State and Main (2000)
by David Mamet.
More info about this movie on imdb.com

FADE IN:

EXT. FIREHOUSE - DAY

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

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

EXT. STATE AND MAIN - INTERSECTION - DAY

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

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

               MORRIS
     You hear that?

               SPUD
     Yes, I hear it.

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

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

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

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

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

               DOUG
     Who's that?

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

               SPUD
     What was wrong with the old traffic
     light?

INT. COFFEE CORNER - DAY

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

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

               ANN
     Morning, darling.

               DOUG
     Morning.

               CARLA
     Hi, Annie.

Ann hands Carla a poster.

               ANN
     Morning, Carla.

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

               MORRIS
     ...the damn thing...

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

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

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

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

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

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

               ANN
     We'll work it out.

               JACK 
     What're they talking about?

               ANN
     Traffic light.

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

               DOUG
     Thank you, Jack, and...

               JACK
     But we got to talk about the pothole.

               DOUG
     Jack...

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

Outside the front booth, on the street, the airport van
cruises by.
 

 EXT. STATE AND MAIN - DAY

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

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

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

               TOWNSMAN
     Thanks, Doc...

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

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

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

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

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

               WALT
     You told me that about the last town.

               BILL
     Yeah, but they never made a movie here.

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

               BILL
     ...why am I here?

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

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

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

ANGLE:

INT. THE AIRPORT VAN - CONTINUOUS

UBERTO is asleep.  Bill wakes him up.

               UBERTO
     Where are we?

               WALT
     Givvem a cigarette...

Uberto comes out of the car and squints around.

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

               BILL
     They're holding our Old Mill for ransom.

               UBERTO
     We build it?

               BILL
     We don't have to build it.

He shows Uberto the brochure.

               UBERTO
     We build the fire hut?

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

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

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

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

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

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

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

INT. TAVERN INN LOBBY - DAY

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

               SCOTT
     May I help you?

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

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

               SCOTT
     Would you like a room?

               BILL
     Na, we wanna rent the whole hotel.

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

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

               BILL
         (carrying Waterford plate)
     Waterford, Vermont.

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

               BILL
     I will.

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

Walt carries the shuffleboard stick over his shoulder.

INT. WALT'S OFFICE - NIGHT

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

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

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

               BILL
     ...they run on water.

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

He gestures for Bill who hands him the storyboards.

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

               CARLA
     It's night.

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

ANGLE

Scott enters.

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

               BILL
     What...?

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

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

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

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

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

               WALT
     That's cor...

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

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

               BILL
     14-year old girls.

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

INT. PROD. OFFICE - WAITING ROOM - DAY

INSERT FRONT PAGE

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

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

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

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

Carla brushes past them.

               CARLA
     Hi, Mr. Bailey...

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

               WALT
         (from inside)
     What?  What is it?

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

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

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

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

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

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

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

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

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

ANGLE ON

Storyboards of firehouse scene.

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

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

Carla enters.

               WALT
     Aren't you ever in school?

               CARLA
     There's other things to be learned.

               WALT
     Izzat so?

               CARLA
     The Mayor's outside.

               WALT
     What's his name?

               CARLA
     Mr. Bailey.

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

EXT. WALT'S OFFICE - DAY

Joe reading the Burlington Banner.  He stands up.

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

Walt and Mr. Bailey enter Walt's office.

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

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

ANGLE 

Interior Walt's office.

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

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

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

               MAYOR
         (of cigars)
     Aren't these illegal?

               WALT
     Why would they be illegal?

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

Pause.

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

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

               MAYOR
     ...not at all...

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

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

               WALT
     ...the city council...

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

               WALT
     ...it is?

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

               WALT
     George, that is so kind of you.

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

He hands an invitation to Walt.

               WALT
     Are you kidding me?  We would be
     delighted.

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

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

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

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

Walt starts for the phone.

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

Mayor leaves the office.

               BILL
     It's Marty on the Coast.

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

Walt goes to the phone.

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

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

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

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

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

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

He hangs up.  Pause.

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

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

               FIRST A.D.
     It burnt down.

               BILL
     When did it burn down?

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

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

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

ANGLE IN

Debris by some water.

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

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

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

BEAT

Joe White, the WRITER, enters.

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

               JOE
     Hi.

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

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

               WALT
     We can't shoot the Old Mill.

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

               BILL
     The Mill burnt down.

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

               BILL (CONT'D)
     Wonderful scr...

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

               WALT
     We're out of money.

               JOE
     You built an Old Mill in New Hampshire.

               BI
     They're holding it for ransom.

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

PAUSE  

The phone rings.

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

               JOE
     I can't write it.

PAUSE

               JOE (CONT'D)
     I lost my typewriter.

               WALT
     Grace: get Mr. White a typewriter.

               JOE
     I can only write on a manual.

               WALT
     I know the feeling.

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

               WALT
     Grace...

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

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

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

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

               BILL
         (looking at the resume)
     Fifteen hands.

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

               BILL
     This horse is booked.

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

ANGLE ON

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

ANGLE HIS POV

INSERT THE SCRIPT

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

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

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

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

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

               JOE
     What's an associate producer credit?

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

Scott in an argument with an electrician.

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

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

               SCOTT
     This isn't Evian Water.

               DELIVERY MAN
     It's water.

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

               ELECTRICIAN
     ...she's going to blow.

               SCOTT
     Well, you re-wire...

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

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

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

               GIRL P.A.
     I found lilacs!

               SCOTT
     Wonderful, that's...

Joe the writer enters, goes up to the desk.

               JOE
     Did they find...

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

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

ANGLE POV

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

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

The teenagers retreat.

               BOB
     Hello, I'm...

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

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

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

               ELECTRICIAN
     ...I'm working.

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

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

First A.D. walks through the lobby.

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

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

               FIRST A.D.
     That's right.

               BOB
     You know who the father is?

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

               BOB
     That could be.

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

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

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

               CHUCKIE
     Mr. Barrenger, I...

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

Barrenger brushes him aside.

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

               CHUCKIE
     Baseball.

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

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

               BOB (CONT'D)
     Chuckie...

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

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

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

INT. COFFEE CORNER - DAY

ANGLE INS.

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

               CARLA
     Coffee Corner.

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

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

ANGLE ON

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

               MORRIS
     He's going to get that calf.

               SPUD
     Mmm...

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

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

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

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

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

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

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

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

               ANN
     Water or mineral deposits.

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

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

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

               CARLA
     I think that they're nice.

               ANN
     I'm sure they are.

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

               SPUD
     Communism's over.

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

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

               JACK
     I want you home by Nine.

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

She gets up.

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

INSERT

An article of Bob Barrenger.

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

ANGLE

Interior Coffee Corner.

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

               ANN
     After Drama Group.

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

               DOUG
     Go you Huskies.

He starts to exit and turns back.

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

               ANN
     What is it, a surprise?

               DOUG
     That's right.

They exit.

               MORRIS
     She coulda done better than him.

               SPUD
     It takes all kinds.

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

We hear the TRAFFIC LIGHT beeping from the street.


EXT. BOOKSHOP - DAY

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

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

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

INT. BOOKSTORE - DAY

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

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

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

She hangs up.

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

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

She picks up half-knitted sweater off computer.

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

               JOE
     I need a 
 		  
 		  .

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

He has picked up a typewriter, old, manual.

               JOE
     I want to rent this one.

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

               JOE
     I have one, but they lost it.

               ANN
     Who?

               JOE
     The people in New Hampshire.

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

               JOE
     Well, it had sentimental value.

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

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

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

               JOE
     You haven't heard of it.

               ANN
     What's it called?

               JOE
     "Anguish."

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

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

He looks up.

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

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

               MAUDE
     Afternoon, Ann.

