MR. DEEDS GOES TO TOWN

                                     screenplay
                                  by Robert Riskin


                                 based on a story by
                              Clarence Budington Kelland























                                                     Shooting Draft, 1936
               Property of
               Columbia Pictures


               FADE IN:

               EXTERIOR - MONTAGE 1. QUICK SHOTS OF A CAR SPEEDING AROUND 
               CURVES IN A MOUNTAINOUS REGION. THE CAR JUMPS A BRIDGE, 
               HURTLES INTO SPACE, CRASHES IN A FIREBALL. FOLLOWED BY 
               NEWSBOYS HAWKING SPECIAL EDITIONS, PEOPLE ON STREETCORNERS 
               BUYING AND READING NEWSPAPERS WITH A SUCCESSION OF BANNER 
               HEADLINES:

               "MARTIN W. SEMPLE, FINANCIER, DIES IN ITALY,"

               "CIVIC LEADER KILLED IN AUTO ACCIDENT,"

               "DISCLOSURE OF BANKER'S WILL AWAITED" AND FINALLY "SEMPLE 
               HEIR AS YET UNKNOWN"

                                                            DISSOLVE TO:

               INTERIOR - EDITOR'S OFFICE, DAILY MAIL

               2. CLOSE SHOT

               of Mac, the editor, at his desk, barking into the telephone.

                                     MAC
                         Say listen, Corny, who do you think 
                         you're talking to? If the Semple 
                         attorneys don't know who the heir 
                         is, who does?
                              (listens)
                         Aw, come on Corny, I've done you a 
                         lot of favors. What do you say - 
                         who's getting the Semple dough?

                                                                 CUT TO:

               INTERIOR - CEDAR'S PRIVATE OFFICE

               3. CLOSE SHOT

               Of Cornelius Cobb - a hardened ex-newspaperman, customarily 
               impatient, grouchy and nervous - victim of the New York 
               tempo. His friends call him "Corny."

                                     COBB
                              (on the phone)
                         You're asking the wrong guy, Mac. 
                         I'm only a press agent.

               THE CAMERA PULLS BACK GRADUALLY TO REVEAL a plush law 
               office, leather chairs and shelves of books. Arthur Cedar, 
               attorney, briskly enters scene and seats himself at his 
               desk. Cedar is in the neighborhood of fifty - grey-templed - 
               dignified - sharp. Cobb is using the phone on his desk. 
               Cedar glances at him.

                                     CEDAR
                         Newspaperman?

                                     COBB
                              (covering mouthpiece - 
                              confidentially)
                         Wants to know who the heir is.

                                     CEDAR
                              (firmly)
                         Hang up.

                                     COBB
                              (returning to the 
                              phone)
                         Sorry, Mac, I can't. Yeah, Mac. 
                         Sure, but I ain't the attorney—

                                     CEDAR
                              (more firmly)
                         Hang up.

               THE CAMERA PULLS BACK FURTHER TO REVEAL another attorney 
               at one end of the desk, reviewing a pile of papers.

                                     COBB
                              (continuing)
                         Mr. Cedar is, and I haven't seen 
                         him in two days.
                              (hangs up the phone)
                         Listen, Cedar, we've got to do 
                         something about the newspapers.

                                     CEDAR
                              (barely glancing up)
                         I'm not interested in the 
                         newspapers.

                                     COBB
                         But it's a great story. Somewhere 
                         in this country a guy is walking 
                         into twenty million bucks.

                                     CEDAR
                         Yes, I know. My first concern is 
                         to locate the lucky man. When I 
                         do, it's your job to keep the 
                         newspapers away from him.

                                     COBB
                              (resignedly)
                         It's okay with me as long as my 
                         weekly stipend keeps coming in.

               THE CAMERA PULLS BACK TO A FULL SHOT as two men rush in 
               with a flurry of excitement. One of them is Anderson, an 
               obsequious employee of Cedar's. With him is another lawyer, 
               one of the Cedar brothers.

                                     ANDERSON
                         We located him, Mr. Cedar! We found 
                         out where he is.

                                     CEDAR
                         Good!

                                     FIRST BROTHER
                         Yes, John, we got him.

                                     ANDERSON
                         Here's the report: Longfellow Deeds, 
                         single, 28, lives in Mandrake Falls, 
                         Vermont.

                                     CEDAR
                              (glancing at the 
                              report)
                         Thank heaven.

                                     FIRST BROTHER
                         Better wire him right away, John.

                                     CEDAR
                         I'll do no such thing. I'm going 
                         there myself. You're going with me 
                         too, Anderson - and you too, Cobb.

               He pushes a button on the intercom.

                                     VOICE
                         Yes?

                                     CEDAR
                         Make three reservations on the 
                         first train out to Mandrake Falls, 
                         Vermont.

                                     VOICE
                              (skeptically)
                         Where?

                                     CEDAR
                         Mandrake Falls.
                              (begins to spell as 
                              scene fades)
                         M-A-N—

                                                                 CUT TO:

               EXT. A STATION

               4. MEDIUM SHOT

               It is a pleasantly rural scene - with just a handful of 
               local characters scattered about. At one end of the platform - 
               some mail - newspapers - and a few pieces of freight are 
               being loaded. Cedar, Cobb and Anderson stand in front of a 
               welcome sign. The three obviously are out of their element 
               here - obviously "City folks."

               Over their shoulders. We hear Cobb's voice as he reads:

                                     COBB'S VOICE
                         Welcome to Mandrake Falls -Where 
                         the scenery enthralls -Where no 
                         hardship e'er befalls -
                         Welcome to Mandrake Falls.

               5. MEDIUM SHOT

               Cobb and Cedar exchange glances.

                                     COBB
                         That's pretty.

                                     CEDAR
                         Are you sure this is the town he 
                         lives in?

                                     ANDERSON
                         Yes sir, Mr. Cedar. This is the 
                         town all right.

                                     CEDAR
                         Well, I dropped everything at the 
                         office - I hope it's not a wild 
                         goose chase.

                                     ANDERSON
                         No, sir. We checked it thoroughly. 
                         He lives here all right.

                                     COBB
                         Ah! I spy a native. Let's ask him.

               CAMERA MOVES WITH THEM as they cross to a small, one-story 
               old brick building, covered with ivy. This is the ticket 
               and freight office combined. In front of it is a very old 
               man, a stoop-shouldered rail agent with a face of a million 
               wrinkles - puttering around some packages.

                                     CEDAR
                              (as they approach)
                         Good morning.

                                     AGENT
                              (glances up)
                         Morning, neighbors. Morning.

               He picks up a package and disappears into the building. 
               Cedar and Cobb look at each other.

                                     COBB
                         That's an excellent start. At least 
                         we've broken the ice.

               The old man returns to his pile of packages.

                                     CEDAR
                         I say, my friend, do you know a 
                         fellow by the name of Longfellow 
                         Deeds?

                                     AGENT
                         Deeds?

                                     CEDAR
                         Yes.

                                     AGENT
                         Yes, sir. Yes, indeedy. Everyone 
                         knows Deeds.

                                     CEDAR
                         Yes, I—

               He again disappears.

                                     COBB
                         Must be a game he's playing.

               The old man shows up again.

                                     CEDAR
                         We'd like to get in touch with 
                         him. It's very important.

                                     AGENT
                         Who's that?

                                     CEDAR
                         Deeds! Who do you think I'm talking 
                         about?

                                     AGENT
                         Oh, yes - Deeds. Fine fellow. Very 
                         democratic. You won't have no 
                         trouble at all. Talk to anybody.

               Whereupon the old man carries another package inside. Cobb 
               is properly exasperated now.

                                     CEDAR
                         I guess we'd better try somebody 
                         else.

                                     COBB
                         No, we won't! The next time that 
                         jumping jack comes out, I'll 
                         straddle him while you ask him 
                         your questions.

               The old man emerges from the building and looks up at them 
               as if he's never seen them before.

                                     AGENT
                         Morning, neighbors.

               6. TWO SHOT - COBB AND AGENT (FEATURING COBB)

               Cobb grabs the old man as he turns to head back into the 
               building.

                                     COBB
                         Remember us? We're the fellows who 
                         were here a minute ago.

                                     AGENT
                         Oh, yes. Yes, indeedy. I never 
                         forget a face.

               He turns again - but Cobb holds him by the arm and sets 
               him down on a small packing case.

                                     COBB
                         Listen, Pop, we've come all the 
                         way from New York to look up a 
                         fellow by the name of Deeds. It's 
                         important - very important!

                                     AGENT
                              (releasing his arm)
                         You don't have to get rough, 
                         neighbor. All you got to do is 
                         ask.

                                     COBB
                         Then please pretend, for just one 
                         fleeting moment, that I'm asking. 
                         Where does he reside?

                                     AGENT
                         Who?

               Cobb turns away in disgust. Anderson steps forward.

               CLOSE SHOT - THE THREE

                                     ANDERSON
                         Longfellow Deeds - where does he 
                         live?

                                     AGENT
                         Oh, that's what you want! Well, 
                         why didn't you say so in the first 
                         place instead of beating around 
                         the bush? Those other fellows don't 
                         know what they're talking about.
                              (as he exits scene)
                         Come on, I'll take you there in my 
                         car. If they'd only explained to 
                         me what they wanted, there would 
                         be no trouble.

               He leaves Cobb and Cedar staring after him killingly.

                                                            DISSOLVE TO:

               INT. LONGFELLOW'S LIVING ROOM

               8. MEDIUM SHOT

               A little old lady, Mrs. Meredith, answers a knock at the 
               door. Cedar, Cobb and Anderson stand there, with the old 
               man at their heels. Mrs. Meredith is a sweet, soft-voiced, 
               timid and fluttery little creature.

                                     MRS. MEREDITH
                         Oh, will you come in please, 
                         gentlemen?

                                     CEDAR
                         Is Mr. Deeds in?

                                     MRS. MEREDITH
                         No - he's over to the park arranging 
                         for the bazaar, so's to raise money 
                         for the fire engine.
                              (to old man)
                         Mal, you shoulda knowed he was in 
                         the park.

                                     AGENT
                         Knew it all the time. But these 
                         men said they wanted to see the 
                         house.
                              (mumbling as he 
                              exits)
                         Can't read their minds if they 
                         don't say what they want.

               9. GROUP SHOT

               Cobb glares after him exasperatedly. Mrs. Meredith turns 
               to Cobb and Cedar.

                                     MRS. MEREDITH
                         Come in, please. Come in. Can I 
                         get you a cup of tea?

                                     CEDAR
                         No, thanks.

                                     MRS. MEREDITH
                         Sit down. Sure I couldn't get you 
                         a glass of lemonade or something?

                                     CEDAR
                         That's very kind of you. Are you 
                         related to him?

                                     MRS. MEREDITH
                         No, I'm his housekeeper.

                                     CEDAR
                         Well, we'd like to find out 
                         something about him. What does he 
                         do for a living?

                                     MRS. MEREDITH
                         He and Jim Mason own the Tallow 
                         Works. But that's not where he 
                         makes his money. He makes most of 
                         it from his poetry.

               CLOSE SHOT - THE THREE

               Featuring Cobb.

                                     COBB
                              (skeptically)
                         He writes poetry?

                                     MRS. MEREDITH
                         Oh, my goodness, yes. Longfellow's 
                         famous. He writes all those things 
                         on postcards. You know, for 
                         Christmas - and Easter - and 
                         birthdays. Sit down, please.

               She reaches over to a desk and picks one up.

                                     MRS. MEREDITH
                         Here's one - he got $25 for this 
                         one.

               CLOSEUP - MRS. MEREDITH

               AS SHE READS - WITH FEELING:

                                     MRS. MEREDITH
                         "When you've nowhere to turn - and 
                         you're filled with doubt - Don't 
                         stand in midstream, hesitating,
                         For you know that your mother's 
                         heart cries out - 'I'm waiting, my 
                         boy, I'm waiting.'"
                              (she looks up)
                         Isn't that beautiful?

               CLOSEUP - COBB

               His eyes open unbelievingly.

                                     MRS. MEREDITH'S VOICE
                         Isn't it a lovely sentiment?

                                     COBB
                              (flatly)
                         Yeah.

               A dog enters, racing toward the door, scratching at it and 
               whining.

                                     MRS. MEREDITH
                              (as she heads toward 
                              the door)
                         Here he is now.

               She opens the door and goes out, with the dog racing ahead.

                                     COBB
                              (to Cedar - sotto 
                              voce)
                         I suggest you break it to him 
                         gently. He's liable to keel over 
                         from the shock.

               Mrs. Meredith re-appears. We hear her voice as she comes 
               through the doorway.

                                     MRS. MEREDITH
                         They've been waiting a long while.

               Longfellow Deeds trails behind her.

                                     LONGFELLOW
                         Who are they?

                                     MRS. MEREDITH
                         I don't know.

                                     CEDAR
                              (standing - formally)
                         Mr. Longfellow Deeds?

                                     LONGFELLOW
                         Yes.

                                     CEDAR
                         How do you do.

                                     LONGFELLOW
                              (shaking hands)
                         How do you do.

                                     CEDAR
                              (extending card)
                         I'm John Cedar - of the New York 
                         firm of Cedar, Cedar, Cedar and 
                         Budington.

               CLOSE SHOT - GROUP

               Featuring Cobb. He watches Longfellow who is glancing at 
               the card.

                                     LONGFELLOW
                              (reads to himself)
                         Cedar, Cedar, Cedar and Budington.
                              (looks up; smiles)
                         Budington must feel like an awful 
                         stranger, hmm?

               Cobb's eyes pop at the nifty.[1]

                                     CEDAR
                         Mr. Cornelius Cobb and Mr. Anderson.

               They exchange greetings. Longfellow gestures to chairs.

                                     LONGFELLOW
                         You gentlemen make yourselves 
                         comfortable.

                                     COBB AND ANDERSON
                         Thanks.

               14. MEDIUM SHOT

               Longfellow crosses to his tuba near a chair. He takes a 
               mouthpiece out of his pocket.

                                     LONGFELLOW
                         New mouthpiece. Been waiting two 
                         weeks for this. Kids keep swiping 
                         them all the time. They use 'em 
                         for bean shooters.
                              (he blows a note)
                         What can I do for you gentlemen?

                                     MRS. MEREDITH
                         You gentlemen going to stay for 
                         lunch?

                                     CEDAR
                              (right to the point; 
                              ignoring her)
                         I'd like to ask you a few questions.

                                     LONGFELLOW
                         All right.

               Longfellow looks at them strangely and sits down beside 
               his tuba.

                                     CEDAR
                         Mr. Deeds, are you the son of Dr. 
                         Joseph and Mary Deeds?

                                     LONGFELLOW
                         Yes.

                                     CEDAR
                         Are your parents living?

                                     LONGFELLOW
                         Why, no.

                                     CEDAR
                         Mr. Deeds, does the name of Martin 
                         W. Semple mean anything to you?

                                     LONGFELLOW
                         Not much. He's an uncle of mine, I 
                         think. I never saw him, but my 
                         mother's name was Semple, you know.

                                     CEDAR
                         Well, he passed on. He was killed 
                         in a motor accident in Italy.

                                     LONGFELLOW
                         He was? Gee, that's too bad. If 
                         there's anything I can do to—

               While he speaks, he has been adjusting the tuba between 
               his legs and now sucks on the mouthpiece, preparatory to 
               playing.

                                     CEDAR
                         I have good news for you, sir. Mr. 
                         Semple left a large fortune when 
                         he died. He left it all to you, 
                         Mr. Deeds. Deducting the taxes, it 
                         amounts to something in the 
                         neighborhood of $20,000,000.

               CLOSEUP - LONGFELLOW

               His lips are over the mouthpiece of the tuba. His only 
               reaction to the startling news is to lift his eyes in 
               Cedar's direction.

               16. GROUP SHOT

                                     MRS. MEREDITH
                         How about lunch? Are the gentlemen 
                         going to stay - or not?

                                     LONGFELLOW
                         Of course they're going to stay.
                              (to the gentlemen)
                         She's got some fresh orange layer 
                         cake. You know, with the thick 
                         stuff on the top?
                              (to Mrs. Meredith)
                         Sure, they don't want to go to the 
                         hotel.

               Mrs. Meredith leaves. Cobb and Cedar have watched this by-
               play, open-mouthed, and are now even more astounded to see 
               Longfellow blow into his tuba.

               CLOSER SHOT - THE THREE

                                     CEDAR
                              (over the noise of 
                              the tuba)
                         Perhaps you didn't hear what I 
                         said, Mr. Deeds! The whole Semple 
                         fortune goes to you! $20,000,000!

                                     LONGFELLOW
                         Oh, yes, I heard you all right. 
                         $20,000,000. That's quite a lot, 
                         isn't it?

                                     COBB
                         Oh, it'll do in a pinch.

                                     LONGFELLOW
                              (impressed)
                         Yes, indeed. I wonder why he left 
                         me all that money? I don't need 
                         it.

               He resumes his 'Oom-pahs.'

               18. CLOSE SHOT - CEDAR AND COBB

               Staring, unbelievingly.

                                                            DISSOLVE TO:

               INT. AN ALCOVE

               19. FULL SHOT

               The three men sit around a table, having lunch. By 
               Longfellow's side is, as expected, the tuba.

                                     CEDAR
                         Mr. Cobb here is an ex-newspaperman 
                         associated with your uncle for 
                         many years - as a sort of buffer.

                                     LONGFELLOW
                         Buffer?

                                     COBB
                         Yeah. A glorified doormat.

                                     CEDAR
                         Yes. You see, rich people need 
                         someone to keep the crowds away. 
                         The world's full of pests. Then 
                         there's the newspapers to handle. 
                         One must know when to seek publicity - 
                         and when to avoid it.

               During Cedar's speech, Longfellow seems to have been lost 
               in his own thoughts.

               20. CLOSE SHOT - LONGFELLOW AND COBB

               Favoring Longfellow.

                                     LONGFELLOW
                         Cedar, Cedar, Cedar and Budington. 
                         Funny, I can't think of a rhyme 
                         for Budington.

                                     COBB
                         Why should you?

                                     LONGFELLOW
                         Well, whenever I run across a funny 
                         name, I always like to poke around 
                         for a rhyme. Don't you?

                                     COBB
                         Nah.

                                     LONGFELLOW
                         I've got one for Cobb—

               CLOSE SHOT - THE GROUP

                                     LONGFELLOW
                         "There once was a man named Cobb, 
                         Who kept Semple away from the mob.  
                         Came the turn of the tide
                         And Semple - he died -
                         And now poor Cobb's out of a job!"

                                     COBB
                         Sounds like a two weeks' notice to 
                         me.

                                     LONGFELLOW
                         Huh?

                                     COBB
                         I've gotten the 'sackaroo' in many 
                         ways - but never in rhyme.

                                     LONGFELLOW
                         Oh, I don't mean that. I'm sure 
                         I'm going to need your help.

                                     COBB
                         Oh, that's different if it's just 
                         poetry.

               22. WIDER ANGLE

               As Mrs. Meredith enters with coffee which she pours.

                                     CEDAR
                         Are you a married man, Mr. Deeds?

                                     LONGFELLOW
                         Who - me? No.

                                     MRS. MEREDITH
                         No, he's too fussy for that. That's 
                         what's the matter with him. There 
                         are lots of nice girls right here 
                         in Mandrake Falls who're dying to 
                         be married—

                                     LONGFELLOW
                         Don't pay any attention to her.

                                     MRS. MEREDITH
                         He's got a lot of foolish notions - 
                         about saving a lady in distress.

                                     LONGFELLOW
                         Now you keep out of this!

                                     CEDAR
                              (diplomatically)
                         Saving a lady in distress, eh?  
                         Well, I suppose we all have dreams 
                         like that when we are young.
                              (rising)
                         Incidentally, we'd better get 
                         started. You'll have to pack.

                                     LONGFELLOW
                         What for?

                                     CEDAR
                         You're going to New York with us.

                                     LONGFELLOW
                         When?

                                     COBB
                         This afternoon - at four o'clock.

                                     LONGFELLOW
                         I don't think we've got any 
                         suitcases.

                                     MRS. MEREDITH
                         Well, we could borrow a couple 
                         from Mrs. Simpson. You know, she 
                         went to Niagara Falls last year.

                                     LONGFELLOW
                         I'm kind of nervous. I've never 
                         been away from Mandrake Falls in 
                         my life. Kind of like to see Grant's 
                         Tomb, though.

                                     CEDAR
                              (all business)
                         I can understand that.
                              (rises to go)
                         We'll take a walk around town, 
                         meet you at the train at four 
                         o'clock.
                              (shakes his hand)
                         Congratulations, Mr. Deeds. You're 
                         one of the richest men in the 
                         country. We'll see you later.
                              (to Mrs. Meredith)
                         Goodbye and thank you.

                                     COBB
                         See you later, kid.

                                     ANDERSON'S VOICE
                              (as he too exits)
                         Good day, sir.

               They exit.

               23. TWO SHOT - LONGFELLOW AND MRS. MEREDITH

                                     LONGFELLOW
                         Hear what he said? You know how 
                         much twenty million is?

                                     MRS. MEREDITH
                         I don't care how much it is. You 
                         sit right there and eat your lunch. 
                         You haven't touched a thing.

               Longfellow nibbles at some food, staring into space 
               thoughtfully.

                                                            DISSOLVE TO:

               EXT. STATION

               24. LONG SHOT

               The whole town is out. The band is playing "He's a Jolly 
               Good Fellow" - the crowd sings. It's a festive occasion. A 
               large, awkwardly painted sign looms over everyone's head. 
               It reads:

               FAREWELL LONGFELLOW DEEDS THE PRIDE OF MANDRAKE FALLS 

               25. MEDIUM SHOT - CEDAR AND ANDERSON

               They peer anxiously around, looking for someone, when Cobb 
               dashes in.

                                     COBB
                              (breathlessly)
                         I can't find him.

                                     CEDAR
                         You can't?

                                     COBB
                         I looked everywhere. I even went 
                         to his house. It's locked up.

                                     ANDERSON
                         He probably had a change of heart.

                                     CEDAR
                         He wasn't very anxious to come in 
                         the first place.

                                     COBB
                              (looking on)
                         Here comes the train.

               Cedar glances off.

               LONG SHOT (STOCK)

               Of train approaching.

               27. CLOSE SHOT - CEDAR AND COBB

               The band has already begun and is now in the midst of "For 
               He's A Jolly Good Fellow."

               At this moment, as he looks off, a startled expression 
               comes into Cobb's eyes. He grabs Cedar by the arm - who 
               glances in the direction he points.

                                     COBB
                         Look!

                                     CEDAR
                         What?

                                     COBB
                         That tuba player!

               MEDIUM SHOT - THE BAND

               With Longfellow, in his customary position, blowing on his 
               tuba.

               CONTINUATION SCENE 27

               Cedar and Cobb stare, wide-eyed, as the song is finished.

                                     COBB
                         Well, now I've seen everything.

                                                            DISSOLVE TO:

               EXT. STATION

               29. LONG SHOT

               In the b.g. is the train with Longfellow standing on the 
               observation platform, clutching his tuba. On either side 
               of him is Cedar and Cobb. In the f.g. the crowd yells its 
               farewell. Several of them stuff baskets of fruit into his 
               hands. The band plays "Auld Lang Syne."

               30. CLOSE SHOT

               Over Longfellow and Cobb's shoulders. As the train begins 
               pulling out. Longfellow smiles wanly and waves.

                                     LONGFELLOW
                         Goodbye, Mrs. Meredith!  Goodbye, 
                         Jim! Bye, Buddy! Goodbye, everybody!
                              (a pause)
                         Gosh, I've got a lot of friends.

               Cobb looks up into Longfellow's face - affected by the 
               scene.

                                                            DISSOLVE TO:

               INT. TRAIN DRAWING ROOM

               31. FULL SHOT

               Longfellow is slumped in his seat, his legs sprawled out, 
               his eyes ceilingward - in deep thought. Cobb sits across 
               from him. Cedar enters, hangs up his coat, hat and cane.

                                     COBB
                              (opening a snifter - 
                              generously)
                         Have a drink?

                                     LONGFELLOW
                              (distractedly)
                         No, thanks.

               Cobb and Cedar exchange a look.

                                     CEDAR
                         Will you have a cigar?

                                     LONGFELLOW
                         No, thank you.

               Cedar sits down.

                                     CEDAR
                              (breaking the silence)
                         I wouldn't worry if I were you. Of 
                         course, a large fortune like this 
                         entails a great responsibility - 
                         but you'll have a good deal of 
                         help. So don't worry. Leave 
                         everything to me.

                                     LONGFELLOW
                         Oh, I wasn't worried about that.

                                     CEDAR
                         No?

                                     LONGFELLOW
                         I was wondering where they're going 
                         to get another tuba player for the 
                         band.

               Cobb has just finished taking a drink and can't help but 
               nearly spit it out.

                                                               FADE OUT:

               FADE IN:

               32. LONG SHOT (STOCK)

               The 20th Century crossing the Harlem River.

                                                            DISSOLVE TO:

               ANOTHER STOCK SHOT

               Of the 20th Century going under the street level on Park 
               Avenue.

                                                            DISSOLVE TO:

               CLOSE SHOT OF OFFICE DOOR

               Upon which we read: "CEDAR, CEDAR & BUDINGTON - ENTRANCE." 
               CAMERA PULLS BACK to take in Cedar, who opens the door and 
               walks through.

               INT. GENERAL OFFICE

               CLOSE TRUCKING SHOT

               With Cedar as he strides across the room - in business-
               like fashion. He comes to a door marked "PRIVATE OFFICES." 
               He pushes this door opens and disappears.

                                     MAN'S VOICE
                              (as Cedar passes by)
                         Hello, John. Where have you been?

                                     CEDAR
                              (as he walks briskly)
                         I've been fishing.

               In the background is typical office hub-bub.

                                     CEDAR
                              (to a secretary as 
                              he passes)
                         Good morning, Celia.

                                     SECRETARY
                         Good morning, Mr. Cedar.

               A chorus of "Good Morning, Mr. Cedar!" issues from the 
               clerks. A secretary looks up.

