a cot, propped up by a wall of trunks.
          A DWARF "KINKO" (WALTER) is reading on his cot. He has red
          hair. He and August greet each other with polite disgust...

                         AUGUST
          Kinko.

                         KINKO (WALTER)
          August.

                         AUGUST
          This is Jacob. He's going to bunk
          with you a while.

                         JACOB
          How do you do?

                         KINKO (WALTER)
          What is he?

                         AUGUST
          I said his name is Jacob.

                         

                         

                         

                         

          28.

                         KINKO (WALTER)
          I asked what, not who.

                         AUGUST
          He's going to help out in the
          menagerie.

                         KINKO (WALTER)
          A menagerie man? Performers don't
          bunk with working men.
          There's a growl from his loyal Russell terrier, QUEENIE.

                         AUGUST
          Well there are performers..
          (his hand indicates high

                         STANDARD)
          And then there are performers..
          (his hand indicates lower
          "Kinko" standard)
          Considering we used to keep the
          goats in here, I'm sure Marlena's
          horses out there object to now
          sharing their quarters with you. Of
          course I can always change that and
          send you back to a bottom bunk with
          the other kinkers who sorely miss
          your sunny personality and
          affectionate camaraderie.
          (Kinko knows this threat)
          This gentleman is the show's new
          veterinarian - Ivy League no less -
          which puts him a good deal higher
          than you in my estimation. Perhaps
          you'd like to offer him your cot.
          As the kerosene lamp light flickers in August's face, Kinko
          knows he has no choice. August smiles and turns to leave.

                         AUGUST (CONT'D)
          I'll find you in the morning. Sleep
          well, Cornell.
          August exits....Jacob is left staring at resentful Kinko and
          Queenie, who snarls at him. Jacob tries to be friendly:

                         JACOB
          A Jack Russell. They're very smart.

                         KINKO (WALTER)

                         (CALMLY)
          Queenie attack.

                         

                         

                         

                         

          29.
          Queenie jumps at Jacob, growling, hunch backed. Jacob is
          pressed against the wall. Kinko returns to his book.

          KINKO (WALTER) (CONT'D)
          You're not getting the cot.

          EXT. CIRCUS GROUNDS - LIBERTY, NY - DAWN.

          Jacob is washing himself with dirty water out of a bucket
          beside Camel. Camel starts hitting his leg. He laughs:

                         CAMEL
          Ha, this gam of mine keeps falling
          asleep on me. Pretty soon the only
          place for me is going to be selling
          tickets but I'm too ugly for that.

          AUGUST (O.S.)
          Jacob!
          Camel straightens up when August appears, clearly on his
          guard. He turns his back to continue washing.

                         AUGUST (CONT'D)
          We can do better than this for our
          new vet. I'll arrange for you to
          start getting your own water bucket
          like the performers and bosses. Two
          buckets per person. Come...
          August walks away as Jacob hurries to follow...

                         JACOB
          See ya Camel.

                         CAMEL
          (sips his Jake)
          Yeah, take care kid.

          INT PERFORMER'S TENT - LIBERTY, NY - CONTINUOUS - TWILIGHT
          August and Jacob enter a more upscale tent where male
          performers are washing from personal buckets of water.

                         AUGUST
          You'll need new clothes too. I'll
          set you up with the Monday Man.

                         JACOB
          Monday Man?

                         

                         

                         

                         

          30.

                         AUGUST
          What day of the week did your
          mother hang out the wash to dry?

                         JACOB

                         (REALIZING)
          He takes other people's clothes?

                         AUGUST
          It's the Depression, Cornell. Where
          have you been? Oh right - Cornell.
          Kinko is bathing with his two buckets when August snatches
          one of them away.

                         AUGUST (CONT'D)
          Here, use Kinko's second bucket for
          now.

                         (TO KINKO)
          You barely use up one.
          Kinko fumes. Jacob tries to placate.

                         JACOB
          August, it's all right, I'll--

                         AUGUST

                         (IGNORES HIM)
          If you need a razor, there are some
          back there with my name on them.
          August walks away. Jacob follows August away from Kinko.

                         JACOB
          August..
          When August stops, Jacob is caught off guard...

                         AUGUST

                         (SINCERE)
          It's good to have an educated man
          like you around. I need one other
          sane individual in this operation.

                         JACOB

                         (COMPLIMENTED)
          Thank you for everything, August.
          August pats his back and exits. Jacob heads for the bucket.

          AUGUST (O.S.)
          Ah...Jacob?

                         

                         

                         

                         

          31.

                         JACOB

                         (STOPS)
          Yes, August?

                         AUGUST
          The horse.
          August wants Jacob to follow him to the horse. Jacob thought
          he was going to bathe.

                         JACOB
          Oh! Yes...The horse.
          Jacob follows behind August's commanding stride.

          EXT. RING STOCK CAR - LIBERTY, NY - MORNING

          Diamond Joe and GREG, a ring stock man in overalls, are
          leading the Marlena's horses out of the ring stock car...

                         AUGUST
          I'm sure it's nothing serious.
          Don't tell my wife I said this but
          she coddles them too much. She has
          a particularly strong affection for
          Silver Star. I don't encourage it.
          It's unhealthy to love an animal
          that much...Here she is.
          Marlena runs up to them, still in her bed clothes/robe.

                         AUGUST (CONT'D)
          Darling, meet Jacob Jankowski,
          Benzini Brothers own veterinarian.

                         JACOB
          It's a pleasure to meet you.
          Marlena barely acknowledges Jacob - keeping their previous
          meeting a secret (for which Jacob is grateful). August puts
          his arm around her and they kiss.

                         AUGUST
          Last stall. Lead the way, doc.
          They enter the ring stock car...

                         

                         

                         

                         

          32.

          INT. RING STOCK CAR - CONTINUOUS - LIBERTY, NY - MORNING

          Jacob, Marlena and August arrive at the stall to see Silver
          Star is laying down. He is breathing heavily, his rib cage
          rising and falling. Jacob immediately senses the worst.

                         AUGUST
          Jesus, Marlena, he wasn't this bad
          in the show.
          Jacob moves to examine the horse, but he flinches in pain.
          Marlena takes over, by sitting besides Silver Star's head,
          and stroking his head while singing a soft lullaby.
          Jacob registers Marlena's soothing effect causes Silver Star
          to relax...his breathing grows calmer. So Jacob begins to
          examine him as Marlena watches protectively.
          Jacob runs his right hand down the leg to the fetlock. He
          lays his hand on the hoof then place his thumb and forefinger
          on the back of the fetlock. He looks at the sole of the hoof,
          which is bulging and dark with a red line around the edge.
          Jacob's expression tells us this is a bad sign.

                         AUGUST (CONT'D)
          Is that the problem?

                         (JACOB NODS)
          Do you need any hoof testers?
          Diamond Joe has them...

                         JACOB
          Not yet.

                         AUGUST
          Well, how are you going to fix it?
          Marlena looks at him coolly, expecting an explanation. Jacob
          doesn't want to tell her the truth.
          Jacob looks to August and rises, leaving Marlena with the
          horse. Jacob pulls August away to whisper.

                         JACOB
          I didn't want to say anything in
          front of... Mrs. Rosenbluth...he's
          already foundering.

                         AUGUST
          English.

                         

                         

                         

                         

          33.

                         JACOB
          This horse isn't getting back on
          his feet, August. If there was
          anything I could do, I would but
          we're going to have to put him
          down...I'm real sorry.
          Beat. August's stares at Jacob - or rather, stares through
          him. A dead stare that lasts just a beat or two too
          long...And then just as suddenly, the look is gone:

                         AUGUST
          I know you are. Come with me.
          August exits. Jacob doesn't know what this means. He follows.

          EXT. COOKHOUSE TENT - LIBERTY, NY - TWILIGHT

          TWO BUCKETS FILLED WITH PUTRID MEAT. Flies buzzing on top.
          Diamond Joe finishes filling the buckets as August grabs one.

                         AUGUST
          Joe, bad report for Silver Star I'm
          afraid. Jacob here says there's no
          hope. We're going to have to put
          him down...
          Diamond Joe registers a concerned, anxious look to Jacob.

                         AUGUST (CONT'D)
          ...So I need you to round up Pete
          and Greg, get a wagon and a harness
          stretcher. He has to be hauled.

                         DIAMOND JOE
          A harness what?

                         AUGUST
          Jacob and I'll take care of the
          cats. We'll meet you back at the
          stall.

                         (TO JACOB)
          Grab the other bucket, will you?
          Diamond Joe seems uneasy about this as we follow August and
          Jacob, who comments on the putrid meat.

                         JACOB
          August, this stuff has gone off. Do
          the cats really eat this?

                         

                         

                         

                         

          34.

                         AUGUST
          No, they really love goats.
          (Jacob looks to him)
          We're all out of goats.

          EXT. CAT CAR - MOMENTS LATER - LIBERTY, NY - TWILIGHT

          Jacob waits with the buckets outside the car. August is
          inside unlocking the padlocks, then reappears and jumps out.

                         AUGUST
          Go ahead. They get a bucket each.
          Apprehensive, Jacob hops up. August hands him the buckets.

          INT. CAT CAR - CONTINUOUS - TWILIGHT

          The cat dens have two compartments: to the left is a pair of
          lions. To the right, a tiger and a panther. All are massive.
          As soon as Jacob appears, they lift their heads ominously.
          August has unlocked the dens but left the padlock hanging on
          the cage bars. The animals can smell the buckets now. They
          growl. Jacob is a bit unhinged:

                         JACOB
          What do I do, just open the door
          and toss it in?

                         AUGUST
          Unless you think a formal sit-down
          is appropriate.
          Jacob approaches the tiger first. The six hundred pound cat
          rises then roars, his massive head hitting the cage and
          rattling the lose padlock. Jacob freezes.

                         AUGUST (CONT'D)
          Why don't you start with Rex...
          that's him on the left.
          August is pointing to one of the lions - with a ratty mane
          and visible rib cage. Smaller than the tiger, Jacob has a bit
          more nerve. He reaches for a bucket...August suddenly shouts,
          unnerving Jacob even more:

                         AUGUST (CONT'D)

          WAIT!

                         (JACOB JUMPS)
          Not that one, that one.

                         

                         

                         

                         

          35.
          He points to a difference bucket. Jacob can see no difference
          between them, but no matter. He lifts the bucket and
          approaches the lion's cage. Rex, the lion, lunges at the den
          door. Jacob freezes.

                         AUGUST (CONT'D)
          What's the matter? Didn't they
          cover this in school?
          August is having a grand time. Jacob smirks. Rex is rubbing
          his mangy coat against the cage bars.
          Jacob fumbles, removing the padlock and laying it at his
          feet. He lifts the bucket and waits. When Rex turns away from
          the cage door, Jacob swings it open. But before he can spill
          out the contents of the bucket:
          Rex turns and chomps his huge jaw down on Jacob's arm. JACOB
          SCREAMS. The bucket drops, spilling the entrails inside which
          cause Rex to release Jacob's arm and attack the food.
          Jacob slams the cage shut and checks to see if he has an arm.
          He does but it is dripping with saliva and as red as if he'd
          dipped it in boiling water. But no skin is broken.
          August is hysterically laughing. Furious, Jacob storms off;

                         JACOB
          What the hell is wrong with you?
          You think that's funny?

                         AUGUST

                         (LAUGHING)
          Yes I do! Aw Jacob wait! Don't be
          sore! I was having a little fun!

                         JACOB
          FUN! I could have lost my arm!

                         AUGUST

                         (LAUGHS)
          Rex hasn't got any teeth...
          Jacob feels more foolish and walks away, when, just as
          quickly, August's tone of voice turns darker:

          AUGUST (O.S.) (CONT'D)
          Jacob..
          Jacob stops and turns. August isn't laughing any more. He has
          that sniper's stare of August's darker side...August moves
          towards Jacob, almost menacingly, as he speaks;

                         

                         

                         

                         

          36.

                         AUGUST (CONT'D)
          ..people want their money back when
          the Star Act on the poster isn't in
          the ring! A Star Attraction keeps a
          circus alive. Without it, animals
          eat that and men eat nothing. It
          takes time to find and train
          another horse so without Silver
          Star, I have no Star Act.

                         JACOB
          I don't know how he's been
          performing August, but you don't
          have a Star Act now. That horse
          can't walk and if he does you'll
          lose him. He's in a lot of pain.

                         AUGUST
          Like this?
          August squeezes Jacob's sore arm from Rex's attack. Jacob
          cries out in pain as August holds his grip yet speaks calmly;

                         AUGUST (CONT'D)
          We always have choices, Jacob - a
          choice between our pain and someone
          else's. That horse was performing
          before you came and he will
          continue to perform until he drops
          dead. I'm telling you to keep it
          alive and that's what you'll do or
          you'll be red lit like anyone else
          who doesn't obey the law here.
          Every nation has it's own laws
          under God, Jacob. You left America
          the second you jumped my train. I
          like you. Believe me, I do. I'm
          only thinking of your future.
          August lets go of his arm and walks away. Jacob is angry.

          INT. RING STOCK CAR - CONTINUOUS - TWILIGHT

          Angry, Jacob inspects his arm - swollen and red from Rex's
          mouth. He hears: O.S. murmuring coming from Silver Star's
          stall. He approaches to find Marlena sitting at Silver Star's
          head, stroking his nose and humming the lullaby.
          Marlena strokes Silver Star as Jacob appears. And Marlena
          speaks to him for the first time;

                         

                         

                         

                         

          37.

                         MARLENA
          Tell me the truth. What's wrong
          with him?
          Jacob hesitates before answering, then:

                         JACOB
          The connective tissues between the
          hoof and the coffin bone are
          compromised and the coffin bone
          rotates toward the sole of the
          hoof. If he keeps walking, it'll
          puncture through...He's in a lot of
          pain.

                         MARLENA
          And if he rests?

                         JACOB
          You'll lose him anyway. I'm sorry.
          Marlena breaths in this bad news and braces herself, tears
          welling up in her eyes.

                         MARLENA
          Then you have to put him down.
          Jacob is impressed by her...and a little surprised.

                         JACOB
          It's the right thing to do.

                         MARLENA
          But August won't let you.

                         JACOB
          (Beat. Then:)
          If I'm the show's vet then it's my
          decision, isn't it?

                         MARLENA
          But August won't like it.

                         JACOB
          Then it'll be my last decision.
          Marlena is impressed by Jacob. And surprised. She doesn't
          quite know what to make of him.

                         

                         

                         

                         

          38.

          EXT. STOCK CAR - LIBERTY, NY - MOMENTS LATER - TWILIGHT

          A determined, pent-up Jacob marches towards Bill and Grady
          who are taking a break, smoking. Camel is drinking Jake...

                         CAMEL
          Hey kid. What are you doing on the
          wrong side of the tracks?

                         JACOB
          I need a gun.

                         CAMEL
          It can't be that bad...
          They laugh but Jacob insists boldly.

                         JACOB
          I need a gun! Or a rifle! Now!
          Grady leans inside the open car door and gets him a rifle.
          Jacob takes it and marches back. They watch him, curiously.
          Jacob passes Blackie on the way and boldly ignores his
          intimidating stance....Performers and workmen sense a drama
          brewing and follow Jacob to see what is happening.

          INT. RING STOCK CAR - CONTINUOUS - TWILIGHT

          Jacob jumps into the Ring Stock car with the rifle as Kinko
          exits his room with Queenie. Queenie growls.

                         KINKO
          What do you think you're doing?

                         JACOB
          Shut-up! Both of you!
          Jacob continues on to Silver Star and Marlena.

                         JACOB (CONT'D)
          You should go.

                         MARLENA
          No. I'll keep him calm.
          Jacob respects Marlena's fortitude...Jacob raises the rifle
          and aims, trembling...Stoic Marlena, tears in her eyes, turns
          her face away...Jacob pauses, upset...then...shoots.

                         

                         

                         

                         

          39.
          Jacob's distraught expression tells us everything as the
          rifle slides to his side. He looks to Marlena. This is their
          first moment of intimacy. She rises and takes the rifle from
          his grip. She sees his arm bruised from the cats. She seems
          to know what it means. She offers a respectful farewell.

                         MARLENA (CONT'D)
          I'll be sorry to see you go, Mr.
          Jankowski.
          She exits O.S. with the rifle.

          INT. MENAGERIE TENT - LIBERTY, NY - LATER - EVENING.

          The yaks are motionless. Flies buzz around their head and
          ears. Jacob swats them away...The Polar Bear is on his
          stomach, breathing heavily. Jacob smooths his coat....Jacob
          leans down and hoists a bucket of ice, scattering the ice
          near the polar bear who rolls closer to it.
          Jacob sees Rex, lying on his side in his cage, panting with
          thirst. He brings a bucket of water to Rex's cage and opens
          it. Rex gets to his feet but this time Jacob doesn't flinch.
          He isn't frightened. He gives Rex the bucket of water. Rex
          drinks as Jacob strokes his mane, which Rex allows...

                         JACOB
          Friends now?
          August calmly enters the menagerie with the rifle. He walks
          to the center and stops, staring at Jacob.
          Jacob goes about caring for the animals - moving from one to
          the next - trying not to be unnerved by August's presence.
          Then August does a surprising thing: He sits in the center of
          the menagerie, crossed legged, with the rifle beside him.

                         AUGUST
          You've got a gift for them. Like
          Marlena with horses. It's God-
          given. I can always spot it.
          Jacob takes Bobo out of his den. Bobo hugs him tightly. He
          continues on as he replies;

                         JACOB
          My father used to say that to me.

                         AUGUST
          He must have been a wise man.

                         

                         

                         

                         

          40.
          This stops Jacob. Beat. He turns to August.

                         JACOB
          How is Marlena?
          August tilts his head curiously, with a smile.

                         AUGUST
          You're a genuine curiosity Jacob
          Jankowski. What am I to do with
          you? ... I threaten to throw you
          off a moving train, feed you to my
          lions and you go ahead and shoot my
          star horse anyway. So I think -
          Jacob's an educated man. For Jacob
          to disobey me and shoot that horse,
          that horse must have been in pretty
          bad shape. Perhaps bad enough to
          injure my Marlena during the show.
          And so I think Jacob Jankowski
          might be a valuable person to have
          around.

                         JACOB
          Tell Diamond Joe the animals need
          more water when the humidity's this
          bad if I don't see him before I go.