Ann takes down a book from a shelf.

               ANN
     Maude, this man wrote this play!

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

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

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

               ANN
     What're you doing here?

               JOE
     Writing the movie.

               MAUDE
     You're writing a movie...

               JOE
     Yes.

               MAUDE
     What's it about?

               JOE
     It's about the quest for purity.

INT. WALT'S ROOM - DAY

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

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

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

               WALT
     What else?

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

Knock on the door.

               WALT
     Come in.

Joe enters.

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

               JOE
     I grew up on your mov...

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

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

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

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

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

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

               BOB
     Tell it with...

               WALT
     Tell it with pictures.

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

               WALT
     We've got four days to...

As Bob talks, he exchanges glances with Carla.

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

               WALT
     She's a...

               BOB
     She's a waitress.

               WALT
     What...

               BOB
     What I...

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

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

               WALT
         (to Carla)
     You can go...

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

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

               BOB
     No, you're absolutely...

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

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

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

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

               CLAIRE
     I just...

               WALT
     Claire, Bob Bar...

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

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

               BOB
     How'd you like working with Richard
     Hill?

               CLAIRE
     I loved it, he...

               BOB
     Isn't he...

               CLAIRE
     It's...

               WALT
     We're just talking about the...

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

               WALT
     No, no...please...

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

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

               WALT
     This is Joe White.

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

Pause.

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

PAUSE

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

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

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

               WALT
     Yeah.

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

               WALT
     Yes, yes, but...

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

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

PAUSE

EXT. STATE AND MAIN - DAY

ANGLE ON

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

               ANN
         (of typewriter)
     All ready to go?

He nods.  Looks down at her posterior.

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

               ANN
     I beg your pardon?

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

               JOE
     I quit.

               ANN
     You quit.

               JOE
     I quit the movie.

               ANN
     Why did you quit?

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

               ANN
     Don't be so hard on yourself.

               JOE
     I just got kicked off my first movie.

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

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

               ANN
     It's in your play.

She holds up "Anguish."

               JOE
     You like my play.

               ANN
     Yes. 

               JOE
     Why?

               ANN
     It's about life.

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

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

They stop by the park bench.  

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

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

The cop, CAL, passes.

               CAL
     Evening, Annie.

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

               JOE
     I...

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

               JOE
     It's...

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

               ANN
     It's okay...

They walk on.

EXT. SPORTING GOODS STORE - DAY

The OWNER is closing up.

               OWNER
     Evening, Annie.  See you at rehearsal.

               ANN
     You know your line?

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

               ANN
     Go you Huskies.

He walks away.

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

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

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

She gestures at the Firehouse.

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

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

               JOE
     But why the dalmation?

               ANN
     It was either that, or a sardine.

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

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

               JOE
     That's true.  You grow up here?

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

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

               JOE
     Nice town.

BEAT.  He gets a bit choked up.

               ANN
     You want to talk about it?

Joe shakes his head.  They walk off.

EXT. RAILROAD CROSSING - DAY

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

               ANN
     Yes.

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

               ANN
     Yes...

               JOE
     But, but but but...

               ANN
     No, no, I see...

               JOE
     That: in an act of...

               ANN
     Yes...

               JOE
     Of mercy...off...

               ANN
     I understand...

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

               ANN
     As the Old Mill goes around...

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

               ANN
     Of course.

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

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

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

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

               ANN
     Well.  It was a pleasure meeting you.

               JOE
     And likewise.

               ANN
     Goodbye.

               JOE
     Goodbye.

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

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

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

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

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

               ANN
     That whole...

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

EXT. ANN'S HOUSE - DUSK

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

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

               ANN
     Everyday things...yes.

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

               ANN
     I live there.

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

               ANN
     Surest thing you know.

PAUSE

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

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

They walk onto the porch and sit on the swing.

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

               ANN
     ...I always thought so...

They swing back and forth.  The swing creaks.

               JOE
     ...such a pleasant sound.

               ANN
     Mmm.

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

               ANN
     Yes...

               JOE
     ...that.

Doug walks up.

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

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

               JOE
     Sa pleasure.

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

               ANN
     ...who...?

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

               ANN
     Mister White is...

Doug, as he takes Ann toward the door.

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

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



INT. TRAIN STATION - NIGHT

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

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

               JOE
     What happened in 1973?

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

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

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

PAUSE

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

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

PAUSE

               JOE
     I want to make a good film.

               WALT
     I know you do.

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

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

               JOE
     Um, no.

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

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

               JOE
     I don't drink.

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

EXT. BOOKSTORE - DAY

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

ANGLE ON

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

               DOUG
     What, what what are you doing here?

               ANN
     Yes, that's right.

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

               ANN
     What are they offering?

               DOUG
     Ten thousand dollars.

               ANN
     That's so beautiful...

               DOUG
     I beg your pardon?

Ann gestures at the script.

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

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

INT. MAYOR'S HOME - DAY

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

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

               MAYOR
     ...not the Lazyboy...

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

               CAL
     Hi, Sherry...

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

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

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

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

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

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

Doug enters.  Cal exits carrying a pinball machine.

               CAL
     Hi Doug.

               DOUG
     Cal.  I want a city council meeting.

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

               DOUG
     Main Street.

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

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

EXT. PARK - DAY

Joe walks up.  Ann is standing there.

               JOE
     Hi.

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

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

               ANN
     You're still here.

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

               ANN
     I love your script.

PAUSE

               JOE
     What?

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

               ANN
     See you at rehearsal tonight?

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

Postman exits.

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

               ANN
     You'd know better'n me.

               JOE
     How can you say that?

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

               JOE
     I can?

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

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

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

INT. PROD. OFFICE - DAY

Sign reads THREE DAYS till shoot.

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

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

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

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

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

               WALT
     I have no wife.

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

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

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

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

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

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

               WALT
     Why?

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

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

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

               WALT
     I don't care.  Fix it.

He goes into comfab with the costume designer.

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

               COSTUME DESIGNER
     Yes.

               WALT
     Did she throw up?

               COSTUME DESIGNER
     That isn't very nice.

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

               COSTUME DESIGNER
     I can't tell.

               WALT
     Why not?

               COSTUME DESIGNER
     She won't stop crying...

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

               FIRST A.D.
     Towns out of Lilacs.

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

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

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

               COSTUME DESIGNER
     She's got "religion."

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

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

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

BEAT.  He motions his entourage to stand back.

INT. PROD. OFFICE - WASH ROOM - CONTINUOUS

He enters the room. CAMERA FOLLOWS.

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

PAUSE.  Claire MUMBLES.

               WALT (CONT'D)
     What...?

               CLAIRE
     I can't do it, Walt.

               WALT
     You can't do what?

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

               WALT
     Forget the contract.  Claire.  What is
     it?

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

               WALT
     I know that...

               CLAIRE
     Is...is the MOVIE!

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

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

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

               WALT
     ...no, they don't.

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

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

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

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

               CLAIRE
     I...I...

               WALT
     Who are these from?

               PROD. ASST.
     Marty.

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

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

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

               CLAIRE
         (pause; softly)
     What?

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

               CLAIRE
     ...I...

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

Claire nods, breaks into sobs.

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

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

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

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

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

               CLAIRE
     Wally...

               WALT
     I know, I know.

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

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

               CLAIRE
     Yes...

               WALT
     ...wants a piece...

               CLAIRE
     Yes...

               WALT
     And you know what?

               CLAIRE
     We, we have to give it.

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

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

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

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

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

BEAT

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

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

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

               FIRST A.D.
     I...

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

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

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

               BILL
     We start shooting in three days.

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

               SECRETARY
     Marty Rossen's touched down.

EXT. PARK BENCH - DAY

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

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

               ANN
     Yes...