               INT. PRIVATE OFFICES

               CLOSE TRUCKING SHOT

               With Cedar - as he passes through the room - arriving at a 
               door marked "JOHN CEDAR, PRIVATE." He goes through the 
               door.

               INT. CEDAR'S PRIVATE OFFICES - ANTEROOM

               37. FULL SHOT

               Cedar breezes in and speaks to a secretary.

                                     CEDAR
                         Good morning. Where are they?

                                     SECRETARY
                         Waiting for you in the other office.

               He strides across the room to still another door marked 
               "PRIVATE" and he disappears.

                                                            DISSOLVE TO:

               INT. CEDAR'S PRIVATE OFFICE

               38. FULL SHOT

               A group of associates sit around in large leather chairs, 
               as Cedar barges in.

                                     CEDAR
                              (beaming)
                         Good morning. Hello, boys.

               The men come to life. Some rise - others lean forward. Two 
               of them are brothers of Cedar - tall and athletic. The 
               third is a small, frightened-looking man. He is Budington.

                                     MEN
                              (ad lib)
                         Hello, John.

               What happened?

               Well, what's he like?

                                     CEDAR
                         We've got nothing to worry about. 
                         He's as naive as a child.

                                     BUDINGTON
                         John—

                                     CEDAR
                         Close that door.
                              (into dictograph)
                         Will you get Mrs. Cedar on the 
                         phone, please?

                                     FIRST BROTHER
                         Come on, John. What happened?

                                     CEDAR
                              (to associates)
                         The smartest thing I ever did was 
                         to make that trip.

                                     BUDINGTON
                              (anxiously)
                         John, did you get the - uh—

               MED. SHOT - GROUP

               Favoring Cedar.

                                     CEDAR
                              (interrupting)
                         No, Budington, I didn't get the 
                         Power of Attorney. But don't worry, 
                         I will.
                              (beaming to his 
                              brothers)
                         I asked him last night what he was 
                         going to do with the money, and 
                         what do you suppose he said?

                                     THE TWO BROTHERS
                              (gathering around 
                              him)
                         What?  I can't imagine.

                                     CEDAR
                         He said he guessed he'd give it 
                         away.

                                     THE TWO BROTHERS
                              (laughing)
                         Give it away!?  The boy must be a 
                         nit-wit!

               Budington hasn't enjoyed the joke - his mind still on their 
               problem.

                                     ONE OF THE BROTHERS
                         Well, John, you had the right hunch!

                                     BUDINGTON
                         John, if you don't mind my saying 
                         so - we can't afford to—

                                     CEDAR
                              (irascibly)
                         I know, Budington. We can't afford 
                         to have the books investigated 
                         right now. You must have said that 
                         a thousand times already.

                                     BUDINGTON
                         But what if they fall into somebody 
                         else's hands, why - uh—

                                     CEDAR
                         Well, it hasn't happened yet - has 
                         it?

                                     BUDINGTON
                              (wailing)
                         But a half million dollars! My 
                         goodness, where are we going to 
                         get—

                                     CEDAR
                              (exploding)
                         Will you stop worrying! It was I 
                         who got old man Semple to turn 
                         everything over to us, wasn't it?  
                         And who got the Power of Attorney 
                         from him ! All right, and I'll get 
                         it again!
                              (pause - change of 
                              tone)
                         I'll take it easy. Those books'll 
                         never leave this office.

                                                            DISSOLVE TO:

               INT. AN APARTMENT

               40. MEDIUM SHOT

               George Semple, a ne'er-do-well, prominent for the pouches 
               under his eyes and a perpetual nose-twitch, is sprawled 
               out in a chair reading a newspaper. A nagging wife walks 
               around him.

                                     WIFE
                         A yokel! Nothing but a yokel!  
                         Your uncle must have been mad to 
                         leave all that money to him! You're 
                         as closely related to him as he 
                         is, and what did you get?

               She storms around the room. George merely twitches his 
               nose but says nothing.

                                     WIFE
                              (slaps the paper 
                              George is reading)
                         I say, what did you get?

                                     GEORGE
                         Stop yelling. Can I help it if my 
                         uncle didn't like me?

                                     WIFE
                         I told you to be nice to him. Ten 
                         years we've been waiting for that 
                         old man to kick off. And then we 
                         were going to be on Easy Street. 
                         Yeah - on Easy Street!

                                     GEORGE
                         Oh, shut up! It's too late now, 
                         and you're a nuisance!

                                     WIFE
                         That's just what I'm going to be - 
                         a nuisance. I'm going to be a 
                         nuisance until I get hold of some 
                         of that money!

                                                            DISSOLVE TO:

               INT. EDITOR'S OFFICE, DAILY MAIL

               41. FULL SHOT

               The editor stands in front of his desk. Four of five 
               reporters in front of him - several photographers. In the 
               b.g., leaning against the wall near the door, apparently 
               indifferent, is Babe Bennett. The editor, Mac, is haranguing 
               them.

                                     MAC
                              (as he blows his 
                              nose)
                         He's news!  Every time he blows 
                         his nose, it's news. A corn-fed 
                         bohunk like that falling into the 
                         Semple fortune is hot copy . . . 
                         But it's got to be personal. It's 
                         got to have an angle. What does he 
                         think about?  How does it feel to 
                         be a millionaire! Is he going to 
                         get married!  What does he think 
                         of New York! Is he smart? Is he 
                         dumb? . . . A million angles!

               CLOSE SHOT - BABE

               She has a string in her hand which she keeps flicking, 
               trying to get a knot into it - in the manner of cowboys 
               with a rope. Mac's voice continues over scene:

               43. MEDIUM SHOT

               Of them all, as Mac continues:

                                     MAC
                         He's been here three days, and 
                         what have you numbskulls brought 
                         in! Any halfwit novice could have 
                         done better!

                                     REPORTER'S VOICE
                         Yeah, we tried too—

                                     MAC
                         Am I talking too loud? Or annoying 
                         anybody?

                                     REPORTER
                         You know Corny Cobb. He's keeping 
                         him under lock and key.

                                     MAC
                         Cobb, Cobb! Never mind about Cobb. 
                         Use what little brains you've got! 
                         Find out something yourselves, you 
                         imbecilic stupes!  Now get out of 
                         here before I really tell you what 
                         I think of you. Come on, get out!

               They scramble to their feet. One of the reporters mumbles 
               something as he passes Mac on the way to the door.

                                     REPORTER
                              (Mumbles.)

                                     MAC
                              (alert)
                         What was that?

                                     REPORTER
                              (thinking fast - 
                              covering up)
                         Huh? I said you had dirty plaster.

               MED. CLOSE SHOT AT DOOR

               As Babe is still flicking her string, trying to get a knot. 
               The reporters file past her on their way out. Just as the 
               last one is approaching, she succeeds in doing the trick.

               45. MEDIUM SHOT

               As Mac turns to Babe.

                                     MAC
                         You too! Thought I could depend on 
                         you, but you're getting as bad as 
                         the rest of them.

               He grabs up a handful of papers and starts out.

                                     BABE
                              (flicking the string)
                         Look, I can do it!

                                     MAC
                         What's gotten into you, Babe? I 
                         remember the time when you'd blast 
                         this town wide open before you'd 
                         let Cobb get away with a thing 
                         like this.

               CLOSE TWO SHOT

                                     BABE
                         Oh, he's not getting away with 
                         anything.

                                     MAC
                              (excited)
                         Listen, Babe - get me some stuff 
                         on this guy, and you can have—

                                     BABE
                         Can I have a month's vacation?

                                     MAC
                         With pay!

                                     BABE
                         With pay!

                                     MAC
                         Uh-huh.

                                     BABE
                              (casually, as she 
                              starts away)
                         Leave four columns open on the 
                         front page tomorrow.

               47. MEDIUM SHOT

               As Babe crosses to door.

                                     MAC
                         Now you're talking, Babe. I'll 
                         keep the whole front page open. 
                         What are you going to do?

                                     BABE
                              (at door)
                         Have lunch.

               She exits. Mac's face lights up happily.

                                                            DISSOLVE TO:

               EXT. RESIDENCE

               48. LONG SHOT

               Of a large, imposing-looking residence.

               INT. LONGFELLOW'S BEDROOM

               49. MEDIUM SHOT

               Longfellow stands awkwardly between two tailors - who chalk 
               and pin a suit on him. After a few seconds of silence:

                                     LONGFELLOW
                         It's the first time I ever had a 
                         suit made on purpose.

               The tailors smile accommodatingly as CAMERA PULLS BACK and 
               we discover that both Cedar and Cobb are present. Cobb is 
               slumped in a chair, and Cedar is carefully putting some 
               papers away in a portfolio.

                                     CEDAR
                         It's merely a suggestion. I don't 
                         wish to press the point, Mr. Deeds, 
                         but if you'll give me your Power 
                         of Attorney we'll take care of 
                         everything. It'll save you a lot 
                         of petty annoyances. Every shark 
                         in town will be trying to sell you 
                         something.

                                     LONGFELLOW
                         Oh, yes, there've been a lot of 
                         them around here already. Strangest 
                         kind of people. Salesmen - 
                         politicians - moochers - all want 
                         something. I haven't had a minute 
                         to myself. Haven't seen Grant's 
                         Tomb yet.

                                     CEDAR
                         Well, you see, your uncle didn't 
                         bother with that sort of thing. He 
                         left everything to us. He traveled 
                         most of the time, and enjoyed 
                         himself. You should do the same 
                         thing, Mr. Deeds.

                                     LONGFELLOW
                         Besides wanting to be my lawyer, 
                         you also want to handle my 
                         investments too?

                                     CEDAR
                         Yes. That is to say—

                                     LONGFELLOW
                         Well, outside of your regular fee, 
                         how much extra will it cost?

                                     CEDAR
                              (too quickly)
                         Oh - nothing. No extra charge.

                                     LONGFELLOW
                         That involves a lot of extra work, 
                         doesn't it?

                                     CEDAR
                              (generously)
                         Yes, but that's an added service a 
                         firm like Cedar, Cedar, Cedar and 
                         Budington usually donates.

                                     LONGFELLOW
                         Budington. Funny, I can't think of 
                         a rhyme for Budington yet.

               50. WIDER ANGLE

               As a butler stands in the doorway.

                                     BUTLER
                         The gentlemen from the opera are 
                         still waiting in the board room, 
                         sir. They're getting a trifle 
                         impatient, sir.

                                     LONGFELLOW
                         They are? I forgot all about them.
                              (to Cobb)
                         What do you think they want?

                                     CEDAR
                         Well, your uncle was Chairman of 
                         the Board of Directors. They 
                         probably expect you to carry on.

                                     COBB
                              (rising)
                         I'll tell those mugs to keep their 
                         shirts on, that you'll be right 
                         down.

                                     LONGFELLOW
                         Thanks
                              (suddenly)
                         Oh, did you send that telegram to 
                         Jim Mason?

                                     COBB
                         Jim Mason?  Oh, yeah. Yeah. No, I 
                         didn't send it. I've got it written 
                         out, though. Here it is.
                              (reaches into his 
                              pocket and reads)
                         "Arthur's been with the Tallow 
                         Works too long. STOP. Don't think 
                         we should fire him. Longfellow."

                                     LONGFELLOW
                         Fine. Send it right away. I don't 
                         want him to fire Arthur.

                                     COBB
                         Oh, sure. Sure. We don't want to 
                         fire Arthur.

                                     LONGFELLOW
                         He was the last baby my father 
                         delivered, Arthur was.

                                     CEDAR
                         I think you ought to give this 
                         matter some thought, Mr. Deeds.

                                     LONGFELLOW
                         Huh?

                                     CEDAR
                         I mean, about the Power of Attorney.

                                     LONGFELLOW
                         Oh, yes. Yes, I will.

               Cobb has stalled long enough to hear Longfellow's decision 
               before he goes out of the room.

                                     LONGFELLOW
                         I'll give it a lot of thought. 
                         There was a fellow named Winslow 
                         here a little while ago, wanted to 
                         handle my affairs for nothing too. 
                         It puzzles me why these people all 
                         want to work for nothing. It isn't 
                         natural. So I guess I'd better 
                         think about it some more.

               51. MEDIUM SHOT

               Longfellow, Cedar and the two tailors.

                                     TAILOR
                         That's that.

                                     LONGFELLOW
                         You go to an awful lot of work to 
                         keep a fellow warm, don't you?

                                     TAILOR
                         Yes, sir.

               A butler enters again.

                                     BUTLER
                         A Mr. Hallor to see you sir.

                                     CEDAR
                              (quickly)
                         Did you say Hallor?

                                     BUTLER
                         Yes, sir.

                                     CEDAR
                         Well, don't let him in.

                                     LONGFELLOW
                         Why not? Who is he?

                                     CEDAR
                         A lawyer representing some woman 
                         with a claim against the estate.
                              (to butler)
                         Tell him to see me at my office.

                                     LONGFELLOW
                         Well, if he has a claim, we'd better 
                         see him.
                              (to butler)
                         Send him in.

               The butler disappears.

                                     CEDAR
                         He's capable of causing you a lot 
                         of trouble, Mr. Deeds.

                                     LONGFELLOW
                         How can he make any trouble for 
                         me? I haven't done anything.

               The butler reappears, followed by Hallor. The minute he 
               appears, Cedar speaks up belligerently.

                                     CEDAR
                         I thought I told you to take up 
                         this matter with me, Hallor.

               MED. CLOSE GROUP SHOT

                                     HALLOR
                         I'm a little tired of being pushed 
                         around by you, Mr. Cedar - I don't 
                         care how important you are.
                              (to Longfellow)
                         Mr. Deeds, I represent Mrs. Semple.

                                     LONGFELLOW
                              (eyebrows raised)
                         Mrs. Semple?

                                     HALLOR
                         Yes. Your uncle's common-law wife. 
                         She has a legal claim on the estate.

                                     CEDAR
                         We'll let the courts decide what 
                         her legal position is.

                                     HALLOR
                         You wouldn't dare go into court 
                         with a case like this - and you 
                         know it!

               He turns to Longfellow, who has listened to them studyingly.

                                     HALLOR
                         I leave it to you, Mr. Deeds. Can 
                         you conceive of any court not being 
                         in sympathy with any woman who 
                         gave up the best years of her life 
                         for an old man like your uncle?

                                     LONGFELLOW
                         What kind of wife did you say she 
                         was?

                                     HALLOR
                         Common-law wife. On top of that, 
                         there's a child.

                                     LONGFELLOW
                         A child? My uncle's?

                                     HALLOR
                         Yes, sir.

                                     LONGFELLOW
                         That's awful. The poor woman should 
                         be taken care of immediately.

                                     HALLOR
                              (pleased)
                         I'm glad to see you're willing to 
                         be reasonable, Mr. Deeds.

                                     LONGFELLOW
                         If she was his wife, she should 
                         have all the money. That's only 
                         fair. I don't want a penny of it.

               He yanks his trousers off and hands them to the tailor.

                                     CEDAR
                         Don't make any rash promises—

               As the tailors exit, Cobb returns.

                                     COBB
                         You'd better get right down there. 
                         That opera mob is about to break 
                         into the Mad Song from "Lucia."[2]

                                     LONGFELLOW
                              (to Hallor)
                         Oh, I don't want to keep them 
                         waiting any longer. They're 
                         important people.
                              (to Cobb)
                         I wish you'd go along with me, 
                         Cobb. They're all strangers to me.

                                     HALLOR
                         Well, what about it, Mr. Deeds?

                                     LONGFELLOW
                              (getting into robe - 
                              to Hallor)
                         You'll excuse me, won't you? I'll 
                         be right back.

               He exits with Cobb.

               INT. CORRIDOR

               MED. TRUCKING SHOT

               As Longfellow and Cobb come out and start down corridor.

                                     LONGFELLOW
                         Gee, I'm busy. Did the opera people 
                         always come here for their meetings?

                                     COBB
                         Uh-huh.

                                     LONGFELLOW
                         That's funny. Why is that?

                                     COBB
                              (wisely)
                         Why do mice go where there's 
                         cheese?[3]

               INT. BOARD ROOM

               54. FULL SHOT

               A group of eight distinguished-looking men sit around a 
               long table, awaiting Longfellow's arrival. At the head of 
               the table is a Mr. Douglas.

                                     DOUGLAS
                         From what I'm led to believe, the 
                         young man's quite childish. I don't 
                         think we'll have any difficulty in 
                         getting him to put up the entire 
                         amount. After all, it's only a 
                         matter of $180,000.

                                     CHORUS OF VOICES
                         A drop in the bucket for him.

               An excellent idea!

               Why not? . . .

                                     DOUGLAS
                              (slyly)
                         You know, gentlemen, we're really 
                         very fortunate the young man is so 
                         sympathetic toward music.
                              (winking)
                         He plays the tuba in the town band.

                                     MAN
                              (who has been 
                              watching at door)
                         Here he comes.

                                     DOUGLAS
                         Good.

               There is a shuffle of preparation.

                                                            DISSOLVE TO:

               INT. DIRECTOR'S ROOM

               55. SAME SCENE

               With Longfellow and Cobb present. Longfellow looks around, 
               completely awed.

                                     DOUGLAS
                         Now, gentlemen, the first order of 
                         business will be the election of a 
                         new Chairman of the Board.

                                     A MAN
                              (rising)
                         As a sentimental gesture toward 
                         the best friend opera ever had, 
                         the late Mr. Semple, I think it 
                         only fitting that his nephew, Mr. 
                         Longfellow Deeds, should be made 
                         our next Chairman. I therefore 
                         nominate him.

                                     A VOICE
                         Second.

                                     DOUGLAS
                         All those in favor . . .

                                     EVERYBODY
                         Aye.

                                     DOUGLAS
                         Carried.
                              (rises)
                         My congratulations, Mr. Deeds.

               56. CLOSER SHOT

               Featuring Longfellow.

                                     LONGFELLOW
                              (self-consciously)
                         I'm Chairman?

                                     DOUGLAS
                              (humoring a child)
                         Oh Yes, of course - you've just 
                         been elected.

                                     LONGFELLOW
                              (to Cobb)
                         I'm Chairman.

                                     COBB
                              (dryly)
                         Happy voyage.

                                     DOUGLAS
                         Right here, Mr. Deeds.

               57. WIDER ANGLE

               As Longfellow is led to the president's chair. Douglas 
               sits next to him.

                                     DOUGLAS
                         Now, the next order of business is 
                         the reading of the Secretary's 
                         minutes . . .

                                     A VOICE
                         Move we dispense with it.

                                     ANOTHER VOICE
                         Second.

                                     DOUGLAS
                         All in favor?

                                     CHORUS OF VOICES
                         Aye!

               Longfellow looks his surprise.

                                     DOUGLAS
                         I think they can be dispensed with. 
                         We're ready now for the reading of 
                         the Treasurer's report.

                                     A VOICE
                         Move we dispense with it.

                                     ANOTHER VOICE
                         Second.

                                     DOUGLAS
                         All in favor?

                                     CHORUS OF VOICES
                         Aye!

                                     DOUGLAS
                         Quite right! Now, gentlemen, the 
                         next business will be—

               MED. CLOSE SHOT

               Featuring Longfellow, as he interrupts:

                                     LONGFELLOW
                         Wait a minute. What does the 
                         Chairman do?

                                     DOUGLAS
                         Why, the Chairman presides at the 
                         meetings.

                                     LONGFELLOW
                         That's what I thought. If you don't 
                         mind, I'm rather interested in the 
                         Treasurer's report. I'd like to 
                         hear it.

               There is an uncomfortable shuffle. For a few minutes, no 
               one speaks. From the rear, a tall man rises.

               59. CLOSE SHOT

               Featuring treasurer.

                                     TREASURER
                         The treasurer reports a deficit of 
                         $180,000 for the current year.

               CLOSE SHOT - LONGFELLOW

               He is stunned.

                                     LONGFELLOW
                         A deficit! You mean we've lost 
                         that much?

               61. WIDER ANGLE

               To include all at table.

                                     DOUGLAS
                         You see, Mr. Deeds, the opera is 
                         not conducted for profit.

                                     LONGFELLOW
                         It isn't? What is it conducted 
                         for?

                                     DOUGLAS
                         Why, it's an artistic institution—

                                     LONGFELLOW
                         We own an opera house, don't we?

                                     A VOICE
                         We do.

                                     LONGFELLOW
                         And we give shows?

                                     DOUGLAS
                         We provide opera.

                                     LONGFELLOW
                         But you charge. I mean, you sell 
                         tickets?

                                     VOICE
                         Of course.

                                     LONGFELLOW
                         And it doesn't pay?

                                     DOUGLAS
                         That's impossible. The opera has 
                         never paid.

                                     LONGFELLOW
                              (conclusively)
                         Well, then, we must give the wrong 
                         kind of shows.

               Cobb smiles. The directors are stumped.

               MED. CLOSE SHOT

               Featuring Douglas and Longfellow.

                                     DOUGLAS
                         The wrong kind! There isn't any 
                         wrong or right kind. Opera is opera!

                                     LONGFELLOW
                         I guess it is. But I personally 
                         wouldn't care to be head of a 
                         business that kept losing money. 
                         That wouldn't be common sense.  
                         Incidentally, where is the $180,000 
                         coming from?

                                     DOUGLAS
                         Well, we were rather expecting it 
                         to come from you.

                                     LONGFELLOW
                         Me?!

                                     DOUGLAS
                         Naturally.

                                     LONGFELLOW
                         Excuse me, gentlemen, there's 
                         nothing natural about that .

               He is suddenly startled. His ears prick up.

               SHOT OF DIRECTORS

               They all stare at Longfellow. Over scene comes the low 
               wailing cry of a siren, which increases in volume as it 
               gets closer to the building.

               64. MEDIUM SHOT

               Longfellow jumps up.

                                     LONGFELLOW
                         Hey, a fire engine!

               He rushes to the window and peers out. The others stare 
               unbelievably. The shriek of the siren finally dies down. 
               Longfellow turns back.

                                     LONGFELLOW
                              (admiringly)
                         Gee, that was a pip![4]
                              (as he goes back to 
                              his seat)
                         We expect we're going to have one 
                         like that in Mandrake Falls pretty 
                         soon – with a siren, too.

               There is a pause while he gets seated.

                                     LONGFELLOW
                         Now, where were we?

               MED. CLOSE SHOT AT TABLE

                                     DOUGLAS
                         You see, Mr. Deeds, the opera is 
                         not conducted like any ordinary 
                         business.

                                     LONGFELLOW
                         Why not?

                                     DOUGLAS
                         Because it just isn't a business, 
                         that's all!

                                     LONGFELLOW
                         Well, maybe it isn't to you, but 
                         it certainly is a business to me, 
                         if I have to make up a loss of 
                         $180,000. If it's losing that much 
                         money, there must be something 
                         wrong. Maybe you charge too much.  
                         Maybe you're selling bad 
                         merchandise. Maybe lots of things. 
                         I don't know. You see, I expect to 
                         do a lot of good with that money. 
                         And I can't afford to put it into 
                         anything that I don't look into. 
                         That's my decision for the time 
                         being, gentlemen. Goodbye, and 
                         thank you for making me Chairman.

               66. MED. SHOT - DIFFERENT ANGLE

               He exits, followed by Cobb, whose eyes shriek his 
               admiration. The directors watch them leave, flabbergasted. 
               Cobb's head reappears in doorway.

                                     COBB
                         Gentlemen, you'll find the smelling 
                         salts in the medicine chest.

               He disappears. The Board of Directors stare in dumb 
               stupefaction at the door.

                                                            WIPE OFF TO:

               INT. LONGFELLOW'S BEDROOM

               67. MED. SHOT

               As Longfellow enters. Hallor and Cedar rise.

                                     LONGFELLOW
                         Sorry to keep you waiting so long. 
                         Those opera people are funny. They 
                         wanted me to put up $180,000.

                                     HALLOR
                         What about it, Mr. Deeds?

                                     LONGFELLOW
                         Why, I turned them down, naturally.

                                     HALLOR
                         No, I mean - about my client.

                                     LONGFELLOW
                         Oh - we'll have to do something 
                         about the common wife.

               Longfellow's valet, Walter, enters and holds up a full 
               dress suit.

                                     WALTER
                         Tails tonight, sir?

                                     LONGFELLOW
                         What - tails?
                              (turns and sees it)
                         Why, that's a monkey suit![5] Do 
                         you want people to laugh at me?  I 
                         never wore one of those things in 
                         my life.

                                     WALTER
                         Yes, sir.

               The tailors are leaving.

                                     TAILOR
                              (shaking hands with 
                              Longfellow)
                         Goodbye, and thank you sir.

                                     LONGFELLOW
                         Goodbye.
                              (turning to the 
                              others)
                         Wants me to wear a monkey suit.

               Cedar and Hallor smile accommodatingly. Walter hands him a 
               pair of trousers.

               CLOSER SHOT OF GROUP

               As Longfellow starts getting into the trousers.

                                     HALLOR
                         Of course, we don't want to appear 
                         greedy, Mr. Deeds.

                                     LONGFELLOW
                         Huh?

                                     HALLOR
                         I say we don't want to appear 
                         greedy.

                                     LONGFELLOW
                         Oh. That.

               Walter has gotten down on his knees and holds the ends of 
               the pants.

                                     LONGFELLOW
                         What do you think you're doing?

                                     WALTER
                         Why, I'm assisting you, sir.

                                     LONGFELLOW
                         Get up from there. I don't want 
                         anybody holding the ends of my 
                         pants. Get up from there!

                                     WALTER
                              (rising)
                         Yes, sir.

                                     LONGFELLOW
                              (to others)
                         Imagine that - holding the ends of 
                         my pants!

               Hallor smiles feebly - his impatience growing.

                                     HALLOR
                         Mrs. Semple is entitled by law to 
                         one-third of the estate.

                                     LONGFELLOW
                              (to Walter)
                         And don't ever get down on your 
                         knees again, understand?

                                     WALTER
                         No, sir.

                                     LONGFELLOW
                              (to Hallor)
                         Excuse me. What did you say?

                                     HALLOR
                         Mrs. Semple is entitled to one-
                         third of the estate.

                                     LONGFELLOW
                         One-third? That's about $7,000,000 
                         isn't it?