                         AUGUST
          You're not going anywhere. You
          belong here. These animals..they've
          been waiting for you.
          Jacob doesn't know whether to believe him or not. Then:

                         AUGUST (CONT'D)
          But don't ever disobey me like that
          again. I'll give you this one. I'll
          call it "respect"...Next one I call
          "betrayal". Understood?

                         (JACOB NODS)
          I do thank you though. You and
          Silver Star solved a much bigger
          problem for me.
          August pulls a pack of Camels from his pocket.

                         JACOB
          What problem?
          August lights, inhales, blows smoke then:

                         

                         

                         

                         

          41.

                         AUGUST
          The cats. You see, meat eaters are
          always more valuable to a circus
          than hay burners. And you saw what
          we had to feed them.

                         JACOB
          What does Silver Star have to do
          with the cats?

                         AUGUST
          We should have just enough food for
          them to get us to the next show,
          thanks to you. Of course Marlena
          won't speak to me for a day or two
          but she'll come around...So, I was
          right. You are a valuable man.
          As he walks away, rifle over his arm, Jacob is unnerved;

                         JACOB
          August, what did you do? August?

          INT. KINKO'S ROOM - EN ROUTE TO GOSHEN - MORNING

          Queenie sleeps. Kinko reads comic book porn inside a book of
          Aristotle's Poetics. Jacob sits on his bed thinking.

          JACOB (V.O.)
          I couldn't stop thinking about
          Marlena. I didn't see her for three
          days. Our shows were cancelled and
          we kept moving because, word was,
          August found a "dead one"...
          The train wheels screech as it begins to stop. Jacob rises
          and looks out of open train car doors..

          EXT. FOX BROS CIRCUS GROUNDS - GOSHEN, NY - MORNING

          The train is pulling into the site of a "ghost town"
          abandoned circus; a dilapidated Big Top, broken wagons and
          tents, desolate performers walking about idly or sitting in
          the shade.

          INT/EXT. RING STOCK CAR - GOSHEN, NY - MORNING

          As the train pulls into Goshen, performers stick their heads
          out the window to see....Jacob sits in the open stock car
          with Kinko and Queenie:

                         

                         

                         

                         

          42.

                         JACOB
          Why are we stopping?

                         KINKO
          August loves his sideshow freaks.
          There's a guy with this outfit who
          has a parasitic twin growing out of
          his chest. He dresses it in a tiny
          tuxedo and black patent leather
          shoes. No talent but a real money-
          maker with the rubes. Calls himself
          the Man and a Half. Goddamn
          August'll pay him double what he
          pays me just for the irony.

                         JACOB
          What happened to this circus?

                         KINKO
          Went belly up. Pretty common
          nowadays. Circus bosses see the end
          coming and they'd pull a runner
          with all the money. Menagerie
          belongs to the town now. August can
          get anything he wants for a song.
          Jacob and Kinko watch August striding through the grounds as
          desperate performers hopeful for work rush up to him.

                         KINKO (CONT'D)
          Most of them will never belong to
          another show. And they know it.
          August is helped by Earl, who pushes the performers aside so
          August can head straight for the Goshen TOWN OFFICIALS,
          standing beside an Oldsmobile. They exchange greetings.

          EXT. FOX BROS CIRCUS GROUNDS - GOSHEN, NY - LATE MORNING

          Crazy Joe is organizing the Flying Squadron to take whatever
          parts of the Fox Circus remains that they can use.
          Jacob is checking baggage stock horses when he sees:
          Marlena sitting alone outside her stateroom. He walks to her.
          Just as he reaches her, Marlena turns to him, looking as if
          she hadn't slept in days. Before they can speak, they hear:

                         EARL

          MARLENA! JACOB! AUGUST WANTS YOU!

                         

                         

                         

                         

          43.

          EXT. FOX BROS CIRCUS GROUNDS - GOSHEN NY - NIGHT


          A CHAMPAGNE BOTTLE IS POPPED OPEN...
          A deliriously happy August is walking and holding the
          champagne, pouring glasses held by Earl who then hands one
          each to Marlena, Jacob, Diamond Joe and Crazy Joe as they all
          walk towards the Fox Bros. Menagerie Tent.

                         AUGUST
          We have a new star!

                         DIAMOND JOE
          The Man and a Half?

                         AUGUST
          Nah, lousy Ringling got here first.
          But we got better! A bull!

                         JACOB
          A bull?

                         AUGUST
          A bull elephant! Her name is Rosie,
          she's fifty-three and she's
          brilliant. The best bull they had.
          I'm going to come up with a whole
          new Star Act around her and
          Marlena..

                         (TO MARLENA)
          You can ride her in the Spec from
          now on, since we have no Liberty
          Horse.
          August smiles at Marlena who looks back contemptuously, upset
          about Silver Star. August ignores her. Jacob notices the
          exchange between them.

                         AUGUST (CONT'D)
          (Pours himself a glass.)
          ...Our own bull! Ringling can't
          hold that over us now. I'm
          renovating an entire car just for
          her.

                         CRAZY JOE
          Just for the elephant! But the
          bunkers are at capacity! I've got
          roustabouts three to a bunk.
          August tosses off this concern.

                         

                         

                         

                         

          44.

                         AUGUST
          We'll find places for everyone. And
          when our new star sells tickets,
          we'll buy another car! We're a show
          to be reckoned with now!

                         (TOASTS)

          ...TO THE BENZINI BROTHERS MOST

          SPECTACULAR SHOW ON EARTH!

          INT. FOX BROS. MENAGERIE TENT - GOSHEN NY - NIGHT

          CAMERA POV: Dozens of Benzini Brothers work men are
          dismantling and taking what they need...As our characters
          walk through, this crowd of working men in constant motion
          part the way to reveal:
          ROSIE THE ELEPHANT: She is gargantuan. Ten feet tall at the
          shoulder. Her skin is mottled and cracked from the tip of her
          trunk down to her feet. Only her ears are smooth. She has
          deeply set, amber eyes with extremely long lashes. She stands
          tall behind a rope, chained to a stake in the ground.
          Jacob, Marlena, August, Diamond Joe and Greg observe her.

                         JACOB
          She has such long eye lashes.

                         DIAMOND JOE
          She's a hundred if she's a day.
          We're lucky if she can move.

                         AUGUST
          Darling, what do you think? She's
          magnificent, isn't she?
          Marlena keeps her rage silent, but it is all the more potent.
          August decides to ignore it. Jacob keeps his eyes on Rosie
          but feels the tension between them.
          ROSIE'S CARETAKER approaches: filthy shirt behind suspenders.

          ROSIE'S CARETAKER
          You the bull man?

                         AUGUST
          No.
          (Refers to Diamond Joe)
          This is my menagerie man.

                         

                         

                         

                         

          45.

          ROSIE'S CARETAKER
          Where's your bull man? Ya got no
          bull man, I gotta tell the township
          or else they can't sell her to ya.
          August grabs Jacob's arm and shoves him forward;

                         AUGUST
          Here he is. He's my bull man..
          Rosie's Caretaker looks at the surprised Jacob, then:

          ROSIE'S CARETAKER
          All right. See this animal...this
          here's the stupidest Goddamn animal
          on the face of God's good
          earth....Here's your bull hook.
          You're gonna need it.
          He tosses A BULL HOOK - a wooden rod about three feet long
          with a four inch metal pick coming off the end - to Jacob.

                         AUGUST
          I don't believe it. The mayor said
          she was the best bull you had.

          ROSIE'S CARETAKER
          If she was the best bull, why is
          she the only one left? You think
          you're the first show to turn up
          picking on the bones?
          August is annoyed. As the Caretaker gathers his things:

          ROSIE'S CARETAKER (CONT'D)
          Some elephant tramp who dropped
          dead in Genesee sold her for a song
          which still ain't no bargain cause
          she ain't done a damn thing since
          but eat everything in sight.
          (Starts to walk away)
          Well, good luck to ya. And if I
          don't ever see another dumb bull in
          my life it'll be too soon.

                         (SPITS)
          Rosie pulls her trunk from the trough. She lifts, aims, and
          blasts the Caretaker with such a force, his hat sails off his
          head in a stream of water.
          Jacob, August, Diamond Joe and Greg bite their lips from
          laughing. Marlena just stares into Rosie's eyes.

                         

                         

                         

                         

          46.
          The Caretaker stops, his hair and clothes dripping. He
          doesn't turn, just stands still for a moment - then moves on.
          August's enthusiasm is slightly dampened.

                         AUGUST
          Joe, you and Greg come with me. We
          have to find a car to renovate.

                         (TO JACOB)
          See what you can do with her.
          They exit. Jacob and Marlena are left alone with Rosie as
          Flying Squadron men continue to work in the tent. There is an
          awkward pause between them...then:

                         JACOB
          Mrs. Rosenbluth, I hope I'm not
          speaking out of turn here but - but
          I had no idea they were going to do
          that to Silver Star.

                         MARLENA
          I know....Thank you.
          This relaxes Jacob, but he senses she is still sad.

                         MARLENA (CONT'D)
          And please, call me Marlena. I'm
          not a snob like everybody thinks.
          Jacob smiles. He faces Rosie and tries to cheer Marlena up.

                         JACOB
          Hello Rosie, I'm Jacob Jankowski.
          This is Mrs. Marlena Rosenbluth.
          Can you say Mrs. Marlena
          Rosenbluth?
          Marlena smiles as she watches Jacob stroke Rosie's hide.

                         JACOB (CONT'D)
          You're a beauty, huh. Skin's a
          little dry, you oughta take care of
          that. First thing you notice about
          a woman's age is her skin.
          Rosie lifts her trunk and begins to explore Jacob's body.
          Marlena giggles. Jacob plays it up to make her laugh.

                         JACOB (CONT'D)
          Are you flirting with me young
          lady? I usually like to make the
          first move...

                         (MORE)

                         

                         

                         

                         

          47.

                         JACOB (CONT'D)
          (Her trunk taps his head)
          I like to get to know a girl
          first...take her out. Meet her
          folks...
          (Her trunk goes lower)
          Of course, aggressive women can be
          a nice change...
          (She tickles him)
          Jacob and Marlena laugh, her mood lightened because of Jacob.

                         MARLENA
          I think you two are engaged.
          They laugh. Jacob is thrilled to have this effect on Marlena.
          A HARMONICA PLAYS A TUNE in the distance. They turn towards
          the sound and see that the two of them are alone in the tent.
          All the workmen have left.
          Jacob and Marlena turn back to Rosie who stands between them.
          There is a awkward, lovely moment of intimacy between the
          three as Marlena strokes Rosie's trunk. Her hand and Jacob's
          come very close to overlapping. When their eyes meet, one of
          them quickly averts their glance...There is clearly a growing
          attraction between them. But it's uncomfortable.

                         MARLENA (CONT'D)
          I think Rosie likes music. That
          harmonica song is lovely.

                         JACOB
          I'm confessin that I love you.
          Marlena stops, her face flushed by Jacob's "confession".

                         MARLENA
          What?

                         JACOB
          The name of the song. "I'm
          Confessin' That I Love You."

                         MARLENA
          (overlaps, realizing)
          --"Confessin' that I love you."
          Beat. Jacob tries not to laugh. They return to stroking
          Rosie, trying not to look at each other.

                         JACOB MARLENA
          Louis Armstrong. Right.

                         

                         

                         

                         

          48.

          INT. KINKO'S ROOM - GOSHEN, NY - LATE AFTERNOON.

          Jacob enters. Kinko is on his bed reading his "Aristotle" but
          quickly shuts the book. Queenie growls at Jacob.

                         KINKO
          Queenie stop.
          Queenie stops. Kinko returns to his book. Jacob sees a NEW
          BED ROLL AND PILLOW, upon which sits a LETTER. He reads it:

          "MR. & MRS. AUGUST ROSENBLUTH REQUEST THE PLEASURE OF YOUR

          COMPANY IN STATEROOM 3, CAR 48, FOR COCKTAILS AND SUPPER.
          Jacob looks up to find Kinko staring at him.

                         JACOB
          What is it?

                         KINKO
          It's trouble, that's what. Not that
          I give a damn, but you're playing
          with dynamite with those two and
          you're gonna blow all of us up.
          August is the meanest sonofabitch
          I've ever met.

                         JACOB
          I admit he has his moments of
          insanity but he's really a very
          generous, charming guy.

                         KINKO
          You don't get it, do you? When
          August feeds your arm to a lion -
          that's the real August. The one
          who's generous and charming -
          that's the insane August.
          They hear a fight outside the car. They move to investigate:

          INT/EXT. RING STOCK CAR - CONTINUOUS - LATE AFTERNOON.

          Jacob and Kinko look out of the open ring stock car to see:
          August is standing before A MAN who is being held by
          Blackie's Men and punched by Blackie himself. The Man is
          bleeding and bruised. Various other performers and working
          men also watch the brutality;

                         

                         

                         

                         

          49.

                         KINKO
          Six men got red lit last night.
          Cancelling shows and that damn
          elephant cost August. He needed to
          clean house to save on payroll...
          It's a lousy day when an animal
          gets paid and men don't.

                         JACOB
          Why are they beating him?

                         KINKO
          He hid one of the men who was
          supposed to be tossed. Word was the
          train was over a trestle instead of
          land. Nobody comes back from that.

                         THEY HEAR:

                         AUGUST
          Get rid of him. He comes back on my
          property, you can shoot him.
          August walks away, with Earl and his men in tow. Blackie and
          his men drag the beaten Man away. As they turn, Jacob
          recognizes the Man;
          It is WADE who worked Jacob on his first day.

          INT. MARLENA AND AUGUST STATEROOM - GOSHEN, NY - NIGHT

          August, wearing a tuxedo, opens the door on the platform.

                         AUGUST
          JACOB! Come in, come in!
          Jacob enters their Stateroom which takes up half the car,
          with an additional room, cordoned off by a velvet curtain.
          The main room is paneled in walnut and outfitted with damask
          furniture, a dinette and a Pullman kitchen.

                         AUGUST (CONT'D)
          Darling, our guest has arrived.
          Jacob's eyes go wide upon seeing Marlena who appears looking
          radiant in a rose silk, off the shoulder evening dress.

                         MARLENA
          I'm so glad you could come. Would
          you like a beer? Or champagne?

                         

                         

                         

                         

          50.

                         JACOB
          I'm not dressed for champagne.

                         AUGUST
          We can fix that, can't we darling?
          August winks at Marlena who giggles at their secret as August
          ushers Jacob to the velvet curtain...

                         AUGUST (CONT'D)
          We're celebrating our new star,
          Rosie. My plan is to have the act
          ready for the Manhattan/Jersey show
          so she can start selling tickets.

                         (BEAT)
          Unfortunately we had to let some
          men go last night...
          Jacob listens to how August will explain this:

                         AUGUST (CONT'D)
          ...I don't like doing it, not one
          bit. But to keep hard working men
          working, I had to get rid of lay-
          abouts and thieves who are dead
          weight. If I had the funds to pay
          them all I would, but times being
          as they are...I regret it though.
          Jacob believes him. August turns to him, with cheer:

                         AUGUST (CONT'D)
          So tomorrow, my faithful bull man,
          we begin! But tonight - we dine!!
          Tonight, we all deserve champagne!
          August whisks the velvet curtain aside:

                         AUGUST (CONT'D)
          Ta-dah!
          A tuxedo for Jacob, who smiles, impressed.

          MONTAGE: A PERIOD SONG COVERS THE IMAGES TAKING US OVER THE

          COURSE OF THE EVENING ALONG WITH JACOB'S NARRATION:
          - Three white-gloved waiters remove the domes off of silver
          platters revealing oyster bisque, prime rib, boiled potatoes,
          asparagus in cream.
          - Marlena's dress barely covers her shoulders, exposing her
          porcelain skin and the curves of her breasts. Jacob can
          barely keep his eyes off of her during dinner...

                         

                         

                         

                         

          51.
          - Jacob is wiping his plate clean as August proudly offers
          more. Marlena laughs at Jacob's embarrassment when he
          realizes his plate is clean...
          - Wine is poured over and over...as the evening continues.
          - August is at the center of conversation entertaining
          Marlena and Jacob. They are drunk from the wine!

                         AUGUST (CONT'D)
          Jacob, I want to apologize to you,
          in front of my darling Marlena so
          she can witness how truly sorry I
          am for any bit of nastiness between
          us...Running this show, the many
          pressures...It can get the best of
          me sometimes I'm afraid.

                         MARLENA
          People don't realize how much
          August does holding everything
          together. How difficult it is in
          these times. The whole company is
          like a family to him.

                         AUGUST
          Thank you my love.
          He kisses her hand then turns to Jacob;

          AUGUST (CONT'D)
          From now on I shall trust your
          judgement in all things
          veterinarian. Please say you accept
          my apology.
          Jacob is enamoured with August again, especially seeing
          Marlena smiling in agreement.

                         JACOB
          Of course I do, August. You've been
          nothing but swell to me.

                         AUGUST
          Good man!

                         (SINCERE)
          I could truly use a friend I can
          trust.
          Jacob once again beams at the compliment as August pours more
          wine. But Jacob feels a twinge of guilt. He stands to make a
          dramatic statement. August and Marlena look up to him.

                         

                         

                         

                         

          52.

                         JACOB
          I have to tell you something. You
          may not trust me after you hear it.
          August and Marlena pause - giving Jacob their attention.

                         JACOB (CONT'D)
          I never took my final exams at
          Cornell. I'm not a real vet.
          Beat. Then August and Marlena burst into laughter at the dire
          earnestness with which Jacob made his statement.

                         JACOB (CONT'D)
          But it's true. I never got my
          degree. I'm not a licensed vet.
          They laugh even harder.

                         AUGUST
          BAH! A worthless piece of paper
          from the ivy bush league! Of course
          you're a vet. You have the gift.
          You're idealism is just so...sweet.
          When are you going to learn that
          the rules written of, by and for
          these united states of suckers do
          not apply to us.

                         JACOB
          Not about this, August.

                         AUGUST
          All right, let me ask you - do you
          honestly think this is the most
          spectacular show on earth?

                         JACOB
          (Beat. Then laughs)
          No.

                         AUGUST
          No. It's nowhere near. Lucinda, our
          Fat Lady, isn't 800 pounds. Four at
          the tops. And you really think the
          Tattooed Man got tattooed by
          headhunters in Borneo? He's from
          Pittsburgh. Took him nine years to
          ink himself. And you know what I
          did when the hippo died? Swapped
          out her water for formaldehyde and
          kept showing her. For two weeks, we
          travelled with a pickled hippo..