               JOE
     About conflict...

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

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

               ANN
     The Firehouse...

               JOE
     I...

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

               JOE
     How...?

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

               JOE
     No, I don't...

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

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

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

Emma waves and nods.

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

               JOE
     What are you doing tonight?

               ANN
     Me?

               JOE
     Yes.

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

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

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



EXT. HOTEL STEPS - DAY

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

               WALT
     Marteleh, vos macht a yid...?

He hands Marty the breadloaf.  Marty takes a bite.

               MARTY
     You cool the broad out?

               WALT
     I left that for you.

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

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

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

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

               WALT
     How was your flight?

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

               WALT
     Did you bring Bob's weights

               MARTY
     They're coming Fed Ex.

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

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

               WALT
     I'm gonna bring it off.

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

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

Carla walks through carrying food bags.

               DOC WILSON
     Hiya Sally...

               GIRL ON A SCOOTER
     Hiya Doc...

               DOC WILSON
     How's the arm?

               GIRL ON A SCOOTER
     Still itchin'.

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

               MARTY
         (of scene)
     Stop...

               WALT
     That's what I said.

               MARTY
     How are you getting on with these fine
     people?

               WALT
     Like dykes and dogs.

INT. BOB'S ROOM - DAY

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

               BOB
     Yeah.  Come in.

She comes in.

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

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

               CARLA
     The prices are going up.

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

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

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

               CARLA
     I don't eat vegetables.

               BOB
     Well, I can offer you something to
     drink?

               CARLA
     Sure, what have you got?

               BOB
     What do you drink?

               CARLA
     Bourbon and milk.

               BOB
     How old are you?

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

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

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

PAUSE

               BOB
     Nice town that you've got here.

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

               BOB
     ...wouldn't that be dangerous?

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

EXT. MAIN STREET - DUSK

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

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

Joe, as he is scribbling in the script.

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

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

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

ANGLE JOE'S POV

               ANN
     Hello.

               JOE
     I thought you had Play Practice.

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

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

               ANN
     That's for sure.

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

               JOE
     What happened?

               ANN
     Cast stood me up.

               JOE
     Uh huh.

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

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

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

               JOE
     What?

               ANN
     What are you doing down there?

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

               ANN
     ...lost the screw...

               JOE
     You got a paperclip?

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

               LITTLE KID
     Evening, Annie.

               ANN
     Evenin', sweetheart.

               LITTLE KID
     Go you Huskies.

               ANN
     You said it.

               JOE
     You like kids?

               ANN
     Never saw the point of 'em.

               JOE
     Me, too.  You have a paperclip?

               ANN
     Paperclip?

               JOE
     Fix my glasses.

               ANN
     Better idea.

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

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

               JOE
     Gonna be good as new.

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

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

               JOE
     Ow.

He grabs for the nearest object.  PAUSE.

               ANN
     What?

Joe shows her.

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

EXT. BOOKSTORE - DUSK

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

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

               DOUG
     What the hell are you so down about?

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

               DOUG
     How about that.

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

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

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

               DOUG
     Yes.

INT. WALT'S HOTEL ROOM - NIGHT

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

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

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

               MARTY
     Who is her agent?

               BILL
     Mitch Cohn...

               CLAIRE
     He's...

               MARTY
     Get him on the phone.

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

               MARTY
     Get him on the...

Claire starts back to her room.

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

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

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

Bill hands him the phone.

               BILL
     He's on the ph...

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

               BILL
     Wat...

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

Joe enters.  His finger BANDAGED.

               JOE
         (tentatively)
     Hi!

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

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

               MARTY
     Cool it babe, you started this...

               JOE
     What's the...

               WALT
     Where have you been?

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

Claire starts to get up.

               MARTY (CONT'D)
     Siddown!

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

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

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

               JOE
     She's absolutely r...

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

Claire exits, crying.

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

               JOE
     I...

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

               WALT
     Marty...

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

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

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

               WALT
     It's just a formality.

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

               JOE
     I can't.

               WALT
     Why?

               MARTY
     You can't write it?

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

               WALT
     Why?

               JOE
     I hurt my fingers.

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

Joe exits.  They turn to survey the board.

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

               WALT
     Pay her.

               MARTY
     I don't got the money.

               WALT
     Find the money.

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

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


INT. JOE'S ROOM - NIGHT

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

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

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

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

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

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

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

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

               JOE
     I, actually, yes.

               CLAIRE
     I love Jewish men.

               JOE
     Why?

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

She goes into the bathroom.

               JOE
     You liked the script, huh...?

EXT. MAIN STREET - NIGHT

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

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

He gives her the bouquet.

               ANN
     Hi!

               DOUG
     We had a date.

               ANN
     We did...?

               DOUG
     Where have you been?

               ANN
     I've been thinking.

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

               ANN
     I have to tell you something...

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

               ANN
     I wasn't doing business...

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

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

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

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

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

               ANN
     I'm sorry.

               DOUG
     Who is this person that you've found?

               ANN
         (pause)
     He works on the movie.

               DOUG
     No.  Don't tell me that.

               ANN
     I'm sorry.

               DOUG
     Why, you whore!

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

               FIRST A.D.
     Can you type?

               ANN
     Never admit you can type.

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

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

               JOE
     Look.

               CLAIRE
     I feel so close to you...

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

               CLAIRE
     I like you, too.

               JOE
     But not that way...

               CLAIRE
     But we...

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

Sound of a KNOCK at the door.

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

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

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

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

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

               ANN
     You have to sign for it.

INT. HALL - NIGHT

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

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

               JOE
     Oh, G-d...

               ANN
     And here's some hydrogen peroxide...

               JOE
     I don't drink.

               ANN
     It's for your finger.

               JOE
     One moment.

He closes the door.

INT. JOE'S ROOM - CONTINUOUS

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

               JOE
     You have to hide.

               CLAIRE
     Who is that?

               JOE
     That's my...

               CLAIRE
     Oh.

               JOE
     Will you help me out...?

               CLAIRE
     I...

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

               JOE
     Hi.

               ANN
     You going to ask me in?

Joe looks back over his shoulder.

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

She hands him a bouquet.

               JOE
         (takes flowers)
     Thank you.

               ANN
     Read the card.

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

               ANN
     The other side.

               JOE
     Oh.

He turns the card over.

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

               JOE
     Why?

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

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

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

PAUSE

               JOE
     Start?  This isn't a good time.

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

               JOE
     Later on.

               ANN
     Then I'll come back, then.

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

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

She starts to exit.

INT. TAVERN INN HALLWAY - NIGHT

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

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

ANGLE ON ROOM

Claire is standing there, basically naked.  PAUSE.

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

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

               CLAIRE
     We had a script conference.

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

               ANN
     You can do it.

               JOE
     Because I'd met someone else.

               ANN
         (very simply)
     Oh, okay.

               JOE
     You believe that?

               ANN
     I do if you do.

PAUSE

               JOE
     But it's absurd.

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

               JOE
     Do you truly believe the electoral
     process is absurd?

               ANN
     I used to go out with a politician.

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

               ANN
     Sure did.

               JOE
     Why?

               ANN
     Time for a change.  Keep your margins
     straight.

               JOE
     Yes.

               ANN
     Go you Huskies!

INT. HALL - NIGHT

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


EXT. MAYOR'S PORCH - DAY

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

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

               MARTY
     Why, that's right fine...

               POSTMAN
     Mornin' George.

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

               MARTY
     Mmm....

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

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

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

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

               MAYOR
     Sherry, this...

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

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

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

He and his assistant go into the house with wallpaper.

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

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

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

               MARTY
     What is that?

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

               MARTY
     It's lovely.

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

               MARTY
     My oh my.

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

Doug comes up the walk, a bit rabid.