                                     HALLOR
                              (quietly)
                         Well, we didn't expect that much. 
                         I'm sure I can get her to settle 
                         quietly for one million.

                                     CEDAR
                         If there's any talk of settlement, 
                         Hallor, take it up with me at the 
                         office.

                                     HALLOR
                         I'll do no such thing—

                                     LONGFELLOW
                         That's right. Don't you go to his 
                         office. There's only one place 
                         you're going, and that's out the 
                         door.

               Hallor looks up, surprised.

                                     HALLOR
                         You're making a mistake, Mr. Deeds.

                                     LONGFELLOW
                         Oh no, I'm not. I don't like your 
                         face. Besides, there's something 
                         fishy about a person who would 
                         settle for a million dollars when 
                         they can get seven million. I'm 
                         surprised that Mr. Cedar, who's 
                         supposed to be a smart man, couldn't 
                         see through that.

                                     HALLOR
                         Now wait a minute, buddy—

               69. MED. SHOT

               Longfellow crosses to bell cord and pulls it.

                                     LONGFELLOW
                         There's one nice thing about being 
                         rich - you ring a bell and things 
                         happen. When the servant comes in, 
                         Mr. Hallor, I'm going to ask him 
                         to show you to the door. Many people 
                         don't know where it is.

                                     HALLOR
                         No use in getting tough. That'll 
                         get you nowhere, Mr. Deeds.
                              (strongly)
                         You know, we've got letters.

               As a butler enters, Longfellow turns to him.

                                     LONGFELLOW
                         Will you show Mr. Hallor to the 
                         front door?

                                     BUTLER
                         Yes, sir.

               CLOSE SHOT AT DOOR

               As Hallor gets to it. Longfellow grabs him by the shirt 
               front and half lifts him off the floor.

                                     LONGFELLOW
                         And listen, there isn't any wife - 
                         there aren't any letters - and I 
                         think you're a crook. So you better 
                         watch your step.

               He shoves Hallor violently and he stumbles out of scene. 
               Cobb enters to Longfellow, his hand extended.

                                     COBB
                         I can't hold out on you any longer. 
                         Lamb bites wolf.
                              (shakes his head)
                         Beautiful.

                                     LONGFELLOW
                         Only common sense.

               71. MED. SHOT

               Cedar has been most uncomfortable through the scene, but 
               now suavely assumes an admiring attitude.

                                     CEDAR
                              (a forced smile)
                         I can't hold out any longer either, 
                         Mr. Deeds.
                              (holds out his hand)
                         Being an attorney for you will be 
                         a very simple affair.

                                     LONGFELLOW
                         You're not my attorney yet, Mr. 
                         Cedar. Not till I find out what's 
                         on your mind. Suppose you get the 
                         books straightened out quick so I 
                         can have a look at them.

                                     CEDAR
                         Yes, of course, if you wish. But 
                         you must be prepared. This sort of 
                         thing will be daily routine.
                              (picks up his hat)
                         If it becomes annoying, you let me 
                         know. Goodbye, Mr. Deeds. Goodbye, 
                         sir.

               Longfellow shakes his hand. Cedar exits. Longfellow stares 
               after him disgustedly, wiping his hands with his 
               handkerchief.

                                     LONGFELLOW
                         Even his hands are oily.

               Walter has entered and holds up a coat for Longfellow.

                                     COBB
                         Well, how about tonight? What would 
                         you like in the way of 
                         entertainment?

                                     LONGFELLOW
                         Entertainment?

               CLOSE TWO SHOT

                                     COBB
                         Your uncle had a weakness for dark 
                         ones, tall and stately. How would 
                         you like yours? Dark or fair, tall 
                         or short, fat or thin, tough or 
                         tender?

                                     LONGFELLOW
                         What're you talking about?

                                     COBB
                         Women! Ever heard of 'em?

                                     LONGFELLOW
                         Oh.

                                     COBB
                         Name your poison and I'll supply 
                         it.

                                     LONGFELLOW
                         Some other time, Cobb. Some other 
                         time.

                                     COBB
                         Okay, you're the boss.
                              (as he goes)
                         When your blood begins to boil, 
                         yell out. I'll be seeing you!

               73. MED. SHOT

               As Cobb exits. Longfellow turns to Walter, the valet.

                                     LONGFELLOW
                         He talks about women as if they 
                         were cattle.

                                     WALTER
                         Every man to his taste, sir.

                                     LONGFELLOW
                         Tell me, Walter, are all those 
                         stories I hear about my uncle true?

                                     WALTER
                         Well, sir, he sometimes had as 
                         many as twenty in the house at the 
                         same time.

                                     LONGFELLOW
                         Twenty! What did he do with them?

                                     WALTER
                         That was something I was never 
                         able to find out, sir.

                                                            WIPE OFF TO:

               EXT. CORRIDOR

               74. MED. SHOT

               Longfellow, exiting his bedroom, wearing a coat and hat. 
               He comes to the top of a grand staircase, looks around 
               slyly and sees that no one is watching. He slides down the 
               bannister and touches the statue at the bottom for good 
               luck.

               He starts for the door. When he gets there he finds his 
               way barred by two husky-looking mugs. He looks up surprised.

                                     FIRST BODYGUARD
                         Hey, you going out?

                                     LONGFELLOW
                         Why yes. Isn't that all right?

                                     2ND BODYGUARD
                         No. Don't ever want to go out 
                         without telling us.

                                     LONGFELLOW
                         Who are you?

                                     BODYGUARDS
                         We're your bodyguards.

                                     LONGFELLOW
                         Oh, yeah.

                                     2ND BODYGUARD
                         Yeah, Mr. Cobb said stick to your 
                         tail no matter what.

                                     LONGFELLOW
                         That's very nice of Mr. Cobb - but 
                         I don't want anybody sticking to 
                         my tail no matter what.

                                     FIRST BODYGUARD
                         Sorry, mister. Orders is orders.

                                     LONGFELLOW
                         Is that so?

                                     2ND BODYGUARD
                         Yes, sir. We gotta get you up in 
                         the morning - and we gotta put you 
                         to bed at night.

                                     FIRST BODYGUARD
                         Only it's all right. No matter 
                         what we see - we don't see nuttin', 
                         see?

                                     LONGFELLOW
                              (smiling)
                         That's going to be fun.

                                     2ND BODYGUARD
                         Some people like it.

               Longfellow glances around the room thoughtfully, then 
               continues:

                                     LONGFELLOW
                         Uh, will you do something for me 
                         before we go out?

                                     FIRST BODYGUARD
                         Sure!

               The first bodyguard eagerly takes out a pistol. The second 
               bodyguard slaps it away.

                                     2ND BODYGUARD
                              (to first bodyguard)
                         Put that away, slug!
                              (to Longfellow)
                         At your service!

                                     LONGFELLOW
                         I got a trunk in that room. Will 
                         you get it out for me?

                                     2ND BODYGUARD
                         Certainly.

                                     FIRST BODYGUARD
                         With pleasure.

               The two bodyguards accommodatingly enter a closet. The 
               moment they are gone, Longfellow closes the door calmly 
               and turns the key.

                                     BODYGUARDS
                              (ad-lib)
                         Hey, hey! We're your bodyguards. 
                         You can't do this!

               Longfellow whistles as he exits.

                                                            DISSOLVE TO:

               EXT. FRONT OF HOUSE

               MED. CLOSE SHOT

               Longfellow comes out, glances over the horizon. The air is 
               filled with a slight drizzle and he sighs happily.

                                                                 CUT TO:

               INT. TAXI CAB

               76. CLOSE SHOT

               Babe and two photographers, Bob and Frank, are huddled 
               conspiratorially in the back seat of a taxi cab.

                                     BABE
                              (pointing)
                         There he is. Yep, that's him.

                                     BOB
                         That's who?

                                     BABE
                         Get the cameras ready and follow 
                         me.

                                     FRANK
                         What are you going to do?

                                     BABE
                         Never mind. Follow me and grab 
                         whatever you can get.

                                     BOB
                         I suppose it's going to be the 
                         same old thing.

                                     FRANK
                         I tell you that dame's nuts.

                                     BOB
                         Right.

                                                                 CUT TO:

               EXT. FRONT OF HOUSE

               MED. CLOSE SHOT

               Longfellow is exiting front gate.

               78. MED. SHOT

               From his angle. Out of the shadows a girl comes into view 
               and staggers forward. She reaches a tree and clutches it 
               weakly. Then her strength failing, she crumples to the 
               ground.

               MED. CLOSE SHOT

               Longfellow's eyes widen in apprehension as he starts forward - 
               CAMERA FOLLOWING HIM. He reaches the girl and bending down, 
               lifts her head. We see it is Babe Bennett. Her eyes are 
               closed, apparently in a dead faint.

               80. CLOSE SHOT - LONGFELLOW AND BABE - LOW ANGLE

               Longfellow studies her face for a moment, then starts to 
               lift her. As he does so, her eyes open and she looks up at 
               him, feigning bewilderment.

                                     LONGFELLOW
                         You fainted.

                                     BABE
                              (feebly)
                         Oh, did I? I'm sorry . . .

               She struggles to get to her feet.

                                     81. WIDER ANGLE
                         Longfellow tries to assist her.

                                     LONGFELLOW
                         Can I help you?

                                     BABE
                         No, thank you. I'll be all right.

                                     LONGFELLOW
                         Look, this is my house. I'd like 
                         to—

                                     BABE
                         Oh, no, really - I'll be all right.

                                     LONGFELLOW
                         What happened?

                                     BABE
                         Well, I guess I walked too much. 
                         I've been looking for a job all 
                         day. I found one, too. I start 
                         tomorrow.
                              (backing away)
                         You've been awfully kind. Thank 
                         you very much.

               As she leaves him, Longfellow watches her, full of sympathy. 
               She takes a few steps and, again feigning weakness, falls 
               against the iron fence, clutching it. Longfellow rushes to 
               her assistance.

               CLOSE TWO SHOT

                                     LONGFELLOW
                              (looking around)
                         Hey, taxi!

                                                                 CUT TO:

               INT. TAXI CAB

               83. CLOSE SHOT

                                     BOB
                              (to driver)
                         Hey, stupe! Follow that cab they 
                         just got into, will you? Hurry up! 
                         Step on it!

                                     FRANK
                         Come on, come on!

                                     BOB
                         Hurry up!

                                                            DISSOLVE TO:

               INSERT: AN ELECTRIC SIGN:

               "TULLIO'S — EAT WITH THE LITERATI"

                                                            DISSOLVE TO:

               INT. TULLIO'S

               MED. CLOSE SHOT

               A corner table, surrounded by ferns, at which Longfellow 
               and Babe sit. She's still eating.

                                     LONGFELLOW
                         Feel better now?

                                     BABE
                         Mmm, it tastes so good. Mr. Deeds, 
                         I don't know how I can ever thank 
                         you.

                                     LONGFELLOW
                         Tell me more about yourself.

                                     BABE
                         Well, I guess I've told you almost 
                         everything there is to tell. My 
                         folks live in a small town near 
                         Hartford. I'm down here alone trying 
                         to make a living.
                              (hanging her head)
                         Oh, I'm really just a nobody.

               Longfellow spots a strolling violinist. He furtively beckons 
               the fellow over. The musician leans into them with romantic 
               strains.

                                     BABE
                              (as the musician 
                              finishes and strolls 
                              away)
                         Oh, that was so lovely. Thank you.

                                     LONGFELLOW
                         You were a lady in distress, weren't 
                         you?

                                     BABE
                              (looks up)
                         What?

                                     LONGFELLOW
                         Oh - uh - nothing.

                                     85. WIDER ANGLE
                         As a waiter enters the scene and 
                         begins removing dishes.

                                     LONGFELLOW
                         Waiter! Has anybody come in yet?

                                     WAITER
                         Huh? On, no. Nobody important.

                                     LONGFELLOW
                         Be sure and point 'em out to me, 
                         won't you?

                                     WAITER
                         Uh-huh.

                                     LONGFELLOW
                         I'm a writer myself, you know.

               The waiter throws Longfellow a sidelong glance of complete 
               boredom.

                                     WAITER
                         Uh-huh.

                                     LONGFELLOW
                         I write poetry.

                                     WAITER
                         Uh-huh.

               He exits.

               86. CLOSE TWO SHOT - BABE AND LONGFELLOW

                                     BABE
                         You've been having quite an exciting 
                         time here, haven't you?  All those 
                         meetings and business deals and 
                         society people - haven't you been 
                         having fun?

                                     LONGFELLOW
                         No. That is, I didn't—
                              (pause - while he 
                              looks at her)
                         Until I met you. I like talking to 
                         you, though—
                              (moodily)
                         Imagine my finding you right on my 
                         doorstep.

               87. WIDER ANGLE

               The waiter enters again.

                                     WAITER
                         Brookfield just came in.

                                     LONGFELLOW
                         Oh, the poet? Where?

                                     WAITER
                         Over at that big round table. The 
                         one that looks like a poodle.

               Longfellow stares off scene - his eyes full of worship.

                                     LONGFELLOW
                              (to Babe)
                         Look - there's Brookfield, the 
                         poet.

                                     BABE
                              (looks also)
                         Really?

               88. MED. SHOT

               From their angle, to show people at a table, engaged in 
               conversation.

               MED. CLOSE SHOT

               At Longfellow's table. He stares off at them, awed. Babe 
               watches his face.

               MED. SHOT - AUTHOR'S TABLE

               A group of five men, drinking - as the waiter enters.

                                     WAITER
                              (confidentially - 
                              indicating 
                              Longfellow)
                         Pardon. Longfellow Deeds, who just 
                         inherited the Semple fortune, wants 
                         to meet you.

                                     BROOKFIELD
                         Oh, yes. I read about him. He writes 
                         poetry on postcards.

                                     HENABERRY
                         Let's invite him over. Might get a 
                         couple of laughs. Getting rather 
                         dull around here.

                                     MORROW
                         It's always dull here.

                                     BROOKFIELD
                              (rising)
                         I'll get him.

                                     HENABERRY
                         Good.

                                                            DISSOLVE TO:

               MED. SHOT - ROUND TABLE

               At which they are all seated now. Babe sits next to 
               Longfellow, who is the center of attraction. Brookfield is 
               just finishing introductions.

                                     BROOKFIELD
                         Henaberry, Mr. Morrow, Bill - this 
                         is Mr. Deeds and his fiancée from 
                         Mandrake Falls.

                                     THE GROUP
                              (ad-lib)
                         How do!
                         Hello!
                         Nice to meet you!

                                     LONGFELLOW
                         Nice of you to ask us to come and 
                         sit with you. Back home we never 
                         get a chance to meet famous people.

                                     BILL
                              (calling waiter)
                         Waiter! A little service here.

                                     THE GROUP
                              (ad-lib)
                         Yes!
                         Mr. Deeds is a distinguished poet.
                         A drink for Mr. Deeds!

                                     HENABERRY
                         He's a poet. Have a drink.

                                     LONGFELLOW
                         No - I don't want it, thank you.

                                     HENABERRY
                         Why, you must drink! All poets 
                         drink!

               92. MED. CLOSE SHOT - THE GROUP

                                     BILL
                         Tell us, Mr. Deeds. How do you go 
                         about writing your poems? We 
                         craftsmen are very interested in 
                         one another's methods.

                                     HENABERRY
                         Yes. Do you have to wait for an 
                         inspiration, or do you just dash 
                         it off?

                                     LONGFELLOW
                              (self-consciously)
                         Well, I don't know. I—

                                     HENABERRY
                         Mr. Morrow, over there, for 
                         instance, just dashes them off.

                                     MORROW
                         Yes. That's what my publishers 
                         have been complaining about.

               They all laugh superficially.

               93. CLOSE SHOT GROUP - BABE AND LONGFELLOW

               Babe glances up at Longfellow, to see if he's aware that 
               he is being laughed at. But he apparently isn't.

                                     LONGFELLOW
                              (laughing feebly)
                         Your readers don't complain, Mr. 
                         Morrow.

                                     MORROW'S VOICE
                         Oh, thanks. Thanks.

                                     BROOKFIELD
                         How about you, Mr. Deeds?

                                     LONGFELLOW
                         Well, I write mine on order. The 
                         people I work for just tell me 
                         what they want and then I go to 
                         work and write it.

                                     BROOKFIELD
                         Amazing! Why, that's true genius!

                                     HENABERRY
                         Yes. Have you any peculiar 
                         characteristics when you are 
                         creating?

                                     LONGFELLOW
                         Well, I play the tuba.

               They all laugh.

                                     MORROW
                         I've been playing the harmonica 
                         for forty years - didn't do me a 
                         bit of good.

               CLOSE SHOT - GROUP

                                     BROOKFIELD
                         You wouldn't have one in your 
                         pocket, would you, Mr. Deeds?

                                     LONGFELLOW
                              (smiling)
                         What? A tuba?

               They all laugh.

                                     BROOKFIELD
                         No, a postcard - with one of your 
                         poems on it.

               Longfellow is beginning to sense he is being kidded.

                                     LONGFELLOW
                              (his face sober)
                         No.

                                     HENABERRY
                         You mean to tell me you don't carry 
                         a pocketful around with you?

                                     BROOKFIELD
                         Too bad! I was hoping you'd 
                         autograph one for me.

                                     HENABERRY
                         I was too.

                                     BILL
                         Quite right.

               MED. GROUP SHOT

               As they keep on. Longfellow has his eyes levelled on each 
               speaker in turn, obviously cognizant of their ill-concealed 
               jibes.

                                     HENABERRY
                         Wait a minute, boys. Perhaps Mr. 
                         Deeds would recite one for us.

                                     THE OTHER'S VOICES
                              (ad-lib)
                         Yes!

                                     BROOKFIELD
                         That's a very good idea. Nothing 
                         like a poet reciting his own stuff.

                                     ONE OF THE OTHERS
                         How about a Mother's Day poem, Mr. 
                         Deeds?

                                     HENABERRY
                         Exactly! Give us one that wrings 
                         the great American heart.

                                     THE GROUP
                              (ad-lib)
                         Yes.

               Babe has been watching Longfellow, interested. Now, when 
               their voices die down - and they wait expectantly - he 
               speaks quietly.

                                     LONGFELLOW
                              (deeply hurt)
                         I guess I get the idea. I guess I 
                         know why I was invited here. To 
                         make fun of me.

               MED. SHOT - GROUP

                                     SEVERAL VOICES
                              (ad-lib)
                         Oh, come now.
                         I wouldn't say that.

                                     HENABERRY
                         Look, he's temperamental.

                                     LONGFELLOW
                              (levelling off at 
                              him)
                         Yeah, what if I am? What about it?

               Henaberry's face sobers.

                                     LONGFELLOW
                              (simply)
                         It's easy to make fun of somebody 
                         if you don't care how much you 
                         hurt 'em.
                              (to Brookfield)
                         I think your poems are swell, Mr. 
                         Brookfield, but I'm disappointed 
                         in you. I know I must look funny 
                         to you, but maybe if you went to 
                         Mandrake Falls you'd look just as 
                         funny to us . Only nobody would 
                         laugh at you and make you feel 
                         ridiculous - 'cause that wouldn't 
                         be good manners.

               CLOSE SHOT - LONGFELLOW

               AS HE RISES, CONTINUING:

                                     LONGFELLOW
                         I guess maybe it is comical to 
                         write poems for postcards, but a 
                         lot of people think they're good. 
                         Anyway, it's the best I can do. So 
                         if you'll excuse me, we'll be 
                         leaving. I guess I found out that 
                         all famous people - aren't big 
                         people . . .

               98. MED. SHOT

               The group watches him silently as he leaves the table 
               accompanied by Babe. For a moment they are nonplussed - 
               then they break into raucous laughter - all but Morrow.

               CLOSE TRUCKING SHOT

               With Longfellow and Babe as they take several steps. Then 
               he abruptly stops.

                                     LONGFELLOW
                              (turning to them)
                         There's just one thing more. If it 
                         weren't for Miss Dawson being here 
                         with me, I'd probably bump your 
                         heads together.

                                     BABE
                              (quickly)
                         Oh, I don't mind.

               Longfellow stares at her for a moment.

                                     LONGFELLOW
                         Then I guess maybe I will.

               He starts back toward the table.

               MED. SHOT AT TABLE

               Protectively, Brookfield and Henaberry rise from their 
               chairs. But they are too late, for Longfellow clips 
               Brookfield on the chin first with his left fist - and with 
               his right catches Henaberry on the jaw. The punches are 
               almost simultaneous. The surprise attack catches the men 
               off-guard and they fall backward. A waiter rushes forward 
               to escort Longfellow and Babe out.

                                     WAITER
                              (calling out)
                         Manager!

               Morrow, who never budged from his chair, and who has watched 
               Longfellow with great admiration, now rises to catch up to 
               him.

                                     MORROW
                              (an outcry)
                         Eureka!

               INT. FOYER OF TULLIO'S

               101. MED. SHOT

               As Morrow catches up to Longfellow and Babe, who are on 
               their way out. The waiter is shooing people away.

                                     WAITER
                         Step aside, step aside!

               Morrow barges forward. Longfellow and Babe turn.

                                     MORROW
                              (obviously groggy 
                              with drink)
                         Say fellow, you neglected me - and 
                         I feel very put out.
                              (points to his chin)
                         Look, sock it right there, will 
                         you? Lay one right on the button,[6] 
                         but sock it hard.

               CLOSE SHOT - THE THREE

                                     LONGFELLOW
                         That's all right. I got it off my 
                         chest.

                                     MORROW
                         The difference between them and me 
                         is I know when I've been a skunk. 
                         You take me to the nearest news-
                         stand and I'll eat a pack of your 
                         postcards raw. Raw!

               Longfellow and Babe smile. As Morrow continues to speak, 
               he sways drunkenly and would fall over backwards a couple 
               of times in midsentence if the alert Longfellow didn't 
               have a clutch on his collar.

                                     MORROW
                         Oh, what a magnificent deflation 
                         of smugness. Pal, you've added ten 
                         years to my life!  A poet with a 
                         straight left and a right hook - 
                         delicious! Delicious!  You're my 
                         guest from now on - forever and a 
                         day - even unto eternity!

                                     LONGFELLOW
                         Thanks, but Miss Dawson and I are 
                         going out to see the sights.

                                     MORROW
                         Fine, fine. Swell, You just showed 
                         me a sight lovely to behold, and 
                         I'd like to reciprocate. Listen, 
                         you hop aboard my magic carpet—
                              (Longfellow catches 
                              him before he falls 
                              backward in his 
                              enthusiasm)
                         —thanks - and I'll show you sights 
                         that you've never seen before.

                                     LONGFELLOW
                         I'd kind of like to see Grant's 
                         Tomb - and the Statue of Liberty.

               CLOSE SHOT - GROUP

               Favoring Morrow.

                                     MORROW
                         Well, you'll not only see those, 
                         but before the evening's half 
                         through, you'll be leaning against 
                         the Leaning Tower of Pisa - you'll 
                         mount Mt. Everest. I'll show you 
                         the Pyramids and all the little 
                         Pyramiddes, leaping from sphinx to 
                         sphinx. Pal, how would you like to 
                         go on a real, old-fashioned binge?

                                     LONGFELLOW
                              (puzzled)
                         Binge?

                                     MORROW
                         Yes. I mean the real McCoy. Listen, 
                         you play saloon with me, and I'll 
                         introduce you to every wit, every 
                         nit-wit, and every half-wit in New 
                         York. We'll go on a twister that'll 
                         make Omar the soused philosopher 
                         of Persia[7] look like an anemic 
                         on a goat's milk diet.

               Longfellow saves him - once again - from crashing over.

               CLOSE SHOT - GROUP

               Featuring Longfellow.

                                     LONGFELLOW
                              (vaguely)
                         That ought to be fun.

                                     MORROW
                         Fun?  Say, listen, I'll take you 
                         on a bender that will live in your 
                         memory as a thing of beauty and 
                         joy forever.
                              (to someone off)
                         Boy! Boy! My headpiece!

               He exits from the scene. CAMERA FOLLOWING HIM.

                                     MORROW
                              (to the world in 
                              general)
                         Oh, Tempora! Oh, Moeraes! Oh, 
                         Bacchus![8] He bumps into a woman, 
                         who glares at him.

                                     WOMAN
                         Oh, you're drunk.

                                     MORROW
                              (unmindful)
                         Oh, you're right.

               105. CLOSEUP - BABE AND LONGFELLOW

                                     LONGFELLOW
                              (to Babe)
                         I guess if we go with him, we'll 
                         see things, huh?

               She looks up at his face, amazed at his innocence.

                                     BABE
                         Yes, I guess we will.

                                                               FADE OUT:

               INT. MAC'S OFFICE

               106. MED. SHOT

               Mac is reading the story, eyes sparkling. Babe is sprawled 
               in a chair, doing tricks with a coin.

                                     MAC
                              (reads)
                         "'I play the tuba to help me think.'  
                         This is one of the many startling 
                         statements made by Longfellow Deeds - 
                         New York's new Cinderella Man - 
                         who went out last night to prove 
                         that his uncle, the late M.W. Semple -
                         from whom he inherited $20,000,000 - 
                         was a rank amateur in the art of 
                         'standing the town on its 
                         cauliflower ear' . . . "

               He looks up.

                                     MAC
                         Cinderella Man! That's sensational, 
                         Babe! Sensational!

                                     BABE
                         It took some high-powered acting, 
                         believe me.

                                     MAC
                         Did it?

                                     BABE
                         I was the world's sweetest ingenue.

                                     MAC
                         Is he really that big a sap?

               CLOSE SHOT - THE TWO

               Favoring Babe.

                                     BABE
                         He's the original. There are no 
                         carbon copies of that one.

                                     MAC
                         Cinderella Man! Babe, you stuck a 
                         tag on that hick that'll stick to 
                         him the rest of his life. Can you 
                         imagine Cobb's face when he reads 
                         this?

                                     BABE
                         If we could sell tickets, we'd 
                         make a fortune.

               She covers the coin with palm of other hand, and the coin 
               disappears. But Mac is too excited to pay any attention.

                                     MAC
                         How'd you get the picture?