                         (MORE)

                         

                         

                         

                         

          53.

                         AUGUST (CONT'D)
          (Jacob & Marlena laugh)
          ..The world is run on tricks - in
          here and out there. So trust me,
          it's having a talent that counts.
          In this world, it's all that's
          real. Look at this country, these
          dead, God awful towns we play.
          Talent and illusion bringing life
          to what is dead...Even for just a
          matinee. How wonderful is that?
          Jacob believes he's right. Marlena smiles in agreement.
          August rises to toast. Jacob and Marlena follow.

                         AUGUST (CONT'D)
          To talent and illusion!

                         JACOB
          To Rosie!

                         MARLENA
          And Silver Star.
          August takes a beat and smiles warmly at Marlena...

                         AUGUST
          To all we love.
          He leans over and kisses Marlena longer than appropriate in
          front of a guest. Jacob downs his wine, closing his eyes.
          Suddenly, August grabs Jacob and Marlena and pulls them up to
          dance, throwing his arm around them both as we hear: Louis
          Armstrong's DREAM A LITTLE DREAM OF ME.
          August starts singing along, imitating Satchmo's voice,
          encouraging Jacob to join in...August is a great performer,
          filling up the space with his impersonation. Jacob can only
          laugh along.

                         AUGUST (CONT'D)
          Come on Jacob! It's customary to
          sing for your supper!
          Jacob joins in to perform with August. Marlena applauds them.
          August breaks away to dance with Marlena as Jacob sings. They
          begin to slow dance, very intimately.
          Jacob gives up singing and plops himself on an upholstered
          chair, drinking more champagne. Jacob watches them dance:

                         

                         

                         

                         

          54.

          JACOB (V.O.)
          He looked like a different man when
          he looked at her. I said to myself,
          maybe love does that to a man. I
          didn't know much about it.
          Suddenly, August kisses Marlena - a bit too aggressively.

                         MARLENA
          Darling. Darling, please..

                         (GIGGLES)
          Gently. We have a guest.
          August stares at her. His expression darkens - locking his
          eyes on Marlena and tilting his head as if he is examining
          her. Marlena smiles and strokes his face. August doesn't
          respond. He remains intense...

                         MARLENA (CONT'D)
          Darling, what is it?
          August takes her face by the chin and tilts it with complete
          control, as if searching for proof of something he can't
          trust. His grip tightens, hurting her.
          Alerted, Jacob sits up, prepared to intervene...But Marlena
          shows no sign of fear. She knows exactly what to do.

                         MARLENA (CONT'D)
          August, dear...
          She manages to moves his hand to her mouth and kisses it.

                         MARLENA (CONT'D)
          You don't know your own strength,
          my love.
          And then, just as quickly, August's expression softens,
          relaxes, almost into sadness...as if he's about to
          cry....Marlena senses it immediately. She whispers lovingly.

                         MARLENA (CONT'D)
          Auggie?
          August stops and eyes the bed beyond them. He leaves Marlena
          and throws himself face first on the bed.

                         MARLENA (CONT'D)
          Excuse me, Jacob.
          Jacob watches as Marlena attends to August, lifting his legs
          onto the bed, taking off his shoes. August begins snoring.

                         

                         

                         

                         

          55.
          Marlena smooths the hair out of his face then closes the
          curtains and returns to Jacob in the main room.

                         JACOB
          Is everything all right?
          Marlena puts a finger to lip and keeps it there, as she
          returns to her Victrola and selects another record. She
          cranks it on and plays it low. A RUTH ETTING SONG.

                         MARLENA
          Oh yes. He's just had too much to
          drink, that's all. I hope you had a
          good time tonight. I wanted so much
          to make things up to you.

                         JACOB
          Tonight was your idea?

                         MARLENA
          Oh Auggie wanted it too, he felt
          horrible about what happened. He
          really does like you Jacob. But
          it's hard for him. He's under a lot
          of pressure. He does more than
          people realize holding things
          together.

                         JACOB
          You said that.

                         MARLENA
          Well it's true...
          (Opens her arms to him.)
          One dance before you go?
          Jacob cautiously approaches. Marlena takes his hands but when
          Jacob presses closely against her and places his hand against
          her bare back, he almost swoons. They slow dance. Both tipsy.

                         MARLENA (CONT'D)
          Jankowski is Polish isn't it?

                         JACOB

                         (NODS)
          Is that all right?

                         MARLENA

                         (LAUGHS)
          Yes, of course, sorry...I just
          think it's interesting. I don't
          know what I am, besides August's
          wife....I grew up in foster homes
          since I was a baby.

                         (MORE)

                         

                         

                         

                         

          56.

                         MARLENA (CONT'D)
          Kentucky, Oklahoma, Kansas,
          Texas...I must have covered a dozen
          states by the time I was 17. I'd
          make up stories about who my
          parents were...

                         (LAUGHS)
          When I was five, I pretended for a
          whole year my mother was an
          Appaloosa mare...
          They both laugh.

                         MARLENA (CONT'D)
          I did! ... and I pretended that I
          was really an Appaloosa filly...and
          that I was just dreaming I was a
          girl and one day, I'd wake up...and
          I'd run home.

                         (LAUGHS)
          Anyway, I was a lot safer inside
          those stables than I ever was
          inside those homes...
          Marlena stops, not wanting to continue. Jacob finds a new
          route for her conversation.

                         JACOB
          What happened at 17?

                         MARLENA
          There was a parade for the circus.
          At the head, there were six black
          Fresians, 17 hands high wearing red
          tassles. So proud! So beautiful.
          And August was leading them. The
          second he looked at me, the way he
          looked at me, I knew I'd never live
          with strangers again. And the way
          he talked. Told me "I'd find a home
          in every city..welcomed in every
          town...and he'd give me--

                         JACOB/MARLENA
          -- a life most suckers can't dream
          of"!

                         MARLENA

                         (LAUGHS)
          Ha, you too, huh?

                         (JACOB NODS)
          It's a wonderful lie, isn't it?

                         (JACOB NODS)

                         (MORE)

                         

                         

                         

                         

          57.

                         MARLENA (CONT'D)
          But he said he'd make me a Star
          Attraction and he did. I'm pretty
          lucky he found me.
          Jacob, lost in her eyes and her voice, blurts out:

                         JACOB
          He was pretty lucky to find you.
          Marlena is surprised by the compliment...and endeared.

                         MARLENA
          You're sweet to say so.
          Beat. Feeling exposed, Jacob searches to change the subject:

                         JACOB
          Pretty song.

                         MARLENA
          Don't tell him what happened...
          Jacob takes this as an intimate moment between them.

                         JACOB
          Oh no Marlena, I won't ever tell.
          Marlena smiles, laughs, using Jacob's joke back on him;

                         MARLENA
          That's the name of the song. "Don't
          Tell Him What Happened To Me". Ruth
          Etting. She's one of my favorites.
          Jacob's head starts spinning. Marlena takes care of him;

                         MARLENA (CONT'D)
          Are you much of a wine drinker?

                         JACOB
          I have no idea.

                         MARLENA
          Maybe you should go to bed.

                         JACOB

                         (NODS)
          Where's that?
          Marlena laughs. Jacob's bow tie is undone - she ties it;

                         

                         

                         

                         

          58.

                         MARLENA
          Here, let me...We can't let you go
          out there all untied. A circus is a
          small town. What will people say?
          As Marlena ties his tie, Jacob's eyes simply rest on
          Marlena's face - sinking deeper in love. When Marlena
          finishes, she looks up to Jacob...She can tell Jacob is
          enamoured. She smiles warmly, touching his cheek...

                         MARLENA (CONT'D)
          Sweet, sweet Jacob...

                         JACOB

                         (SENSITIVE ISSUE)
          I'm not that sweet.

                         MARLENA
          (Lowers her hand)
          Good night.
          Marlena turns and disappears behind the velvet curtain. Jacob
          stands still for a moment, then exits.

          EXT. RING STOCK CAR - CONTINUOUS - GOSHEN, NY - NIGHT

          A drunk Jacob sees the ring stock car door open, filled with
          people's legs hanging out and loud voices from within.

          INT. RING STOCK CAR - CONTINUOUS - GOSHEN, NY - NIGHT

          Jacob hops up into the car. Kinko is giving a party, with a
          bottle in his hand and drunken hospitality on his face.
          Thirty performers cram the area usually occupied by Marlena's
          horses, including BARBARA and another Coochie girl, NELL.
          Kinko and Queenie are performing tricks. Jacob watches. He
          admires the talent and humor of Kinko and Queenie's act. At
          the end, the girls laugh and applaud. Jacob joins in:

                         JACOB

          BRAVA QUEENIE! BRAVA!
          But the sound of Jacob's voice immediately makes Queenie stop
          and growl at him. Jacob stops.
          Kinko, Barbara and the Coochie girls stop laughing and stare
          the drunken young man, with his shirt out of his pants. He is
          ripe for the picking! They get an idea!

                         

                         

                         

                         

          59.

                         KINKO
          JACOB MY FRIEND!! Folks, this is my
          friend and roommate Jacob. I'd like
          you all to make him feel at home!
          Kinko starts laughing uncontrollably and before Jacob can
          protest or escape, Barbara and Nell approach him, moving in
          for the kill. Blurry-eyed, Jacob staggers back but the others
          refuse to let him leave. In fact, he is picked up bodily,
          raised above their heads and transported to Silver Star's
          empty stall as Barbara and Nell disrobe him.

          IN BLACK OUT....WE HEAR A SCRAPING NOISE THEN SEE A SLIVER OF

          LIGHT AS A LID IS OPENED.

          INT. TRAIN CAR/CLOWN ALLEY CAR - EN ROUTE - MORNING

          Kinko opens the lid of a trunk, speaking to someone inside;

          JACOB (O.S.)
          Where am I?
          Kinko moves about a car filled with racks of costumes, props
          and an open trunk containing the hidden Jacob.

                         KINKO
          Where are you right now or where
          are you in an Aristotelean context
          because right now you're in a
          trunk.
          Inside the trunk, O.S. Jacob lifts his arm to Camera and
          discovers he is dressed in a red silk dressing gown...

          JACOB (O.S.)
          Where are my clothes? I'm not
          wearing anything underneath this---

                         (THEN:)

          OH MY GOD...SOMEBODY SHAVED MY...

                         KINKO
          Huh-huh.
          As Jacob struggles out of the trunk, we only see his arms.

          JACOB (O.S.)
          What the hell did I do last night?

                         KINKO
          You threw up on Barbara...And maybe
          Nell.

                         

                         

                         

                         

          60.

          JACOB (V.O.)
          I feel sick.

                         KINKO
          You look a little pale.
          Kinko holds the mirror to Jacob. We see for the first time:

          JACOB'S FACE HAS BEEN PAINTED AS A CLOWN.

          INT. TRAIN CARS - CONTINUOUS - MORNING

          Jacob races through each car - past musicians, clowns and the
          Coochie Girls - clutching his robe, rubbing the make-up off.
          Along the way, the circus company taunt and tease him with
          sexy hoots and hollers. Kinko follows him, delighted.

          INT. KINKO'S ROOM - TUXEDO PARK, NY - MORNING

          Having cleaned up, Jacob is dressing in his own clothes.
          Kinko sits on his cot "reading Shakespeare" with a melancholy
          Queenie at his side. When Jacob scratches his shaven balls...

                         KINKO
          Your balls itchy?

                         JACOB

          YES THANK YOU!
          Pissed off, Jacob continues to dress.

                         KINKO
          It'll grow back. Aw come on, you
          still store about last night? Now I
          figure we're even. In fact, I
          probably owe you one. Feel free to
          borrow a book.

                         JACOB
          Let's just drop it.
          Kinko opens a book to read. Jacob notices Queenie's quiet.

                         JACOB (CONT'D)
          What's wrong with Queenie?

                         KINKO
          What do you mean "wrong"?

                         

                         

                         

                         

          61.

                         JACOB
          I mean she's not hating me.
          Something's wrong.

                         KINKO
          (Concerned, pets her)
          Yeah, she's been like this all day.
          I don't know...she must have eaten
          something. She did her business and
          it was kind of...watery.

                         JACOB
          Her stool? Did you look at it for
          parasites?

                         KINKO

                         (SHAKES HEAD)
          I don't like looking at my own.

                         JACOB
          Get some honey from the cookhouse.
          And if you can find any slippery
          elm powder. But the honey should do
          it. If not, we'll check her for
          parasites.
          Jacob starts to exit. As Kinko reads his book;

                         KINKO
          Jacob?

                         (JACOB STOPS)
          Thanks.

                         JACOB
          Sure Kinko.
          He moves to exit again. Kinko never looks up from book;

                         KINKO
          Jacob?

                         JACOB
          Yeah.

                         KINKO
          My real name's Walter.
          They never look at each other but a friendship is formed.
          Jacob exits.

                         

                         

                         

                         

          62.

          EXT. RING STOCK CAR - CIRCUS GROUNDS - MORNING

          When Jacob hops out, he sees performers and roustabouts all
          gathered by a performer train car, huddling and discussing.
          He crosses to investigate, meeting up with August Diamond Joe
          and Mr. Erwin...

                         AUGUST
          We got big trouble. Lucinda died.
          Now we've got no center ring star
          act and no sideshow star...

                         JACOB
          How did she die?

          MR. ERWIN
          I don't know where we're gonna find
          a fat lady this late in the season.

                         AUGUST
          I don't care where you find one,
          but find one.
          (To Diamond Joe)
          Better get some kind of rig set up
          to lift her out of the car. How did
          you carry Silver Star out?

                         DIAMOND JOE
          In pieces.

                         AUGUST
          Oh yes...
          (considers for a second)
          Mmmm...

                         JACOB
          August!

                         AUGUST
          No, no, of course, don't be silly!
          Right. Well, figure something else
          out Joe but get it down for the
          performance. Put her in the hippo
          tank for now.

                         (TO JACOB)
          You better start on that elephant.
          We need her performing yesterday.

                         

                         

                         

                         

          63.

          EXT. ROSIE'S TRAIN CAR - MORNING

          Out of the darkness of her car, the enormous elephant
          emerges, being led down a ramp by Jacob.

          EXT. TRAINING RING - TUXEDO PARK, NY - LATE MORNING

          Jacob - cleaned, dressed and hung over - sits crossed legged
          in front of Rosie. The two stare at each other. Rosie's nose
          searching the ground for something to eat. Jacob, without
          energy or focus, his head pounding, orders her;

                         JACOB
          Rosie...Up.
          Rosie just looks at him without moving.

                         JACOB (CONT'D)
          Up. Rosie. Up.
          Rosie's trunk starts to sniff around Jacob.

                         JACOB (CONT'D)
          Rosie....Walk!...STEP!..Rosie STEP!
          Rosie's trunk investigates Jacob's body, tapping his head.

                         JACOB (CONT'D)
          Rosie please. My hair hurts.
          Rosie's trunk snakes around him.

                         JACOB (CONT'D)
          No...No more Cracker Jack until you
          do something....Rosie!...
          Rosie curls her trunk around Jacob and slowly topples him
          sideways, turning him over as he weakly threatens;

                         JACOB (CONT'D)
          I'm getting really mad now....I
          mean it...Rosie stop...
          Rosie gets the Cracker Jack from his back pocket...

          AUGUST (V.O.)
          You just can't get enough of
          somebody in your pants, can you?
          Jacob quickly gets up as August strides towards him;

                         

                         

                         

                         

          64.

          AUGUST (V.O. (CONT'D)
          Heard you had a rough night?

                         JACOB
          Does everybody know what happened?

                         AUGUST
          Yes.

                         JACOB
          Can somebody tell me?
          August suppresses a laugh.

                         AUGUST
          I'm opening the midway and the
          menagerie this afternoon for some
          extra cash before the show tomorrow
          night. We'll see how she does with
          the crowd. She got any skills?

                         JACOB
          Finding food? But I don't really
          know how to do this.

                         AUGUST
          Well, first of all, you can't do
          anything with a bull without the
          bull hook.
          August takes the BULL HOOK from the ground.

                         AUGUST (CONT'D)
          It's the only way to train them.
          Watch.
          Jacob steps back.

                         AUGUST (CONT'D)

          UP!..UP!...COME ON UP!
          August stabs Rosie behind the shoulder..Jacob winces. Rosie
          lifts her foot a little.

                         AUGUST (CONT'D)

          HIGHER UP...UP!
          August keeps jabbing her with the hook...dotting her flesh
          with blood. Jacob gets upset.

                         JACOB
          August, there's got to be another
          way.

                         

                         

                         

                         

          65.

                         AUGUST
          We don't have the time! She has to
          start earning her keep MOVE! UP!

          UP!!
          August stabs her other shoulder...harder...continuing to
          shout. Rosie is getting agitated...pulling away from him but
          constrained by her chain. Her eyes fearful.
          Other performers rehearsing in the area begin to watch as
          August strikes Rosie harder and harder. She begins to bleed.
          Jacob tries to stop August by going for the bull hook...

                         JACOB
          Please, August, let me try again.
          But August angrily pulls it away and turns on Jacob:

                         AUGUST
          Don't tell me my business! You
          don't want to watch this, get the
          hell out! Making love to it ain't
          going to work. Besides, from what I
          hear, you're not that good at it.

                         (TO ROSIE)

          GET UP! UP!!!
          Jacob watches, upset and furious at August's treatment.

          INT. MENAGERIE TENT - TUXEDO PARK, NY - LATER THAT DAY

          Rosie's flesh is dotted with wounds from August's bull hook.
          Jacob is applying zinc ointment to them.

                         JACOB
          I'm so sorry girl. Just a few more
          here. Hold still.
          The un-staked canvas flaps behind Rosie wave up with the
          breeze....Rosie's trunk rises. She smells something from
          outside the tent.
          When Jacob bends down for more ointment, Rosie tries to turn
          around but her chain is still staked into the ground. As
          Jacob straightens up, he sees:
          Rosie's trunk carefully wrap itself around the stake and pull
          it up out of the ground....She then manages to turn herself
          around, her butt to Jacob. Rosie's trunk then dives down and
          up under the canvas flaps.

                         

                         

                         

                         

          66.

                         JACOB (CONT'D)
          Rosie?