               DOUG
     I have to talk to you.

               MAYOR
     Doug, this is Mr...

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

Sherry disappears into the house.

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

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

               MAYOR
     Doug...

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

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

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

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

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

               PAINTER
     Waal, if you ordered something common...

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

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

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

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

INT. COFFEE CORNER - DAY

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

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

               SPUD
     Yeaup, but those grosses are inflated.

               MORRIS
     You think so?

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

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

               JOE
     Cuppa coffee, and a...

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

               MORRIS
     Where's Carla?

Ann enters.

               SPUD
     Hiya, Annie...

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

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

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

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

He resumes talking to his companion.

               ANN
     Good morning to you...whatsa matter?

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

               ANN
     What's the scene...

               JOE
     It used to be the Old Mill.

               ANN
     What've you got?

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

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

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

               ANN
     What's the scene about...?

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

               JACK
     Annie?

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

               JOE
     Please...

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

She takes Joe's hand, and he winces.

               JOE
     Ah, ah, ah...

               ANN
     I hurt you?

               MORRIS
     What happened to his finger?

               ANN
     It was burnt.

               MORRIS
     Mmm.

               ANN
     And then it was really hurt.

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

               MORRIS
     ...how was it hurt?

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

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

               ANN
     ...yes.

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

               ANN
     ...yes.

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

               JACK
     Anybody here seen Carla?

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

               ANN
     Because it's about purity...

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

               ANN
     That's right...

               JOE
     ...take any two people...

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

               JOE
     ...take you and me...

He runs out.

INT. WALT'S OFFICE - DAY

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

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

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

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

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

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

               WALT
     Not now.

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

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

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

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

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

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

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

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

               CLAIRE
     I...

               WALT
     An artist of your caliber...

               CLAIRE
     I'm only trying to...

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

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

               WALT
     I know...

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

               WALT
     ...yes...

               CLAIRE
     ...she has a home...

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

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

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

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

Claire exits.

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

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

               WALT
     Pay her off.

               MARTY
     We don't have the money.

               WALT
     Find it.

               MARTY
     If you do the product placement...

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

               MARTY
     "Bazoomer dot com."

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

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

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

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

Joe barges in.

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

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

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

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

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

               BILL
     It'll hurt the box-office.

               JOE
     They know what her tits look like.

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

               JOE
     I'm gonna nail it.

               WALT
     I know you are.  Go you Huskies.

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

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

               MARTY
     We got the permit.

               WALT
     Is that one hell of a kid?

               MARTY
     He just saved us eight-hundred thousand
     bucks.

               WALT
     He's got a gift for fiction.

               MARTY
     We got to do something nice for him.

He takes out his cardcase.

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

               PROD. ASST.
     Maple syrup.

Marty writes on the card.

               MARTY
     Yeah.

ANGLE ON CARD

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

ANGLE ON WALT

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

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

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


EXT. MAIN STREET - NIGHT

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

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

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

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

               MORRIS
     Bet you did.

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

               MORRIS
     Ain't no second chances in life.

               SPUD
     Zat true?

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

ANGLE ON

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

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

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

               BOB
     Get the...

               JOE
     Are you al...?

Barrenger points to the other side.  Joe looks.

ANGLE POV

Carla is the passenger, she is dazed but unhurt.

ANGLE ON 

The car.

               BOB
     We gotta get her out of here.

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

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

               CARLA
         (nodding)
     I...

               BOB
     You got to get out of here...

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

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

INT. BOB'S HOTEL ROOM - NIGHT

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

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

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

               WALT
         (to Doc)
     Thank you.

Doc exits.

               DOC WILSON
     Yessir...

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

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

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

He hangs up.

               WALT
     Are you okay?

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

               WALT
     Bobby...

               BOB
     Everybody needs a hob...

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

There is an abrupt knocking at the door.

               WALT
     Who is it?

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

The boys in the room go into a whisper conference.

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

               BOB
     Uh, look...

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

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

The knock is repeated.

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

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

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

               MARTY
     There's no witnesses.

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

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

               WALT
     Joe, the writer?

               BOB
     Just him and me.

Knocking was repeated.

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

               BOB
     She wasn't in the...

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

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

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

               CAL
     Mr. Barrenger...

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

               MARTY
     Yes...?

The cop comes in the room.

               CAL
     I'm very sorry to...

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

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

               MARTY
     Of course he...

               CAL
     Could I see it, please...?

Bob gestures to his wallet which is on the desk.

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

               BOB
     No.

               CAL
     And who was driving the...

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

The cop is writing down these statements.

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

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

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

               MARTY
         (beat)
     You have to what?

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

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

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

               CAL
     If there's anything I...

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

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

Door to hall opens.  Claire comes in.

               CLAIRE
     Hello.

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

               CLAIRE
         (to Bob)
     Bob, are you alright?
 		  
 		  

EXT. FIRESTATION TO PRINTSHOP - NIGHT

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

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

ANGLE JOE'S POV

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

               JOE
     Hi.

               ANN
     Hi.

               JOE
     Where you going?

               ANN
     Going home.

They start to walk down the street in the rain.

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

               ANN
         (over a clap of thunder)
     What?

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

They take refuge under the awning of the printshop.

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

               JOE
     ...how else can you talk?

               ANN
     No, that's true.

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

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

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

               JOE
     Is it...

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

Joe looks in the window of the printshop.

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

They take refuge under the awning of the printshop.

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

               JOE
     I'd love to.

ANGLE ON

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

EXT. BOOKSHOP - NIGHT

               ANN
     How's your star?

               JOE
     Gosh, you look nice.

               ANN
     ...what...?

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

ANGLE ON

Bookshop.  

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

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

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

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

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

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

               ANN
     Print it right here.

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

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

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

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

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

               ANN (CONT'D)
     Press still works.

               JOE
     It does?

               ANN
     Did as of last week.

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

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

               JOE
     You'd do the newspaper right here.

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

               JOE
     You know what else a man can do?

               ANN
     What?

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

               ANN (CONT'D)
     One moment...

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

BEAT

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

               JOE
     Pelting down out there.

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

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

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

EXT. BOOKSHOP - NIGHT

BEAT

They start back to find the door locked.

               ANN
     Left the keys inside, in my jacket.

Joe nods.

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

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

               ANN
     Cal...

               CAL
     Annie, got an umbrella?

               ANN
     Nope.

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

He starts taking off his slicker.

               ANN
     Then you'll be wet.

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

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

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


INT. COFFEE CORNER - DAY

Doug talking to Postman.

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

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

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

               CARLA
     Okay, Doc.

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

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

               MAUDE
     Morning, Carla, what happened to you?

               DOC WILSON
     She went to fetch a pail of water.

Carla goes out the door.

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

He produces some first grade spelling text.

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

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

ANGLE INSIDE POV

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

INT. WALT'S ROOM - DAY

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

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

               BOB
     I've always seen that.

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

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

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

Knock at the door.  Marty goes to the door.

ANGLE

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

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

               MARTY
         (hands her a bill)
     Thank you.

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

               MARTY
     I think he's moved...

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

ANGLE

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

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

               CLAIRE
     I'm having dinner with W...

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

               BOB
     You mind...?

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

               WALT
     Marty...

               MARTY
     Yeah?

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

               JOE
     I've got a date.

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

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

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

               WALT
     Did you, where are we going tonight?

               FIRST A.D.
     I...?

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

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

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

               FIRST A.D.
     I...


INT. BAR - MORNING

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

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

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

               BARTENDER
     Mornin', Doc...

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

               DOUG
     Kiss my ass.

               DOC WILSON
     Well.

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

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

               BARTENDER
     Big day last night.

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

ANGLE IN THE B.G.

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

               BARTENDER
     Mornin', Carla.