                                     BABE
                         Had the boys follow us.

                                     MAC
                         Marvelous!
                              (reads again)
                         "At two o'clock this morning, Mr. 
                         Deeds tied up traffic while he fed 
                         a bagful of doughnuts to a horse.  
                         When asked why he was doing it, he 
                         replied: 'I just wanted to see how 
                         many doughnuts this horse would 
                         eat before he'd ask for a cup of 
                         coffee.'"
                              (laughs)
                         Beautiful! What happened after 
                         that?

                                     BABE
                         I don't know. I had to duck to get 
                         the story out. He was so far along 
                         he never even missed me.

                                     MAC
                         When're you going to see him again?

                                     BABE
                         Tonight, maybe.
                              (looks at her watch)
                         I'll phone him at noon.
                              (explaining)
                         Oh, my lunch hour. I'm a 
                         stenographer, you know. Mary Dawson.

               MED. SHOT - THE TWO

               Favoring Mac.

                                     MAC
                              (laughing)
                         You're a genius, Babe - a genius!

                                     BABE
                         I even moved into Mabel Dawson's 
                         apartment - in case old snoopy 
                         Cobb might start looking around.

                                     MAC
                              (all excited)
                         Good! Good!  Stay there. Don't 
                         show your face down here. I'll 
                         tell everybody you're on your 
                         vacation. They'll never know where 
                         the stories are coming from. Stick 
                         close to him, Babe - you can get 
                         an exclusive story out of him every 
                         day for a month. We'll have the 
                         other papers crazy.
                              (starts for her)
                         Babe, I could kiss you!

               109. WIDER ANGLE

                                     BABE
                              (sidestepping)
                         Oh, no. No. Our deal was for a 
                         month's vacation - with pay.

                                     MAC
                         Sure.

                                     BABE
                         With pay!  She is out the door.

                                     MAC
                              (yelling after her)
                         You'll get it, Babe. You'll get 
                         it.

                                                            DISSOLVE TO:

               INT. LONGFELLOW'S BEDROOM

               110. CLOSE SHOT

               Walter leans over the bed violently, shaking Longfellow, 
               who is lost in drunken sleep.

                                     WALTER
                         Mr. Deeds - Mr. Deeds, sir - you 
                         really must get up. It's late!

                                     LONGFELLOW
                              (without budging - 
                              without opening 
                              his eyes)
                         You're Walter, aren't you?

                                     WALTER
                         Yes, sir.

                                     LONGFELLOW
                         I just wanted to make sure.

               CLOSE SHOT - WALTER

               He smiles.

                                     WALTER
                         If you'll permit me to say so, 
                         sir, you were out on quite a bender 
                         last night, sir.

               CLOSE SHOT - LONGFELLOW

               Longfellow opens one eye - and then the other, blinking. 
               As consciousness returns to him, he glances around the 
               room as if to get his bearings.

                                     LONGFELLOW
                         Bender? You're wrong, Walter. We 
                         started out to a binge but we never 
                         got to it.

               MED. CLOSE SHOT - THE TWO

               Walter offers him a drink on a tray.

                                     WALTER
                              (humoring him)
                         Yes, sir.

                                     LONGFELLOW
                         What's that?

                                     WALTER
                         A Prairie Oyster, sir.[10]

                                     LONGFELLOW
                              (slow to comprehend 
                              anything)
                         Prairie? Oysters?

                                     WALTER
                         Yes, sir. It makes the head feel 
                         smaller.

               Longfellow takes it and downs it in one swig.

                                     LONGFELLOW
                              (his face finally 
                              reacting)
                         Oh. Oh!
                              (remembering)
                         Has Miss Dawson called yet?

                                     WALTER
                         Miss Dawson, sir? No, sir. No Miss 
                         Dawson has called, sir.

                                     LONGFELLOW
                         She was a lady in distress. She 
                         wouldn't let me help her. Got a 
                         lot of pride. I like that.

                                     WALTER
                         Oh, I do too, sir.

                                     LONGFELLOW
                         I'd better call her up and 
                         apologize. I don't remember taking 
                         her home last night.

                                     WALTER
                         I'd venture to say, sir, you don't 
                         remember much of anything that 
                         happened last night, sir.

               CLOSE SHOT - THE TWO

               Favoring Longfellow.

                                     LONGFELLOW
                         What do you mean? I remember 
                         everything!  Hand me my pants - I 
                         wrote her phone number on a piece 
                         of paper.

                                     WALTER
                         You have no pants, sir.

               Longfellow looks up slowly. Walter goes on:

                                     WALTER
                         You came home last night - without 
                         them.

                                     LONGFELLOW
                              (after a double 
                              take)
                         I did what!

                                     WALTER
                         As a matter of fact, you came home 
                         without any clothes. You were in 
                         your - uh - shorts. Yes, sir.

                                     LONGFELLOW
                         Oh, don't be silly, Walter. I 
                         couldn't walk around in the streets 
                         without any clothes. I'd be 
                         arrested.

                                     WALTER
                         That's what the two policemen said, 
                         sir.

                                     LONGFELLOW
                         What two policemen?

                                     WALTER
                         The ones who brought you home, 
                         sir. They said you and another 
                         gentleman kept walking up and down 
                         the streets, shouting: "Back to 
                         nature! Clothes are a blight on 
                         civilization! Back to nature!"

               Longfellow watches his face, fascinated. Slowly it is all 
               coming back to him.

                                     LONGFELLOW
                         Listen, Walter, if a man named 
                         Morrow calls up, tell him I'm not 
                         in. He may be a great author, but 
                         I think he's crazy. The man's crazy, 
                         Walter.

               115. REVERSE ANGLE

               Favoring Walter.

                                     WALTER
                         Yes, sir. By the way, did you—

               Longfellow slowly swings out of bed into a sitting position. 
               Walter kneels to put on Longfellow's slippers. Longfellow 
               balks, points, silently reminding Walter that he has broken 
               his promise not to kneel down in front of him.

                                     LONGFELLOW
                              (pointing)
                         Please!

                                     WALTER
                         But how'll I put on the slipper, 
                         sir?

               Longfellow's expression begs no disagreement. Walter stands, 
               fumbling with the shoes from a stooped posture.

                                     WALTER
                              (continuing)
                         Yes, sir. I beg pardon, sir, but 
                         did you ever find what you were 
                         looking for, sir?

                                     LONGFELLOW
                         Looking for?

                                     WALTER
                         You kept searching me last night, 
                         sir. Going through my pockets. You 
                         said you were looking for a rhyme 
                         for Budington.

                                     LONGFELLOW
                              (flatly)
                         Better bring me some coffee, Walter.

                                     WALTER
                         Very good, sir.
                              (remembering)
                         Oh, I beg pardon. A telegram came 
                         for you, sir.
                              (he hands the 
                              telegram to 
                              Longfellow)
                         I'll get you some black coffee, 
                         sir.

               116. MEDIUM SHOT

               Following Walter's exit. Longfellow quickly opens the 
               telegram. His face clouds. At this moment, Cobb comes 
               bursting into the room - a newspaper in his hand.

                                     COBB
                              (wildly)
                         Did you see all this stuff in the 
                         papers?

                                     LONGFELLOW
                              (holding out telegram)
                         Arthur wants to quit!

                                     COBB
                         Arthur! Who's Arthur?

                                     LONGFELLOW
                         He's the shipping clerk at the 
                         Tallow Works. Wants a $2 raise - 
                         or he'll quit.

                                     COBB
                              (he goes crazy)
                         What do I care about Arthur! Did 
                         you see this stuff in the paper? 
                         How'd it get in there? What'd you 
                         do last night? Who were you talking 
                         to?

               He flings the paper on the bed. Longfellow glances at it, 
               and his face clouds.

                                     COBB
                              (while Longfellow 
                              reads)
                         And what'd you do to those 
                         bodyguards? They quit this morning. 
                         Said you locked them up.

                                     LONGFELLOW
                         Oh, they insisted on following me.

               117. TWO SHOT

                                     COBB
                              (wildly)
                         What do you think bodyguards are 
                         for?

                                     LONGFELLOW
                              (glances up)
                         What do they mean by this - 
                         "Cinderella Man!"

                                     COBB
                         Are those stories true?

               118. CLOSE SHOT - LONGFELLOW AND COBB

               Longfellow has his eyes glued on the paper.

                                     LONGFELLOW
                         I don't remember. "Cinderella Man!" 
                         What do they mean by that?

                                     COBB
                         They'd call you anything if you 
                         gave them half a chance. They've 
                         got you down as a sap.

                                     LONGFELLOW
                              (calmly)
                         I think I'll go down and punch 
                         this editor on the nose.

                                     COBB
                              (quickly)
                         No, you don't! Get this clear: 
                         Socking people is no solution for 
                         anything.

               119. TWO SHOT

                                     LONGFELLOW
                         Sometimes it's the only solution.

                                     COBB
                         Not editors. Take my word for it. 
                         Not editors!

                                     LONGFELLOW
                         If they're going to poke fun at 
                         me, I'm going to—

                                     COBB
                              (bends over, 
                              earnestly)
                         Listen. Listen, Longfellow. You've 
                         got brains, kid. You'll get along 
                         swell if you'll only curb your 
                         homicidal instincts - and keep 
                         your trap shut. Don't talk to 
                         anybody! These newshounds are out 
                         gunning for you.

                                     LONGFELLOW
                              (referring to paper)
                         But what about this "Cinderella 
                         Man"?

                                     COBB
                         That's my job. I'll take care of 
                         that. I'll keep that stuff out of 
                         the papers - if you'll help me. 
                         But I can't do anything if you go 
                         around talking to people. Will you 
                         promise me to be careful from now 
                         on?

                                     LONGFELLOW
                         Yes, I guess I'll have to.

                                     COBB
                              (mopping his brow)
                         Thank you.
                              (as he goes)
                         If you feel the building rock, 
                         it'll be me blasting into this 
                         editor.

               120. MED. SHOT

               He exits. During the scene Walter has entered with a tray, 
               which he has adjusted on Longfellow's knee.

                                     LONGFELLOW
                         Cobb's right. I mustn't talk to 
                         anybody.

                                     BUTLER
                              (entering)
                         Miss Dawson on the phone, sir.

                                     LONGFELLOW
                              (alertly)
                         Who? Miss Dawson?

                                     BUTLER
                         Yes, sir.

                                     LONGFELLOW
                         Fine. I'll talk to her. Give me 
                         the phone, quick. She's the only 
                         one I'm going to talk to from now 
                         on.

               As the butler scurries around for the phone,

                                                            DISSOLVE TO:

               EXT. TOP OF FIFTH AVENUE BUS - NIGHT - (PROCESS)

               121. CLOSE SHOT - BABE AND LONGFELLOW

               Longfellow looks around, absorbed. Babe watches him.

                                     LONGFELLOW
                         It's awfully nice of you to show 
                         me around like this.

                                     BABE
                         I enjoy it.

                                     LONGFELLOW
                         The Aquarium was swell. If I lived 
                         in New York, I'd go there every 
                         day. I'll bet you do.

                                     BABE
                         Well, I'd like to - but I have a 
                         job to think of.

               EXT. STREET

               MED. CLOSE SHOT - A TAXI

               Directly behind the bus. A man's head is stuck out of taxi 
               window. We recognize it as one of the photographers, Bob.

                                     BOB
                              (to driver)
                         Hey, flap-ears![11] You better 
                         keep following that bus!

                                     DRIVER'S VOICE
                         Keep your shirt on!

               INT. THE TAXI - PROCESS

               123. CLOSE SHOT - BOB AND FRANK

               Two photographers, with their equipment. They keep their 
               eyes glued on the bus in front. They return to their seats.

                                     BOB
                         It don't look as though we're gonna 
                         get any pictures tonight.

                                     FRANK
                         Babe ought to get him drunk again.

               EXT. TOP OF BUS

               124. CLOSE SHOT - BABE AND LONGFELLOW

                                     BABE
                         Got any news—

                                     (CATCHES HERSELF)
                         I mean, has anything exciting been 
                         happening lately?

                                     LONGFELLOW
                         Sure. I met you.

                                     BABE
                              (laughs)
                         Oh. What's happening about the 
                         opera?

                                     LONGFELLOW
                         Oh, that - well, we had another 
                         meeting. I told them I'd go on 
                         being Chairman if—

                                     (EXPLAINING)
                         I'm Chairman, you know.

                                     BABE
                         Yes, I know.

                                     LONGFELLOW
                         I told 'em I'd play along with 
                         them if they lowered their prices - 
                         and cut down expenses - and 
                         broadcast.

                                     BABE
                         What did they say?

                                     LONGFELLOW
                         Gosh, you look pretty tonight.

                                     BABE
                         What did they say?

                                     LONGFELLOW
                         Huh?  Oh. They said I was crazy. 
                         Said I wanted to run it like a 
                         grocery store.

                                     BABE
                         What are they going to do?

                                     LONGFELLOW
                              (leans over close 
                              to her)
                         Do you always wear your hair like 
                         that?

               125. WIDER SHOT

               At this point, two girls pass by, chattering. One girl has 
               a paper open.

                                     FIRST GIRL
                         Isn't it a scream - "Cinderella 
                         Man!" The dope!

                                     2ND GIRL
                         I'd like to get my hooks into that 
                         guy.

                                     FIRST GIRL
                         Don't worry. Somebody's probably 
                         taking him for plenty.

               They are gone. Longfellow glares after them. Babe is afraid 
               to look up.

                                     LONGFELLOW
                              (quietly)
                         If they were men, I'd knock their 
                         heads together.

               Babe is silent. Longfellow watches her for a moment.

               CLOSE SHOT - THE TWO

               Favoring Longfellow.

                                     LONGFELLOW
                         Have you seen the papers?

                                     BABE
                         Uh-huh.

                                     LONGFELLOW
                         That's what I like about you. You 
                         think about a man's feelings. I'd 
                         like to go down to that newspaper 
                         and punch the fellow in the nose 
                         that's writing that stuff—

               MED. CLOSE SHOT - THE TWO

               She looks up, startled.

                                     LONGFELLOW
                         —"Cinderella Man!" I guess pretty 
                         soon everybody will be calling me 
                         "Cinderella Man."

               Babe has had an uncomfortable time of it - and quickly 
               changes the subject.

                                     BABE
                         Would you like to walk the rest of 
                         the way? It's so nice out.

                                     LONGFELLOW
                         Yes.

                                     BABE
                         Yeah, let's.

               She jumps up from her seat, and Longfellow follows.

               INT. THE TAXI

               MED. CLOSE SHOT

               Favoring the taxi driver.

                                     DRIVER
                         Hey, wise guys. He's getting off.

               This sets off a mad scramble.

                                     BOB AND FRANK
                              (ad-lib)
                         Hey, come on!

               Pull over to the curb!

                                                            DISSOLVE TO:

               EXT. RIVERSIDE DRIVE - GRANT'S TOMB

               129. MED. CLOSE SHOT - LONGFELLOW AND BABE

               He stands across the street from Grant's Tomb, looking 
               solemn. His eyes moist. She is unaware of his emotion.

                                     BABE
                         Come on, don't you want to see it?

               INT. THE TAXI

               MED. SHOT - BOB AND FRANK

                                     FRANK
                         Feast your eyes. Grant's Tomb!

                                     BOB
                         Is that it?
                              (to driver)
                         Hey, beetle-puss! The Tomb!

               131. MED. CLOSE SHOT - LONGFELLOW AND BABE

               As they approach the monument.

                                     BABE
                         There you are. Grant's Tomb. I 
                         hope you're not disappointed.

                                     LONGFELLOW
                              (throatily)
                         It's wonderful.

                                     BABE
                         To most people, it's an awful 
                         letdown.

                                     LONGFELLOW
                              (in awe)
                         Huh?

                                     BABE
                         I say, to most people it's a 
                         washout.

                                     LONGFELLOW
                         That depends on what they see.

                                     BABE
                              (looks up at him)
                         Now, what do you see?

               CLOSEUP - LONGFELLOW

                                     LONGFELLOW
                         Me?  Oh, I see a small Ohio farm 
                         boy becoming a great soldier. I 
                         see thousands of marching men. I 
                         see General Lee with a broken heart, 
                         surrendering, and I can see the 
                         beginning of a new nation, like 
                         Abraham Lincoln said. And I can 
                         see that Ohio boy being inaugurated 
                         as President—
                              (dreamily)
                         Things like that can only happen 
                         in a country like America.

               CLOSEUP - BABE

               To intercut with above speech. During his recital, she 
               watches his face, fascinated. Her impulse is to laugh, but 
               she finds that she can't.

                                     LONGFELLOW
                              (overcome - he almost 
                              chokes on his final 
                              words)
                         Excuse me!

                                                               FADE OUT:

               INT. PRIVATE OFFICES

               MED. CLOSE SHOT

               A switchboard operator fielding calls.

                                     SWITCHBOARD OPERATOR
                         Sorry, Mr. Hopper. Mr. Cedar won't 
                         answer his phone. Sorry.

                                     OFFICE CLERK
                              (passing by)
                         Say, what's going on in the boss's 
                         office?

                                     SWITCHBOARD OPERATOR
                         Search me. The three 'Cs' and little 
                         'B' have been in there for over an 
                         hour.

               INT. CEDAR'S PRIVATE OFFICE

               135. FULL SHOT

               Cedar paces the floor. His brothers look worried. Budington 
               is enthroned at Cedar's desk.

                                     BUDINGTON
                         don't want to be critical, John, 
                         but here it is—

                                     CEDAR
                              (pouncing on him)
                         Yes, I know. A week's gone by and 
                         we haven't got the Power of Attorney 
                         yet!

                                     BUDINGTON
                         Yes, but you said—

                                     CEDAR
                              (walking way from 
                              him)
                         I don't care what I said. I can't 
                         strangle him, can I!

                                     FIRST BROTHER
                         It's ridiculous for us to have to 
                         worry about a boy like that.
                              (crosses to desk)
                         Look at these articles about him! 
                         "Cinderella Man!" Why, he's carrying 
                         on like an idiot.

                                     BUDINGTON
                         Exactly what I was saying to my 
                         wife when this—

                                     FIRST BROTHER
                         Who cares what you were saying to 
                         your wife?

               There is a moment's awkward silence. The silence is broken 
               by the buzzing of the dictograph. Cedar crosses to it and 
               snaps the button.

               CLOSE SHOT AT DESK

               As secretary's voice comes over dictograph:

                                     CEDAR
                         Yes?

                                     SECRETARY'S VOICE
                         Mr. and Mrs. Semple are still 
                         waiting.

                                     CEDAR
                              (irritated)
                         I can't help it. Let them wait!

               He snaps the dictograph off.

               MED. SHOT GROUP

                                     FIRST BROTHER
                         Those people have been in to see 
                         me every day this week.

                                     2ND BROTHER
                         Who are they ?

                                     CEDAR
                              (dismissing it)
                         Relatives of old man Semple.

                                     FIRST BROTHER
                         They keep insisting they should 
                         have some nuisance value.

                                     CEDAR
                         Nuisance value?

                                     FIRST BROTHER
                         They say if it hadn't been for 
                         Deeds, they'd have gotten all the 
                         money.

                                     CEDAR
                              (suddenly)
                         Nuisance value.
                              (thinks a minutes - 
                              crosses to door)
                         Maybe they have! Maybe they have! 
                         Maybe they have!
                              (opens door)
                         Mr. and Mrs. Semple, please. How 
                         do you do?

               The others all stand around - as the Semples enter.

                                     MRS. SEMPLE
                         We've been trying to—

               138. MED. CLOSE SHOT - CEDAR AND THE SEMPLES

                                     CEDAR
                              (smoothly cutting 
                              her off)
                         I'm so sorry to have kept you 
                         waiting. How are you, sir? I don't 
                         know what my secretary could
                         Have been thinking to keep you 
                         waiting this long.
                              (to one of his 
                              brothers)
                         Will you bring the chairs? Quickly. 
                         Will you have a cigar, Mr. Semple?

                                     MR. SEMPLE
                         Thanks.

               Semple takes the cigar - rather flabbergasted at all the 
               sudden attention showered upon him.

                                                            DISSOLVE TO:

               EXT. ROOF OF TALL BUILDING - NIGHT

               139. MED. SHOT - LONGFELLOW AND BABE

               From over their shoulders, looking down on the lights and 
               teeming activity of Times Square.

                                     BABE
                         There's Times Square.

                                     LONGFELLOW
                         You can almost spit on it, can't 
                         you?

                                     BABE
                         Why don't you try?

               He does try. The wind blows it back on him. She laughs, 
               takes out a handkerchief and wipes it off his coat.

                                     BABE
                              (as she wipes)
                         Oh! It's breezy up here.

               He doesn't say anything right away.

                                     BABE
                         You're worried about those articles 
                         they're writing about you, aren't 
                         you?

                                     LONGFELLOW
                         I'm not worrying any more. I suppose 
                         they'll go on writing them till 
                         they get tired. You don't believe 
                         all that stuff, do you?

               A guilty look spreads over Babe's face.

                                     BABE
                         Oh, they just do it to sell the 
                         newspapers, you know.

                                     LONGFELLOW
                         Yeah, I guess so. What puzzles me 
                         is why people seem to get so much 
                         pleasure out of hurting each other. 
                         Why don't they try liking each 
                         other once in a while?

               An awkward pause.

                                     BABE
                         Shall we go?

                                                            DISSOLVE TO:

               EXT. CENTRAL PARK - NIGHT

               MED. TRUCKING SHOT

               As Babe and Longfellow walk.

                                     BABE
                              (spotting a park 
                              bench)
                         Here's a nice place.

                                     LONGFELLOW
                         Yeah. Anyway, there aren't any 
                         photographers around.

               EXT. PARK - BEHIND SOME BUSHES

               141. MEDIUM SHOT

               Bob and Frank, sneaking around in the bushes.

               142. CLOSE SHOT - LONGFELLOW AND BABE

                                     BABE
                         You know, you said something to me 
                         when you first met me that I've 
                         thought about a great deal.

                                     LONGFELLOW
                         What's that?

                                     BABE
                         You said I was a lady in distress.

                                     LONGFELLOW
                         Oh, that—

                                     BABE
                         What did you mean by that?

                                     LONGFELLOW
                         Nothing—

               There is a pause.

                                     LONGFELLOW
                         Have you got a - are you - uh - 
                         engaged or anything?

               CLOSEUP - BABE

               The corners of her mouth go up in sympathetic amusement.

                                     BABE
                         No. Are you?

                                     LONGFELLOW'S VOICE
                         No.

                                     BABE
                         You don't go out with girls very 
                         much, do you?

                                     LONGFELLOW'S VOICE
                         I haven't.

                                     BABE
                         Why not?

               CLOSE SHOT - THE TWO

               Favoring Longfellow.

                                     LONGFELLOW
                         Oh, I don't know.

                                     BABE
                         You must have met a lot of swell 
                         society girls since you've been 
                         here. Don't you like them?

                                     LONGFELLOW
                         I haven't met anybody here that I 
                         like, particularly. They all seem 
                         to have the St. Vitus Dance.[12]
                              (awkwardly)
                         Except you, of course.
                              (a pause)
                         People here are funny. They work 
                         so hard at living - they forget 
                         how to live
                              (thoughtfully; leans 
                              back)
                         Last night, after I left you, I 
                         was walking along and looking at 
                         the tall buildings and I got to 
                         thinking about what Thoreau said. 
                         They created a lot of grand palaces 
                         here - but they forgot to create 
                         the noblemen to put in them.

               145. REVERSE ANGLE

               Favoring Babe. She stares at him curiously.

                                     LONGFELLOW
                         I'd rather have Mandrake Falls.

                                     BABE
                         I'm from a small town too, you 
                         know.

                                     LONGFELLOW
                              (interested)
                         Really?

                                     BABE
                         Probably as small as Mandrake Falls.

                                     LONGFELLOW
                              (finding a kindred 
                              soul)
                         Gosh! What do you know about that!

               Babe leans her head back in a reminiscent mood. We get a 
               feeling that, for the moment, she has forgotten she is 
               Babe Bennett, out on a story.

                                     BABE
                         Ah, it's a beautiful little town, 
                         too. A row of poplar trees right 
                         along Main Street. Always smelled 
                         as if it just had a bath.

               MED. CLOSE SHOT - THE TWO

               Longfellow watches her face intently.

                                     BABE
                         I've often thought about going 
                         back.

                                     LONGFELLOW
                         You have?

                                     BABE
                         Oh, yes. I used to have a lot of 
                         fun there when I was a little girl. 
                         I used to love to go fishing with 
                         my father. That's funny. He was a 
                         lot like you, my father was. Talked 
                         like you, too. Sometimes he'd let 
                         me hold the line while he smoked - 
                         and we'd just sit there for hours. 
                         And after awhile, for no reason, 
                         I'd go over and kiss him and sit 
                         in his lap. He never said very 
                         much but once I remember him saying: 
                         "No matter what happens, honey, 
                         don't complain."

                                     LONGFELLOW
                         He sounds like a person worth while 
                         knowing.

               There is a pause while Longfellow watches her, and she is 
               lost in thought.

                                     BABE
                              (continuing)
                         He played in the town band, too.

                                     LONGFELLOW
                         He did? I play the tuba—

                                     BABE
                         Yeah, I know.

                                     LONGFELLOW
                         What did he play?

                                     BABE
                         The drums. He taught me to play 
                         some.

                                     LONGFELLOW
                         He did?

                                     BABE
                         Yes. I can do "Swanee River." Would 
                         you like to hear me?

                                     LONGFELLOW
                              (enthusiastically)
                         Sure!

               147. MEDIUM SHOT

               She picks up a couple of branches. With the two sticks she 
               drums on the bench seat - and sings "Swanee River."

               When she is finished, though clearly delighted, he shows 
               her a long face of mock-disappointment.

                                     BABE
                         Oh, I suppose you could do better.

                                     LONGFELLOW
                         Sure. I can sing "Humoresque."

                                     BABE
                         "Humoresque"? I'll bet you don't 
                         even know how it goes.

                                     LONGFELLOW
                         Sure. Look! You sing it over again, 
                         and I'll do "Humoresque" with you.