          EXT. MENAGERIE TENT/MIDWAY - TUXEDO PARK - CONTINUOUS - DAY

          A VAT OF LEMONADE LEFT ON THE CONCESSION STAND, which is in
          the process of being dismantled. Work men are carrying items
          back to the train.
          WE SEE: Rosie's trunk come out from under the canvas, her
          body hidden, searching for the lemonade.
          Jacob peers out to see: Rosie's trunk dip itself into the vat
          of lemonade and drink the entire contents.
          Jacob is amazed. He looks around: Workmen are some distance
          away loading the train. No one else sees her.
          Rosie finishes then turns back into the menagerie.

          INT. MENAGERIE TENT - TUXEDO PARK, NY - CONTINUOUS - DAY.

          Rosie's trunk gathers up the stake and then stakes it back
          into the ground. Jacob can't believe his eyes. He laughs.

          EXT. TRAIN - EN ROUTE T0 NEW JERSEY - DAY

          As the train travels to Weekhawken, New Jersey...Jacob is
          looking out of open car to NYC skyline across the river.

          JACOB (V.O.)
          We were on our way to the
          Manhattan/ Jersey show and Mr.
          Erwin still hadn't found a fat
          lady. Tickets sales were low. So
          August, ha,ha...August pulled a hat
          trick.

          EXT. STREET PARADE - WEEHAWKEN, N.J. - DAY

          August is sitting atop Rosie, smiling, waving his top hat,
          then forlornly placing it against his chest and lowering his
          head in respect for Lucinda. Manhattan is in the distance.

                         

                         

                         

                         

          67.

          JACOB (V.O.)
          A parade like you never saw, a
          funeral and a celebration, saying
          goodbye to one star, introducing a
          new one...playing those rubes dying
          to get a peek like he was rolling a
          coin over his finger tips...
          Rosie leads a small parade of clowns, including Walter and a
          perky, healthy Queenie down the main street. Marlena sits
          atop a Percheron, in full costume. Jacob walks astride.
          Lucinda's Wagon, carrying "the dead Lucinda", follows.

          JACOB (V.O.) (CONT'D)
          It wasn't really Lucinda in there.
          It was Barbara in a fat suit and
          wig inside the hippo den. We buried
          the real Lucinda by the railroad
          tracks between towns. Cemeteries
          cost too much. We were the only
          family she knew.
          People line up to cheer and offer their silent respects...and
          satisfy a ghoulish fascination at the "dead" fat lady.

          JACOB (V.O.) (CONT'D)
          August sure was right about Rosie.
          She pulled the people right in.
          Rosie played that crowd like a pro.
          The rubes love the exotic Rosie...kids run up to pet her with
          their parents.
          As Rosie passes, we see AN OLD WOMAN standing in front of her
          green shuttered house waving with delight. We see she has a
          abundant vegetable garden which Rosie eyes covertly.

          EXT. BIG TOP - SPEC LINE UP - WEEHAWKEN, NJ - DAY

          WE HEAR: The Band playing from inside the Big Top as the
          performers and ring stock are lined up for the Grand Spec.

                         JACOB
          But as soon as the Spec started, we
          all knew it was too soon for
          Rosie's debut.
          Rosie heads the line. Marlena sits atop her, in her sequins
          and headdress, grabbing onto Rosie's leather halter.

                         

                         

                         

                         

          68.
          August stands beside with the bull hook. His face is cold and
          still. His fingers clutch and release the bull hook.
          The SPEC MUSIC begins and everyone makes last minute
          adjustments...Kinko and Queenie included....August shouts
          into Rosie's ear.

                         AUGUST

          MOVE! MOVE!
          Rosie hesitates so August strikes her right shoulder with the
          bull hook. The pain sends Rosie flying through the Big Top
          flap, causing Marlena to adeptly flatten her back atop Rosie
          so as not to hit her head on the pole that runs across the
          Big Top flap.
          Others gasp at the near accident. August is already furious.
          Jacob senses danger ahead. He follows in, curling the edge of
          the sidewall so as not to impede the Spec performers.

          INT. BIG TOP - WEEHAWKEN, NJ - CONTINUOUS - DAY

          Jacob watches as Rosie makes it twenty feet down the
          hippodrome track then stops.
          Without missing a beat, Marlena yanks herself upright, beams
          a smile and thrusts her hands in the air, her back arched,
          her toes pointed - as if it were all a part of the act.
          The crowd goes wild - clapping, throwing peanuts, whistling.
          Rosie only moves in fits and starts, causing the rest of the
          Spec to pass them by at times. She trots ahead of August and
          then when August reaches her she stops, making August halt
          awkwardly. August feels humiliated until:
          The crowd laughs, thinking it's the act. They applaud.
          August realizes the crowd loves it. So August, the performer,
          starts to play the infuriated fool to the audience, acting
          comically angry and frustrated with Rosie..
          But when he turns back to Rosie, he is red-faced with real
          anger, poking under her shoulders with the bull hook.
          After three stops and starts, August plunges the bull hook
          sharply into her shoulder blade...and Rosie takes off at a
          faster speed, curling her trunk in the air. The crowd cheers!

                         

                         

                         

                         

          69.
          Marlena grasps Rosie's halter as they fast approach the
          dangerous pole above the entrance. If Marlena doesn't bail,
          she'll be knocked off by the pole.
          Jacob, August, the Spec and the audience watch enthralled as
          Rosie charges toward the entrance...when suddenly:
          Marlena lets go of the halter and leans hard to the left.
          Just as Rosie bolts out of the Big Top, Marlena grabs hold of
          the pole above the entrance and is left hanging there as
          Rosie exits the Big Top...
          For a moment, the audience doesn't know if this is part of
          the act. Jacob wants to run to help her...
          But Marlena quickly decides what to do; She lets go of the
          pole with her left hand and quickly swings around so she is
          facing the audience, still hanging from the pole.
          Her face lights up and she points to her toes. The Band
          Leader takes this as a signal and conducts the band into a
          drum roll. The crowd relaxes and applauds.
          Marlena begins swinging, gaining momentum as the band roll
          mounts. Soon, in one final burst of performance inspiration,
          she releases herself from the pole, sails through the air
          tucking her body into a ball, rolling twice, uncurling for
          one sideways rotation and lands firmly in the sawdust in her
          feet. She straightens up and thrusts her arms in the air.
          The crowd goes wild. The Band plays victory music. Coins are
          thrown from the bleachers. Even the Spec performers cheer.
          August acknowledges the audience's response by bowing as if
          it were all his creation.
          But after a moment, Jacob can see Marlena is in pain as she
          turns and subtly limps out of the Big Top. He follows her.

          EXT. BIG TOP - WEEHAWKEN NJ - DAY

          Jacob rushes to her. Marlena, in pain, collapses in his arms.

                         MARLENA
          Oh Jacob...
          August rushes out and is stopped cold by the sight of
          Marlena in Jacob's arms. He immediately tenses up.

                         JACOB
          August, she's hurt.
          August takes her in his arms. Barbara appears to help.

                         

                         

                         

                         

          70.

                         AUGUST
          I'm here, darling, I've got you.

                         BARBARA
          Bring her to my tent, it's closer.

                         AUGUST
          Jacob, send Joe for ice. You go and
          find that Goddamn bull before we're
          run out town. And take the hook!
          August is seething, his expression cold, as he carries
          Marlena O.S. Jacob, concerned, takes the hook and runs O.S.

          EXT. OLD WOMAN'S GREEN SHUTTERED HOUSE - WEEHAWKEN - DAY

          Rosie is standing in a vegetable garden calmly feeding
          herself cabbages. The owner is the OLD WOMAN who was
          delighted by Rosie in the parade. She is now screaming
          hitting her with a small garden shovel...Jacob runs up.

                         JACOB
          I'm sorry ma'am. I'll get her.

                         OLD WOMAN
          You better before she gets at my --

          AAHHH, MY TOMATOES! YOU MONSTER!!
          Rosie has helped herself to tomatoes. Jacob steps in.

                         JACOB
          Rosie, no! Stop!
          Rosie pauses for a moment, flapping her ears at Jacob, then
          shoves a bush of tomatoes in her mouth. Jacob almost laughs.

                         JACOB (CONT'D)
          Bad elephant, that's not nice. This
          kind lady hasn't invited you.

                         OLD WOMAN

          ARE YOU CRAZY TALKING TO AN

          ELEPHANT!? SHOOT IT! BEFORE IT EATS

          MY HOUSE! I'M CALLING THE POLICE!
          She exits into the house as Rosie wraps her trunk around
          cabbages, uprooting them, as Jacob tries to battle her trunk.
          Greg arrives with a bucket he places in front of Rosie. Her
          trunk stops fighting Jacob and sniffs inside the bucket.

                         

                         

                         

                         

          71.

                         JACOB
          What's in the bucket?

                         GREG
          Gin and ginger ale. Elephants love
          booze. One whiff of this and she's
          not thinking about cabbages no
          more.
          (Bats her trunk away)
          ... moj malutki paczuszek?

                         JACOB
          Greg, right? Are you Polish?

                         GREG
          Grabowski.

                         JACOB
          Jankowski.
          Greg again pushes Rosie's trunk away from the bucket.

                         GREG
          Last show I worked, one bull faked
          a belly ache just to get the
          whiskey...Better grab the hook.

                         JACOB
          Are you a bull man? August would
          hire you in a minute.

                         GREG
          Don't want the job. Not for him.
          Besides, I'm not bull man. I just
          like big beasts.
          Jacob gets it and follows Greg who carries the bucket.

                         GREG (CONT'D)
          Is she following?
          Jacob turns around to see and sure enough:
          Rosie is leaving the garden and trotting behind to catch up
          to the bucket of gin and ginger ale. Jacob's impressed.

          EXT. CIRCUS GROUNDS - WEEHAWKEN, NJ - TWILIGHT

          The show is still in progress - we can hear the band playing
          for the aerialist act in the background.

                         

                         

                         

                         

          72.
          As Jacob makes his way to Marlena's stateroom he crosses
          paths with August, whose face is "dark as thunder".

                         JACOB
          How's Marlena?

                         AUGUST
          A little shaky. Sore wrists.
          Bruised heel. Doc says she'll be
          fine. Did you catch the bull?

                         JACOB
          She's in the menagerie.

                         AUGUST
          Good.
          August takes the bull hook from Jacob and walks with cold
          blooded intent towards the menagerie. Jacob panics, realizing
          what August about to do. Jacob follows to stop him;

                         JACOB
          August! Wait! She was good! She
          came back on her own! Besides, you
          can't do anything now! The show is
          still going on.

                         AUGUST

                         (WALKING)
          Good. The band will drown it out.

                         JACOB

          AUGUST, NO!
          Jacob touches August's arm. August turns on Jacob with a
          murderous expression, shoving him to the ground. Jacob is
          about to get up to fight but August cautions him with the
          bull hook to stay down. August smiles slightly. Would he
          really use that bull hook on Jacob or is he kidding? Jacob
          stays down. August continues on, entering the menagerie tent.

          MARLENA (O.S.)
          Jacob!
          Jacob sees Marlena running towards him.

          EXT. CIRCUS GROUNDS - CONTINUOUS - WEEHAWKEN - TWILIGHT

          Jacob and Marlena run across the grounds to the menagerie as
          workmen are running out of the menagerie tent, hearing August
          screaming from inside. They enter the menagerie tent to see:

                         

                         

                         

                         

          73.

          INT. MENAGERIE TENT - CONTINUOUS - WEEHAWKEN - TWILIGHT

          August is beating Rosie, who cries out with each blow. The
          animals are panicking from inside their cages - the lions
          roaring, the monkey's squealing. Marlena freezes at the
          entrance as Jacob runs to August.

                         MARLENA

          AUGUST...STOP!!!
          August turns to see her. Enraged, he stops Jacob with:

                         AUGUST
          Get her out of here! NOW!
          Jacob wants to help Rosie but can not disobey August in this
          moment. He returns to Marlena and ushers her out, as August
          continues to beat Rosie.

          EXT. MENAGERIE TENT - CONTINUOUS - WEEHAWKEN - TWILIGHT

          Marlena and Jacob step away, hearing Rosie cry out. Marlena
          can't bear it. She grabs Jacob's hand for support. Jacob
          tentatively holds onto her waist, guiding her away. She leans
          into him. Jacob loves being this close to her.
          The screams of August O.S. pull their attention to see:
          Earl and his men physically dragging a maniacal August out of
          the tent, his bull hook and clothes bloodied by his rage. He
          is kicking and struggling against them like a madman.
          Jacob is shocked by August's behavior. But Marlena has seen
          it before. She pulls away from Jacob and exits O.S. alone.

          INT. MENAGERIE TENT - WEEHAWKEN, NJ - LATER THAT NIGHT

          Rosie is lying on her side, her foot still chained to the
          stake. She is quivering, riddled with bloodied holes.
          Jacob is kneeling, applying zinc ointment, not knowing where
          he can touch that won't hurt her. He is heart broken.

                         JACOB
          Rosie, what am I going to do with
          you?
          Rosie's eyes look up to him, her lashes blinking. Her trunk
          lifts and wipes at her own eye.

                         

                         

                         

                         

          74.
          Greg appears with a bucket and several bottles of whiskey. He
          begins pouring whiskey bottles into a bucket.

                         GREG
          Here this will help. Poor beast. He
          really hurt her. Told you about
          him.
          (Curses August in POLISH)
          Don't understand why a man like
          that wants to be around animals in
          the first place. He shouldn't have
          the right, if you ask me.
          Listening to Greg, Jacob gets increasingly angry. He sees the
          bull hook. He grabs it and marches out of the menagerie.

          EXT. CIRCUS GROUNDS - CONTINUOUS - WEEHAWKEN, NJ - NIGHT

          Earl's men are smoking, when one sees Jacob marching angrily
          towards August's stateroom, carrying the bull hook. Alerted;

          EARL'S MAN
          Somebody better find Earl.

          INT. MARLENA AND AUGUST STATEROOM - CONTINUOUS - NIGHT

          Jacob reaches the platform to find the door ajar. He moves
          through it. The stateroom is in a shambles. An open suitcase
          of women's clothes lies strewn across the floor.

          AUGUST (O.S.)
          Marlena...!
          August appears from behind the curtain ; he looks
          uncharacteristically distraught...teary eyed and unkempt.

                         AUGUST (CONT'D)
          Do you know where Marlena is? Did
          she send you?

                         JACOB
          No....What happened?

                         AUGUST
          She won't speak to me...
          He can't finish. He sits, burying his head in his hands.

                         AUGUST (CONT'D)
          ...She won't let me apologize...
          She won't forgive me.

                         

                         

                         

                         

          75.
          Jacob is astounded by August's sad, pitiable state.

                         AUGUST (CONT'D)
          I don't know what happens to me,
          Jacob. When I saw that bull running
          wild with Marlena, I...I lost my
          mind. But it's because I love her.
          Why can't she understand that?
          (Jacob stands coldly)
          Isn't there anyone who understands?
          (Jacob remains silent)
          Ah, it's all my fault, I know it
          is. I've spent too much money on
          that bull. I can't pay the workmen.
          Our debts are piling. We're losing
          attendance at every show. I have no
          Star Attraction. I don't know
          what's going to happen to us if
          Rosie doesn't sell tickets.

                         (CONFESSES)
          If I lose this circus, I'll lose
          Marlena - I know it.
          Jacob softens, seeing August in this helpless, humble light.

                         JACOB
          I'm sure that's not true.

                         AUGUST
          Maybe you can talk to her. She's
          tired of my apologies but, this
          pressure I'm under...Of course,
          that's no excuse for what I did...
          (Rubs the images away)
          ...I can't believe what I did. Is
          she all right? The bull. Rosie.

                         JACOB
          She'll be OK.

                         AUGUST
          Would you tell Marlena? And tell
          her...tell her I'll do anything.
          Anything she wants.

                         JACOB
          August, I can't...

                         (THEN)
          I'm sure she'll forgive you...She
          loves you...Anyone can see that.
          August wants to believe him. He seems more hopeful.

                         

                         

                         

                         

          76.

                         AUGUST
          Thank you. My friend.
          Jacob nods, confused, his anger diffused. As he exits;

                         AUGUST (CONT'D)
          Jacob?
          Jacob stops and turns back as August asks:

                         AUGUST (CONT'D)
          What were you planning to do with
          that bull hook?
          Jacob realizes he's holding the bull hook. August smiles.

                         AUGUST (CONT'D)
          Ha. You look like me.
          Jacob looks in the mirror and indeed - with Rosie's blood on
          his open shirt, bull hook in hand - he looks like a violent
          man.

                         AUGUST (CONT'D)
          Maybe there is someone who
          understands me.
          August smiles. But Jacob is unnerved by the smile...and the
          comparison. Suddenly, Earl enters and looks around, on alert;

                         EARL
          What's going on?

                         AUGUST
          Everything's fine, Earl.
          August nods to Jacob, who pushes past Earl to exit.

          EXT. TRAIN - CONTINUOUS - WEEHAWKEN, NJ - NIGHT

          Jacob jumps down off the platform. Confused and disgusted, he
          takes the bull hook, wedges it under the train and breaks it
          in half.

          INT. MENAGERIE TENT - WEEHAWKEN, NJ - MOMENTS LATER - NIGHT

          Jacob enters to find Greg still treating Rosie.

                         JACOB
          How's she doing?

                         

                         

                         

                         

          77.

                         GREG
          Oh she's a strong one, this one.

                         (TO ROSIE)
          Jestes dobra dziewczynka
          Jacob watches as Rosie lifts her foot and Greg rubs ointment.
          Jacob sees the many empty whiskey bottles.

                         JACOB
          Is she drunk?

                         GREG

                         (LAUGHS)
          She's four tons..she'll just sleep
          good.
          (Screwing ointment top)
          Potoz noge.
          Jacob watches as Rosie puts her foot back on the ground.

                         GREG (CONT'D)
          Masz, moja piekna
          Jacob watches as Greg digs in his pocket and pulls out a
          mint, brushing off the lint. Rosie's trunk investigates, then
          nimbly plucks it out of his hand and into her mouth.

          SUDDENLY, JACOB HAS AN EPIPHANY.

                         JACOB
          Oh my God...

          EXT. MIDWAY - WEEHAWKEN, NJ - LATER THAT NIGHT

          An excited Jacob is leading August to the menagerie tent.

          INT. MENAGERIE TENT - CONTINUOUS - NIGHT

          Jacob leads August to Rosie. A curious Greg stops tending to
          Rosie. Jacob hands August a slip of paper with Polish words.