               CARLA
     Mornin', Uncle Ron.

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

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

               DOUG
     Who got their heads cut?

               BARTENDER
     ...some fella.  Orders a Manhattan.

               DOC WILSON
     What?

               DOUG
     Who got their heads cut?

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

               DOUG
     You said three...

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

ANGLE ON

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

Doug looks up.

INT. CORRIDOR TAVERN MOTEL - DAY

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

               CARLA
     I wasn't in the car...

               DOUG
     We're going to s...

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

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

               SALESMAN
     Yeah?

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

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

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

               MARTY
     What is the...?

               DOUG
     Arrest him.

               CAL
     For what...?

               DOUG
         (beat)
     Conspiracy in Statutory Rape.

               MARTY
     Conspiracy in Statutory Rape?  Okay.  Of
     whom?

               DOUG
     This young woman.

               CARLA
     Nobody touched me, I was at home.

               MARTY
         (to Carla)
     Who is it raped you?

               CARLA
     Nobody.

               MARTY
     Well, what's the beef?

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

               MARTY
     You were in the car with Bob?

               CARLA
     No.

               MARTY
     Then what is the...?

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

INT. LINEN CLOSET - HOTEL HALLWAY - DAY

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

He puts a cigar into Doug's pocket.

INT. HALL - CONTINUOUS

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

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

               CARLA
     I wasn't in the car.

               MARTY
     We know that you weren't.

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

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

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

ANGLE CARLA'S POV

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

ANGLE

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

               CARLA
     He took advantage of me.

INT. PROD. OFFICE - DUSK

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

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

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

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

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

               MARTY
     And a fantasy object...

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

               CAL
     Uh, sir...

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

               MARTY
         (takes lawbooks)
     Wally?

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

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

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

               CARLA
     Her...

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

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

Marty is perusing the lawbooks.

               MARTY
     Mmm.

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

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

Marty starts ushering everyone out of the room.

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

               JACK
     I knew she wasn't in the car.

               MARTY
     This has been just an unfortunate.

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

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

               MARTY
     Is he cool or angry?

INT. MAYOR'S HOUSE - CONTINUOUS

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

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

INT. PROD. OFFICE - CONTINUOUS

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

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

               MARTY
     And I need a drink.

Marty exits.

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

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

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

               BOB
     I'm ready!

               WALT
     Stay ready.  Stay by yourself in your
     room.

               BOB
     What'll I do for fun?

               MARTY
     Whyn't you learn your lines?

               BOB
     I know my lines...

               WALT
     You do...?

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

Walt walks away from Bob, shaking his head.

ANGLE ON

Walt, as he walks down the stairs.

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

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

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

INT. MAYOR'S HOME - NIGHT

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

ANGLE ON

Next room, the Mayor on the phone.  Hushed.

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

PAUSE

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

ANGLE POV

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

INT. BAR - NIGHT

Doug, in his cups, at the end of the bar with the First A.D.

               DOUG
     Hey, you've gotta eat a peck of dirt...

               FIRST A.D.
     My wife just went into labor...

The bartender studies his state statutes book.

BARTENDER'S POV

Inside the book, the storyboards show the movie's heroes
copulating.

               DOUG
     Half a buck I'd close it down.  It's
     per...you know...it's perfidy, you got
     your Barrenger, molesting little girls.

               FIRST A.D.
     He should be put in jail.

               DOUG
     Half a buck I'd put him in jail.

               FIRST A.D.
     You should.

               DOUG
     I had a witness, I would.

               FIRST A.D.
     A witness to what?

               DOUG
     You know, the rape, to...even to the
     accident.

               FIRST A.D.
     You mean with White?

               DOUG
     What?

               FIRST A.D.
     You mean you need a witness in addition
     to White?

               DOUG
     Who's White?

               FIRST A.D.
     The writer.

               DOUG
         (beat)
     He saw the accident...?

               FIRST A.D.
     Sure.

               DOUG
     He saw the girl in the car...

               FIRST A.D.
     You bet he did.

INT. MAYOR'S HOME - NIGHT

The Mayor and his wife alone at the table.  The maid emptying
trays of food, untouched, into a galvanized steel garbage
pail placed in the middle of the room.  One of the guests
leaving, putting on her coat.  Dips back into the dining room
to try to pick up a tray of pate.

               SHERRY
     Don't you touch that... I want them
     gone.

               MAYOR
     I signed the permit.  I don't know how I
     can.

               SHERRY
     I want them thrown in jail.

               MAYOR
     Sherry, Sherry...

She empties it into the trash.  BEAT.  The guest, chagrined,
leaves.  The Mayor, sitting and drinking booze out of a large
glass.  The phone RINGS.  BEAT.  He goes to answer it.

               MAYOR (CONT'D)
         (into phone)
     What?
         (he jiggles the receiver)
     Get me the State Police.

EXT. PRINT SHOP - DAY

A sign in the window, "Sold" is stamped over and reads "Under
Agreement."

Early summer morning.  Joe, holding a cup of coffee, looking
at the print shop.  Ann walks up.

               JOE
     Good morning.

               ANN
     Sleep well?

               JOE
     Yeah, you?

               ANN
     Oh yeah...

               JOE
     We could live up here, live up in the
     country.

               ANN
     Now you're talking...

               JOE
     And we could get up every morning...

               ANN
     ...well, we do that anyway...

               JOE
     And come to the printshop.  You know
     why?

               JOE (CONT'D)
     To print the newspaper.  And I'd come to
     write.  To write.  To write.  Right here
     in the office.

               ANN
     Not without a rolltop desk.

               JOE
     Well, I could get a rolltop desk.

               ANN
     Happen to know where there's one for
     sale.

               JOE
     Well ain't you amazing.

They walk on, onto the scene of various filmfolk setting up.

EXT. STATE AND MAIN - INTERSECTION - CONTINUOUS

               ANN
     Lookit that, up already.

               JOE
     That's why we filmfolk get along so well
     with you farmers.  Both up with the
     chickens.

They push through the mass.  The street is closed off by
Police Cars.

They come upon a TV REPORTER doing a standup in front of the
firehouse where we see, in front, both the old firetruck and
state trooper cars.

               TV REPORTER
     Where Movie Star Bob Barrenger, fresh
     from his troubles with the law last
     year...

ANGLE ON

Ann and Joe, as they look on.

ANGLE ON

A state trooper and Doug, as they walk through the crowd. 
Marty walks up to the TV REPORTER.

               TV REPORTER (CONT'D)
     ...is once again in hot water.  Involved
     in a car crash last night with a young,
     a very young woman, Mr. Barrenger is
     being arrested today for...

               MARTY
     You better make sure you got your facts
     straight, pal, cause, you step off the
     line and I'm going to sue you personally
     for...

The trooper, Doug, and Bob Barrenger walk up to Marty.

               TROOPER
     We're looking for a Joseph Turner White.

               MARTY
     Oh, good, yes.  Good morning.  Where are
     you taking Mr. Barrenger?

               TROOPER
     We are looking for a Mr. Joseph Turner
     White?

               MARTY
     What are you doing with Mr. Barrenger?

               DOUG
     He's under arrest.

Doug hands the arrest warrant to Marty.

               MARTY
     Oh, good.  I'm his lawyer...and you must
     be Perry Mason.  Guess what, you're
     about one-half step from a world of
     hurt...how diverting...the Mayor's gonna
     have your ass.  Can I watch?

CAMERA takes the group, the trooper, Doug, Bob, in handcuffs,
Marty talking with them, through the crowd, on the back of
which we see Ann and Joe.

               DOUG
     Well, you guess what.  The Mayor sent
     me.  I have your Mr. Barrenger with a
     history of...

               MARTY
     ...a history of nothing, he was
     acquitted.