                                     BABE
                         It had better be good.

               She starts again, and he sings "Humoresque" in counterpoint 
               to her drumming.

                                                                 CUT TO:

               EXT. PARK - BEHIND SOME BUSHES

               148. CLOSE SHOT - BOB AND FRANK

               They wait with their camera. When they hear the singing, 
               they look up, and then at each other in surprise.

                                     BOB
                         I wonder if they'd want to make it 
                         a quartet.

                                     FRANK
                         Shhh!

               149. MEDIUM SHOT

               Longfellow and Babe. They are having a grand time with 
               their singing. A policeman saunters into the scene and 
               stands watching them for a few seconds, without their being 
               conscious of his presence. He smiles, shakes his head and 
               passes on out of scene. Over the shot we hear the low moan 
               of a siren in the distance.

               CLOSE SHOT - THE TWO

               They reach the climax of their song - and laugh joyously. 
               At this moment, the shrieking of the siren is nearer and 
               louder. Longfellow looks up quickly. Excited, he jumps up 
               and runs toward street. Babe looks up, surprised.

                                     LONGFELLOW
                              (as he runs off)
                         Fire engine! Fire engine! I want 
                         to see how they do it. Wait for 
                         me, will you?

               151. CLOSE SHOT - BOB AND FRANK BEHIND BUSHES

               Frank grabs the camera.

                                     FRANK
                         Looks like the evening is not going 
                         to be wasted!

               152. MEDIUM SHOT

               They dash by the policeman, who looks up, startled.

               153. LONG SHOT

               As the fire engine slows down - and people are beginning 
               to gather. We see Longfellow running toward the truck and 
               hopping aboard.

               MED. SHOT AT FIRE TRUCK

               As Longfellow jumps on.

                                     FRANK
                         Hello - what do you want?

                                     LONGFELLOW
                              (short salute)
                         Captain Deeds - fire volunteer - 
                         Mandrake Falls.

                                     FIREMAN
                              (amused)
                         Hi, Cap! Boys, meet the Captain!

               LONG SHOT - REVERSE ANGLE

               Bob and Frank running with their cameras toward Longfellow.

                                                            DISSOLVE TO:

               INT. LIVING ROOM OF MABEL DAWSON'S STUDIO

               156. CLOSEUP

               Of typewriter carriage. It contains a paper upon which the 
               following is typed:

               "CINDERELLA MAN FIRE-EATING DEMON"

               "Longfellow Deeds, 'The Cinderella Man,' last night threw 
               a 'defy' into the teeth of the New York Fire Department, 
               that when it comes to extinguishing conflagrations - they 
               had better look to their laurels—"

               CAMERA PULLS BACK and we find Babe, staring at the sheet 
               of paper in front of her. Her eyes have a distant look.

               157. FULL SHOT

               Several feet away from her Mabel Dawson stands in front of 
               an easel, working silently on a painting.  She dabs at it 
               and turning, pauses a moment to watch Babe, who at the 
               moment rests her forehead on the typewriter carriage.

                                     MABEL
                              (softly)
                         What's the matter, hon?

                                     BABE
                              (quickly)
                         Nothing.

               Babe is too much absorbed to hear this. Getting no response, 
               Mabel turns and studies her for a few seconds.

                                     MABEL
                         What's up, Babe? Something's eating 
                         you.

                                     BABE
                         No. It's nothing.

                                     MABEL
                         My unfailing instinct tells me 
                         something's gone wrong with the 
                         stew.

                                     BABE
                              (murmuring)
                         Don't be ridiculous.

               She again resumes her typing. Mabel crosses to her and 
               looks over her shoulder.

                                     MABEL
                         You haven't gotten very far, have 
                         you? That's where you were an hour 
                         ago. Come on, let's knock off and 
                         go down to Joe's. The gang's waiting 
                         for us.

                                     BABE
                              (jumping up)
                         I can't write it, Mabel! I don't 
                         know what's the matter with me.

               Babe lights a cigarette. Mabel studies her.

                                     MABEL
                              (quietly)
                         Uh-huh. I think I can tell you.

               The phone bell rings. Mabel picks it up.

               CLOSE SHOT AT PHONE

                                     MABEL
                              (into phone)
                         Hello . . .
                              (listens)
                         Yes, she's here. Who wants her?
                              (listens)
                         Who?
                              (listens)
                         Oh, yes. Yes, just a moment.
                              (her hand over the 
                              mouthpiece)
                         It's him - whatcha-ma-call-him - 
                         the "Cinderella Man." The 
                         "Cinderella Man"!

               Babe grabs the phone.

                                     BABE
                         Hello.

               INT. LONGFELLOW'S BEDROOM

               CLOSE SHOT - LONGFELLOW

               Who lies dressed in bed, phone in hand.

                                     LONGFELLOW
                              (into phone)
                         Couldn't sleep. Kinda wanted to 
                         talk to you. Do you mind?

               INT. MABEL'S LIVING ROOM

               160. CLOSE SHOT - BABE AT PHONE

                                     BABE
                              (sincerely)
                         No - not at all. I couldn't sleep 
                         either.

               INT. LONGFELLOW'S BEDROOM

               CLOSE SHOT - LONGFELLOW

               At phone.

                                     LONGFELLOW
                         I wanted to thank you again for 
                         going out with me.
                              (listens)
                         Huh? Well, I don't know what I'd 
                         do without you. You've made up for 
                         all the fakes that I've met.

               CONTINUATION SCENE 160

                                     BABE
                         Well, that's very nice. Thank you.

               CONTINUATION SCENE 161

                                     LONGFELLOW
                         You know what I've been doing since 
                         I got home? Been working on a poem.
                              (listens)
                         It's about you.
                              (listens)
                         Sometimes it's kinda hard for me 
                         to say things - so I write 'em.

               CONTINUATION SCENE 160

                                     BABE
                              (touched)
                         I'd like to read it some time.

               She listens for a moment, apparently moved by his sweetness.

               CONTINUATION SCENE 161

                                     LONGFELLOW
                         Maybe I'll have it finished next 
                         time I see you.
                              (listens)
                         Will I see you soon?
                              (listens)
                         Gosh, that's swell, Mary.
                              (listens)
                         Good night.

               He hangs up, and lies back - enthralled.

               CONTINUATION SCENE 160

                                     BABE
                         Good night.

               INT. APT. LIVING ROOM

               162. MED. CLOSE SHOT - AT PHONE

                                     BABE
                         Mabel, that guy's either the 
                         dumbest, the stupidest, the most 
                         imbecilic idiot in the world - or 
                         he's the grandest thing alive. I 
                         can't make him out.

               MED. CLOSE SHOT - THE TWO

                                     MABEL
                              (knowingly)
                         Uh-huh.

                                     BABE
                         I'm crucifying him.

                                     MABEL
                         People have been crucified before.

                                     BABE
                         Why? Why do we have to do it?

                                     MABEL
                         You started out to be a successful 
                         newspaper woman, didn't you?

                                     BABE
                         Yeah, then what?

                                     MABEL
                              (shrugging)
                         Search me. Ask the Gypsies.

                                     BABE
                         Here's a guy that's wholesome and 
                         fresh. To us he looks like a freak. 
                         You know what he told me tonight?  
                         He said when he gets married he 
                         wants to carry his bride over the 
                         threshold in his arms.

                                     MABEL
                         The guy's balmy.

                                     BABE
                         Is he? Yeah, I thought so, too. I 
                         tried to laugh, but I couldn't. It 
                         stuck in my throat.

                                     MABEL
                         Aw, cut it out, will you? You'll 
                         get me thinking about Charlie again.

                                     BABE
                         He's got goodness, Mabel. Do you 
                         know what that is?

                                     MABEL
                         Huh?

                                     BABE
                         No - of course you don't. We've 
                         forgotten. We're too busy being 
                         smart-alecks.
                              (sits at her 
                              typewriter)
                         Too busy in a crazy competition 
                         for nothing.

                                                               FADE OUT:

               FADE IN:

               SERIES OF INSERTS:

               "CINDERELLA MAN FIRE-EATING DEMON—

               Punches Photographer."

                                                            DISSOLVE TO:

               "CINDERELLA MAN TO REFORM OPERA—

               Must be put on paying basis - or else - says post-card 
               poet."

                                                            DISSOLVE TO:

               "Madame Pomponi, Famous Opera Singer, To Launch Deeds on 
               Social Career"

                                                            DISSOLVE TO:

               INT. LONGFELLOW'S BEDROOM

               164. MEDIUM SHOT

               Longfellow is in bed in his pajamas, playing the tuba. 
               Walter enters.

                                     WALTER
                         I beg pardon, sir. I beg pardon, 
                         sir.

               Longfellow stops, looking daggers at him.

                                     WALTER
                         Madame Pomponi is on the telephone, 
                         sir.

                                     LONGFELLOW
                         Who?

                                     WALTER
                         Madame Pomponi. She says everything 
                         is all set for the reception.

                                     LONGFELLOW
                         What do you mean by coming in here 
                         when I'm playing?

                                     WALTER
                         But she's on the telephone—

                                     LONGFELLOW
                         Get out.
                              (pointing)
                         The evil finger's on you. Get out!

               Walter hurries out. Longfellow jumps up and chases him 
               down the grand staircase. Longfellow stops at the top of 
               the stairs, struck by an idea.

               INT. GRAND STAIRCASE

               165. WIDE ANGLE

               Showing Walter at the bottom of the stairs and Longfellow 
               at the top.

                                     LONGFELLOW
                         Stop!

               Walter halts. Longfellow gives a shout from the top of the 
               stairs. There is a discernible echo.

                                     LONGFELLOW
                         Hey, did you hear that?

                                     WALTER
                         What, sir?

               Longfellow gives another shout. There is another echo. He 
               tries it again - louder. Another echo. It is all very 
               satisfactory.

                                     WALTER
                              (pleased)
                         Why, that's an echo, sir!

                                     LONGFELLOW
                         You try it.

                                     WALTER
                              (timidly)
                         Me, sir?

                                     LONGFELLOW
                              (an order)
                         Yeah.

               Walter gives a bird-like hoot. There is an echo.

                                     LONGFELLOW
                              (firmly)
                         Louder.

               Walter gives a louder hoot. And louder. Each time, an echo.

               A butler in a bathrobe emerges to see what all the 
               hullabaloo is about. Longfellow spots him.

                                     LONGFELLOW
                              (to butler)
                         You try it.

                                     BUTLER
                         Me, sir?

               But the butler clearly relishes the opportunity. He gives 
               a little high-pitched squeak.

                                     LONGFELLOW
                         Louder!

               The butler tries it again - much better. Another man-servant 
               has emerged. Longfellow points to him.

                                     LONGFELLOW
                         You try it!

               The man-servant tries it - very raspy, another tone 
               altogether.

                                     LONGFELLOW
                              (waving like a 
                              conductor)
                         All together!

               A symphony of hoots, shrieks, barks and echoes.

                                     LONGFELLOW
                         Again!

               The household staff do it again.

                                     LONGFELLOW
                         (surveying the scene - then, 
                         dramatically)
                         Let that be a lesson to you.

               With that, Longfellow spins on his heel and returns to his 
               bedroom.

               There is a pause. The butler takes command of the other 
               two.

                                     BUTLER
                              (gesturing 
                              imperiously)
                         Go back to your room, both of you!

               Walter and the man-servant hasten to exit.

               The butler waits until nobody is looking, then gives one, 
               final hoot. He murmurs to himself with satisfaction as he 
               exits.

                                                            DISSOLVE TO:

               EXT. LONGFELLOW'S HOME - NIGHT

               166. LONG SHOT

               Limousines arriving - from which guests emerge - in full 
               evening dress.

               INT. DRAWING ROOM - NIGHT

               MED. SHOT AT DOOR

               Madame Pomponi greets a group of guests. Ad-lib chatter is 
               heard. From inside music emanates.

                                     AD-LIB CHATTER
                         Oh, hello darling.  So good of you 
                         to come.
                         Sweet of you to ask me.
                         Where is he?
                         I'm just dying to see the 
                         "Cinderella Man."

               CAMERA MOVES SWIFTLY among groups of people picking out 
               vignettes of conversation. Longfellow is the hot topic.

               A husband and a wife whispering:

                                     A HUSBAND
                         Shh! - he may hear you.

                                     A WIFE
                         Even if he heard you, he wouldn't 
                         understand.

               MAN AND A WOMAN GOSSIPING:

                                     A MAN
                         I hear he still believes in Santa 
                         Claus.

                                     A WOMAN
                         Will he be Santa Claus? That's 
                         what I want to know.

               Another man holding forth to two elegantly-dressed women:

                                     ANOTHER MAN
                         Have you all got your slippers 
                         ready for the "Cinderella Man"?

                                     WOMEN
                              (ad-lib)
                         Yes, I have.

               Everybody laughs.

                                     FIRST WOMAN
                         With $20,000,000, he doesn't have 
                         to have looks!

                                     2ND WOMAN
                         He won't have it long with that 
                         Pomponi woman hanging around him.

               Two women in evening dress twittering like birds:

                                     FIRST WOMAN
                              (to other woman)
                         My dear, I hear he can't think 
                         unless he plays his tuba!

                                                            DISSOLVE TO:

               INT. MABEL'S BEDROOM

               168. FULL SHOT

               Babe is listlessly packing her few things in a small 
               handbag. She slowly and meticulously folds a silken 
               undergarment, wrapping it in tissue. Her eyes have a distant 
               look. Mabel watches her, concerned.  There is a long pause 
               before either of them speaks.

                                     MABEL
                              (breaking the silence)
                         You're a fool, Babe.

                                     BABE
                         I just couldn't stand seeing him 
                         again.

                                     MABEL
                         Running away is no solution.

               MED. CLOSE SHOT - THE TWO

               Babe is unresponsive.

                                     MABEL
                              (after a pause)
                         What'll I tell him if he calls up?

                                     BABE
                         Tell him I had to leave suddenly. 
                         I got a job in China - some place.

                                     MABEL
                         You're acting like a school girl.

                                     BABE
                              (suddenly - tensely)
                         What else can I do? Keeping this 
                         up is no good. He's bound to find 
                         out sometime.
                              (softly)
                         At least I can save him that .

               They are suddenly startled by the boisterous entrance of 
               Bob and Frank, whose voices are heard as they barge in.

               170. MEDIUM SHOT

               Babe, not wishing to explain to them, hides her bag - and 
               follows Mabel to greet them in the living room.

               INT. LIVING ROOM

               MED. FULL SHOT

               The boys cross to a table and drop their cameras.

                                     BOB AND FRANK
                         Say, where is everybody? Come on, 
                         Babe - the artillery's ready.

               Mabel enters. Babe stands in doorway.

                                     MABEL
                              (by way of greeting)
                         It's those two sore spots again.

                                     BOB
                         You shoulda been down to the office 
                         today, Babe.

                                     FRANK
                         Yeah. Mac threw Cobb out again.

                                     BOB
                         Boy, was he burning.

                                     FRANK
                              (reaching for a 
                              bottle)
                         Just one little drink - and then 
                         we're ready to shoot.

                                     MABEL
                              (grabbing it away)
                         Just a minute. No, you don't.

                                     BABE
                         We're not going out tonight.

                                     BOB
                         Thought you had a date with him.

               CLOSE SHOT - BABE

                                     BABE
                         It's off. He's having a party at 
                         his house.

               MED. CLOSE SHOT

               Frank, Bob and Mabel.

                                     FRANK
                         Say, what's the matter with her 
                         now !

                                     MABEL
                         You wouldn't know if I drew you a 
                         diagram. Now, run along and peddle 
                         your little tin-types.

                                     BOB
                         What is this? Throwing us out of 
                         here's getting to be a regular 
                         habit.

               There is a knock on the door. They all look up.

               CLOSE SHOT AT DOOR

               As Mabel opens the door slightly. We see Longfellow. Mabel's 
               eyes open in surprise.

                                     LONGFELLOW
                         Is Mary Dawson here? I'm Longfellow 
                         Deeds.

               175. CLOSE SHOT - BOB AND FRANK

               They stand - stupefied.

               CLOSE SHOT - MABEL

               She waves her hand back of her, for them to hide.

                                     MABEL
                              (loud - for the 
                              boys)
                         Oh! Oh, yes, of course. Longfellow 
                         Deeds. Come in. Step in, please.

               177. CLOSE SHOT - BOB AND FRANK

               They duck behind the sofa, CAMERA PANNING WITH THEM.

               178. FULL SHOT

               Longfellow enters. Mabel closes the door behind him, 
               watching him speculatively. Longfellow turns to Mabel.

                                     LONGFELLOW
                         You're Mabel - her sister - aren't 
                         you?

                                     MABEL
                              (flustered)
                         Huh? Oh, yes - yes, of course. Her 
                         sister. Yes, I've been her sister 
                         for a long time.

                                     LONGFELLOW
                         Is she home?

                                     MABEL
                         Yeah. What?

                                     LONGFELLOW
                         Is Mary home?

               They look at each other stupidly - smiling feebly.

               CLOSE SHOT ON TABLE

               Featuring the camera. A hand comes in from behind the sofa 
               and yanks the camera out of sight.

               180. MEDIUM SHOT

               Mabel and Longfellow still standing, looking at each other.

                                     MABEL
                         Oh, Mary? Yes, of course. Well, I 
                         don't know whether she's home or 
                         not. I'll see.

               As she turns, Babe appears in doorway.

                                     MABEL
                         Why there she is!  Of course she's 
                         home.
                              (feebly)
                         Stupid of me . . .

                                     BABE
                         Hello.

                                     LONGFELLOW
                         Hello, Mary. I waited in the park 
                         for you over an hour. I thought 
                         maybe you'd forgotten.

               181. MED. CLOSE SHOT - LONGFELLOW AND BABE

               Mabel in b.g.

                                     BABE
                         I didn't think you could come with 
                         the party and everything.

                                     LONGFELLOW
                         Oh, I wouldn't let them stop me 
                         from seeing you. So I threw them 
                         out!

                                     BABE
                         You threw them out!

               182. CLOSER SHOT

                                     MABEL
                         You mean—
                              (gesturing with 
                              hands)
                         —by the neck or something?

                                     LONGFELLOW
                         Sure. They got on my nerves, so I 
                         threw 'em out.

               Mabel raises her eyebrows.

                                     LONGFELLOW
                         I guess that'll be in the papers 
                         tomorrow. It will give 'em something 
                         else to laugh at.

               CLOSEUP - BABE

               Her face clouds - miserably.

                                     LONGFELLOW'S VOICE
                              (lightly)
                         I don't mind though. I had a lot 
                         of fun doing it.

                                     BABE
                              (quickly)
                         Would you like to go for a walk?

               MED. CLOSE SHOT

                                     LONGFELLOW
                         Yes, if it isn't too late.

                                     BABE
                              (going to bedroom)
                         I'll get my hat.

               She disappears, leaving Mabel and Longfellow again staring 
               at each other, self-consciously. Mabel smiles, ill-at-ease.

                                     LONGFELLOW
                         Nice day out - er, nice night - 
                         wasn't it? - isn't it?

                                     MABEL
                              (tremulously)
                         Yes, lovely. We've had a lot of 
                         nice weather lately.

                                     LONGFELLOW
                              (after a pause)
                         It would be a nice night to go for 
                         a walk, don't you think?

                                     MABEL
                         Oh yes, I think it'd be a swell 
                         night to go for a walk. A nice 
                         long one.

               CLOSE SHOT - BEHIND SOFA

               Bob and Frank, holding their breaths.

               186. MEDIUM SHOT

               Babe comes out of bedroom.

                                     BABE
                         Ready?

                                     LONGFELLOW
                         Gosh, she looks better every time 
                         I see her.

                                     BABE
                              (vaguely)
                         Thank you.

               She crosses to the door.

                                     LONGFELLOW
                              (to Mabel)
                         Goodnight. Don't worry. I won't 
                         keep her out late.

                                     MABEL
                         Thank you so much. Good night.

               They exit. Mabel sighs relievedly. The boys jump from their 
               crouching positions.

                                     FRANK
                              (wobbling forward)
                         Ow! My foot's asleep!

                                     BOB
                              (grabbing camera)
                         Come on - let's go!

               Frank grabs his camera and both bolt toward the door. Mabel 
               gets there one step ahead of them, and blocks their path.

                                     MABEL
                         No, you don't. Just a minute. No 
                         more photographs.

                                                            DISSOLVE TO:

               EXT. FRONT OF BABE'S HOME

               CLOSE TRUCKING SHOT

               As they walk slowly down the front steps.

                                     LONGFELLOW
                         The reason why I wanted to take a 
                         walk, Mary, is 'cause I wanted to 
                         talk to you.

                                     BABE
                         Let's just walk, okay?

                                     LONGFELLOW
                         All right.

               CLOSE TRUCKING SHOT

               As they walk along a foggy street, on their faces.

                                     LONGFELLOW
                         Mary, I'm going home.

                                     BABE
                         Are you? When?

                                     LONGFELLOW
                         In a day or so, I think.

                                     BABE
                         I don't blame you.

               CLOSE TWO SHOT

               Continuing on them, as they slowly walk around the block.

                                     LONGFELLOW
                         A man ought to know where he fits 
                         in. I just don't fit in around 
                         here. I once had an idea I could 
                         do something with the money, but 
                         they kept me so busy here, I haven't 
                         had time to figure it out. I guess 
                         I'll wait till I get back home.

               There is a long pause. Both lost in their own thoughts.

                                     LONGFELLOW
                         Do you mind if I talk to you, Mary? 
                         You don't have to pay any attention 
                         to me.

                                     BABE
                         No, I don't mind.

                                     LONGFELLOW
                         All my life, I've wanted somebody 
                         to talk to. Back in Mandrake Falls, 
                         I always used to talk to a girl.

                                     BABE
                         A girl?

                                     LONGFELLOW
                         Oh, an imaginary one. I used to 
                         hike a lot through the woods and 
                         I'd always take this girl with me 
                         so I could talk to her. I'd show 
                         her my pet trees and things. Sounds 
                         kind of silly but we had a lot of 
                         fun doing it.

                                     (SMILING)
                         She was beautiful.
                              (then moodily)
                         I haven't married 'cause I've been 
                         kinda waiting. You know, my mother 
                         and father were a great couple. I 
                         thought I might have the same kind 
                         of luck. I've always hoped that 
                         some day that imaginary girl would 
                         turn out to be real.

               They have arrived back at the front steps of Babe's home.

                                     LONGFELLOW
                         Well, here we are again.

                                     BABE
                         Yes, here we are again.
                              (after a pause)
                         Good night.

                                     LONGFELLOW
                              (then, quickly - 
                              his voice faltering)
                         Mary - I - excuse me—

               CLOSE TWO SHOT

               Favoring Babe. She cuts him off, her voice shaking.

                                     BABE
                         Goodbye, darling. Don't let anybody 
                         hurt you again - ever. They can't 
                         anyway. You're much too real. You 
                         go back to Mandrake Falls. That's 
                         where you belong - goodbye!

               191. WIDER ANGLE

               She runs up the steps.

                                     LONGFELLOW
                         Mary—

               She stops and turns. He walks up close to her.

               CLOSER SHOT - THE TWO

                                     LONGFELLOW
                         You know the poem I told you about? 
                         It's finished.

               His hand goes to his breast pocket - and then slowly is 
               withdrawn - without bringing out the poem.

                                     LONGFELLOW
                         Would you like to read it? It's to 
                         you.

                                     BABE
                              (scarcely audible)
                         Yes, of course.

               He now takes the poem out. The paper is folded. He hands 
               it to her and she slowly unfolds it. Just as she is about 
               to read Longfellow lays a hand on her arm.

                                     LONGFELLOW
                              (a little frightened)
                         You don't have to say anything, 
                         Mary. You can tell me tomorrow 
                         what you think.

               She looks into his eyes, but does not respond. Then she 
               holds the paper up and begins reading. Longfellow watches 
               her anxiously.

               CLOSEUP - BABE

               READING SOFTLY:

                                     BABE
                         "I tramped the earth with hopeless 
                         beat - Searching in vain for a 
                         glimpse of you. Then heaven thrust 
                         you at my very feet, A lovely angel - 
                         too lovely to woo."

               The last words come with difficulty. Babe's eyes are slowly 
               welling up.

               CLOSE SHOT - THE TWO

               BABE CONTINUES READING:

                                     BABE
                         "My dream has been answered, but 
                         my life's just as bleak, I'm 
                         handcuffed and speechless in your 
                         presence divine - for my heart 
                         longs to cry out, if it only would 
                         speak, 'I love you, my angel - be 
                         mine, be mine.' "

               Her voice is choked when she finishes. She does not look 
               up until she refolds the paper. He stands close to her, 
               waiting expectantly. Finally, she glances up. Her cheeks 
               are moist, and her face clouded. Impulsively, she throws 
               her arms around his neck, kissing him.

                                     BABE
                         Oh, darling!

               Longfellow's arms encircle her and for a few moments they 
               remain in an emotional embrace.

                                     LONGFELLOW
                              (huskily)
                         You don't have to say anything 
                         now. I'll wait till tomorrow - 
                         till I hear from you.

               CLOSEUP - BABE

               Her eyes are beset with fears. She loves him - but knows 
               how hopeless it all is. She slowly starts freeing herself 
               from his embrace.

               MED. CLOSE SHOT - THE TWO

               As Babe, weeping softly, frees herself from his embrace.

               Longfellow gives a yelp of joy and leaps down the steps. 
               He trips over a garbage pail and bumps into passersby, 
               making a racket as he zigzags down the street and out of 
               scene.

                                     A VOICE
                              (shouting)
                         Hey, what's the big idea?

                                                               FADE OUT:

               FADE IN:

               INT. NEWSPAPER OFFICE - DAY

               CLOSE SHOT - MAC

               Behind his desk.

                                     MAC
                         Stop it, Babe! Stop it! What do 
                         you mean, you're quitting! You 
                         might as well tell me I'm quitting.

               As he speaks, CAMERA DRAWS BACK to reveal Babe near a 
               window, peering out moodily. Mac crosses over to her side.

                                     MAC
                         What's bothering you, huh?