                         JACOB
          Just read those out loud. To Rosie.
          August reads the words in Polish with Jacob's help...

                         AUGUST
          Rosie...da--da---

                         JACOB
          Daj.

                         

                         

                         

                         

          78.

                         AUGUST
          Daj...daj..no-ge.
          Rosie does nothing. August looks to Jacob. Jacob is worried.
          Greg suggests, in a low whisper;

                         GREG
          Might help if he said please.

                         JACOB
          Say...Prosze Rosie daj noge.

                         AUGUST
          Pros--Prozze Rosie...daj noge.
          Rosie lifts her foot. August's eyes gleam.

                         JACOB
          Go on.

                         AUGUST
          (Reads and recites)
          Rosie...potoz noge.
          Rosie puts her foot down. August starts to understand.

                         AUGUST (CONT'D)
          (Reads and recites)
          Do tylu, Rosie! Do tylu!
          Rosie sighs, shifts her weight, then takes a couple of steps
          backward. August is amazed. Jacob is thrilled.

          JACOB (V.O.)
          That Fox Bros bull man didn't tell
          us was the elephant tramp who sold
          Rosie to them was Polish...
          August grabs Jacob and kisses him on the mouth.

                         AUGUST
          We've got a new star!
          Greg remains cautious.

          PRE-LAP : LIVE JAZZ BAND MUSIC.

          INT. NEW YORK CITY SPEAKEASY - LATER THAT NIGHT

          The live band plays on a raised platform. The dance floor is
          jammed with couples.

                         

                         

                         

                         

          79.
          Tables and U-shaped booths surround the dance floor. Tuxedoed
          bartenders serve from a wooden bar lined with hundreds of
          bottles in front of a smoky mirror.
          August, Jacob and Marlena sit in a booth. They are drunk on
          their third bottle of champagne. Marlena is wearing a
          beautiful, low cut beaded red gown. Jacob can barely keep his
          eyes off of her.
          Marlena is particularly drunk - we've never seen her this
          wild or spontaneous. She sings along with the band...she
          keeps rhythm by banging her hands on the table.
          However, she is acting distant to August.
          August is happy she is having a good time. When he slides
          next to her and puts his arm around her, Marlena stiffens;

                         AUGUST
          Would you like to dance, darling?

                         MARLENA
          No, thank you.
          Awkward beat. Marlena takes her champagne glass and drinks
          the last of it. August tries to make light of it.

                         AUGUST
          We need more champagne.

                         JACOB
          I'll get it.

                         AUGUST
          No, you stay with Marlena.
          August kisses her cheek, but Marlena is clearly still upset.
          August lets her be. He exits O.S.

                         JACOB
          You ever going to let him off the
          hook?

                         MARLENA
          Hook? That's an unfortunate choice
          of words.

                         JACOB
          Rosie's going be great. He won't
          hurt her again. I know it.

                         MARLENA
          Jacob, what you know about August
          is pretty much nothing.

                         

                         

                         

                         

          80.
          Jacob feels put down. Marlena realizes that came out too
          brusquely. She softens, and explains with vulnerability;

                         MARLENA (CONT'D)
          You know how many star acts we've
          had? How much money we've made and
          lost and made...? Silver Star paid
          for our new stateroom and look what
          happened to him. Everything August
          touches gets fed to the cats one
          way or another.

                         (SADLY)
          He'll never change.
          Jacob is moved. Marlena shifts gears and rises.

                         MARLENA (CONT'D)
          I want to dance.

                         JACOB
          Maybe you should wait for August.

                         MARLENA
          I want to dance now!
          She pulls him up onto the dance floor. Marlena dances light
          as air. She spins from Jacob then returns to his arms, so
          that her back is to him. Jacob's forearm is on her collarbone
          - skin to skin. Her chest rises and falls under his arm. Her
          hair under his chin, Jacob can smell her fragrance - then she
          unwinds away from, like a ribbon.
          When the music stops, everyone applauds their dance -
          including Marlena. Jacob beams. He looks up to the bar:
          August stands stock still. His eyes glaring at Jacob. The
          dark expression we've come to know. Seething with quiet rage.
          Jacob takes a step back from Marlena when suddenly they hear;

          OFF CAMERA SHOUT

          RAID!! RAAAAID!!! EVERYBODY OUT!!!
          PANDEMONIUM: Jacob is swept by a crush of bodies. People
          scream, shoving their way towards the exit. Marlena is shoved
          along with them, a few heads in front of Jacob.
          Jacob reaches through the sea of flesh and grabs a hand. By
          Marlena's expression, we know he has grasped her hand. Jacob
          scans the panicked crowd for August but all he sees are
          strangers running in every direction, people screaming..
          Jacob's hand is ripped apart from Marlena at the doorway.

                         

                         

                         

                         

          81.

          EXT. NEW YORK CITY ALLEY - NIGHT

          Jacob is thrown into the alley. People are piling into cars,
          engines are starting, wheels squealing.
          Suddenly, Marlena appears, grabbing Jacob's hand. She takes
          off her shoes. They run through back streets.

          EXT. IRON FIRE ESCAPE - NEW YORK CITY ALLEY - NIGHT

          They run under a fire escape, panting, out of breath. The
          sirens and screams of the crowd are distant.

                         MARLENA
          Lord, that was close...Aw, look at
          my stockings! And they're silk too.

                         JACOB
          I wonder if August got out...
          Marlena looks up at Jacob and starts laughing hysterically,
          as if for no reason. They are both still drunk.

                         JACOB (CONT'D)
          ...I don't know how we're going to
          get home. I've never been in New
          York, have you?
          Marlena's laughing subsides as she gets an idea.

                         MARLENA
          I want to see the Empire State
          Building.

                         JACOB
          What...what about August?

                         MARLENA
          I don't know where he is, do you?
          And he doesn't know where we are.
          It's not our fault. Like you said,
          who knows how long it'll take us to
          get back.
          Jacob is hesitant. Marlena takes his hand and softly pleads;

                         MARLENA (CONT'D)
          Just a few hours, Jacob. For just a
          few hours, we don't belong
          anywhere...we don't belong to
          anyone...Please.

                         

                         

                         

                         

          82.
          Jacob looks in her eyes and knows he shouldn't, but...

          JACOB (V.O.)
          I was doomed.
          He smiles. Marlena beams. They run off.

          EXT. TOP OF THE EMPIRE STATE BUILDING - NYC - NIGHT

          A summer storm with thunder and lightening is coming towards
          them from over the Hudson River.
          Marlena and Jacob are looking out at the expansive 1931 view
          of New York City. Other couples stroll about the sky deck.
          Marlena breathes in deeply...

                         MARLENA
          I've never seen so far. Have you?
          (Jacob shakes head)
          Look at it. As far as the eye can
          see and it's nowhere near all
          that's out there.
          Jacob notices tears in her eyes.

                         JACOB
          Are you all right?

                         MARLENA

                         (LAUGHING/CRYING)
          Yes. No. Yes, hahaha I'm fine. I'm
          a complete mess...ha...

          THE THUNDER BREAKS AND THE RAIN BEGINS TO POUR...
          Suddenly, MARLENA SCREAMS as loud as she can, startling the
          other couples. Jacob laughs. Beat of silence, then:

                         MARLENA (CONT'D)
          Sorry.
          But Jacob understands; He screams and Marlena joins in.

                         JACOB MARLENA

                         AAAHAHAHAAHAAAHAAAAA AHAAHAHAHAHAAHAHAHAHAH
          The other couples leave the sky deck to get out of the rain
          and away from "that crazy couple".
          Marlena and Jacob stop, wet, panting, laughing from the
          release. Then, looking out at the view, not at each other...

                         

                         

                         

                         

          83.
          Marlena begins to confess what she needs Jacob to know.

                         MARLENA (CONT'D)
          Jacob? I need you to do something
          for me. Promise me you will.

                         JACOB

                         (HOPEFUL)
          Anything.

                         MARLENA
          I want you to go. I want you get
          away from us, from the show. You're
          smart Jacob. You deserve better
          than us. Leave as soon as you can
          or something terrible's going to
          happen.

                         JACOB
          (surprised, confused)
          Why are you saying this?

                         MARLENA
          It's all right. No one can hear.
          We'll never get another chance to
          say it all.
          Marlena looks into Jacob's eyes and finally addresses what
          they're both thinking;

                         MARLENA (CONT'D)
          Nothing can ever happen with us,
          you know. It's too dangerous.
          August will never let me go. You
          don't know what he's capable of.

                         JACOB
          How can you be with a man you're
          frightened of?

                         MARLENA
          I'm not. I don't have to feel
          afraid of him if I don't feel
          anything...After all these years,
          I've learned how to do it so well.
          I tell myself, "I'm managing. I can
          manage him. August loves me. Nobody
          else ever did. Who am I to say it's
          the wrong kind of love?" .. See,
          there's no place for a woman like
          me in any decent kind of world. You
          know where they found me when I was
          a baby? ...

                         (MORE)

                         

                         

                         

                         

          84.

                         MARLENA (CONT'D)
          ...In an alley behind a whore house
          in Baltimore wrapped in newspaper.
          No one even bothered to leave a
          note...This circus, my horses -
          this is the only kind of life I can
          have.

                         (BREAKING DOWN)
          August made a woman like me a star
          attraction...I'm lucky. And I'm
          safe...And I was fine - before you
          came.
          Jacob feels sorry and hopeful at the same time...

                         MARLENA (CONT'D)
          There's nothing that can cause a
          woman so much trouble as a good
          man.

                         JACOB
          I'm not that good. And I don't want
          to be.

                         MARLENA
          Don't say that.

                         JACOB
          No, I don't. Good men don't wind up
          with much in the end except their
          goodness. Isn't worth much, is it?

                         MARLENA

                         (SADLY)
          See? ... Look what we've done to
          you already.
          She touches Jacob's face gently. Until this moment, they
          didn't realize how close they are to each other tracing
          Jacob's face with her hands, as he leans in closer...

                         MARLENA (CONT'D)
          Sweet Jacob.

                         JACOB
          You deserve as good a life any
          other girl.

                         MARLENA
          Am I still a girl? I feel so old.
          They kiss. They stop and silently acknowledge where this is
          going. As they move towards a secluded spot, they continue to
          kiss in between lines;

                         

                         

                         

                         

          85.

                         MARLENA (CONT'D)
          This can only be tonight. We have
          to go back. Promise me you
          understand.

                         JACOB
          I understand.

                         MARLENA
          Promise me you'll suffer.

                         JACOB
          I already am.

                         MARLENA
          Promise you'll look in my eyes the
          whole time.

                         JACOB
          I promise.
          Jacob kisses her with his eyes locked onto hers...With
          Marlena's back pressed against the entrance, Jacob reaches up
          and locks the door. They sink to the ground.

          EXT. FERRY - HUDSON RIVER - NYC TO WEEHAWKEN - NIGHT

          Marlena sits inside Jacob's embrace on the ferry, her head
          leaning against his chest - their hands entwined.

                         JACOB
          If I had money, if I could take
          care of you, would we be going
          back?

                         MARLENA
          You'd have to be a Rockefeller...
          August would find me. He always
          does.

                         JACOB
          Have you tried to get away before?

                         MARLENA
          Jacob you promised. You said you
          understood it was only tonight.

                         JACOB
          I know. I do....I'm sorry.

                         

                         

                         

                         

          86.

          EXT. WEEHAWKEN FERRY PORT - NIGHT

          Jacob walks Marlena out of the port to a waiting cab. They
          stop a few feet from the cab. Jacob gives her all the money
          in his pockets. Marlena looks at him as if for the last time.

                         MARLENA
          Where were you when I was 17?
          Jacob smiles. They kiss not wanting to let go. Marlena pulls
          away and runs into the cab. Jacob watches it drive away.

          EXT. MENAGERIE TENT - WEEHAWKEN, NJ - PRE-DAWN.

          Jacob reaches the circus. Everyone is asleep.

          INT. MENAGERIE TENT - CONTINUOUS - WEEHAWKEN, NJ - PRE DAWN.

          Jacob enters the menagerie, heading straight for Rosie. He
          gets on the ground beneath her and lies down...Rosie raises
          her trunk to allow Jacob to lie beneath her.

                         DISSOLVE TO:

          SAME LOCATION - DAWN
          Jacob is asleep under Rosie when Walter wakes him up.

                         WALTER
          Why are you sleeping here?
          Somebody's looking for you.

          INT. CANVAS CAR - WEEHAWKEN, NJ - PRE-DAWN.

          Jacob and Walter enter to find Bill and Grady hiding an
          ailing Camel in a dimly lit car. Jacob kneels down to him.

                         CAMEL
          Hey kid. How nice to see ya.

                         JACOB
          Hey, Camel. What's wrong?

                         CAMEL
          I don't know, kid. Woke up a few
          days ago and my feet was all
          floppy. Jes can't feel'em right...

                         

                         

                         

                         

          87.

                         CAMEL (CONT'D)

                         (CONFIDENTIALLY)
          ...It ain't just that though. It's
          other stuff too.

                         WALTER
          Like down there...man stuff?
          Camel, his eyes wide and fearful, nods slowly.

                         BILL
          What's wrong with him, doc?

                         JACOB
          I don't know.

                         WALTER
          Jamaica ginger paralysis.
          Jake leg. I've seen it before.

                         CAMEL
          No such thing. Is there Doc?
          Walter looks at Camel's empty "Jake" bottle.

                         WALTER
          The manufacturer started putting
          this plasticizer in it, or
          something, to get around
          regulations that Jamaica ginger
          extract not be sold as booze.

                         (TO CAMEL)
          You're not supposed to drink this
          stuff, ya know.

                         CAMEL
          Well what the hell am I supposed to
          drink to stop the shakes? It's
          Prohibition and I ain't no Astor.

                         GRADY
          It's OK Camel. Tomorrow's payday.
          We'll get you some moonshine.

                         BILL
          Grady don't lie to the man. If men
          were getting paid, Blackie wouldn't
          have tossed four of "~em between
          Boonton and Weehawken.

                         JACOB
          Four?...Will he get better?

                         

                         

                         

                         

          88.
          Walter looks at him, his expression says No.

                         BILL
          We can't leave him here. They'll
          red light him for sure.
          Jacob understands. He gets an idea and turns to Walter.
          Walter understands and reacts with an adamant:

                         WALTER

          NO! NO!

          EXT. CIRCUS GROUNDS - MOMENTS LATER - WEEHAWKEN - DAWN

          Walter is walking quickly back to the performer train. Jacob
          follows, trying to reason with him. Throughout the scene,
          they are looking out for Blackie's men and speaking low.

                         JACOB
          Walter, please. Blackie and his men
          only patrol the roustabout cars.
          They don't work the performer
          train. We can hide him easy until-

                         WALTER

                         (STOPS)
          Until when? What are we going to do
          with him? Shoot him like Silver
          Star? Because that's what he is
          Jacob. In a week, he won't be able
          to move his legs at all.

                         JACOB

                         (THINKING FAST:)
          He has a son in Pennsylvania. Near
          Reading. We're playing there in
          three weeks. That's all he needs.
          Walter doesn't want to do this, but clearly can't say no.

                         WALTER
          I was right about you. You're going
          blow us all up...August got home
          tonight before you and Marlena.
          People are talking.
          Walter stalks off leaving Jacob unhinged by the news.

                         WALTER (CONT'D)
          I shouldn't be a clown. I should be
          a Goddamn fortune teller.

                         

                         

                         

                         

          89.

          INT/EXT. COOKHOUSE TENT - WEEHAWKEN, NJ - MORNING

          The cookhouse tent is divided into two sections by a curtain.
          One one side: working men and the buffet table of food. It is
          made up of benches and bare wood tables with salt and pepper
          shakers.
          The other side of the curtain is filled with performers. The
          tables have a checkered tablecloth and flowers.
          Marlena is sitting alone, drinking a cup of coffee. Jacob
          approaches. He sits opposite her.

                         JACOB
          Good morning.

                         MARLENA
          Good morning Jacob, how are you?
          Marlena smiles. Jacob senses others eavesdropping...but the
          table is far enough away, so they can't be heard.

                         JACOB
          I wanted to, uh...Is there any
          chance I could speak with you
          alone?

                         MARLENA
          About what? Is something wrong?

                         JACOB
          No, I...I just wanted to...Walter
          said people are talking about what
          happened...last night...

                         MARLENA

                         (LAUGHS)
          Oh Jacob, champagne completely
          overwhelms my senses..I always feel
          the better for it when I abstain.
          All I remember is getting pushed by
          the crowd and then running and
          getting a hole in my stocking. I
          don't even know how I got home. I
          don't remember a thing.

                         JACOB
          Well, I want to apologize for--

                         

                         

                         

                         

          90.

                         MARLENA
          Ha,ha Jacob, it's silly of you to
          apologize for my torn stockings.
          You weren't even there.
          Jacob is crushed by her reaction. Marlena maintains her
          upbeat facade. August enters with his tray of food and
          crosses to them. He is smiling like a man who has spent the
          night having great sex.
          August kisses Marlena right in front of Jacob. It is a long
          sensual kiss...a holdover from their night together.

                         AUGUST
          I slept like a baby after last
          night. Thank you my darling.

                         MARLENA
          August, please. We're in public.
          Jacob understands his meaning and is quietly devastated.

                         AUGUST

                         (SITS)
          Ah, nothing to be ashamed of. Man
          and wife reuniting in the most
          sacred of marriage places.

                         (BEAMING)
          My Marlena has forgiven me. All's
          well with the world again, right
          Jacob?

                         (JACOB NODS)
          That was quite an adventure last
          night. I'm glad I didn't have to
          bail you out. How did you get home?

                         JACOB
          I don't know. I just ran.

                         AUGUST

                         (EATING)
          How did you two get separated? You
          were so close on the dance floor.

                         MARLENA
          I told you, sweetheart. We got
          pushed apart by the crowd. This
          older married couple brought me to
          the ferry.

                         AUGUST
          I'd like to look them up and invite
          them to the show free of charge...

                         (MORE)

                         

                         

                         

                         

          91.

                         AUGUST (CONT'D)
          ...I'll even pay for their
          transportation. I'd pay it a
          hundred times over to anyone who
          helped my wife to safety. Thank
          goodness she had chaperones. If
          anyone had harmed her, or even
          touched her, there's no knowing
          what I might do.
          Jacob makes note of the implication. Marlena ignores it.