               DOUG
     Moral turp...you're on my home court,
     friend.  I have the Mayor and the town
     behind me, and forget making your movie:
     I may own the studio when I get through
     with you: I got a civil suit, I got
     rape, I got collusion...

               MARTY
     You've got nothing, you don't have a
     witness...

               DOUG
     And I've got a witness!  Your Mr. White
     saw the crime.

               MARTY
     He told you that!?

               DOUG
     He didn't have to tell.

               MARTY
     I want to talk to him.  Would you ex...

               DOUG
     Oh, you're his attorney, too?

               MARTY
     Later for you, pal.

               DOUG
     Okay.

He motions the cop to take out Barrenger.  Marty sees Joe in
the back.

               MARTY
     Bobby, don't say anything.

               BOB
     Nothing happened.

               DOUG
     We'll see about that at the inquest.

ANGLE ON

Marty, as he leads Joe down into an alleyway, and into a
backyard, hung with washing on the lines.

               MARTY
     Yeah, hi, pal.  I need to talk to you.
 		 
 		  
INT. BOOKSHOP - DAY

Ann, Joe and Marty.  Cal has followed them into the
bookstore.  He speaks privately with Ann and exits.

               ANN
     What is it all about?

               JOE
     I saw...

               MARTY
     How do they know that, you told them?

               JOE
     No.

               MARTY
     What did you say to them?

               JOE
     I didn't say anything to them.

               MARTY
     How do you know you saw it?

               JOE
     I don't know.

               MARTY
     Well, then, you didn't see it, right?

               JOE
     I don't...

               MARTY
     You didn't see it...

               JOE
     I...?  I saw it.  I was there.

               MARTY
     You were there.  At...at 10:35...?

Joe takes the arrest warrant.  Looks at it.  Changes his
glasses.

               JOE
         (as he reads)
     I was walking down the street...I
     remember, I was writing a...

               MARTY
     What glasses were you wearing?
         (pause)
     Were you wearing your reading glasses?

               JOE
     I...

               MARTY
     You told me you were writing.  Don't you
     wear your reading glasses to write...?

Marty's cellphone rings and he answers it.  After a pause, he
hangs up.

               MARTY (CONT'D)
     I've got to go to the jail.

He exits, leaving Walt alone with Ann and Joe.

ANGLE ON

Ann.  She sees something down the other street.  We see Cal,
the policeman, enter and start toward Joe.  We see Ann
restrain him, and speak to him in the b.g. for several
moments.  He shakes his head, and she reasons with him, and
there is a pause and he looks at Joe, and exits.

BEAT

               ANN
     ...he's going to give you a couple of
     minutes.

PAUSE

Joe walks Ann off to the closed back door of "The Waterford
Players."

               JOE
     What am I gonna do?

               ANN
     You got to tell 'em that you saw the
     accident.  Don't you?

               JOE
     I can't do that.
         (pause)
     If I tell them, they'll, if I tell them,
     they'll try Bob for rape, they'll...
     it'll ruin his career...

               ANN
     But that's what happened.

               JOE
     But it'll stop the movie.

               ANN
     Maybe they'll be other movies.

               JOE
     They'll...they'll blackball me.

               ANN
     Carla was in the car, right?

               JOE
     I...I think that's right.

               ANN
     ...you think that's right...

PAUSE

               JOE
     What'm I gonna do?

Ann picks up a copy of the old Waterford Sentinel, which was
left on the coffee table.  Ann hands the paper to Joe.

ANGLE ON

Joe, holding the paper.

ANGLE INS.

The masthead reads, "Waterford Sentinel, All the News of the
Mountains, 'You Shall Not Bear False  Witness.'"

ANGLE ON

Ann, who has also picked up the "For Sale" sign, showing the
printshop.  She stands looking at Joe.  BEAT.  Cal enters. 
They look towards him.

               CAL
     Lotta hubbub on the street.  I'm taking
     you the back way.


EXT. BACKYARD OF THE BOOKSHOP - DAY

Cal walks with Joe, still holding the newspaper.  As they
round a housecorner, Walt appears and walks with Joe.

               WALT
         (checks watch)
     Let's speak English.  You've got to help
     the side.

               JOE
     You want me to lie.

               WALT
     To the contrary.  I want you to tell the
     truth.
         (pause)
     The truth is, you can't tell me, to a
     certainty, that you saw the thing.  You
     don't remember, a gun to your head,
     which glasses you have on.  And you have
     a fertile imagination.  Imagination
     wants to fill in the blanks.  Now.  IF
     you aren't sure, then they have nothing. 
     Bob walks free.  As he should.
         (pause)
     Joe: wasn't long ago they buried actors
     at the crossroads with a stake through
     their heart, you know?  The people who
     are talking to you about the way we live
     though we may praise them, we fear them. 
     And they fear us.  Because we tell the
     truth.  About our lives.  Now, this is a
     damn roost, and everyone knows it;
     the guy is looking for a case, he wants
     to make a name for himself...If we let
     him do that, if we let him do that, then
     we're being false to our community...to
     our community, you understand?  To our
     world.  Cause you are a part of that
     world, now.  You have to take off the
     steel Rolex and put on the Gold Rolex.
         (pause)
     And be part of your world.  I got a five
     picture deal with the studio.  And you
     stick with me.  You write one, two more,
     you stick with me, and you'll direct the
     third one.  You are a part of this
     world.  You have to do the right thing:
     we're out in the Provinces, the Sheriff,
     literally is at our door.  You have to
     stand with the troops, Joe.  That's the
     bottom line.  You have to...if you had
     the leisure to think it through, you'd
     see it for yourself.  The girl wasn't in
     the car.

Cal takes Joe to a side door of the courthouse.

INT. SMALL COURTROOM - DAY

Joe coming in through the side entrance of the courtroom. 
Various law books and dusty forms on the shelves.  Cal leads
him into the courtroom, empty, save for the court reporter,
Maude and the BAILIFF.  Cal motions Joe forward.

               CAL
     ...Joseph Turner White...

               BAILIFF
     Hear ye, hear ye.  Sixth District Court. 
     And for the county of Kadona, State of
     Vermont, the honorable James Addison
     Flynn presiding.  All those having
     business before this court, draw forward
     and you will be heard.

Judge enters.

               BAILIFF (CONT'D)
     All rise.

               JUDGE
     Please...Mr. White?  This is a simple
     matter of...

Scott hands him a sheet of paper.

               JUDGE (CONT'D)
     Uh huh, all we need's a simple fact or
     to...you're going to give your
     recollection of the accident last
     evening, at the corner, State and Main. 
     Would you please swear him in.

               BAILIFF
     Do you swear to tell the truth...

EXT. MAIN STREET - DAY

A crowd, moving along, with the TV Reporter.

               TV REPORTER
         (talking into camera)
     ...the arraignment, as we said of Bob
     Barrenger, The Bob Barrenger, star of
     "The Old Mill," about to begin shooting
     here, in picaresque and sleepy...
         (sound of shouting, and
          reporter looks around)
     we should say, formerly sleepy...Yes,
     yes, it's...yes, it's Claire Wellesley,
     and we're going to try to get a look
     at...

The crowd moves away, revealing Ann, standing in front of the
realtors, looking at a card in her hand.  She looks up to see
Joe coming toward her.
 
 

ANGLE ON

Extreme close up, she smiles.

ANGLE ON

Extreme close up, Joe.  He looks toward Ann, sheepishly.

ANGLE BACK ON

Ann, as she looks down at the card in her hands.

ANGLE INSERT

It is the real estate placard for the printshop, marked
"under agreement."

ANGLE ON

Ann, as she rips it up.

INT. LOBBY OF THE HOTEL - DAY

Joe, coming in, a hangdog look on his face.