                                     BABE
                              (after a pause)
                         Last night he proposed to me.

                                     MAC
                         Proposed to you! You mean he asked 
                         you to marry him?

                                     BABE
                         Yes.

                                     MAC
                              (alert)
                         Why, Babe - that's terrific!
                              (sees it in print)
                         "Cinderella Man Woos Mystery Girl! 
                         Who is the Mysterious Girl That—"

                                     BABE
                         Print one line of that, and I'll 
                         blow your place up!

               MED. CLOSE SHOT - THE TWO

                                     MAC
                         Sorry, Babe. Sorry. It would have 
                         made a swell story. I just got 
                         carried away. That's too bad. So 
                         he proposed to you, huh?
                              (intrigued)
                         What a twist! You set out to nail 
                         him - and he—

                                     BABE
                              (bitterly)
                         Yeah. Funny twist, isn't it?

                                     MAC
                              (suddenly)
                         Say, you haven't gone and fallen 
                         for that mug, have you?

               Babe's silence is eloquent.

                                     MAC
                         Well, I'll be—

               He places an arm tenderly around her shoulder.

                                     MAC
                         That's tough, Babe.

               Babe smiles wryly.

                                     MAC
                              (interested)
                         What're you going to do?

                                     BABE
                              (walking away)
                         I'm going to tell him the truth.

                                     MAC
                         Tell him you're Babe Bennett?  
                         Tell him you've been making a stooge 
                         out of him?

                                     BABE
                         I'm having lunch with him today. 
                         He expects an answer. It's going 
                         to be pretty.

                                     MAC
                         You're crazy! You can't do that!

               MED. CLOSE SHOT - THE TWO

               Over their shoulders, from behind, as Mac comforts her.

                                     BABE
                         He'll probably kick me right down 
                         the stairs. I only hope he does.

                                     MAC
                         I'll put you on another job. You 
                         need never see him again, eh?

                                     BABE
                         That's the rub.

                                     MAC
                         Oh, as bad as that, huh?

                                     BABE
                              (far-away)
                         Telling him is the long shot - I'm 
                         going to take it.

               He watches her sympathetically. Babe sighs resignedly.

                                     BABE
                              (looking around)
                         Well, it was fun while it lasted, 
                         Mac. I'll clean out my desk.

               She leaves him. Mac is deeply moved by her problem.

                                                            DISSOLVE TO:

               INT. GRAND STAIRCASE

               200. WIDE SHOT

               As Longfellow, in a buoyant mood, emerges from his room 
               and slides down the bannister of the grand staircase.

               INT. INTIMATE DINING ROOM

               201. MEDIUM SHOT

               Table is set for two. Two butlers putter around. Longfellow 
               enters full of expectant enthusiasm. He is in his shirt 
               sleeves. He hovers over them, checking their preparations.

                                     LONGFELLOW
                         How's it going? Okay?

                                     BUTLER
                         Yes, quite all right. Thank you, 
                         sir.

                                     LONGFELLOW
                              (picking up a salt 
                              shaker and examining 
                              it)
                         Gold, eh?

                                     BUTLER
                              (as he continues 
                              his puttering)
                         Yes, sir.

                                     LONGFELLOW
                         Fourteen carat?

                                     BUTLER
                         Yes, sir.

                                     LONGFELLOW
                         Is that the best you've got?

                                     BUTLER
                         Oh, yes sir.

                                     LONGFELLOW
                              (seizing on another 
                              detail)
                         Those flowers are too high. Won't 
                         be able to see her.
                              (lifts a bowl of 
                              flowers off)
                         Get a smaller bowl, will you?

                                     BUTLER
                              (repeating his 
                              command as he hands 
                              the bowl to the 
                              other butler)
                         A smaller bowl of flowers.

                                     2ND BUTLER
                              (exiting with flowers)
                         Yes, sir. A smaller bowl of flowers.

                                     LONGFELLOW
                              (to butler)
                         Did you get that stuff I was telling 
                         you about?

                                     BUTLER
                         Stuff, sir?

                                     LONGFELLOW
                         That goo. That stuff that tastes 
                         like soap.

                                     BUTLER
                         Oh, yes, sir. Here it is, sir. The 
                         pate de fois gras, sir.

                                     LONGFELLOW
                         Yeah, that's fine. Have a lot of 
                         it because she likes it.

                                     BUTLER
                         Yes, sir.

               The other butler returns with a small bowl of flowers which 
               he places in the center of the table.

                                     LONGFELLOW
                         Now you got the idea. Fine.

               He sits in one of the chairs and leans forward in an 
               imaginary conversation with Babe - his lips move but we 
               hear nothing.

                                     LONGFELLOW
                              (motions to butler)
                         Sit over there, will you?

                                     BUTLER
                         Me sir?

                                     LONGFELLOW
                         Yes.

               The butler sits.

                                     LONGFELLOW
                         Yes. You're too tall. Slink lower, 
                         will you?

               The butler does it.

                                     LONGFELLOW
                         More. Now forward.

               They are practically nose to nose over the flowers.

                                     BUTLER
                              (seriously)
                         How is this, sir?

                                     LONGFELLOW
                              (rising)
                         Perfect! Perfect!

                                     BUTLER
                         I wish you luck, sir.

                                     LONGFELLOW
                         Thank you. Now don't touch a thing. 
                         Leave everything as it is.

               He hurries toward his bedroom.

                                                            DISSOLVE TO:

               INT. BEDROOM

               202. FULL SHOT

               Longfellow enters.

                                     LONGFELLOW
                              (yelling)
                         Walter! Walter! Walter, where are 
                         you?

               Walter enters, panic-stricken.

                                     WALTER
                         Yes, sir. What is it, sir? Anything 
                         happened3

               MED. CLOSE SHOT

                                     LONGFELLOW
                         Anything happened? I've got to get 
                         dressed! I can't meet her like 
                         this!

                                     WALTER
                         But she isn't due for an hour, 
                         sir.

                                     LONGFELLOW
                         An hour? What's an hour! You know 
                         how time flies, Walter. My tie? 
                         Get it.

                                     WALTER
                         Yes, sir. Very good, sir. Here it 
                         is right here, sir. There, sir.

               While putting it on, he sings "Humoresque" loudly and gaily.

               204. MEDIUM SHOT

               At this moment, Cobb bursts in - his face grim:

                                     COBB
                         Just as I suspected, wise guy! I 
                         don't mind you making a sap out of 
                         yourself - but you made one out of 
                         me, too.

                                     LONGFELLOW
                              (to Walter - merrily)
                         Will you tell the gentleman I'm 
                         not in?

                                     COBB
                         Mary Dawson, huh? Mary Dawson, my 
                         eye. That dame took you for a sleigh 
                         ride that New York will laugh about 
                         for years. She's the slickest, two-
                         timing, double-crossing—

               At the mention of the name, Longfellow turns for the first 
               time.

               CLOSEUP - LONGFELLOW

               His face goes livid, as Cobb's voice continues:

                                     LONGFELLOW
                              (between clenched 
                              teeth)
                         What are you talking about?

               206. MEDIUM SHOT

               Longfellow has started out toward him. In two long strides, 
               Longfellow has grabbed Cobb by the shirt-front, ready to 
               strangle him.

                                     COBB
                         All right. Go ahead. Sock away, 
                         and then try to laugh this off.

               With his free hand, he reaches into his coat pocket. He 
               unrolls a newspaper. Longfellow shifts his glance over to 
               the photograph in the newspaper Cobb holds up, and slowly 
               his grip on Cobb relaxes. He takes the newspaper.

               CLOSEUP - LONGFELLOW

               As he looks at the picture.

               INSERT: PICTURE OF BABE BENNETT

               UNDER WHICH IS THE FOLLOWING:

               "Louise (Babe) Bennett - wins Pulitzer Prize for reportorial 
               job on Macklyn love triange."

               BACK TO SCENE

               Longfellow stares long and unbelievingly at the picture.

               208. MED. CLOSE SHOT - COBB AND LONGFELLOW

                                     COBB
                              (adjusting his 
                              clothes)
                         She's the star reporter on The 
                         Mail. Every time you opened your 
                         kisser, you gave her another story. 
                         She's the dame who slapped that 
                         monicker on you - "Cinderella Man." 
                         You've been making love to a double 
                         dose of cyanide!

                                     LONGFELLOW
                              (an outcry)
                         Shut up!

               Longfellow, stunned, crosses to the bed - CAMERA PANNING 
               WITH HIM. He slumps down and continues staring at picture.

               209. MEDIUM SHOT

               Cobb crosses to phone and picks up receiver.

                                                                 CUT TO:

               INT. NEWSPAPER OUTER OFFICE

               MED. CLOSE SHOT

               Babe is at her desk. She has just finished rummaging through 
               her desk. Many articles are on top. Mac is by her side.  
               Babe flicks the pages of a small loose-leaf book, and hands 
               it to Mac.

                                     BABE
                         This is for you , Mac. The names 
                         of all the headwaiters in town. 
                         You can always buy a bit of choice 
                         scandal from them at reasonable 
                         prices.

                                     MAC
                         Aw, listen Babe, I can't let you 
                         quit now. You're not going through 
                         with this thing, are you?

               Babe shakes her head with finality, as the phone bell rings.

                                     MAC
                              (picking up receiver)
                         I've seen 'em get in a rut like 
                         you before - but they always come 
                         back.
                              (into phone)
                         Hello . . . Yes. Just a minute.

               He holds the receiver out to her.

                                     MAC
                         It's for you. In a couple weeks 
                         you'll get the itch so bad, you'll 
                         be working for nothing.

                                     BABE
                              (into phone)
                         Hello . . .

               INT. LONGFELLOW'S BEDROOM

                                     211. MEDIUM SHOT
                         Cobb is at the phone.

                                     COBB
                         Babe Bennett? Just a minute.

               He listens and hands phone to Longfellow.

                                     LONGFELLOW
                              (into phone)
                         Hello, Mary?

               INT. NEWSPAPER OUTER OFFICE

               CLOSE SHOT - BABE

                                     BABE
                              (at phone)
                         Oh, hello darling.

               Her face goes dead as she realizes she is speaking to 
               Longfellow.

               INT. LONGFELLOW'S BEDROOM

               CLOSE SHOT - LONGFELLOW

                                     LONGFELLOW
                              (at phone; strained)
                         Is it you who's been writing those 
                         articles about me?

               INT. NEWSPAPER OUTER OFFICE

               CLOSE SHOT - BABE

               At phone.

                                     BABE
                         Why - uh - I was just leaving - 
                         I'll be up there in a minute—
                              (listens)
                         Look - uh, yes, I did - but I was 
                         just coming up to explain—

               The words die in her throat. She looks dully at the 
               receiver.

               INT. LONGFELLOW'S BEDROOM

               CLOSEUP - LONGFELLOW

                                     BABE'S VOICE
                              (coming over phone)
                         Oh listen, darling, wait a minute! 
                         Please! Listen—

               He hangs up. His face is a dead mask, every illusion 
               shattered. Slowly, a wry smile appears on his face and, 
               rising, he wanders around the room in deep abstraction. 
               Cobb and Walter watch him sympathetically.

               Longfellow is silent a long time.

               216. MEDIUM SHOT

               As a butler enters.

                                     BUTLER
                         I beg pardon, sir. Shall I serve 
                         the wine with the squab, sir?

               Longfellow doesn't hear him.

                                     BUTLER
                              (tries again)
                         I beg pardon, sir.

               CLOSEUP - COBB

               His face softens.

                                     COBB
                         If I knew you were going to take 
                         it so hard, I woulda kept my mouth 
                         shut. Sorry.

                                     218. MEDIUM SHOT
                         As finally Longfellow speaks, 
                         without turning.

                                     LONGFELLOW
                              (quietly)
                         Pack my things, Walter. I'm going 
                         home.

                                     WALTER
                         Yes, sir.

               He immediately busies himself.

                                                            DISSOLVE TO:

               INT. CORRIDOR

               219. WIDE SHOT

               Longfellow emerges from his bedroom, walking briskly toward 
               the staircase, immediately followed by Cobb and Walter. 
               Walter is loaded down with suitcases. Longfellow is wearing 
               coat and hat.

                                     COBB
                              (trying to keep up 
                              with Longfellow)
                         You shouldn't be running away like 
                         this. What's going to happen to 
                         the Estate?

                                     LONGFELLOW
                         They can have the Estate.

               As they approach the staircase, a commotion is heard from 
               stairs. Cobb hurries ahead to see what is going on.

               INT. GRAND FOYER

               220. MEDIUM SHOT

               Two butlers are struggling with a wild-eyed man of middle 
               age. They shout in unison.

                                     BUTLERS
                              (simultaneously)
                         You can't come up here!

                                     FARMER
                         Let me go! I wanna see him!

                                     BUTLERS
                         He's not home, I tell you!

                                     FARMER
                         I wanna see that guy!

                                     BUTLERS
                         We'll send for the police!

                                     FARMER
                         Let me go!

               They continue to struggle as Cobb reaches them.

                                     COBB
                         What's going on here?

               The man yanks himself free.

                                     FARMER
                         There he is! I just wanted to get 
                         a look at him.

               He sees Longfellow over Cobb's shoulder.

                                     FARMER
                         There you are! I just wanted to 
                         see what kind of a man you were!

               He struggles to thrust Cobb aside.

               221. FULL SHOT

               Favoring Longfellow, who has reached the bottom of the 
               staircase and watches the man warily.

                                     FARMER
                              (wildly)
                         I just wanted to see what a man 
                         looks like that can spend thousands 
                         of dollars on a party - while people 
                         around him are hungry! The 
                         "Cinderella Man," huh?  Did you 
                         ever stop to think how many families 
                         could have been fed on the money 
                         you pay out to get on the front 
                         pages?

               Cobb forcibly restrains the man.

                                     COBB
                         Come on! Take him out of here!

                                     FARMER
                         Let me go!

                                     LONGFELLOW
                              (an order)
                         Let him alone.

                                     FARMER
                         Let me alone!
                              (threateningly)
                         If you know what's good for you - 
                         you'll let me get this off my chest!
                              (to Longfellow)
                         How did you feel feeding doughnuts 
                         to a horse?  Get a kick out of it, 
                         huh? Got a big laugh?
                              (sarcastically)
                         Did you ever think of feeding 
                         doughnuts to human beings! No!

               Longfellow stares at him.

                                     WALTER
                              (quietly)
                         Shall I call the police, sir?

                                     LONGFELLOW
                         No!
                              (to man)
                         What do you want!!

                                     FARMER
                         Yeah - that's all that's worrying 
                         you. What do I want?  A chance to 
                         feed a wife and kids! I'm a farmer. 
                         A job! That's what I want!

                                     LONGFELLOW
                         A farmer, eh! You're a moocher, 
                         that's what you are! I wouldn't 
                         believe you or anybody else on a 
                         stack of bibles! You're a moocher 
                         like all the rest of them around 
                         here, so get out of here!

                                     FARMER
                         Sure - everybody's a moocher to 
                         you. A mongrel dog eating out of a 
                         garbage pail is a moocher to you!

                                     COBB
                              (starting to push 
                              him towards the 
                              door)
                         This won't do you any good—

               The man shoves him away, suddenly whips out a gun and levels 
               it at him.

                                     FARMER
                         Stay where you are, young feller. 
                         Get over there.

               Cobb backs away and the man points the gun at Longfellow, 
               who remains staring at him, immobilely.

                                     FARMER
                              (tensely)
                         You're about to get some more 
                         publicity, Mr. Deeds!  You're about 
                         to get on the front page again!  
                         See how you're going to like it 
                         this time!
                              (voice rises)
                         See what good your money's going 
                         to do when you're six feet under 
                         ground. You never thought of that, 
                         did you? No! All you ever thought 
                         of was pinching pennies - you money-
                         grabbing hick! You never gave a 
                         thought to all of those starving 
                         people—
                              (his voice wavers)
                         —standing in the bread lines—
                              (huskily)
                         —not knowing where their next meal 
                         was coming from!  Not able to feed 
                         their wife and kids.
                              (voice breaks)
                         Not able to—

               He can't go on. A sob escapes. He reaches up and brushes 
               away a tear with a rough hand. It seems to bring him to 
               his senses. He glances down and seeing the gun in his hand - 
               stares at it in surprise. He realizes what he was about to 
               do.

                                     FARMER
                              (scarcely audible)
                         Oh!

               MED. SHOT - THE GROUP

               The man slumps into a chair and the gun drops to the floor. 
               Cobb bends quickly and picks it up. Longfellow never moves.

                                     FARMER
                              (dead voice - staring 
                              into space)
                         I'm glad I didn't hurt nobody. 
                         Excuse me.

               He turns his head slowly and peers at them with non-seeing 
               eyes, then suddenly he hides his face in his hands and 
               sobs.

                                     FARMER
                              (muffled)
                         Crazy. You get all kinds of crazy 
                         ideas.

               Longfellow watches him pityingly.

                                     FARMER
                         Sorry. I didn't know what I was 
                         doing.

               The rest of it seems to come out of him effortfully - his 
               voice breaking.

                                     FARMER
                         Losing your farm after twenty years' 
                         work - seeing your kids go hungry - 
                         a game little wife saying 
                         "Everything's going to be all 
                         right."
                              (stridently)
                         Standing there in the bread lines. 
                         It killed me to take a handout.
                              (pathetically)
                         I ain't used to it.
                              (resigned)
                         Go ahead and do what you want with 
                         me, mister.
                              (scarcely audible)
                         I guess I'm at the end of my rope.

               He sobs openly. While he was speaking, Longfellow was 
               peering into the man's face intently. As the man finishes

                                                            DISSOLVE TO:

               EXT. INTIMATE DINING ROOM

               223. CLOSE SHOT

               At the table that was all set for Babe. The man sits, 
               eating. He seriously bends over his food. Longfellow sits 
               opposite him - his eyes glued on the man, absorbed in 
               profound thought.

                                     MAN
                              (tentatively)
                         Can I take some of this home with 
                         me?

               Longfellow nods.

                                                            DISSOLVE TO:

               INSERT: NEWSPAPER HEADLINES

               "LONGFELLOW DEEDS TO GIVE FORTUNE AWAY Huge farming district 
               to be divided into ten acre farms - fully equipped - at a 
               cost of eighteen million dollars."

                                                            WIPE OFF TO:

               INSERT: SECOND NEWSPAPER HEADLINE "DEEDS' PLAN STARTLES 
               FINANCIAL WORLD"

                                                            WIPE OFF TO:

               INSERT: THIRD NEWSPAPER HEADLINE "STAFF OF WORKERS 
               INVESTIGATE APPLICANTS"

                                                            WIPE OFF TO:

               INSERT: FOURTH NEWSPAPER HEADLINE "THOUSANDS OF UNEMPLOYED 
               STORM DEEDS HOME FOR FARM DONATIONS"

                                                            WIPE OFF TO:

               EXT. LONGFELLOW DEEDS' HOME

               224. LONG SHOT

               A mob of shouting men and women clamor at the gates, being 
               jostled around by the police.

               INT. LONGFELLOW'S DRAWING ROOM

               225. FULL SHOT

               It has been transformed into an office. Longfellow sits at 
               one end of the room. Clerks are at several desks. On one 
               side and leading out into the hall, is a long line of men 
               waiting to be interviewed.

                                     VOICE
                         Go on. Step lively.

               226. MED. SHOT

               At Longfellow's desk. He has a two days' growth of beard 
               and looks worn. Next to him is a clerk. In front of him is 
               an applicant.

                                     LONGFELLOW
                              (as the camera moves 
                              in on him)
                         Are you married?

                                     APPLICANT
                         Yes, sir.

                                     LONGFELLOW
                         Any children?

                                     APPLICANT
                         No, no children.

                                     LONGFELLOW
                         All right, Mr. Dodsworth. I think 
                         you'll qualify.
                              (he hands him a 
                              form)
                         Take this to that desk over there 
                         for further instructions.

                                     APPLICANT
                              (gratefully - exiting)
                         Thank you very much.

                                     LONGFELLOW
                         Next, please.

               A man steps forward and stands in front of his desk.

               MED. CLOSE SHOT AT DESK

               Longfellow, clerk and applicant.

                                     LONGFELLOW
                              (to clerk)
                         How many does that make?

                                     CLERK
                         You've okayed 819.

                                     LONGFELLOW
                              (wearily)
                         Is that all?

                                     CLERK
                         That's all.

                                     LONGFELLOW
                         It's going awfully slow. We need 
                         1100 more.
                              (phone rings)
                         Hello . . . oh, yes. Yes. The water 
                         development seems okay - but I 
                         don't like the road layout yet. 
                         Come up tonight about ten and bring 
                         the maps. Right.

               He hangs up.

               228. WIDER ANGLE

               As the farmer in previous sequence approaches.

                                     FARMER
                         Here's the order for the plows. We 
                         got a good price on them.

                                     LONGFELLOW
                         That's fine. Thanks. I'll look 'em 
                         over later.

                                     FARMER
                         Oh, Mr. Deeds—

               Longfellow looks up. Farmer goes on:

                                     FARMER
                         —my wife wanted me to tell you 
                         she—
                              (hesitates)
                         —she prays for you every night.

                                     LONGFELLOW
                              (embarrassed)
                         Well, thanks, I - uh—
                              (to applicant in 
                              front of him)
                         How do you do? What is your name?

                                     RANKIN
                         George Rankin, sir.

               WHILE LONGFELLOW WRITES—

               CLOSE SHOT AT A DESK

               Cobb is on the phone.

                                     COBB
                              (into phone)
                         No! No! We're not buying any bulls. 
                         What's that?

               Listen, fellow, bull's what I've been selling all my life!

               He slams down the receiver.

               INT. CEDAR'S OFFICE

               230. MEDIUM SHOT

               Cedar behind his desk. In front of him is Henry Semple and 
               his nagging wife. Cedar shoves a paper in front of Semple.

                                     CEDAR
                         We have very little time. He's 
                         ordered me to turn everything over 
                         to him immediately. We have to 
                         work fast before he disposes of 
                         every penny.

                                     WIFE
                         See!  I told you something could 
                         be done. I knew it all the time. 
                         Sign it, dear.

                                     SEMPLE
                              (hesitating)
                         We may get into trouble.

                                     WIFE
                         Oh, don't be so squeamish.

                                     CEDAR
                         There are millions involved. After 
                         all, you have your legal rights. 
                         You're his only living relatives.

               CLOSE SHOT AT DESK

               As Semple picks up the paper.

                                     SEMPLE
                         What's it say?

                                     WIFE
                         That's your agreement with Mr. 
                         Cedar, if we win.

                                     CEDAR
                         You see, my end is going to be 
                         rather expensive. I have a lot of 
                         important people to take care of.  
                         I have the legal machinery all set 
                         and ready to go. I've been working 
                         on nothing else for the last week. 
                         You say the word, and we'll stop 
                         this yokel dead in his tracks.

                                     WIFE
                         Sign it!

                                     SEMPLE
                         Oh, all right.

               With the perturbed expression still on his face, Semple 
               reaches over to sign the document. Simultaneously, Cedar 
               flicks a button on his dictagraph.

                                     CEDAR
                              (into dictagraph)
                         Charlie, we're off! Papers all 
                         set?

                                     VOICE
                         All set.

                                     CEDAR
                         Okay, then. Go to it.
                              (afterthought)
                         And, Charlie—

                                     VOICE
                         Yeah?

                                     CEDAR
                         Find out who wrote those newspaper 
                         articles and subpoena them right 
                         away.

                                     VOICE
                         Okay.

                                                            DISSOLVE TO:

               INT. LONGFELLOW'S DRAWING ROOM

               232. MEDIUM SHOT

               A large, raw-boned Swede stands before Longfellow.

                                     LONGFELLOW
                         What is your name?

                                     SVENSON
                         Christian Svenson.

                                     LONGFELLOW
                         Farmer?

                                     SVENSON
                         Yes, ma'am.

                                     LONGFELLOW
                         Where is your farm?

                                     SVENSON
                         South Dakota north.

                                     LONGFELLOW
                         South Dakota - north?

                                     SVENSON
                         South Dakota - but on the top.

                                     LONGFELLOW
                         Oh. Oh!

               233. WIDER ANGLE

               Cobb enters, very businesslike.

                                     COBB
                         What about your knocking off for 
                         lunch?

                                     LONGFELLOW
                         Not hungry. I want to get through 
                         this work in a hurry, and then I 
                         want to go home. What price did 
                         you get on those trucks?

                                     COBB
                         Come on, come on. What are you 
                         trying to do, kid? Keel over? You 
                         haven't been out of this house in 
                         two weeks.

                                     LONGFELLOW
                              (tired)
                         Well, maybe I will have a sandwich.
                              (to Swede)
                         Do you mind waiting a few minutes?

                                     SVENSON
                              (undoing paper 
                              package)
                         Oh, sure, sure. If you like to 
                         have a sandwich, I can give you 
                         one, please.

               He brings out two huge sandwiches, and hands one to 
               Longfellow.

                                     LONGFELLOW
                              (smiling)
                         Thanks. Thank you. Never mind, 
                         Cobb.

               He takes it, and he and the Swede silently eat. Longfellow 
               looks up.

                                     LONGFELLOW
                         Good.

               The Swede smiles. Longfellow nibbles his sandwich, then 
               glances around the room. His gaze rests on:

               234. LONG SHOT

               Of the long line of applicants waiting for an audience.

               235. MEDIUM SHOT

                                     LONGFELLOW
                              (calls to Cobb)
                         Cobb! Get lunch for the rest of 
                         them.

                                     COBB
                              (entering)
                         What? There must be 2000 of them 
                         out there.

                                     LONGFELLOW
                         Well, that doesn't make 'em any 
                         less hungry.

                                     COBB
                         Okay, Santa Claus. 2000 lunches.

               He exits. Longfellow glances over at the line, smiling.

               236. FULL SHOT

               In front of the line there is a slight scuffle, as a man 
               is being pushed forward by some others. He mumbles a 
               protest, tries to get back into position, but the men push 
               him forward again.

                                     GROUP
                              (ad-lib)
                         Go on, say something. Say something!

               CLOSEUP - LONGFELLOW

               He looks up inquiringly.