          EXT. TRAINING RING - ASBURY PARK, NJ - DAY

          While Jacob coaches August from the sidelines, the company of
          performers and workmen watch August command Rosie in Polish.

          JACOB (V.O.)
          ...August said he would create an
          act for Marlena and Rosie that
          would have'em line up for miles...
          August and the company are delighted when Rosie lifts her
          foot...or walks forward, then backward..

          JACOB (V.O.) (CONT'D)
          His accent was awful but Rosie
          obeyed without fail.
          Marlena watches, full of excitement and praise for August. He
          instructs Marlena where to stand. He commands Rosie who lifts
          Marlena up with her trunk.
          Everyone cheers and applauds. Those near Jacob pat him on the
          back, grateful that he saved the circus. Jacob smiles.

          JACOB (V.O.) (CONT'D)
          I was finally a part of them.

          PRE-LAP - CHEERS AND APPLAUSE, AS ROSIE LIFTS MARLENA ONTO

          HER BACK AND WE CUT TO:

          INT. BIG TOP/MARLENA AND ROSIE'S ACT - ASBURY, PARK - NIGHT.


          MARLENA ATOP ROSIE IN FULL COSTUME MAKING THEIR ENTRANCE TO A

          PACKED HOUSE AS AUGUST LEADS THE WAY TO CHEERS AND APPLAUSE.
          When they enter the center ring, they stop. August gives
          Rosie the command to lift Marlena down with her trunk.
          But Rosie hesitates. August commands her again, with more
          force. But Rosie doesn't move forward...she shuffles a foot
          backwards. August grips his silver tipped cane. Oh-oh...

                         

                         

                         

                         

          92.
          Jacob and other performers watch anxiously. Will Rosie fail?
          Then August turns to the audience and mimes apologizing to
          the crowd. When he back is turned, Rosie hits his butt with
          her trunk. August freezes. The crowd laughs uproariously.
          Jacob and the others realize it's all part of the act. Walter
          slaps his back. Barbara kisses his cheek.
          August displays great performance skills. He turns to Rosie
          acting suspicious. Rosie lifts her head away, as if to say
          "It wasn't me".
          August turns back to the crowd to apologize and once again,
          Rosie flicks his behind with her trunk. This time August
          knows it her. He turns to her, tips his hat over his brow and
          shakes his finger, scolding, as if to say, "No, no, no"
          Rosie responds by waving her trunk, mocking him.
          And the crowd bursts into applause.
          August commands Rosie, who lifts Marlena with her trunk and
          places her on the ground.

          EXT. NEW EGYPT, NJ - NIGHT

          Posters of ROSIE and MARLENA highlight the act COMING SOON!
          Blackie and his men are covering up the Posters of other
          circuses and town events.

          JACOB (V.O.)
          August could have given Barnum a
          run for his money. He spent the
          payroll money on expensive posters
          promoting that act like it was
          bigger than Ringling. And we sold
          out every performance in every
          town...

          INT. BIG TOP/MARLENA AND ROSIE'S ACT - NEW EGYPT, NJ - DAY

          Marlena blows kisses to the audience. She skips theatrically
          around the ring, with Rosie trotting behind her, August
          hovering beside.
          Marlena stops and wipes her brow, feigning exhaustion, and
          sits on a small ball.

                         

                         

                         

                         

          93.
          Rosie observes her with a smile and a raised trunk. Rosie
          copies Marlena's actions, placing her enormous rear down on a
          much larger ball.
          The crowd screams with laughter.
          Marlena stands in mock outrage, wagging her finger at Rosie.
          She turns her back on her, folding her arms.
          Rosie also stands and presents Marlena with her rear end
          facing the other way. The audience loves it.

          JACOB (V.O.)
          In that center ring, Rosie became a
          guaranteed star attraction...

          INT. ROSIE'S CAR - EN ROUTE - CONTINUOUS - NIGHT

          Jacob sits alone facing Rosie, in her massive stock car made
          of steel, talking to her, in Polish...

          JACOB (V.O.)
          Alone with me, telling her every
          thing I couldn't tell anyone else,
          she became the closest thing I had
          to family.

          INT. BIG TOP/MARLENA AND ROSIE'S ACT - FRIENDSHIP, NJ - DAY

          Marlena looks back and scowls. With dramatic flair, she
          raises one foot and places it on the small ball as if to say,
          "Take that, elephant!"
          Rosie, not to be out done (guided by August's Polish
          commands) curls her trunk, lifts her foot and places it on
          her larger ball.
          Marlena straightens out both arms and extends her other leg,
          like a ballerina's, toe pointed. She place the foot alongside
          the other, so that she is now standing atop the ball.
          Rosie waits a moment, then lifts her other front foot onto
          the ball.
          The crowd explodes! August pretends to be outraged with
          Marlena. But as showers of coins and money rain upon them,
          August and Marlena stand beneath showers of glittering coins.

          JACOB (V.O.)
          And August! Ha, August was a new
          man..

                         

                         

                         

                         

          94.

          EXT. CIRCUS GROUNDS - ELMER, NJ - DAY

          The workmen set up the circus with energy and renewed spirit.
          August treating them with pats on the back of gratitude.

          JACOB (V.O.)
          ..treating everybody first class,
          spreading the word his Rosie act
          would finally get the men paid..

          INT. KINKO'S ROOM - EN ROUTE - NIGHT

          Jacob, Walter and a Camel enjoy a card game and moonshine.

          JACOB (V.O.)
          ..And with business so strong,
          nobody was worried about getting
          tossed, so we didn't have to worry
          so much about old Camel.

          INT. MENAGERIE TENT - FRIENDSHIP, NJ - DAY

          August is filling a bucket with gin and ginger ale for Rosie.

          JACOB (V.O.).
          And nothing was too good for Rosie.
          When August found out she liked gin
          and ginger ale, he made sure she
          got both every day, treating her
          like some favorite child...

          INT. BIG TOP/MARLENA AND ROSIE'S ACT - SALEM, NJ - DAY

          Marlena does a double take, then lifts up her finger as if to
          say "I have an idea!". With a rising drum roll, she shuffles
          her feet atop the ball, moving herself around the ring...
          Rosie places all four of her feet onto the larger ball and
          rolls herself around the ring...Marlena and Rosie go faster
          and faster, along with the music...
          THE CROWD GOES WILD....August takes Marlena's hand and kisses
          it as they take their bows.

          JACOB (V.O.)
          But I didn't trust the new August.
          I kept waiting for the real one to
          show up.

                         

                         

                         

                         

          95.

          EXT. ROSIE'S CAR - SALEM, NJ - MORNING

          Out of the darkness of the car, Rosie appears in the light,
          being guided down the ramp by August, who gently pets her
          trunk, whispering in her ear. Her ears flapping, she purrs
          with affection. Jacob watches.

          JACOB (V.O.)
          It was when I saw Rosie purring
          under his touch as if nothing had
          happened between them, that the
          worst thought occurred to me.

          INT. MARLENA AND AUGUST STATEROOM - EN ROUTE - NIGHT

          Marlena and Jacob are laughing, listening to August telling a
          story after a private dinner. Jacob glances at Marlena...

          JACOB (V.O.)
          Maybe, I was the man not to be
          trusted.
          Marlena moves to August's lap. They kiss...Jacob watches

          JACOB (V.O.) (CONT'D)
          Marlena looked happy...And it broke
          my heart.

                         PRE-LAP AUGUST:

          AUGUST (V.O.)
          The circus is nothing without it's
          traditions..

          INT. MENAGERIE TENT - SALEM, NJ - DAY

          August has gathered all the performers and trainers in a
          circle. Jacob stands in the center. Marlena beside August.

                         AUGUST
          ..It's a family. And like any
          family, when a new member is born,
          it's arrival must be greeted with
          celebration and gratitude. Now,
          we've been a little busy with sold
          out performances, thank the Gods..

                         (EVERYONE CHEERS)

                         (MORE)

                         

                         

                         

                         

          96.

                         AUGUST (CONT'D)
          ..but right now I want to take this
          moment before today's show to
          gather together..We close our
          eyes..
          Everyone closes their eyes.

                         AUGUST (CONT'D)
          ..and we thank whoever's up there
          that sends desperate men running
          for the rails..
          Everyone laughs.

                         AUGUST (CONT'D)
          ..because it was a lucky day when
          Jacob Jankowski jumped our train.
          Because of him - together with our
          beautiful Rosie and my beloved
          Marlena - we have the greatest star
          attraction in Benzini Brother's
          history. He found a way to save us
          all. And so, to officially welcome
          Jacob into the family, we open our
          eyes..
          Everyone opens their eyes.

                         AUGUST (CONT'D)
          ..And we give him the traditional
          Benzini Brothers baptism.

          SUDDENLY, EVERY CLOWN PULLS OUT A SELZTER BOTTLE AND DOUSES

          JACOB..BARBARA AND ALL THE GIRLS THROW HALF A DOZEN PIES INTO

          HIS FACE AND BODY. OTHERS THROW CONFETTI, STREAMERS...
          Jacob is a mess, covered in pies, seltzer and confetti. The
          company breaks up with laughter, applauds and cheers...Walter
          and Barbara bring Jacob towels, embracing and kissing him.
          The rest of the company follows suit.
          August motions for Marlena, who retrieves a large mens
          clothing box and carries it to Jacob as August watches from a
          distance...The crowd parts as Marlena hands him the box.
          August watches Jacob open the box to find his own TUXEDO.

                         AUGUST (CONT'D)
          Now you don't have to borrow mine.
          Everyone applauds, hugging and kissing Jacob:

                         JACOB
          Thank you, August.

                         

                         

                         

                         

          97.

                         AUGUST
          It's from both of us.
          Jacob looks to Marlena. It is awkward between them. They
          can't kiss each other. Jacob nods and says courteously;

                         JACOB
          Thank you, Marlena.

                         MARLENA
          You're welcome, Jacob.
          As Marlena exits with the others, we discover August watching
          from them a distance;
          August's expression tells us he knows what they are hiding.

          EXT. BIG TOP - SALEM, NJ - DAY.

          Marlena and Rosie exits the Big Top. We hear tumultuous
          applause coming from inside. Jacob awaits them, as usual.
          Jacob commands Rosie, who lifts Marlena off his back and
          places her carefully on the ground. Jacob pets and commands
          Rosie to follow him, but stops when:

                         MARLENA
          I wonder if you could help me.

                         JACOB
          Sure.

                         MARLENA

                         (PROFESSIONAL TONE)
          I've planned a surprise for August.
          He's been so wonderful, don't you
          think?

                         (JACOB NODS)
          Could you make sure Rosie is staked
          in my tent after the show?

                         JACOB
          No problem.

                         MARLENA
          Thank you so much...Oh, and I'm
          sure it would be nice for August if
          you were there too.
          Marlena turns and exits O.S. Jacob isn't sure what to think.

                         

                         

                         

                         

          98.

          INT. MARLENA'S DRESSING TENT - SALEM, NJ - NIGHT

          Rosie is staked into the grass inside Marlena's tent, happily
          occupied with a pile of watermelons.
          Marlena wears a silk beaded dress with the diamond necklace.
          There is a serving table with silver domed platters and wine
          bottles. Marlena is trying to open a champagne bottle when
          Jacob enters.

                         MARLENA
          Oh, he'll be here any second.
          Jacob, can you open this for me?
          Jacob takes the champagne bottle and manipulates the cork.
          Rosie's trunk is curious, inspecting the bottle in Jacob's
          hand. Jacob laughs. Marlena sees and laughs as well.

                         JACOB
          Rosie...get away....ssstop!!
          Rosie continues fooling around, causing Marlena and Jacob to
          laugh even harder when the cork pops...

          AUGUST (O.S.)
          What is this?
          Jacob and Marlena turn to see August enter, laying down his
          hat and coat, his shirt unbuttoned at the top.

                         MARLENA/JACOB

          OH!....SURPRISE!..SURPRISE!
          Jacob pours the champagne into two flutes, which Marlena
          rushes up to August, handing him a glass and kissing him.

                         AUGUST
          Did you show Jacob the opening
          night present I gave you?
          Marlena turns to Jacob and indicates the diamond necklace.

                         MARLENA
          (indicating the necklace)
          Oh. No...Do you see Jacob?

                         JACOB
          Beautiful.

                         AUGUST
          It looks stunning on you.

                         

                         

                         

                         

          99.
          They kiss again. Marlena raises her glass of champagne.

                         MARLENA
          To August - an authentic miracle
          man because he made a star
          attraction out of me.

                         JACOB
          To August!
          August nods in gratitude. They tilt their glasses and drink.

                         AUGUST
          Many thanks. Forgive me for
          arriving too soon and spoiling the
          surprise.
          August takes out a cigarette and lights it.

                         MARLENA
          Don't be silly. I couldn't wait for
          you to come.

                         AUGUST
          I could go back out to give you
          more time...or better yet, yell
          RAID and clear the place out so you
          two can be alone.
          In a split second, Jacob and Marlena know the danger present.
          August gave no sign of it coming.

                         MARLENA
          What?

                         AUGUST
          I'm sorry. I'm probably wrong. I
          assumed that night after the RAID
          was the first time you two fucked,
          but obviously it's been going on
          longer than that.

                         MARLENA
          Auggie, you're being silly.

                         AUGUST
          Did you think I didn't know?

                         MARLENA
          August don't do this!

                         AUGUST
          Shut-up. SHUT UP!

                         

                         

                         

                         

          100.
          Marlena gets frightened. August saunters over to the silver
          tipped cane leaning against the flap. He picks it up as
          Marlena and Jacob remain still. Suddenly they hear:
          Rosie peeing where she is staked. She too is frightened.

                         AUGUST (CONT'D)
          How long did you think you could
          keep this from me?

                         MARLENA
          August, please, there's nothing-

                         AUGUST

          GO ON! INTERRUPT ME ONE MORE TIME!
          August swipes the tables with the cane, knocking all the
          platters and glasses to the floor.

                         JACOB
          We should go!

                         AUGUST
          WE!...So you two are a couple?

                         JACOB
          NO! I just don't think you're safe
          to be around a woman right now.

                         AUGUST
          A woman? This is not a woman. This
          is my wife you Ivy League lying
          piece of shit! Say, I bet the
          authorities would like to know you
          practise without a license.

                         MARLENA
          Auggie, please... Don't you see how
          much I love you?

                         AUGUST
          I see you. I see you too clearly.
          Always have. I have to admit that
          was a nice touch when you got back
          from the speakeasy. Being with me
          in our bed, after being with him.
          Covering your tracks. I should have
          known a whore only performs for a
          man like that when she wants
          something.

                         JACOB
          Marlena, come with me...

                         

                         

                         

                         

          101.

                         AUGUST

          YOU DON'T EVEN DENY IT! LOUSY

          TRAMP!!
          Marlena drops the fluted glasses, crying:

                         MARLENA

          STOP IT!..AUGGIE STOP IT..PLEASE!
          Suddenly, he's quiet. He stands still. Marlena approaches him
          now, cautiously but tenderly.

                         MARLENA (CONT'D)
          Auggie? Are you all right now?...
          August looks at her. Marlena's expression is one of care and
          concern. Jacob watches carefully. Has it passed?
          Suddenly, August flicks his lit cigarette into Rosie's open
          mouth - Rosie reacts and Jacob moves to help her - as August
          grabs Marlena, shoving her so hard she falls against the
          table, knocking it and her to the ground. He attacks her,
          trying to rip off her diamond necklace.
          Jacob attacks August, pulling him off of Marlena.
          JACOB AND AUGUST FIGHT: savagely pounding each other's faces,
          crashing against broken plates and spilled gravy, banging
          their heads viciously against the ground, rolling over each
          other as they alternately share domination...
          Marlena screams for them to stop. Rosie bellows, pulling on
          her leg chain.
          The FIGHT SPILLS OUT OF THE TENT INTO THE CIRCUS GROUNDS.

          EXT. MARLENA'S DRESSING TENT - CONTINUOUS - SALEM, NJ - NIGHT

          Jacob and August continue beating each other as they roll out
          into the crowd.
          August's madness empowers him. He manages to overpower Jacob
          in a choke hold. Jacob is losing consciousness.
          Because of Marlena's screams - Earl and his men run to the
          tent. Within seconds, they are pulling August off of Jacob.
          August gets to his feet. His cool expression is even more
          frightening as he re-enters Marlena's tent.

                         JACOB

          LET ME GO!! HE'LL KILL HER!!!

                         

                         

                         

                         

          102.
          From inside the tent, they hear a crash. Marlena screams.

                         JACOB (CONT'D)

          HE'S HURTING HER!!LET ME GO!

                         EARL
          No he won't, kid. Come on.
          Earl disperses the crowd that has gathered, which includes
          Walter, who sees Jacob's bloodied face and goes to him.
          FROM INSIDE THE TENT, THEY HEAR: Two soft thuds..then a
          louder one...Then an unnerving silence.

                         EARL (CONT'D)
          See, it's over. Can we let you go?
          Jacob pants and nods. Earl and one of his men let Jacob go in
          degrees, until he is standing up. Walter holds his waist.

                         WALTER
          Come on Jacob. Walk away.
          With Walter's help, he tears his eyes from the billowing flap
          and walks away, passing rubes who watch with fascination.

          INT. KINKO'S ROOM - SALEM, NJ - LATER THAT NIGHT

          Walter uncorks a jug of moonshine and hands it to Jacob, who
          holds a towel to his bloody, beaten face. Jacob drinks from
          the jug, panting, until the pain subsides. Camel speaks from
          behind the trunks.

                         WALTER
          The only thing that's keeping you
          alive right now are the rubes who
          saw everything. August can't risk
          getting rid of you here. But you
          better not get back on this train
          when we leave tomorrow night.

          CAMEL (O.S.)
          What happened? Somebody turn me
          around. Share some of that jug!

                         WALTER
          Shut-up Camel.

          CAMEL (O.S.)
          Well, what the hell...!

                         

                         

                         

                         

          103.
          Camel uses whatever strength his has to push aside the trunk
          and see bloody Jacob.

                         CAMEL (CONT'D)
          Jesus Christ! Who did that to you?

                         WALTER
          August.

                         (TO JACOB)
          Is it true?
          Jacob wants to deny it but his silence speaks the truth. He
          can only manage to shake his head NO...But Walter can read
          between the lines....He lowers his head in despair.
          THE TRAIN STARTS TO MOVE. All three react with surprise.

                         JACOB
          Why are we moving? We have a
          matinee tomorrow.