               P.A.
         (to Joe)
     They need those rewrites on the "Old
     Mill" scene...

Joe nods.  Continues through the lobby.

ANGLE ON

Various reporters, Scott being interviewed.

               SCOTT
     ...about his personal life, though I can
     tell you a few things about...

Joe walks past.

               JOE
     Would you please hold all calls to my
     room?

               SCOTT
     Though I can tell you a few things about
     his dietary requirements.

The old bellhop is packing up his lunchbox and changing into
his streetclothes.

INT. JOE'S ROOM - DAY

Joe enters and takes out his pad and pencil.  He sits on the
bed.  On the pillow, he sees and picks up a black and red
hunting jacket, onto which the one foot short sleeve has been
knitted in baby blue.  There is a card in the picket that
reads "Better than new -- it's got a story!"  He puts it
down.

He picks up his notebook, in which he has written: "The
Purpose of the Second Chance is to allow you to make the same
mistake twice."

He stops by the mirror on the chiffonier into which he puts
the lure, which still has the attached card reading "The
truth may not always set you free, but it's always the truth 
- Joseph Turner White."

Joe goes to the bed.  On the bed is a small package tied with
ribbon.  Joe opens it.

ANGLE INS.

It is a small thing of maple syrup.  Attached to it is a card
reading: "It is your invention which makes everything sweet."

He takes off his jacket, and picks up his notebook.  Out of
his jacket pocket falls the old copy of the Waterford
Sentinel.

He picks it up.

ANGLE JOE'S POV

The masthead: Waterford Sentinel "The Voice of the Mountains,
You Shall Not Bear False Witness."

He puts the newspaper down.  Picks up the maple sugar card
again, and looks at it.

He sees an arrow and turns it over

ANGLE INS.

The back of the card reads: "How about an Associate Producer
credit...?"

He takes the paper, balls it up and throws them into the
trash.  He picks up the fishing lure which is resting on the
typewriter.  Puts it into his pocket, thinks again, throws it
in the trash.  Shakes his head, and picks up his suitcase and
starts packing...

EXT. ANN'S STREET - DAY

On Doc Wilson, as he walks down the street.  A little kid, on
a scooter is going in the other direction.

               KID ON SCOOTER
     Mornin', Doc.

               DOC WILSON
     Mornin', Billy, where ya goin' in such a
     hurry?

               KID ON SCOOTER
     Down the corner, see the ruckus...

               DOC WILSON
     Watch the curbs, now...

ANGLE ON

Joe, as he stands across from Ann's house, looking at it.  He
holds his suitcase.

               DOC WILSON (CONT'D)
         (of his suitcase)
     Where you off to?

               JOE
     I, uh...I'm leaving...

               DOC WILSON
     Why?

               JOE
     I perjured myself.
         (pause)
     I told a lie, and I ruined my life. 
     That's what I did.  
         (shrugs)
     I don't suppose you could help me with
     that, could you?  Turn back the clock,
     or something?  Give me back my, give me
     back my purity, I don't suppose you
     could just wave your magic wand and do
     that, could you?  But what is truth? 
     Eh?  Ain't that the thing?  What is
     true?

               DOC WILSON
     It's the truth that you should never
     trust anybody, wears a bowtie.  Cravat's
     s'posed to point down to accentuate the
     genitals, why'd you wanna trust
     somebody, s'tie points out to accentuate
     his ears?

Joe turns to see Doc swigging from his flask.  In the b.g.,
we see the bellhop walking.

BEAT

               JOE
     Aren't you supposed to set an example
     for people?

               DOC WILSON
     Nope.  I'm just supposed to hold
     people's hands while they die.  What'd
     you say your problem was?

               JOE
     I just swore my life away, back in
     that...

               DOC WILSON
         (as he sees an older woman off
          on a porch to the side)
     Mornin', Chessy, how's the back?

Doc walks off to his office.

EXT. RAILROAD STATION - DAY

               JOE
     I ruined my life.  Isn't that funny,
     that you can actually do it in one
     moment just like they say.  I ruined my
     life back in that courthouse.

Bellhop, who has walked up beside him...

               BELLHOP
     What courthouse?

               JOE
     Courthouse back in town.

               BELLHOP
     Town ain't got no courthouse.

               JOE
     What?

               BELLHOP
     Ain't got no courthouse.  Courthouse
     burnt down, 1960.

The train is arriving.  The stationmaster puts out the steps
to help the people down.

               JOE
     Well, where do they hold court?

               BELLHOP
     Hold court, they have to, science lab,
     the high school.

An ELDERLY LOOKING JUDGE FELLOW descends from the train,
followed by the CADDY with his golf bag.

               STATION MASTER
     Mornin', judge, what brings you here?

               JUDGE
     I'm s'posed to hear some deposition,
     some fool saw the accident last night.

               JOE
     ...the courthouse burnt down...?

               STATION MASTER
     Yep.  Courthouse burnt down, 1960.  Part
     of a spate of fires, Old Mill,
     Courthouse... S'posed to've been set by
     some deranged teenager.

Joe looks around.

ANGLE JOE'S POV

The old bellhop walking down the tracks.

ANGLE ON 

Joe, as he turns back into town.

ANGLE CLOSE UP

On the Station Master.

               STATION MASTER (CONT'D)
     Yep, never did discover who set 'em...

He smiles, and lights his cigar.

EXT. COURT HOUSE BUILDING - DAY

We see the crowd has moved down the street and the
"Courthouse" building is empty.

INT. COURT HOUSE BUILDING - DAY

Joe enters, and the camera takes him into the deserted
building, through the courtroom and, in back, he sees Ann
standing alone.  He walks back to her, through the doors
which appear to be the Judge's chambers.

ANGLE REVERSED

We show that the walls of the Courtroom are the set, and we
are back in the "Trials of the Heart" set.  Ann is sitting
there.  Reading her play by Joe White.  He looks at her for
an explanation.  Maude, the court reporter woman, is sitting
in the b.g.  Ann is knitting in pink wool.

               ANN
     I thought you needed to get it out of
     your system.

Ann moves to embrace Joe.  They hear screaming.  They turn.

EXT. MAIN STREET - DAY

ANGLE THEIR POV

At the end of the alleyway, in Main Street.  We see Sherry,
the Mayor's wife, leading a crowd.

               SHERRY
     ...a blight, a blight and an
     obscenity...that's good English, isn't
     it?  How's that for entertainment?

ANGLE

At the mouth of the alleyway, on Main Street.  We see:

ANGLE INS.

The baseball on which is written "To Chucky from your best
friend, Bob Barrenger."

ANGLE XCU

The distorted face of Chucky, heaving the baseball.

ANGLE ON

Bob Barrenger being led through the crowd, a baseball hitting
him in the back of the head, as troopers hustle him toward
the courthouse.  In the b.g., Ann and Joe emerging in the
alleyway.

ANGLE ON

Ann and Joe, who starts to cross the street.  We see the
airport van.

               ANN
     What are you going to do?

               JOE
     I'm going to tell the truth.

They start to cross the street.  In the b.g., a little man
with a bag (HOWIE) gets out of the airport van.  Joe and Ann
walk toward the crowd at the mouth end of the high school.

INT. HIGH SCHOOL CORRIDOR - DAY

A crowd of people, TV technicians, and a view of Doug on a TV
monitor.

               DOUG
     ...and to exterminate this vermin, yes,
     I use that term, who have abused, who
     have desecrated, yes, the license
     granted to them by a gracious nation...

ANGLE ON

Marty and Walt, standing near the monitor, looking on. 
Shaking their heads.

ANGLE ON

The monitor.  Doug, seen through the monitor.

               DOUG (CONT'D)
     ...who spew filth and degradation...
         (begins to wipe his head)

As he does so, a makeup person comes in and sponges him.