               238. MED. CLOSE SHOT - MEN IN LINE

               The man finally is resigned, and stands shifting, ill-at-
               ease, his head hanging bashfully.

                                     MAN
                         Mr. Deeds, the boys here wanted me 
                         to say a little something. They 
                         just wanted me to say that—
                              (clears his throat)
                         Well, they wanted me to say that—
                              (quickly gets it 
                              out)
                         We think you're swell - and that's 
                         no baloney.

                                     MAN'S VOICE
                         Say something more!

               CLOSE SHOT - LONGFELLOW

               He smiles self-consciously.

               MED. CLOSE SHOT OF MEN

               The spokesman apparently has not finished yet. Directly 
               behind the line, three officious-looking men have made 
               their appearance and wait for him to conclude.

                                     MAN
                         Give me a chance, fellas. We're 
                         all down and out - but when a fellow 
                         like you comes along, kinda gives 
                         us a little hope - and they just 
                         wanted me to say—

               It's as far as he gets - as the three strangers break their 
               way through the line and approach Longfellow's desk.

                                     ONE OF THE SHERIFFS
                              (ad-lib)
                         Break it up.

               MED. SHOT AT DESK

                                     FIRST DEPUTY SHERIFF
                              (pointing to 
                              Longfellow)
                         That's him.

                                     2ND DEPUTY SHERIFF
                         Are you Longfellow Deeds?

                                     LONGFELLOW
                              (looks up)
                         Yes?

                                     FIRST DEPUTY SHERIFF
                         Sheriff's office.
                              (shows paper)
                         We've got a warrant to take you 
                         into custody.

                                     LONGFELLOW
                              (without moving)
                         A what?

                                     FIRST DEPUTY SHERIFF
                         A warrant for your arrest. You'll 
                         have to come along with us.

               Cobb enters.

                                     COBB
                         What's up? What do you mugs want?

                                     FIRST DEPUTY SHERIFF
                         I don't know nothing, buddy. All I 
                         know is the Sheriff gives me an 
                         insanity warrant to execute.

                                     COBB
                         Insanity! Who's says he's insane?

               They all turn to Charlie, who comes forward.

                                     CHARLIE
                         The complainant is a relative of 
                         the late Martin Semple. The charges 
                         are that Mr. Deeds is insane and 
                         incapable of handling the Estate.

                                     COBB
                         Oh, somebody got panic-stricken 
                         about his giving his dough away, 
                         eh?
                              (to sheriff)
                         Where do you think you're going to 
                         take him?

                                     FIRST DEPUTY SHERIFF
                         To the County Hospital.

                                     CHARLIE
                         Of course, that's only temporary. 
                         A hearing will follow immediately.

               CLOSEUP - LONGFELLOW

               As he speaks quietly.

                                     LONGFELLOW
                         That's fine. Just because I want 
                         to give this money to people who 
                         need it, they think I'm crazy.
                              (cynically)
                         That's marvelous. That makes 
                         everything complete.

               243. WIDER ANGLE

               To include group.

                                     FIRST DEPUTY SHERIFF
                         Let's get going!

                                     COBB
                         Wait a minute! Not so fast. We're 
                         going to get a lawyer. I'll call 
                         Cedar.

                                     LONGFELLOW
                              (thoroughly 
                              disillusioned)
                         No, don't bother.

                                     CHARLIE
                         As a matter of fact, I'm from Mr. 
                         Cedar's office. He represents the 
                         complainant.

                                     COBB
                         Oh.

               Longfellow glances up at him and smiles bitterly.

                                     FIRST DEPUTY SHERIFF
                         Well, let's go. We're wasting a 
                         lot of time.

               He goes to one side of Longfellow, and his partner to the 
               other. They take Longfellow by the arms. He glances down 
               casually and, suddenly, violently pushes the deputies away 
               from him. They are thrown backward; their eyes widen in 
               surprise.

                                     LONGFELLOW
                              (calmly rising)
                         All right, I'll go. But get your 
                         hands off me!

               244. MEDIUM SHOT

               Longfellow starts to walk forward, accompanied by Cobb - 
               and the two deputies and Charlie fall in behind them.

                                     THE SHERIFFS
                              (ad-lib)
                         Make way! Make way!

               CLOSE SHOTS OF CLERKS

               To be intercut with above scene. They stare, petrified, 
               and mumble to each other.

               246. MEDIUM SHOT

               Of the farmers and other applicants. The line has fallen 
               out and they stand in a bunch, staring pathetically and 
               hopelessly at the departing group.

               CLOSEUP OF THE FARMER

               Who stands in f.g. of bunch. What is taking place has slowly 
               penetrated his befuddled brain. The disappointment he feared 
               is here. His body imperceptibly sags, his eyes dim - all 
               hope having gone out of them.

                                                               FADE OUT:

               FADE IN:

               INSERT: SIGN READING: "COUNTY HOSPITAL"

                                                       DISSOLVE THRU TO:

               INT. CORRIDOR OF HOSPITAL

               248. MEDIUM SHOT

               A guard sits at a desk near a door, talking on the 
               telephone.

                                     GUARD
                              (on phone)
                         Yes, most everybody in town has 
                         been here to see him. Yes, sir. I 
                         won't. Goodbye—

               Babe rounds the corner quickly, heading for the door. The 
               guard hurriedly hangs up and stands to block her.

                                     GUARD
                         Sorry, lady—

                                     (RECOGNIZES HER)
                         Oh, it's you again.

                                     BABE
                         Oh, please! I've got to see him.

                                     GUARD
                         Now listen, sister, for the 
                         fourteenth and last time he don't 
                         want to see nobody.

                                     BABE
                              (pleading)
                         Will you just give him my name?

                                     GUARD
                              (confidentially)
                         Listen, toots, just between us, 
                         there ain't a thing in the world 
                         the matter with that guy till I 
                         mention your name, then he goes 
                         haywire!

               Babe winces under the blow.

               INT. HOSPITAL ROOM

               249. MEDIUM SHOT

               Longfellow is seated by the far wall, peering moodily out 
               the window. Cobb paces about. Suddenly, he wheels on 
               Longfellow.

                                     COBB
                         What are you going to do - just 
                         sit back and let them railroad 
                         you? It's as pretty a frameup as 
                         ever hit this rotten town! If you'd 
                         just let me get you a lawyer!

               Longfellow pays no attention to him.

               MED. CLOSE SHOT

               As Cobb continues.

                                     COBB
                              (raises his voice)
                         You can't walk into that courtroom 
                         without being ready to protect 
                         yourself in the clinches. Cedar's 
                         too smart. With the array of talent 
                         he's got lined up against you - 
                         you're cooked!

               Longfellow is still unresponsive. Cobb thinks a moment, 
               watching him studiously; then pleading tenderly:

                                     COBB
                         Listen, pal - I know just how you 
                         feel. A blonde in Syracuse put me 
                         through the same paces. I came out 
                         with a sour puss - but full of 
                         fight. Come on, you don't want to 
                         lay down now.

               Longfellow is still unresponsive.

                                     COBB
                         Do you realize what's happening? 
                         They're trying to prove that you're 
                         nuts!  If they win the case, they'll 
                         shove you in the bughouse. The 
                         moment they accuse you of it, they 
                         have you half licked. You've got 
                         to fight!

               Longfellow disregards him and Cobb sighs, resignedly.

               INT. CORRIDOR OUTSIDE DOOR

               MED. CLOSE SHOT

               The guard is reading his paper. Babe is still waiting, 
               pacing.

                                     GUARD
                         Go on, sit down, won't you?

               MED. CLOSE SHOT AT DOOR

               As Cobb comes out. The guard gets up to check the door is 
               locked.

                                     GUARD
                         So long, Mr. Cobb.

               Cobb, in a troubled frame of mind, doesn't respond and 
               starts down corridor - CAMERA TRUCKS WITH HIM. Babe catches 
               up with him.

                                     BABE
                         Corny!

               Cobb doesn't stop. Babe grabs his arm:

                                     BABE
                         Corny!

               Cobb stops.

               CLOSE TWO SHOT

               Cobb glares at Babe belligerently.

                                     BABE
                         I've got to see him! I've got to 
                         talk to him!

                                     COBB
                         Haven't you done enough damage 
                         already?

                                     BABE
                              (ignoring his attack)
                         Somebody's got to help him! He 
                         hasn't got a chance against Cedar. 
                         Look, I've been all over town 
                         talking to everybody. I've got Mac 
                         all lined up - and the paper's 
                         behind him. And I can get him 
                         Livingston, too. With a lawyer 
                         like Livingston, he's got a fighting 
                         chance.

                                     COBB
                              (coldly)
                         You're wasting your time. He doesn't 
                         want any lawyers. He's sunk so 
                         low, he doesn't want help from 
                         anybody.
                              (bitterly)
                         You can take a bow for that.
                              (huskily)
                         As swell a guy as ever hit this 
                         town, and you crucified him!  For 
                         a couple of stinking headlines!  
                         You've done your bit - now stay 
                         out of his way!

               He exits abruptly, leaving Babe staring despairingly at 
               his disappearing back, his brutal diatribe ringing harshly 
               in her ears.

                                                               FADE OUT:

               FADE IN:

               INSERT: NEWSPAPER HEADLINES "DEEDS SANITY HEARING TODAY!

               Semple Heir Charged With Incompetency! 'Should Be Confined 
               To An Institution,' Declares Cedar.

               "Longfellow Deeds Refuses Counsel; Remains Incommunicado."

               "Farmers Aroused At Efforts to Balk Their Benefactor."

               "Police Surround Courthouse In Anticipation Of Outbreak."

                                                            DISSOLVE TO:

               EXT. COURTHOUSE

               254. LONG SHOT

               Of an unruly mob - being jostled by the police.

               INT. CORRIDOR OF COURTHOUSE

               255. LONG SHOT

               The corridor is jammed with curious public endeavoring to 
               gain entrance. Perspiring police fight to keep them back.

               INT. COURTROOM

               256. FULL SHOT

               It is practically full. The few empty seats are being 
               quickly filled. People stumble over each other to find a 
               seat. The judge is not yet at his bench. There is a general 
               chatter of excitement and anticipation.

               257. MED. SHOT - FRONT OF COURTROOM

               Among the spectators Babe sits beside Mac. She stares, 
               expression-less. Mac glances at her sympathetically.

               258. MED. SHOT

               Featuring the farmer who broke into Longfellow's house. 
               Near him is the Swede we saw - and others.

               SHOT INSIDE RAILING

               Cedar and his assistants arrange their papers. Two dignified 
               gentlemen, psychiatrists, await action, arms folded. Near 
               them is Henry Semple, the complainant, his nose twitching 
               nervously. By his side is his wife, sparkling expectantly.

               SHOT AT LONG TABLE

               At which sit a dozen newspaper reporters.

               MED. CLOSE SHOT

               From a side door Longfellow enters, accompanied by his 
               guard. Immediately the place is astir. As he advances to a 
               chair in front of a table—

               262. MED. FULL SHOT - COURTROOM

               Necks crane for a glimpse. Whispered conversations take 
               place.

               CLOSE SHOT - HENRY SEMPLE

               He looks guilty, nose twitching more violently than ever.

                                     SEMPLE
                              (to Cedar)
                         Here he is!

               CLOSE SHOT - BABE AND MAC

               Babe sits up, her eyes riveted on Longfellow. Impulsively 
               she starts to rise, but Mac puts a restraining hand on 
               her.

               MED. CLOSE SHOT

               Longfellow turns neither to left nor right. He is slumped 
               low in his chair, staring solemnly into space. Cobb breaks 
               into scene and sits down beside him.

                                     COBB
                              (full of excitement)
                         Cedar just sent for me. Wants to 
                         make a settlement. Here's your 
                         chance to get out of the whole 
                         mess. What do you say?

               He gets no response from Longfellow.

               There is a stir in the courtroom.

               MED. LONG SHOT

               The bailiff calls out as the Judge proceeds to his bench.

                                     BAILIFF
                         Quiet, please! The Supreme Court 
                         of the State of New York, County 
                         of New York, is now in session, 
                         the Honorable John May, Judge, 
                         presiding. Be seated.

               MED. CLOSE SHOT

               To include Judge and Longfellow.

                                     JUDGE
                         The court wishes to warn those 
                         present that it will tolerate no 
                         disturbances.
                              (to Longfellow)
                         Regarding the sanity hearing of 
                         Longfellow Deeds, are you 
                         represented by counsel, Mr. Deeds?

               Almost imperceptibly, Longfellow shakes his head no. The 
               Judge looks troubled. There is a stir in the courtroom.

                                     JUDGE
                         I understand that you have no 
                         counsel, Mr. Deeds. In fact, that 
                         you have no intention of defending 
                         any of these charges. Now, if you 
                         wish to change your mind, the 
                         hearing can be postponed.

               Getting no response from Longfellow, the Judge shrugs his 
               shoulders.

                                     JUDGE
                         Proceed.

                                                            DISSOLVE TO:

               INT. COURTROOM

               268. MEDIUM SHOT

               Cedar is on his feet.

                                     CEDAR
                              (addressing the 
                              court)
                         —and in the interests of my client, 
                         the only other living relative of 
                         the late Martin W. Semple, we cannot 
                         permit a fortune so huge to be 
                         dissipated by a person whose 
                         incompetency and abnormality we 
                         shall prove beyond any reasonable 
                         doubt.

               269. PANNING SHOT OF SPECTATORS

                                     CEDAR'S VOICE
                         I have before me a series of 
                         articles written by a newspaper 
                         woman who was an eye-witness to 
                         his conduct ever since he came to 
                         New York.

               CAMERA STOPS on Babe and Mac. Cedar's voice goes on:

                                     CEDAR
                         She tells how, in the midst of a 
                         normal conversation, he would 
                         suddenly begin playing his tuba.  
                         She tells of his attacks upon 
                         several of our eminent writers - 
                         for no apparent reason. In fact, 
                         there are many instances not 
                         recorded in these articles in which 
                         Mr. Deeds satisfied an unnatural 
                         desire to smash people up without 
                         provocation.

               270. MED. SHOT - FRONT OF COURTROOM

                                     CEDAR
                         I, myself, unable to keep pace 
                         with his mental quirks, and 
                         constantly fearful of assault, 
                         turned down an opportunity to 
                         represent him as his attorney. 
                         This newspaper woman, whom we have 
                         subpoenaed to testify, tells how 
                         he tied up traffic for an hour 
                         feeding doughnuts to a poor horse.  
                         And by his own statement, waiting 
                         for that horse to ask for a cup of 
                         coffee.

               There is laughter in the courtroom - which quickly subsides 
               when the Judge pounds his gavel.

                                     CEDAR
                         We have photographs to substantiate 
                         this little episode, and other 
                         photographs showing Mr. Deeds 
                         jumping upon a fire engine. This 
                         scarcely sounds like the action of 
                         a man in whom the disposition of 
                         twenty million dollars may safely 
                         be entrusted. This writer of these 
                         articles - a woman whose 
                         intelligence and integrity in the 
                         newspaper world is unquestioned - 
                         held him in such contempt that she 
                         quite aptly named him "The 
                         Cinderella Man."

               CLOSEUP - LONGFELLOW

                                     CEDAR'S VOICE
                         We have witnesses here from Mandrake 
                         Falls, his own home town, who will 
                         tell of his conduct throughout his 
                         lifetime, proving that his 
                         derangement is neither recent nor 
                         a temporary one.

               Longfellow's interest is only slightly aroused. He lifts 
               his eyes in a casual glance around him.

               MED. CLOSE SHOT

               Featuring Cedar.

                                     CEDAR
                         We have others who will tell of 
                         his unusual behavior when he invited 
                         the great leaders of the musical 
                         world to his home, and then 
                         proceeded to forcibly eject them. 
                         Only recently when he was in the 
                         County Hospital for observation, 
                         he not only refused to be examined 
                         by these gentlemen, the state 
                         psychiatrists, but he actually 
                         made a violent attack upon them.

               CLOSE SHOT - THE JUDGE

               As Cedar continues talking, CAMERA PULLS BACK to WIDER 
               SHOT.

                                     CEDAR
                         In these times, with the country 
                         incapacitated by economic ailments, 
                         and endangered with an undercurrent 
                         of social unrest, the promulgation 
                         of such a weird, fantastic and 
                         impractical plan as contemplated 
                         by the defendant, is capable of 
                         fomenting a disturbance from which 
                         the country may not soon recover. 
                         It is our duty to stop it! Our 
                         government is fully aware of its 
                         difficulties and can pull itself 
                         out of its economic rut without 
                         the assistance of Mr. Deeds, or 
                         any other crackpot.

               MED. PANNING SHOT

               Of farmers, the Swede and others.

                                     CEDAR'S VOICE
                         His attempted action must therefore 
                         be attributed to a diseased mind 
                         afflicted with hallucinations of 
                         grandeur, and obsessed with an 
                         insane desire to become a public 
                         benefactor.

               275. CLOSE SHOT AT FRONT OF COURTROOM

               Featuring Cedar.

                                     CEDAR
                              (suddenly)
                         Your Honor, at this time, we would 
                         like to call our first witness: 
                         Miss Louise - Babe - Bennett.

                                     276. FULL SHOT
                         There is a mild stir, and all wait 
                         expectantly for Babe to appear.

                                     CLERK
                         Miss Bennett, please.

               Babe, eyes on Longfellow, slowly walks to the stand.

               CLOSEUP - LONGFELLOW

               He has his face averted and doesn't look at her.

               278. MEDIUM SHOT

               Babe continues to rivet her eyes on Longfellow, as she is 
               sworn in.

                                     CLERK
                         Raise your right hand, please.

               She does so.

                                     CLERK
                         Do you solemnly swear the testimony 
                         you may give before this court to 
                         be the truth, the whole truth and 
                         nothing but the truth, so help you 
                         God?

                                     BABE
                         I do.

                                     CLERK
                         State your right name, please.

                                     BABE
                         Louise Bennett.

                                     CLERK
                         Take the stand.

               279. MED. CLOSE SHOT AT WITNESS STAND

               As Cedar steps up to question Babe. Judge in f.g.

                                     CEDAR
                         Miss Bennett, are you employed by 
                         the Morning Mail?

               There is no answer. Babe continues to stare off at 
               Longfellow, hoping he will look up. Cedar speaks to her 
               again:

                                     CEDAR
                         I must ask you to direct your 
                         attention to me.

               But Babe's attention remains focused on Longfellow.

                                     BABE
                              (appealing to Judge)
                         Your Honor, this is ridiculous!

                                     JUDGE
                         Please answer the questions.

                                     BABE
                              (wildly)
                         The whole hearing's ridiculous! 
                         That man's no more insane than you 
                         are.

               The suddenness of her outbreak is startling. The Judge 
               pounds his gavel.

               280. WIDER ANGLE - FRONT OF COURTROOM

               The Judge pounding his gavel.

                                     JUDGE
                         Miss Bennett please!

                                     CEDAR
                         This is outrageous!

                                     BABE
                              (rising to stand)
                         It's obviously a frameup! They're 
                         trying to railroad this man for 
                         the money they can get out of him!

                                     CEDAR
                         Your Honor!

               The Judge pounds his gavel throughout her speech.

                                     JUDGE
                              (highly)
                         Young lady, another outburst like 
                         that and I shall hold you in 
                         contempt!  We're not interested in 
                         your opinion of the merits of this 
                         case. You're here to testify. Sit 
                         down and answer the questions. 
                         Proceed.

               Cedar beams victoriously.

                                     CEDAR
                         Thank you, Your Honor. Are you 
                         employed by the Morning Mail?

                                     BABE
                              (sharply)
                         No!

               Cedar's eyes widen in surprise. There is a light stir.

                                     CEDAR
                              (threateningly)
                         You are under oath, Miss Bennett. 
                         I ask you again - are you employed 
                         by the Morning Mail?

                                     BABE
                              (irritably)
                         No! I resigned last week!

               CLOSE SHOT - LONGFELLOW

               As Cedar proceeds without interruption.

                                     CEDAR'S VOICE
                         Well, prior to that time - were 
                         you employed by the Morning Mail?

                                     BABE'S VOICE
                              (laconically)
                         Yes.

               282. CLOSE SHOT AT WITNESS STAND - BABE AND CEDAR

                                     CEDAR
                         Were you given an assignment to 
                         follow the activities of Longfellow 
                         Deeds?

                                     BABE
                         Yes.

                                     CEDAR
                         Did you subsequently write a series 
                         of articles about him?

                                     BABE
                         Yes!

                                     CEDAR
                              (holding them up)
                         Are these the articles?

                                     BABE
                         Yes!

                                     CEDAR
                         Were you present when all these 
                         things took place?

                                     BABE
                         Yes!

                                     CEDAR
                         Are they true!

                                     BABE
                         NO!!

                                     CEDAR
                         But they did take place?

                                     BABE
                         They're colored! Just to make him 
                         look silly!

                                     CEDAR
                         And you saw them happen?

                                     BABE
                         Yes, but I—

                                     CEDAR
                              (preemptorily)
                         That's all, Miss Bennett.

                                     BABE
                              (half shrieking)
                         It isn't all! I'd like to explain—

                                     CEDAR
                              (brusquely)
                         That's all, Miss Bennett. That's 
                         all.

               283. MEDIUM SHOT

               A bailiff takes Babe by the arm.

                                     BAILIFF
                         Come on, miss - come on!

                                     CEDAR
                              (simultaneously, to 
                              Judge)
                         Your Honor, I'd like to submit 
                         these articles as evidence.

               Babe struggles away from the bailiff.

                                     BABE
                              (frantically)
                         Let go of me!
                              (steps up to Judge; 
                              wildly)
                         What kind of hearing is this? What 
                         are you trying to do - persecute 
                         the man? He's not defending himself. 
                         Somebody's got to do it!

               Throughout her tirade, the Judge has been angrily pounding 
               his gavel.

                                     JUDGE
                         Miss Bennett, please!

               284. CLOSER SHOT

               Featuring Babe and Judge.

                                     BABE
                         I've got a right to be heard!  
                         I've attended dozens of cases like 
                         this. They're usually conducted 
                         without any formality at all. 
                         Anybody can be heard! My opinion 
                         is as good as these quack 
                         psychiatrists. I know him better 
                         than they do.

                                     JUDGE
                         Miss Bennett, if you have quite 
                         finished, I should like to inform 
                         you that one more utterance from 
                         you and I shall place you under 
                         arrest.
                              (leans back)
                         I'm willing to hear anything anyone 
                         has to say - but I insist on it 
                         being done in an orderly fashion. 
                         When you have learned to show some 
                         respect for this court, you may 
                         return.
                              (dismissing her)
                         Until then, you'd better go back 
                         to your seat and calm down.

                                     BAILIFF
                         This way, miss.

               285. WIDER ANGLE

               As Babe is led away, there is another courtroom stir.

                                     BAILIFF'S VOICE
                         Order in the court!

               When Babe is out of sight, the Judge turns to Longfellow.

                                     JUDGE
                         Mr. Deeds, have you anything to 
                         say in defense of these articles?

               286. CLOSE SHOT - LONGFELLOW AND COBB

               Longfellow shakes his head. Cobb glances to him helplessly.

               CLOSE SHOT - JUDGE

               He shrugs.

                                     JUDGE
                         Mr. Deeds?
                              (again no reply)
                         Mark these Exhibit A for the 
                         plaintiff.

                                     CLERK
                         Yes, Your Honor.

                                     JUDGE
                         Proceed.

               CLOSE SHOT - BABE

               As she sits down beside Mac - who places an affectionate 
               arm around her shoulders.

                                                            DISSOLVE TO:

               289. MED. SHOT - FRONT OF COURTROOM

               Two old ladies are being led to the witness stand. Their 
               eyelids flutter excitedly as they go.

               CLOSE SHOT - LONGFELLOW

               He looks up, sees the old ladies and smiles at them 
               friendily.

               291. MED. CLOSE SHOT AT JUDGE'S BENCH

               Against the drone of the clerk, who swears witnesses in:

                                     CEDAR
                         The Falkner sisters are rather 
                         timid, Your Honor, and wish to be 
                         together. If the court pleases, I 
                         will only have one of them testify.

                                     JUDGE
                              (impatiently)
                         Yes! Yes! Let's get on with it.

               Cedar turns to them.

               292. MED. CLOSE SHOT AT WITNESS STAND

               As Cedar addresses one of the old ladies.

                                     CEDAR
                         What is your name, please?

                                     JANE
                         Jane Falkner. This is my sister, 
                         Amy.

                                     AMY
                              (agreeing)
                         Yes - Amy.

                                     CEDAR
                         I'll direct my questions to you, 
                         Miss Jane. You can answer for both. 
                         Do you know the defendant, Mr. 
                         Longfellow Deeds?

               The two old ladies look at each other, then in the direction 
               in which Cedar points.

                                     JANE
                         Oh yes, yes - of course we know 
                         him.

                                     CEDAR
                              (a little nervously)
                         How long have you known him?

               Jane turns to her sister, and they whisper to each other.

                                     JANE
                              (turns to Cedar)
                         Since he was born.

                                     AMY
                         Yes. Elsie Taggart was the midwife.

                                     JANE
                         He was a seven-months baby.

                                     CEDAR
                         Thank you, that's fine. Do you see 
                         him very often?

               The two old ladies have their whispered conference again.

                                     JANE
                         Most every day.

                                     AMY
                         Sometimes twice.

                                     JUDGE
                              (irascibly)
                         Must we have the echo?

                                     CEDAR
                         Suppose you just answer, Miss Jane. 
                         Now, will you tell the Court what 
                         everybody at home thinks of 
                         Longfellow Deeds?

               The two old ladies consult each other once more.

                                     JANE
                         They think he's pixilated.

                                     AMY
                         Oh yes, pixilated.

                                     JUDGE
                              (leaning forward)
                         He's what?

                                     CEDAR
                              (concerned)
                         What was that you said he was?

                                     JANE
                         Pixilated.

                                     AMY
                         Uh-huh.

                                     CEDAR
                              (patiently)
                         Now, that's a rather strange word 
                         to use, Miss Jane. Can you tell 
                         the court exactly what it means?