                         WALTER
          Something's gone wrong.
          SUDDENLY, A KNOCK ON THE DOOR. The three men immediately are
          on alert. Walter grabs his knife from beneath his pillow.
          Camel tries to shove himself behind the trunks. THE KNOCK
          COMES AGAIN as we hear:

          MARLENA (V.O.)
          Jacob? Jacob, it's Marlena.
          They breath a sigh. Jacob opens the door to reveal.
          Marlena with a black eye. Jacob rises to her.

                         MARLENA (CONT'D)
          I'm sorry. I had nowhere to go. I
          told him I'm leaving him.

                         JACOB
          My God. Are you all right?

                         MARLENA
          Looks worse than it feels.
          (Re: Jacob's face, laughs)
          Ha, look at the two of us.
          Marlena awkwardly enters the room to Walter and Camel's
          stares. She sees the moonshine and breaks the ice.

                         MARLENA (CONT'D)
          Can I have a swig of that?

                         

                         

                         

                         

          104.
          Walter throws her the moonshine. Marlena drinks like a pro.

                         WALTER
          Why is the train moving?
          Marlena sits with the jug, casually talking:

                         MARLENA
          We're being run out. Apparently,
          August was so optimistic about
          money coming in for Rosie, he
          figured he'd double down and find
          himself a new fat lady to put him
          really toe to toe with
          Ringling...So he sent Mr. Erwin
          into town who finds this rather
          large woman in a restaurant and
          offers her the job. Except, she...

                         (STARTS LAUGHING)
          ...she was the police chief's wife.
          Mr. Erwin got a left hook in the
          jaw and we got til morning to get
          out of town.
          This cracks everybody up. Laughter. A release of tension.
          But the laughter turns to quiet sadness as the reality of
          their situation sinks in....Marlena looks to Jacob and leans
          into his arms. He holds her, clearly in love, then ushers her
          out of the room for privacy.
          Walter sees what he knew all along. He kisses Queenie:

                         WALTER
          Aw girl. We're all in it now.

          INT. RING STOCK CAR - EN ROUTE - CONTINUOUS - NIGHT

          Marlena and Jacob exit Walter's room outside of which Marlena
          placed her small suitcase. They pass by Marlena's horses..

                         MARLENA
          Why are you hiding that roustabout?

                         JACOB
          Because Blackie and his men don't
          work the performer train and
          they'll red-light him if they find
          him. He can't work anymore.

                         MARLENA
          My God.

                         

                         

                         

                         

          105.
          They come upon Silver Star's stall - empty - right before the
          door to the next car. They stop.

                         JACOB
          Does August know where you are?

                         MARLENA
          No. He thinks I'm with Barbara and
          the girls. He won't go there.

                         JACOB
          He can't find you. As soon as we
          stop - before we stop - we'll jump
          off and I'll take you to a hotel in
          town.

                         MARLENA
          And after that? August has all our
          money. Where will I go?

                         JACOB
          Marlena, I'm not leaving you. We'll
          find a way together. I won't let
          you go back to him. I promise.
          Marlena smiles, needing to hear him say those words. She
          embraces him, grateful. Jacob holds her tight, assuring;

                         JACOB (CONT'D)
          ..I'll call my dean at Cornell..If
          I can take my finals again, get my
          degree, I can get my license.
          They lay in the Silver Star's empty stall. Moonlit through
          the wooden slats. Making plans...

                         MARLENA
          Oh Jacob, that would be wonderful.
          You know, I bet Ringling would take
          us both then - they'd be getting a
          vet and a star attraction - that's
          a sweet deal for them. Although I
          won't be a star but I don't care.
          I'll take no billing at all...We'd
          be safe from August if we were with
          Ringling.

                         JACOB
          Don't worry about him.

                         MARLENA
          Of course, I'd have to wait a while
          until I can work again...

                         

                         

                         

                         

          106.

                         JACOB
          What do you mean?

                         MARLENA
          Jacob...I'm going to have a baby.
          Jacob is stunned...then confused...

                         MARLENA (CONT'D)
          It's yours. Please don't ask me how
          I know...Is it all right? You can
          change your mind. I'd understand.
          Overwhelmed, Jacob keeps kissing her. Marlena lets go of all
          the anxiety she had about him. He loves her. She knows it.

                         JACOB
          Change my mind??? Oh Marlena,
          please...please be happy.

                         MARLENA
          (Cries, relieved)
          I will...I promise...as soon as I
          stop being terrified.
          Jacob kisses her. He guides her to the ground, against the
          hay. She nestles in his arms.

                         MARLENA (CONT'D)
          I'm so tired.

                         JACOB
          Rest...I've got you now.
          Marlena tries, closing her eyes.....Then, without warning;

          FROM THE ROOF, AUGUST, BLACKIE & HIS MEN JUMP IN THROUGH THE

          OPEN STOCK CAR DOOR. THEY CHARGE INTO THE ROOM CAUSING THE

          HORSES TO PANIC. THE THUGS DRAG JACOB AWAY FROM MARLENA,

          BEATING HIM. AUGUST FORCIBLY TAKES MARLENA, HITTING HER...

                         MARLENA JACOB

          DON'T HURT HIM!!!AUGUST NO!! MARLENA! MARLENA!...

          AS BLACKIE AND HIS MEN DRAG JACOB PAST WALTER'S MAKESHIFT

          DOOR, JACOB FIGHTS EVEN HARDER TO PULL THEM AWAY FROM

          BREAKING INTO WALTER AND CAMEL'S ROOM.

          FAST CUT TO:

                         

                         

                         

                         

          107.

          INT. KINKO'S ROOM - CONTINUOUS - BRONX

          Kinko sits against the door, holding a trembling Queenie
          hearing the screams and struggle. Camel quivers in fear
          behind the trunks.

          FAST CUT BACK:

          INT. RING STOCK CAR - CONTINUOUS - NIGHT


          AUGUST IS DRAGGING A SCREAMING MARLENA THROUGH THE DOOR TO

          THE PLATFORM - TAKING HER THROUGH THE TRAIN BACK TO HIS CAR.

          BLACKIE BEATS JACOB WHO CRIES OUT FOR MARLENA'S SAFETY,

          HOLDING ONTO THE OPEN CAR DOORS. THE MEN BANG HIS HANDS WITH

          THEIR FISTS UNTIL JACOB LOSES HIS GRIP AND BLACK TOSSES HIM

          OFF THE FAST MOVING TRAIN.

          EXT. TRAIN TRACKS - GRAVEL/GROUND - NIGHT


          JACOB ROLLS DOWN THE GRAVEL. BLACKIE AND HIS MEN JUMP OFF THE

          TRAIN AND RUN TOWARDS HIM. JUST AS JACOB GETS TO HIS FEET,

          THE MEN REACH HIM - AND BEGIN TO BEAT HIM.

          WITH A SINGLE BLOW TO THE BACK OF HIS HEAD, JACOB IS THROWN

          INTO BLACKNESS.

          EXT. WOODS/STREAM - ALLENTOWN, PA - LATER THAT NIGHT

          A heavy rain pours. A bloodied, battered Jacob is semi-
          conscious face down in a stream in the woods.
          Jacob, his eyes almost swollen shut, wakes out of
          unconsciousness. He looks up through blurred vision.
          Through the trees, he can see A DISTANT FLICKERING RED LIGHT.
          He stands. His knees buckle and he crawls out to the ground.
          He stands again. And he walks out of the woods towards the
          flickering light.
          He stumbles and falls. He rises and fumbles forward...using
          all his strength to get himself out of the woods.

          EXT. CLEARING TO TRAIN TRACKS - CONTINUOUS - NIGHT

          Jacob struggles out of the woods to a clearing. Squinting
          through the rain with swollen eyes, he sees:

                         

                         

                         

                         

          108.

          THE FLICKERING RED LIGHT IS A SIGNAL LIGHT ON A TRAIN TRACK.
          He walks, with legs barely able to move. He climbs up the
          gravel to the train tracks and begins to walk...

          EXT. TRAIN TRACKS - PRE DAWN

          Jacob is walking on the train tracks in the direction of
          Marlena's train. He has walked all night and into the day.

          EXT. TRAIN TRACKS - A PENNSYLVANIA TOWN - DAY

          Jacob - beaten, bloodied, exhausted - looks up ahead:
          THE BENZINI BROS. TRAIN and THE BIG TOP TENTS already set up.

          EXT. CIRCUS GROUNDS - A PENNSYLVANIA TOWN - DAY

          It's pre-matinee. All the tents have been set up. The rubes
          are filling the grounds. The midway is packed with people.

          EXT. TRAIN - BEHIND THE CIRCUS GROUNDS - CONTINUOUS - DAY

          Nell is sitting by an open window fanning herself from the
          heat when she sees:
          Jacob wandering behind the back of the train where no one can
          see him....Nell watches as Jacob tries to reach the train,
          then falls unconscious.
          Nell quickly brings Barbara to the window. Barbara sees Jacob
          and immediately takes charge.
          Camera tracks Barbara and the girls through the windows, as
          they walk through the car...Barbara is organizing a plan with
          the girls.

          EXT. CIRCUS GROUNDS - CONTINUOUS - DAY

          Nell and two Coochie Girls hold their robes closed as they
          walk among the crowd. The Coochie girls head for Blackie and
          his security men...They talk to them to distract them.
          We see Nell approach Walter in full clown make-up doing
          tricks with Queenie for the crowd. Nell whispers to Walter.
          His expression tells us what we know.

                         

                         

                         

                         

          109.

          EXT. TRAIN - BEHIND THE CIRCUS GROUNDS - DAY

          Barbara and the Tattooed Man sneak to the fallen Jacob with a
          blanket. They turn him over, shocked by his condition.
          Jacob's eyes open - he's delirious.

                         BARBARA
          Poor Kid...Help me with him..

                         JACOB
          (delirious to Tattoo man)
          Don't you work the matinee?

                         TATTOOED MAN
          Not today. I'm fading. I gotta re-
          ink.

                         BARBARA
          Don't talk.
          Jacob nods. They cover him, pick him up and carry him off.

          INT. KINKO'S ROOM - TRAIN EN ROUTE - NIGHT

          Jacob opens his eyes. Walter is applying wet cloths to his
          head. Camel watches nearby. Jacob suddenly rises;

                         JACOB
          Marlena!!

                         WALTER
          Sshh. Lie back.

                         JACOB
          Where is she? Did he hurt her?

                         WALTER
          I don't know. Your pupils are two
          different sizes.
          Jacob pushes himself up onto his elbows but his world spins.

                         JACOB
          I have to get Marlena. What if he--

                         WALTER
          Jacob, look at me. You've got a
          concussion and you're on a moving
          train. There's nothing you can do.
          Marlena can handle him. She's done
          it for years...

                         

                         

                         

                         

          110.

                         JACOB
          I have to get her.

                         WALTER
          Jacob, you can't.

                         JACOB
          She's going to have a baby.
          Walter is stopped. Camel shakes his head.

                         WALTER
          Does August know?
          (Jacob shakes his head)
          What have you done to us?

                         JACOB
          We're going to Ringling. Me,
          Marlena. You can too.

                         WALTER
          I'm a fifth rate clown when second
          rate circuses are folding all over
          the place. Doesn't put me on top
          of Ringling's list. They've got a
          dozen of me in the wings. I
          couldn't even go if I wanted to.
          August won't pay anyone. Says the
          show's debts have to come first.
          First time in Benzini Bros history
          performers haven't been paid.
          People are starving out there,
          Jacob. In the United States of
          America. Starving. Where am I going
          to go?

                         CAMEL
          What about family? Like my son.
          Gotta have somebody...a mother.

                         WALTER
          Not a woman I have any use for.
          She's sold me to this outfit when I
          was 13.

                         CAMEL
          She sold you?

                         WALTER
          I'm not exactly cut out for farm
          work. Don't worry about me..

                         (MORE)

                         

                         

                         

                         

          111.

                         WALTER (CONT'D)
          ..If you and Marlena go, if August
          doesn't kill you first - I'll know
          what to do...I'll tell August how
          well I got to know you and how I
          can help him find you. Might even
          get myself a better room out of the
          bargain... It won't be anything
          personal, you understand.
          Beat. Each wants the other to survive at any cost.

                         JACOB
          Do whatever you have to, Walter.

                         WALTER
          You too, Jacob.
          They exchange a final look, which is a goodbye. Walter turns
          away from Jacob, holding Queenie to his chest.
          Camel looks compassionately at Jacob and says:

                         CAMEL
          Ya poor kid. The night this train
          passed ya...you shoulda kept on
          running, I guess.

          INT. KINKO'S ROOM - EN ROUTE - LATER THAT NIGHT

          Camel and Walter are snoring, asleep with their backs to
          Jacob. Queenie is asleep, nestled in Walter's arms.
          Jacob struggles to raise himself up. His world spins. He
          holds tight to the bedroll, until the spinning subsides.
          Jacob is a man with a mission. His eyes focus on: Walter's
          Knife, sticking out from beneath Walter's pillow.

          EXT. ROOF OF TRAIN - EN ROUTE - NIGHT

          The train is moving fast. The rain has returned.
          Jacob is making his way towards the back of the train, as it
          moves forward. He holds the knife in his mouth...moving like
          a tightrope walker over the wet train roof, as rain pours.
          When he reaches the car's end, he takes a deep breath. With
          all his strength, he leaps across the divide between the cars
          and lands, clinging to the top rail, panting like a dog.

                         

                         

                         

                         

          112.
          He removes the knife from his mouth, having cut his lip. He
          licks the blood back and replaces the knife, this time
          keeping his lips retracted.

          JACOB MAKES HIS WAY ACROSS SIX CARS...LEAPING FROM CAR TO CAR

          BY LANDING ON THE ROOF, GETTING TO HIS KNEES THEN TO HIS FEET

          AND MOVING ON TO THE NEXT...


          EXT. ATOP MARLENA AND AUGUST'S STATEROOM CAR - NIGHT

          Jacob leaps to the roof of Marlena and August's car. At this
          moment, the train is making a curve.
          Jacob climbs down over the side ladder. Beyond him, we see:

          THE TRAIN IS TRAVERSING OVER A TRESTLE, FORTY YARDS ABOVE THE

          BOULDERS OF A RIVERBANK ILLUMINATED BY MOONLIGHT.
          Jacob jumps to the platform. He can see the rocky waters far
          below the trestle. He catches his breath and waits, as the
          train straightens out onto land again.
          Jacob turns the knob of the door to the stateroom, slowly,
          hearing a click, pausing, then opening it.

          INT. MARLENA AND AUGUST STATEROOM - CONTINUOUS - NIGHT

          Jacob enters the stateroom, leaving the door open. He creeps
          towards the velvet curtain which is closed. He grips the
          knife. When he reaches it, he pulls the edge and peeks
          inside.
          August is asleep on his side, his arms locked around Marlena,
          who is awake facing the curtain.
          Jacob and Marlena's eyes meet. She sees the knife in his hand
          August suddenly moves, pulls Marlena closer to his chest,
          burying his face in her neck.
          Jacob steps forward, raising the knife. His hands tremble.
          The moonlight glints off the blade, throwing off light.
          Marlena is looking up at him, tears in her eyes. She subtly
          shakes her head "NO"...She doesn't want him to do this.
          Jacob's hands are shaking now. The knife gripped in his hand.
          He wants to rescue her, he's so close. We hold the moment...
          Marlena's expression convinces Jacob not to do it...not to
          cross that line and kill August.

                         

                         

                         

                         

          113.
          Defeated, Jacob kneels beside her and hangs his head. Marlena
          reaches out to touch him...this time she really is saying
          goodbye. But Jacob can not bear it. He looks at her for the
          last time, then rises and exits.

          INT. RING STOCK CAR - EN ROUTE - LATER THAT NIGHT

          Jacob returns to the ring stock car, hopping down from the
          roof. The Horses are stirring, agitated. He calms them...
          And then Jacob sees: the door to Walter's room is open. He

                         APPROACHES;

                         JACOB
          Walter? Camel?

          INT. KINKO'S ROOM/ RING STOCK CAR - CONTINUOUS - NIGHT

          Jacob enters to find the room in a shambles. A terrible
          realization comes over him:
          Walter and Camel are gone. They have been red-lighted.

                         JACOB

          WALTER! CAMEL!!
          He finds Queenie, shaking with fear curled in a ball. He
          takes her in his arms. Jacob panics.

                         JACOB (CONT'D)
          No..no..no..no....!!!!
          With Queenie, he rushes back into the ring stock car...he
          checks everywhere calling out their names. He stops at the
          open stock car door. The rain continues to fall. Jacob
          collapses, holding Queenie to his chest. Tears fill his eyes
          as he tries to hold it together, looking out the moving
          train, his worst nightmare realized.

          POV; IN THE DISTANCE, THE TRESTLE THE TRAIN PASSED OVER

          JACOB (V.O.) (CONT'D)
          I wanted to believe taking Walter's
          knife didn't make a difference. But
          still. I left him without a
          fighting chance. Maybe they
          survived. Maybe they were tossed
          over grassy land...I couldn't let
          myself believe what I already knew.
          Jacob falls apart, crying without shame.

                         

                         

                         

                         

          114.

          EXT. CIRCUS GROUNDS - ALTOONA, PA - LATE MORNING

          A sunny day. The circus is completely set up. Townsfolk,
          rubes, are already buying tickets for the matinee.

          JACOB (V.O.)
          I waited almost til matinee time so
          I could let myself be seen by as
          many people from town.

          EXT. RING STOCK CAR - CONTINUOUS - ALTOONA, PA - LATE MORNING

          Jacob opens the ring stock car and jumps out, holding
          Queenie. He hasn't slept all night.
          As he walks through the circus grounds, working men like Greg
          and performers like Barbara are shocked to see him alive.
          With a fool's courage, he brazenly walks past Blackie and his
          men, cutting a path through performers and working men, right
          up to August, who stands with Earl at his side. He is dressed
          and ready for the matinee's performance.
          Jacob stops and they exchange looks. August glances at
          Queenie in Jacob's arms. He says nothing.

                         JACOB
          I'm not here to cause any trouble.
          I'm leaving.

                         AUGUST
          Funny, I thought you already left.

                         JACOB
          I'd like to say goodbye. To the
          menagerie. Just a few minutes and
          then I'll go.
          August's eyes narrow. Earl waits for the outcome.