               DOUG (CONT'D)
     ...thank you...

               TV REPORTER
     ...you want to clean up?

ANGLE ON

Doug, seen "live" in the next room, starting to wipe his
brow.

               DOUG
     Yes, thank you.

ANGLE ON

Marty and Walt watching Doug, as he walks down the hall.

               TECHNICIAN
     Five minutes, and we're going live to
     the network.

               DOUG
         (to himself)
     ...foreign, and un-American perversions
     of the Democratic process.  By those we
     have entrusted with our dreams...

ANGLE ON

Marty and Walt, looking on.

               WALT
     Do something.

               MARTY
     You tell me what to do, I'll do it.

They look on to the preparations for the TV.

               WALT
     ...and I was just paying off my house in
     Malibu...

Ann and Joe push through the crowd.

               WALT (CONT'D)
     Thank G-d, it's up to you, Pal.  Sup to
     you...

               JOE
     I'm out.

               WALT
     I don't getcha.

               JOE
     The girl was in the car.

               WALT
     I treated you like a son or nephew.

               JOE
     It's no you, it's...

               WALT
     No, what is it?

               JOE
     I have to tell the truth.

               WALT
     ...that's just so narrow...

               JOE
     The girl was in the car.

               WALT
     Then you're finished in show business.

               JOE
     So be it.

               WALT
     And my company sues your ass for sixty
     million dollars.

               JOE
     For what cause?

               WALT
     I don't need a cause, just a lawyer.

HOWIE GOLD shows up holding his bag.

               HOWIE
     I'm a lawyer.

               MARTY
     Howie...

               HOWIE
     Yeah?

               MARTY
     What are you doing here?

               HOWIE
     What am I doing here is I just flew
     seven hours cause you asked me here.

               WALT
     What for?

               HOWIE
         (presenting the bag)
     For this...I hope you need it, cause
     it's coming outta your budget...

ANGLE INS.:

The Bag, as Marty opens it - it's full of MONEY.
 

INT. LAVATORY HIGH SCHOOL - DAY

Doug is mopping his face up.  He looks up.  Marty is standing
there.

               MARTY
     Hi.

               DOUG
     I'd prefer it if you didn't speak to me.

               MARTY
     I....

               DOUG
     ...you know, there's nothing you could
     say, that could possibly make a
     difference, so, why don't you just save
     your breath...

Marty puts the case up on the washstand.

               DOUG (CONT'D)
     What's in the case?

               MARTY
     Eight-hundred thousand dollars in cash.

PAUSE

               DOUG
     And what was it you wanted to say?

               MARTY
     Gut Yuntif.

INT. HIGH SCHOOL CORRIDOR - DAY

Ann and Joe passing through.  They stop and Joe comes up to a
State Trooper.  As we press forward the Mob begins to reverse
direction and passes back towards Joe.  Leaving the Hall
empty, save for the Judge who comes out, putting his robs
into his golf bag.

               JOE
         (to Judge)
     I've come to give myself up...

               JUDGE
     Well give yourself up to someone else. 
     I'm gonna get in some golf.  Hiya,
     Annie.  Give yourself up to her.

And we see Joe has moved up to the TV monitor, where we see
Doug, in the Science Lab, talking to the press, and holding
his money bag in his arms.

               DOUG
     I have learned a lesson.  And the lesson
     is this...that everybody needs a second
     chance.  You, me, and these fine, film
     people here.  You know, they have a high
     profile, but that doesn't mean they
     aren't deserving of our trust, and of
     our respect. 
     You know, I think there is a lesson
     here, and the lesson is this: it is a
     lesson of Tolerance...and, as we look at
     this industry, at this clean, American
     industry, and as I begin my campaign for
     congress...

DISSOLVE

EXT. MAIN STREET - DAY

Walt on the scene, talking with the cinematographer, and the
Camera Operator, preparing the first shot.  The First A.D.
instructing the extras.

               FIRST A.D.
     Okay.  Are we getting set up here...are
     we getting set up...People...?  Can we
     settle...can we settle now...?

EXT. MAIN STREET - CONTINUOUS

ANGLE ON

Ann.  As she, holding the placard starts to cross the street. 
An old farmer smoking a pipe, driving a pick up is stopped by
a P.A. talking on a walkie.

We see that it is the "Judge" who listened to Walt's
testimony.  Ann waves to him, and proceeds to the Old
Firehouse, where they are about to make a movie...

               FIRST A.D.
     Okay, this is picture...

Ann stops at the back of the crowd of onlookers.  She waves
to someone.

ANGLE ANN'S POV

It is Joe, sitting near the director, who waves back.

ANGLE ON

Ann, who is next to Cal, the policeman, now in leather jacket
and leaning on his Harley motorcycle.

               FIRST A.D. (CONT'D)
     Quiet, please...

ANGLE ON

The slate, which reads "The Fires Of Home."

EXT. MAIN STREET - FIRESTATION - CONTINUOUS

Where they are filming the characters in turn of the century
garb.  Bob Barrenger, dressed as a fireman, is polishing the
old fire engine.  The actor playing Doc Morton walks past.

               DOC MORTON
     Mornin', Harry.  Heard you had a little
     fire last night.

               FIREMAN
     Waal, you didn't have nothin' to do,
     Doc, wouldn't life be dull...?

Two nuns walk by.

               BOB
     Mornin', sister.

               CLAIRE
         (in nun garb)
     We missed you in Church today, Frank.

               BOB
     Sister, I've just come from a fire...

ANGLE ON

Joe, sitting near the camera, looking through the script. 
Reading along, mouthing the words.  He wears the plaid
jacket, one sleeve is pink, knitted.

ANGLE ON

The on-lookers.  Ann, Cal, next to her, lounging on his
motorcycle.  Grace and Maude, Spud and Morris, the Postman,
the fake Judge, who is also the man smoking the pipe in the
first sequence and is smoking a pipe now, Scott from the
hotel, etc.

ANGLE ON

Crew, and the film within the film.  We see the lively stable
across the way.  On its side are painted various ads.  Among
them, one which says: "Stefan P. Bazoomercom" and Marty is
standing next to it.  Looking on at the scene being filmed.

An A.D. brings him a cup of coffee.  The A.D. is passing out
pink bubblegum cigars, the bands of which read "It's a Girl!"

ANGLE ON

Film within the film, the group at the camera watching,
transfixed.

               SISTER
     ...to come by next Sunday, and we'll
     give you a second chance.

               BOB
     Only second chance I know, chance t'make
     the same mistake twice.

               SISTER
     Well, time will tell.

She walks past the "Bazoomer.com" ad.

               FIRST A.D.
         (holding cellphone to his ear)
     That's a cut!

ANGLE ON

Ann and Cal, as they talk, the firedog comes over and Ann
gives him a biscuit.  In the b.g., we see the man with the
pipe get into his pickup and drive off.  The Postman goes off
continuing his rounds.

ANGLE ON 

Ann and Cal as they talk.  Next to them Morris and Spud
congratulate each other.  Next to them, we see the fake judge
and the bailiff.

               CAL
     Mom's expecting you for dinner tonight.

               ANN
     I'll be there.

               CAL
     You bringing your new friend?

               ANN
     Sure plan to

               CAL
         (pause)
     He have any special delivery
     requirements?

               ANN
     He'll eat potroast and like it.

               CAL
     Go you Huskies?

               ANN
     You bet your life.

ANGLE ON 

Joe, as he looks over at Ann and smiles.

ANGLE ON

Ann, giving him a "thumbs up" sign as the Firedog comes and
sits next to her.  In the b.g., we see the pickup hit the
pothole and bounce.

                                         FADE TO BLACK.





THE END.