                         JACOB (CONT'D)
          There's nothing more you can do to
          me. Killing me'll be more trouble
          than it's worth, now that the rubes
          have seen me. You were right about
          me from the start August, when you
          said I wouldn't last...I can't
          survive here...

                         (THEN)
          I am nothing.

                         

                         

                         

                         

          115.
          August feels victorious and therefore benevolent.

                         AUGUST
          Earl, take him to the menagerie.
          Thirty seconds. Then escort him out
          of my circus, into Altoona. And if
          he comes back, you can shoot him,
          as that is within our lawful rights
          with regards to trespassers.
          August walks away. Earl escorts Jacob to the menagerie. On
          the way, they pass Barbara. Jacob pauses to hand Queenie to
          her. She has tears in her eyes. Jacob continues with Earl.

          INT. MENAGERIE TENT - MOMENTS LATER - ALTOONA, PA - DAY

          Jacob enters alone. He takes in all the animals who look back
          at him. He crosses to Rosie and stands before her. Her trunk
          greets him, stroking him. He presses his head against her.
          Rosie comforts him. It makes Jacob fall apart all the more...
          After a few moments, Jacob turns and walks away. He stops in
          the center of the menagerie. He looks at each animal in their
          den - in the same way as when he first met them - this time
          saying goodbye.
          Each animal is at the front of it's den or cage, looking at
          Jacob. There is a silent exchange between them. Earl enters.

                         EARL
          Come on kid.
          When Jacob starts to exit again, something happens:

          ALL THE ANIMALS BEGIN BANGING AGAINST THEIR CAGES AND SHAKING

          THEIR BARS OR STOMPING THEIR FEET, SCREECHING OR ROARING OR

          BELLOWING, AS IF IN PROTEST OF THEIR JACOB'S DEPARTURE.
          The lock on Rex's cage busts a little as he rams against it.

          EXT. SIDESHOW TENTS/MIDWAY - ALTOONA, PA - DAY

          As Earl escorts Jacob, they walk against the tide of audience
          members walking to the Big Top entrance. Earl speaks low.

                         EARL
          It's good you're going. They must
          have known you got back on the
          train last night. He tossed more
          than half a dozen working men.

                         (MORE)

                         

                         

                         

                         

          116.

                         EARL (CONT'D)
          Kinkers never get tossed. Never. So
          that was meant for you.
          We hear the GOUNOD WALTZ starting in the Big Top.

                         EARL (CONT'D)
          A few of the guys that got tossed
          caught up with us again.

                         JACOB
          Walter! Is he---?
          Instantly, Earl's expression tells Jacob it's bad news.
          Jacob's breathing almost stops as he listens;

                         EARL
          Keep walking...They got tossed off
          the trestle, if you can believe it.
          Camel's head hit the rocks. He died
          right away...
          Jacob is heartbroken and dreads what he's about to hear. Earl
          pauses for a beat...this part is harder to tell:

                         EARL (CONT'D)
          ...Walter...Walter's legs were
          smashed up real bad..They had to
          leave him.

                         (BEAT)
          They don't reckon he lasted the
          night.
          Jacob is in shock. He can barely walk on...

                         EARL (CONT'D)
          The ones that came back...Bill...
          Grady.. I don't know how but, one
          way or another they're taking down
          August tonight.
          Hearing this, Jacob stops to face Earl.

                         JACOB
          Why are you telling me?
          Earl can not find the words: it's clear the killing of these
          men does not sit well with him.

          SUDDENLY, WE HEAR THE BIG TOP MUSIC COME TO A CRASHING HALT,

          FOLLOWED BY AN UNGODLY COLLISION OF BRASS THAT FINISHES WITH

          A CYMBAL'S HOLLOW CLANG.
          Earl shifts his focus - he's alarmed.

                         

                         

                         

                         

          117.

                         JACOB (CONT'D)
          Earl, what was that?
          All the performers and work men on the midway are on alert.

          WE HEAR THE BIG TOP BAND START PLAYING AGAIN...THIS TIME IT'S

          "STARS AND STRIPES FOREVER".

                         EARL
          Oh Christ! Oh Shit...
          Earl runs back towards the Big Top.

                         JACOB
          What is it?

                         EARL
          The Disaster March!
          Everyone with the show barrels towards the Big Top when Greg
          appears amongst them and calls to Jacob:

                         GREG

          JACOB! IT'S THE MENAGERIE!! THE

          ANIMALS ARE LOOSE.

          JACOB RUNS THROUGH THE PANICKED CROWD, THE GROUND RUMBLING

          BENEATH HIS FEET...THE SOUNDS OF HOOVES ON HARD DIRT.

          INT. MENAGERIE TENT - CONTINUOUS - NIGHT

          Jacob shoots through the tent flap and is immediately flung
          up against the sidewall as:

          THE YAK THUNDERS PAST HIM, HIS HORN INCHES FROM JACOB, THE
          HYENA ON HIS BACK. Jacob looks to the menagerie and faces;

          A FULL FLEDGED STAMPEDE:

          - ALL THE ANIMAL DENS ARE OPEN.

          - CREATURES OF EVERY SORT...CHIMP, ORANGUTAN, LLAMAS, ZEBRA,

          LION, GIRAFFE, CAMEL AND HORSES... RUN IN A MAD TERROR AS

          THEY SCREECH, SCREAM, SWING, WHINY AND ROAR...

          - MONKEYS ARE SWINGING ON ROPES, SLITHERING UP POLES

          - THE CENTER CONCESSION STAND IS CRUSHED UNDER FOOT.

          - A TOWERING POLAR BEAR SLASHES WITH HIS SKILLET-SIZED PAWS,

          MAKING CONTACT WITH THE LLAMA, KNOCKING IT FLAT.

                         

                         

                         

                         

          118.
          Jacob is scanning the tent for Marlena when:

          - THE ORANGUTAN RUNS THROUGH THE STAMPEDE DIRECTLY TO JACOB

          AND CLUTCHES ONTO JACOB'S LEG. JACOB MOVES TO PICK HER UP

          WHEN BOBO SWINGS FROM A ROPE AND JUMPS ONTO JACOB'S BACK.
          Jacob manages to hold Bobo in one arm and the Orangutan in
          the other as his eyes sweep the tent, searching for Marlena:
          Then Jacob sees - THE PANTHER MAKES IT'S WAY THROUGH THE

          CONNECTED WALKWAY TO THE BIG TOP AUDIENCE.

          - SECONDS LATER, AUDIENCE SCREAMS OF TERROR ARE HEARD. THE

          CROWD EXPLODES THROUGH THE BIG TOP, TRAMPLING OVER FELLOW

          AUDIENCE MEMBERS...THEY CHARGE INTO THE MENAGERIE ONLY TO

          FACE THE STAMPEDE..

          - THE MASS OF ANIMALS CHANGE DIRECTIONS AND THERE IS AN INTER-

          SPECIES FLOCK; LIONS, LLAMAS AND ZEBRAS RUNNING SIDE BY SIDE

          WITH THE CHIMPS AND ORANGUTANS..A HYENA SHOULDER TO SHOULDER

          WITH A TIGER...TWELVE HORSES AND A GIRAFFE WITH A SPIDER

          MONKEY ON IT'S NECK...THE POLAR BEAR NOW ON ALL FOURS,

          CHARGING...ALL OF THEM HEADING FOR THE CROWD OF PEOPLE...

          - THE CROWD SHIFTS, RIOTING BACK INTO THE BIG TOP. CLOGGING

          THE ENTRANCE...PEOPLE BANGING ON THE BACKS OF THOSE IN FRONT

          OF THEM..

          - THE CLOG BURSTS. PEOPLE AND ANIMALS FLEE IN EVERY

          DIRECTION...

          - A BENGAL TIGER FORCES ITSELF BETWEEN A WOMAN'S LEGS,

          SWEEPING HER TO THE GROUND...
          Searching and dodging animals, Jacob sees a flash of pink
          sequins. He sees August with Marlena standing beside him, in
          front of Rosie.

                         JACOB

          MARLENA!
          Marlena sees Jacob and makes a run for him, but August
          quickly grabs her arm and flings her to the ground. She falls
          out of view from Jacob.
          Jacob runs to them, dodging the fleeing animals, when
          suddenly: A BULL HOOK FLIES FROM OUT OF THE AIR ACROSS THE
          ANIMALS AND PIERCES JACOB'S SHOULDER. He cries out.
          Rosie cries out. She begins to stamp her feet. Marlena lies
          with her face in the dirt, crawling beneath the ropes to get
          under Rosie for safety.

                         

                         

                         

                         

          119.
          August pulls Jacob with a new bull hook, tossing him the
          ground. August glares at him, his eyes full of rage;

                         AUGUST

          YOU! YOU DID THIS!!
          He attacks but Jacob dodges the next blow, grabbing onto the
          bull hook and twisting it with such strength, it topples
          August who refuses to let it go...
          JACOB AND AUGUST FIGHT SAVAGELY, AMIDST THE STAMPEDE. Like
          madmen fighting with the intention to kill.
          Jacob unleashes a rage and a strength we have yet to see in
          him, as he beats August without mercy...
          But August manages to overpower Jacob, unleashing his own
          maniacal fury. By taking advantage of the bull hook wound,
          August gets Jacob into a death grip around his neck.
          Marlena screams out, unable to help as animals stampede
          around the two men locked in combat.
          Only Rosie, who towers above them, knows what to do.
          Jacob, choking under August's grip, looks up at Rosie. She
          raises her trunk to smile at him. Jacob looks down and sees
          that ROSIE'S STAKE HAS BEEN PULLED OUT OF THE GROUND.
          Jacob fights August to breathe as Rosie reveals she is
          holding the stake loosely, resting it's end on the dirt. The
          chain still attached to her foot.
          Jacob flips himself which forces August to turn his back on
          Rosie in order to keep his grip on Jacob.
          Marlena covers her head in her arms, not wanting to see.
          Jacob can not breathe..August is squeezing the life from him

                         AS:
          Rosie lifts the stake as if it weighs nothing and brings it
          down onto August, splitting his head in one clean move. She
          continues to hold the stake until August topples forward,
          dead, his skull opened like a hardboiled egg..
          Released of August, Jacob rolls himself under the ropes just

                         BEFORE:

          A HERD OF ZEBRAS RUN PAST, CRUSHING AUGUST BENEATH THEM.

                         

                         

                         

                         

          120.
          Rosie then slides the stake back to the ground. Marlena, head
          hidden under her arms, sees nothing. The menagerie is clear
          of the stampeding animals.
          Marlena lifts her head up from beneath her arms, remaining
          under Rosie. She sees August lifeless body. She looks to
          Jacob. He rises, bloodied and beaten, but alive.
          WIDE ANGLE: The empty menagerie except for: Jacob standing,
          Marlena under Rosie and the two monkeys inspecting August's
          dead body.

          EXT. RESTAURANT - ALTOONA, PA - DAY

          The polar bear is walking calmly down main street.

          JACOB (V.O.)
          It took days to round them up. Some
          we never did get back.

          INT. HOUSE - CHILDREN'S ROOM - ALTOONA, PA - DAY

          Two Children are delighted that a GIRAFFE is eating from
          their second story window.

          INT. RESTAURANT - ALTOONA, PA - DAY

          Camera discovers a DISHWASHER and REX THE LION, both
          quivering, huddled opposite each under beneath a sink.

          JACOB (V.O.)
          I don't know who was more scared -
          the rubes or the animals.

          EXT. NESCI BROS. TRAIN - CIRCUS GROUNDS - ALTOONA, PA - DAY

          THE NESCI BROS. CIRCUS TRAIN is pulling up alongside the
          "ghost town" of the Benzini Bros - the ruins of the circus
          are highlighted by strong winds blowing up dust and dirt.

          JACOB (V.O.)
          When the Nesci Bros. Circus showed,
          we were officially belly up.
          A MAN SCREAMS after unrolling a canvas and making a discovery
          inside. A crowd forms. When Jacob reaches it, he sees:

          BLACKIE, DEAD, WITH A MAKESHIFT GARROTTE AROUND HIS NECK.

                         

                         

                         

                         

          121.

          INT. MENAGERIE TENT - ALTOONA, PA - DAY

          DICK NESCI and the Sheriff fight with Jacob over Rosie...

                         SHERIFF
          ...These animals are now the
          property of Altoona and we're here
          to sell them to Mr. Nesci.

                         JACOB
          Not all of them! Some of these
          animals are mine, like this bull.

                         DICK NESCI
          Do you have any proof?
          Jacob is stalled. Greg appears.

                         GREG
          He's right. He's just an elephant
          tramp. The bull is his.

                         JACOB
          You don't want her anyway. She
          can't do anything. Dumb as a box of
          peanut shells.
          Skeptical, Dick Nesci steps up to Rosie.

                         DICK NESCI
          What's her name?

                         JACOB
          Gertrude.
          Jacob and Rosie exchange eye contact. Nesci is skeptical.

                         DICK NESCI
          Gertrude! Gertrude, step up! UP!
          Rosie blows and swings her trunk, throwing dirt across the
          people around her.
          Dick Nesci takes the bull hook and prods under her leg,
          ordering her UP! Rosie just swings her ears and sniffs Dick
          Nesci with her trunk. Then checks his pockets for treats.
          Jacob exchanges a look with Rosie.

                         

                         

                         

                         

          122.

          EXT. CIRCUS GROUNDS - ALTOONA, PA - LATER - DAY.

          Jacob is walking Rosie, holding the Orangutan, with Bobo
          atop Rosie. Through the wind and dust, they look for Marlena.

          FROM OUT OF A WALL OF WIND BLOWN DUST APPEARS MARLENA AND SIX
          OF HER BLACK AND WHITE HORSES. Marlena looks spent - shocked,
          relieved, tearful, hopeful. She reaches Jacob.

                         MARLENA
          What happens now?

                         JACOB
          I wish I knew.
          Marlena exhausted, eases into Jacob's arms. It's over.
          WIDE ANGLE: Jacob and Marlena and their animals, as the giant
          tent of the Benzini Bros. Big Top falls to the ground.

          INT. CHARLIE'S TRAILER - PRESENT DAY - NIGHT

          Jacob is finishing his story. Charlie is enthralled. The
          first bottle of scotch is gone. The second half full.

                         JACOB
          I convinced my dean to let me take
          my finals. Marlena was right. With
          my degree, our animals and
          Marlena's acts, Ringling got a
          sweet deal. Our son was born our
          first season. We named him Walter.
          He spent the first seven years of
          his life with Ringling.

                         (BEAT)
          That's why I...I just can't
          understand how he forgot to show up
          today.
          (His eyes glitter

                         CHILDLIKE)
          There was a circus in town.
          Charlie understands. He looks affectionately at Jacob.

                         JACOB (CONT'D)
          By the time our third son came,
          we'd had enough. Rosie was tired.
          (Charlie smiles. )
          Luckily, the vet at the Albany Zoo
          dropped dead, so I got the job.

                         (MORE)

                         

                         

                         

                         

          123.

                         JACOB (CONT'D)
          We bought some property so we could
          keep the horses...Rosie...then five
          kids...Bobo and that
          Orangutan...Never named that
          Orangutan. Nothing ever sounded..
          elegant enough for her. Just called
          her Ma'am.
          (Smiles with great joy)
          Man oh man that was...that was a
          life, boy, I'll tell ya...
          Charlie smiles, appreciating this old man's big life.

                         JACOB (CONT'D)
          And then before you know it, the
          kids are borrowing the car and
          moving out. Marlena and I on our
          own again...until she passed.
          This moment causes Jacob to pause. He still loves her.

                         JACOB (CONT'D)
          I never told Marlena it was Rosie
          who got August. I didn't want her
          to know. When Rosie passed on, she
          cried for days. I owe that bull my
          whole life...my kids, everything..
          A KNOCK. Charlie peeks through the window and sees a COP:

                         CHARLIE
          It's the heat.

                         JACOB
          They're here for me.
          Charlie and Jacob exchange a look. Charlie understands.

          INT/EXT. TRAILER DOOR - MOMENTS LATER - NIGHT

          Charlie opens the door to greet a LOCAL COP.

                         CHARLIE
          Hi Officer, can I help you?

                         COP
          Yes, I'm hoping you can. An elderly
          gentleman went missing from the
          nursing home down the street. Staff
          seems to think he came here.

                         

                         

                         

                         

          124.

                         CHARLIE
          We had a lot of folks from the home
          today. But no, I haven't seen him.
          The Cop peers past Charlie and sees Jacob.

                         COP
          Excuse me, but who is that?

                         CHARLIE
          (Pause, then)
          Oh....that's my Dad.
          The Cop is suspicious. Charlie covers:

                         CHARLIE (CONT'D)
          He can't talk. Had a major stroke a
          few years back. But he's doing
          well. Ain't ya Pop?
          Understanding the ruse, Jacob starts to play the part of a
          stroke victim: he opens his mouth, his jaw quivers. He
          reaches for his glass with a shaking arm. Charlie helps him.
          Jacob holds out his tongue like a parrot's as Charlie helps
          him drink. The Cop watches with a blank expression. Jacob
          swallows and nods speechless, smiles and manages to drool.
          Beat. The Cop wonders. Then, pulling out his card:

                         COP
          OK, well, thanks for your time.
          Here's my number in case you hear
          of anything. Sorry to bother you.
          The Cop exits. Charlie returns to sit opposite Jacob. They
          consider this unspoken proposal:

                         JACOB
          You sure about this?
          Beat as Charlie pours another shot. Then:

                         CHARLIE
          I wonder if we can get you into the
          book of records. "Oldest man who
          ever ran away with the circus".

                         JACOB
          Nah, I'm not running away. Just
          coming home.

                         

                         

                         

                         

          125.

          INT. MENAGERIE TENT - PRESENT DAY - NIGHT

          Old Jacob uses his walker to enter the menagerie. He moves to
          each animal meeting his eyes with theirs. Each animal gives
          him a look of acknowledgment.
          He comes to an ORANGUTAN...younger than the one from his
          Benzini days. Jacob stops. He steadies himself.
          Jacob lets go of the walker and reaches his arm out to the
          Orangutan's cage.
          The Orangutan studies him for a moment. Judging.
          Jacob keeps his arm extended, which isn't easy for him.
          The Orangutan then extends his hand through the bars to
          Jacob's hand.
          Jacob's fingers entwine around the Orangutan's hand. They
          hold for a moment. Jacob smiles.

                         JACOB
          Thank you, Ma'am.

                         THE END





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