               While the two ladies go into a huddle:

               293. CLOSE SHOT - PSYCHIATRISTS

               As one of them speaks up.

                                     PSYCHIATRIST
                         Perhaps I can explain, Your Honor. 
                         The word pixilated is an early 
                         American expression - derived from 
                         the word 'pixies,' meaning elves. 
                         They would say, 'The pixies had 
                         got him,' as we nowadays would say 
                         a man is 'balmy.'

               294. MEDIUM SHOT

               The Judge nods his understanding. The Falkner sisters nod 
               in pleasant agreement. Cedar sighs victoriously.

                                     CEDAR
                         Is that correct?

                                     JANE
                         Uh-huh.

                                     AMY
                         Uh-huh.

                                     JUDGE
                         Now tell me, why does everyone 
                         think he's - uh - pixilated? Does 
                         he do peculiar things?

               295. MED. SHOT TOWARD WITNESS STAND

                                     JANE
                              (after conferring 
                              with Amy)
                         He walks in the rain, without his 
                         hat, and talks to himself.

                                     AMY
                         Sometimes he whistles.

                                     JANE
                         And sings.

                                     CEDAR
                         Anything else?

                                     JANE
                         Recently he gave Chuck Dillon a 
                         thumping.

                                     AMY
                         Blacked his eye.

                                     CEDAR
                         And why?

                                     JANE
                         For no reason, I guess. He always 
                         does it. We always run into the 
                         house when we see him coming.

                                     AMY
                         Never can tell what he's going to 
                         do.

                                     JANE
                         He sure is pixilated.

                                     AMY
                         Oh, yes - he's pixilated all right.

                                     CEDAR
                         Thank you, ladies. That's all.

               Cedar beams. The old ladies leave to resume their seats.

                                                            DISSOLVE TO:

               296. CLOSE SHOT IN WITNESS STAND

               A policeman in uniform.

                                     POLICEMAN
                         They kept hollering: "Back to 
                         Nature! Back to Nature!"  I thought 
                         they looked harmless enough so I 
                         took them home. I never thought he 
                         was cracked.

                                                            WIPE OFF TO:

               297. CLOSE SHOT IN WITNESS STAND

               The waiter at "Tullio's."

                                     WAITER
                         I'm a waiter. He kept pressing me 
                         to point out the celebrities, and 
                         so help me Hannah I'm coming out 
                         of the kitchen a coupla minutes 
                         later and there he is moppin' up 
                         the floors with them. I never 
                         figured he was a guy looking for 
                         trouble.

                                                            WIPE OFF TO:

               298. CLOSE SHOT IN WITNESS STAND

               Mme. Pomponi.

                                     MME. POMPONI
                              (expostulating)
                         He threw us out bodily! But bodily!

                                                            WIPE OFF TO:

               299. MED. CLOSE SHOT IN WITNESS STAND

               Of one of the bodyguards on witness stand.

                                     BODYGUARD
                         We was hired as his bodyguard, 
                         see? Well, the first crack out of 
                         the box, he throws us in a room 
                         and locks the door, see? Now, if a 
                         thing like that gets around in our 
                         profession, we'd get the bird - 
                         see? So I says to my partner, "Let's 
                         quit this guy, he's nuts!"

                                                            WIPE OFF TO:

               300. CLOSE SHOT IN WITNESS STAND

               A Cockney cabman.

                                     CABMAN
                         I'm very fond of Clara, sir. She's 
                         a nice 'orse. And when this bloke 
                         'ere started feedin' 'er doughnuts, 
                         I yelled down to him, "Mind what 
                         you're doin' down there! Mind what 
                         you're doing'!" Of course I wouldn't 
                         mind, sir, but Clara won't eat 
                         nothin' but doughnuts, now.

                                                            WIPE OFF TO:

               301. WIDE SHOT[13]

               Of one of the photographers (Bob) and enlarged photographs 
               of Longfellow's antics.

                                     BAILIFF'S VOICE
                         Come to order.

                                     CEDAR
                         Your Honor, I wish to call your 
                         attention to these exhibits. Mr. 
                         Davis, do you recognize these 
                         reproductions?

                                     BOB
                         Sure, they're good enlargements. 
                         Where'd you have them made?

                                     CEDAR
                         Did you make the originals of them?

                                     BOB
                         Sure. I took the originals. Taking 
                         pictures is my business. I 
                         photograph a lot of nuts.

                                                            WIPE OFF TO:

               As Cedar speaks.

                                     CEDAR
                         And now, Your Honor, if the court 
                         pleases, I shall call upon Dr. 
                         Emil Von Holler, if he will be 
                         good enough to give us his opinion. 
                         Dr. Von Holler, as you know, is 
                         the eminent Austrian psychiatrist - 
                         probably the greatest authority on 
                         the subject in the world. At present 
                         he is in this country on a lecture 
                         tour, and has graciously volunteered 
                         his services. Dr. Von Holler?

               While he is still speaking,

                                     VOICE OF BAILIFF
                         Dr. Von Holler!

                                                            DISSOLVE TO:

               302. WIDER ANGLE

               As the clerk finishes swearing Dr. Von Holler in.

                                     CLERK
                         Do you solemnly swear the testimony 
                         you are about to give in the cause 
                         now pending before this court shall 
                         be the truth, the whole truth and 
                         nothing but the truth, so help you 
                         God? State your right name, please.

                                     VON HOLLER
                              (a slight Austrian 
                              accent)
                         Emil Von Holler.

                                     CLERK
                         Take the stand.

               303. MED. CLOSE SHOT AT WITNESS STAND

               On Von Holler and Cedar.

                                     CEDAR
                         Now Dr. Von Holler, will you kindly 
                         tell the court what your opinion 
                         is on this case?

                                     VON HOLLER
                         This is purely a case of manic 
                         depression. In cases of this kind, 
                         patients sometimes go on for years 
                         before being detected.

               He turns to one of the psychiatrists, sitting with the 
               Judge.

                                     VON HOLLER
                         You remember, Dr. Fosdick, in my 
                         last book there are some very fine 
                         examples.

                                     DR. FOSDICK
                              (nodding)
                         Uh-huh.

                                     VON HOLLER
                         Especially, the one of the young 
                         nobleman, you remember?

                                     DR. FOSDICK
                         Oh, yes. Yes, of course Dr. Von 
                         Holler. Very interesting.

                                     VON HOLLER
                         It reminds me very much of this 
                         one. Nicht wahr?

                                     DR. FOSDICK
                         Ja.

                                     VON HOLLER
                         It takes so long to detect them—
                              (to Judge)
                         —because their mood changes so 
                         often and so quickly. Now, Your 
                         Honor, may I show you? May I use 
                         the chart?

                                     JUDGE
                         By all means.

               He moves to a blackboard. There are chalk marks on it. A 
               straight line runs diagonally across the center. Other 
               lines run zig-zag over and below this center line.

                                     VON HOLLER
                              (indicating chart)
                         Below here, they are extremely 
                         depressed, melancholy, impossible 
                         to live with, and often become 
                         violent.
                              (running a line up)
                         From this mood the manic depressive 
                         might gradually change until they 
                         reach this state.
                              (he reaches the 
                              center line)
                         Here is lucidity. Here they are 
                         perfectly normal. As normal as you 
                         or I—
                              (smiling)
                         —assuming, of course, that we are 
                         normal.
                              (he starts up with 
                              chalk)
                         Then, the mood changes again until—
                              (chalk reaches top)
                         —they reach this state, a state of 
                         highest exaltation. Here everything 
                         is fine. Here the world is 
                         beautiful. Here they are so elated - 
                         how do you express it?
                              (quickly, as it 
                              comes to him)
                         —they would give you the shirt off 
                         their backs!

                                     CEDAR
                         Dr. Von Holler, how would you say 
                         that applied to Mr. Deeds's case?

                                     VON HOLLER
                         The symptoms are obvious.
                              (points to top line)
                         When he was here, on top of the 
                         wave, he felt nothing but kindliness 
                         and warmth toward his fellow-men. 
                         He wanted them around him. So he 
                         decided he would give a big 
                         reception. But in the meantime, 
                         his mood has changed.
                              (chalk goes down)
                         He is now at the bottom of the 
                         wave - depressed - melancholy. So, 
                         when his guests arrive, he throws 
                         them out. They are now his imaginary 
                         enemies.

               CLOSE SHOT - LONGFELLOW

               As Von Holler's voice continues:

                                     VON HOLLER'S VOICE
                         Other instances of high elation 
                         are when he plays his tuba, when 
                         he writes his poetry, when he chases 
                         fire engines in his desire to help 
                         humanity. This is contrasted with 
                         his present mood, which is so low 
                         that even the instinct for self-
                         preservation is lacking.

               305. MED. SHOT FRONT OF COURTROOM

               VON HOLLER STILL CONTINUES:

                                     VON HOLLER
                         Oh, the man is verrukt. Your Honor, 
                         this is decidedly a case of a manic 
                         depressive.

                                     CEDAR
                         Thank you, Dr. Von Holler.

               Dr. Von Holler returns to his seat.

                                     CEDAR
                         Your Honor, we rest.

               FULL SHOT - COURTROOM

               There is a shifting of bodies, and a renewed interest, as 
               they wait for the next move. The Judge and his own two 
               experts go into an inaudible huddle.

               307. CLOSE SHOT - COBB AND LONGFELLOW

               Longfellow is slumped in his seat, head down.

                                     COBB
                         Come on, what're you going to do? 
                         Let them get away with it? They 
                         got you cooked.

               Longfellow does not budge.

               There is an expectant stir in the courtroom among the 
               spectators and rows of reporters.

               308. MED. CLOSE SHOT - THE JUDGE AND HIS EXHIBITS

               Judge comes out of his huddle and glances at Longfellow.

                                     JUDGE
                              (leaning forward)
                         Mr. Deeds, before the court arrives 
                         at a decision, isn't there anything 
                         you wish to say?

               309. CLOSE SHOT - LONGFELLOW AND COBB

               Longfellow shakes his head slightly.

                                     COBB
                              (whispering)
                         Come on - don't be a sap!

               CONTINUATION SCENE 308

               The Judge watches him a few moments, hesitatingly, and 
               then turns to his experts.

               310. MED. SHOT - NEWSPAPER REPORTERS

                                     A REPORTER
                         He's sunk.

               311. CLOSE SHOT - CEDAR AND HIS CLIENTS, ASSISTANTS ETC.

               They smirk confidently.

               CLOSE SHOT - BABE AND MAC

               She stares, panic-stricken.

               313. MED. SHOT

               Of the Swede, the farmer, and others. Their faces show 
               their resentment.

               314. MED. SHOT FRONT OF COURTROOM

                                     JUDGE
                              (to the two experts)
                         You both concur?

                                     EXPERTS
                              (ad-lib)
                         Oh, positively.

               The Judge emerges from his consultation with his experts 
               and addresses Longfellow.

                                     JUDGE
                         Mr. Deeds, in view of the extensive 
                         testimony and your continued silence 
                         and upon recommendation of the 
                         doctors, the Court considers it 
                         advisable for your own safety that 
                         you be committed to an institution 
                         as prescribed by law. You need 
                         medical attention, Mr. Deeds.
                              (shrugs)
                         Perhaps in a little while—

               Suddenly the air is rent with the shrill voice of Babe.

                                     BABE
                         No! No! No! Wait a minute!

               All are startled and look up. Babe runs right to the Judge.

                                     BABE
                         You can't do it! You've got to 
                         make him talk.

                                     CEDAR'S VOICE
                         Your Honor, I object!

               She turns directly to Longfellow - leaning over close to 
               him.

               315. CLOSE SHOT - BABE AND LONGFELLOW

                                     BABE
                              (pleading softly)
                         Oh, darling, please. I know 
                         everything I've done. I know how 
                         horrible I've been. No matter what 
                         happens, if you never see me again, 
                         do this for me.

                                     JUDGE'S VOICE
                         Miss Bennett, please!

                                     BABE
                              (frantically)
                         You said I could speak! You said I 
                         could have my say if I were 
                         rational. I'm rational. Please, 
                         let me take the witness chair.

               316. WIDER ANGLE

                                     BABE
                         He must be made to defend himself 
                         before you arrive at a decision.

                                     JUDGE
                         Very well. Take the stand.

               Babe goes up to the witness stand and sits down.

                                     BABE
                         Oh, thank you!

                                     CEDAR
                              (shouting)
                         Your Honor, what she is saying has 
                         no bearing on the case. I object.

                                     JUDGE
                         Let her speak.

                                     BABE
                         I know why he won't defend himself!  
                         That has a bearing on the case, 
                         hasn't it? He's been hurt!  He's 
                         been hurt by everybody's he met 
                         since he came here, principally by 
                         me. He's been the victim of every 
                         conniving crook in town. The 
                         newspapers pounced on him - made 
                         him a target for their feeble humor.

               CLOSE SHOT - BABE

                                     BABE
                         I was smarter than the rest of 
                         them!  I got closer to him so I 
                         could laugh louder. Why shouldn't 
                         he keep quiet? Every time he said 
                         anything it was twisted around to 
                         sound imbecilic.

               CLOSEUP - BABE

               As she continues.

                                     BABE
                         He can thank me for it! I handed 
                         the gang a grand laugh. This is a 
                         fitting climax to my sense of humor.

               319. WIDER ANGLE

               As Cedar protests.

                                     CEDAR
                         But Your Honor - this is 
                         preposterous!

               The Judge waves him down with a dismissing gesture of his 
               hand.

                                     BABE
                         Certainly I wrote those articles. 
                         I was going to get a raise - and a 
                         month's vacation! But I stopped 
                         writing them when I found out what 
                         he was all about! When I realized 
                         how real he was.

               CLOSE SHOT - LONGFELLOW

               As Babe's voice continues:

                                     BABE'S VOICE
                         He could never fit in with our 
                         distorted viewpoint because he's 
                         honest and sincere - and good. If 
                         that man is crazy, Your Honor, the 
                         rest of us belong in straight-
                         jackets.

               321. MED. SHOT

               Cedar jumps up.

                                     CEDAR
                         Your Honor, this is absurd. The 
                         woman's obviously in love with 
                         him.

                                     BABE
                         What's that got to do with it?

                                     CEDAR
                              (shouting)
                         Well, you are in love with him, 
                         aren't you?

                                     BABE
                              (shouting back)
                         What's that got to do with it?

                                     CEDAR
                              (louder)
                         You are , aren't you?

                                     BABE
                              (just as loud)
                         Yes!!!

               CLOSEUP - LONGFELLOW

               To be intercut during her speech. At first he merely glances 
               up at her speculatively. Finally, he begins to show some 
               interest.

               323. MED. SHOT FRONT OF COURTROOM

               Cedar turns to the Judge.

                                     CEDAR
                         Your Honor, her testimony is of no 
                         value. Why shouldn't she defend 
                         him? It's a tribute to American 
                         womanhood - the instinct to protect 
                         the weak. I'm not saying that nobody 
                         likes the boy. I cherish a fond 
                         affection for him myself. But that 
                         doesn't mean to say—In the middle 
                         of his speech, Mac - the editor - 
                         appears at his elbow.

                                     MAC
                         When the windbag here gets through, 
                         Your Honor, I'd like to verify 
                         what Miss Bennett said. I'm her 
                         editor. When she quit her job, she 
                         told me what a swell fellow this 
                         man was. And anything Babe Bennett 
                         says is okay with me.

                                     JUDGE
                         If you have anything to say, you 
                         will take the stand.

                                     MAC
                         I've already said it, Your Honor. 
                         I just thought I'd like to get my 
                         two cents in.

               As he starts to go, CAMERA PANNING WITH HIM, he passes 
               Longfellow. He nudges him.

                                     MAC
                         Don't be a sucker, pal. Stand up 
                         and speak your piece.

               He disappears to his seat.

                                     COBB
                         Your Honor, I've got a couple of 
                         cents I'd like to put in—

                                     JUDGE
                         Sit down!

                                     COBB
                         I've been with this man ever since 
                         he came to New York—

               324. MED. SHOT

               Shooting toward the Judge. He pounds his gavel, interrupting 
               Cobb.

                                     JUDGE
                         Sit down! There will be no further 
                         interruptions.

               Almost simultaneously with the Judge's speech, the farmer, 
               somewhere in the audience, rises to his feet.

                                     FARMER
                         How about us, Mr. Deeds!

               325. MED. SHOT

               Shooting toward audience. As the farmer finishes, a dozen 
               others are on their feet.

                                     CROWD
                              (ad-lib)
                         Yes! What about us, Mr. Deeds!
                         You're not going to leave us out 
                         in the cold!
                         They're trying to frame you, Mr. 
                         Deeds!

               The turmoil is general, with bailiffs running to quiet 
               them. The Judge pounding his gavel, incensed.

                                     BAILIFF'S VOICE
                         Order! Order!

                                     JUDGE
                              (when quiet reigns)
                         In the interest of Mr. Deeds, I 
                         have tolerated a great deal of 
                         informality. But if there is one 
                         more outburst, I shall have the 
                         courtroom cleared.

                                     LONGFELLOW
                         Your Honor—

                                     JUDGE
                              (surprised)
                         Yes?

                                     LONGFELLOW
                         I'd like to get in my two cents' 
                         worth.

                                     JUDGE
                         Take the stand!

               There is a general stir of excitement - and whispering.

               CLOSE SHOT - BABE

               Her eyes sparkle happily.

               327. CLOSE SHOT - CEDAR AND CLIENTS

               The clients look up at Cedar, concerned. Cedar comforts 
               them with a confident grimace.

               328. MED. SHOT

               To include Longfellow, Judge, and others around them. 
               Longfellow hesitates.

                                     JUDGE
                         Proceed.

                                     LONGFELLOW
                         Well, I don't know where to begin. 
                         There's been so many things said 
                         about me that I—

               329. CLOSE SHOT AT WITNESS STAND

               LONGFELLOW CONTINUES:

                                     LONGFELLOW
                         About my playing the tuba. Seems 
                         like a lot of fuss has been made 
                         about that. If a man's crazy just 
                         'cause he plays the tuba, then 
                         somebody better look into it, 'cause 
                         there are a lot of tuba players 
                         running around loose. Of course, I 
                         don't see any harm in it. I play 
                         mine whenever I want to concentrate. 
                         That may sound funny to some people - 
                         but everybody does something silly 
                         when they're thinking. For instance, 
                         the Judge here is an O-filler. . .

               330. WIDER ANGLE

               Front of courtroom.

                                     JUDGE
                         A what?

                                     LONGFELLOW
                         An O-filler. You fill in all the 
                         spaces in the O's, with your pencil.
                              (points to desk)
                         I was watching you.

               The Judge looks down at a paper in front of him.

               INSERT: OF A PRINTED DOCUMENT

               Of some sort. All the O's and P's and R's have the white 
               spaces pencilled in.

               CLOSEUP - JUDGE

               As he looks up from the document. He is a trifle self-
               conscious. Laughter comes from the courtroom.

                                     LONGFELLOW'S VOICE
                         That may make you look a little 
                         crazy, Your Honor, just sitting 
                         around filling in O's - but I don't 
                         see anything wrong 'cause that 
                         helps you to think. Other people 
                         are doodlers.

                                     JUDGE
                         Doodlers?

               332. MED. SHOT - FRONT OF COURTROOM

                                     LONGFELLOW
                         That's a name we made up back home 
                         for people who make foolish designs 
                         on paper when they're thinking. 
                         It's called doodling. Almost 
                         everybody's a doodler. Did you 
                         ever see a scratch pad in a 
                         telephone booth? People draw the 
                         most idiotic pictures when they're 
                         thinking. Dr. Von Holler, here, 
                         could probably think up a long 
                         name for it, because he doodles 
                         all the time.

               Dr. Von Holler, who is in the middle of some doodling, 
               flinches. A roar of laughter comes from the spectators. 
               Longfellow reaches over to where Dr. Von Holler sits and 
               picks up a piece of paper.

                                     LONGFELLOW
                              (to Dr. Von Holler)
                         Thank you.
                              (returning to the 
                              stand)
                         This is a piece of paper he was 
                         scribbling on.
                              (scrutinizes it)
                         I can't figure it out. One minute 
                         it looks like a chimpanzee - and 
                         the next minute it looks like a 
                         picture of Mr. Cedar.
                              (hands it to him)
                         You look at it, Judge.

               The Judge, with a serious mien, takes the paper.

               INSERT: OF PAPER

               It is a doodle face.

               BACK TO SCENE:

               Dr. Von Holler is somewhat uncomfortable.

                                     LONGFELLOW
                         Exhibit A - for the defense.
                              (after a pause)
                         Looks kind of stupid, doesn't it, 
                         Your Honor? But I guess that's all 
                         right if Dr. Von Holler has to 
                         doodle to help him think. That's 
                         his business. Everybody does 
                         something different. Some people 
                         are—
                              (demonstrates)
                         ear-pullers - some are nail-biters—
                              (pointing)
                         That Mr. Semple over there is a 
                         nose-twitcher.

               333. CLOSE SHOT - SEMPLE AND HIS WIFE

               He looks up, startled, his nose twitching more violently 
               than ever. The courtroom rocks with laughter.

               His wife, in her nervousness, pulls at her fingers.

                                     LONGFELLOW'S VOICE
                         And the lady next to him is a 
                         knuckle-cracker.

               Mrs. Semple quickly drops her hands in her lap, as the 
               courtroom again fills with laughter.

               CLOSE SHOT - COBB

               He swings a key-ring around his forefinger. Suddenly he 
               realizes Longfellow might get to him, and he hastily palms 
               the keys and shoves them in his pocket.

               335. MED. CLOSE SHOT - NEWSPAPER REPORTERS

               One is leaning forward, listening intently - biting the 
               end of his pencil. The one next to him nudges him and 
               silently points to the pencil in his mouth. The reporter 
               gets the idea and, smiling sheepishly, yanks it out of his 
               mouth.

               336. MED. CLOSE SHOT - FRONT OF COURTROOM

                                     LONGFELLOW
                         So you see, everybody does silly 
                         things to help them think.
                              (in conclusion)
                         Well, I play the tuba.

               CLOSE SHOT - MAC

               As he bursts forth.

                                     MAC
                         Nice work, toots!

               The crowd echoes him with shouts and laughter.

               CLOSE SHOT - JUDGE

               He glares off scene at Mac, reprimandingly.

               CLOSE SHOT - BABE

               She is amused at the embarassment Longfellow has caused 
               them all.

               340. CLOSE SHOT - CEDAR AND HIS CLIENTS

               They squirm uncomfortably.

               341. MED. CLOSE SHOT AT WITNESS STAND

               Longfellow in chair - Judge at bench, b.g.

                                     JUDGE
                         Mr. Deeds, do you recall forcibly 
                         ejecting people from your home?

                                     LONGFELLOW
                         Oh, yes. Yes. About my throwing 
                         those people out of my house. Mrs. 
                         Pomponi told the truth. I did throw 
                         them out because I didn't want the 
                         party in the first place. I didn't 
                         invite anybody. Mrs. Pomponi did 
                         all that. They just came to see 
                         what kind of a freak the "Cinderella 
                         Man" was. I don't know how people 
                         like that are supposed to act, 
                         Your Honor, but if that Pomponi 
                         woman is an example, I'll stick to 
                         simple folks. She just came in, 
                         talked my ear off, and took charge 
                         of everything. If I were a friend 
                         of hers, I'd have her examined.

               MED. SHOT OF COURTROOM

               Featuring Longfellow. Cedar, who cannot stand it any longer, 
               jumps to his feet.

                                     CEDAR
                         Your Honor, this is becoming 
                         farcical. I demand that Mr. Deeds 
                         dispense with side remarks and 
                         confine himself to facts! Let him 
                         explain his wanderings around the 
                         streets in underclothes, his feeding 
                         doughnuts to horses!

                                     JUDGE'S VOICE
                         Proceed.

                                     LONGFELLOW
                         Mr. Cedar's right. Those things do 
                         look kind of bad, don't they?  But 
                         to tell the truth, Your Honor, I 
                         don't remember them. I guess they 
                         happened, all right, because I 
                         don't think a policeman would lie 
                         about a thing like that, but I was 
                         drunk. It was the first time I was 
                         ever drunk in my life. It's probably 
                         happened to you, some time. I mean, 
                         when you were younger, of course.

               The Judge clears his throat in embarrassment. Several women 
               giggle. The Judge sternly pounds his gavel.

               CLOSE SHOT - LONGFELLOW

                                     LONGFELLOW
                         It's likely to happen to anybody. 
                         Just the other morning I read in 
                         the paper about Mr. Cedar's own 
                         son - about how he got drunk and 
                         insisted on driving a taxi-cab, 
                         while the driver sat inside. Isn't 
                         that so, Mr. Cedar? Isn't that so 
                         , Mr. Cedar?

               MED. SHOT OF COURTROOM

               All eyes have turned to Cedar.

               CLOSE SHOT - CEDAR

               His eyes are beginning to blaze angrily.

                                     CEDAR
                         Your Honor, I object.

                                     JUDGE
                         Proceed.

               346. MEDIUM SHOT

                                     LONGFELLOW
                         Now about the Falkner sisters. 
                         That's kind of funny. I mean about 
                         Mr. Cedar going all the way to 
                         Mandrake Falls to bring them here. 
                         Do you mind if I talk to them?

                                     JUDGE
                         Not at all.

               Longfellow turns. Everybody stretches to get a better look 
               at them.

                                     LONGFELLOW
                         Jane, who owns the house you live 
                         in?

               CLOSE SHOT - THE SISTERS

               The girls consult with each other.

                                     JANE
                         Why, you own it, Longfellow.

                                     AMY
                         Yes, you own it.

                                     LONGFELLOW'S VOICE
                         Do you pay any rent?

                                     JANE
                              (after conferring 
                              with Amy)
                         No, we don't pay any rent.

                                     AMY
                         Good heavens, no! We never pay 
                         rent.

               348. WIDER ANGLE

               As Longfellow continues questioning:

                                     LONGFELLOW
                         Are you happy there?

                                     JANE
                         Oh, yes.

                                     AMY
                         Yes, indeed.

                                     LONGFELLOW
                         Now, Jane, a little while ago you 
                         said I was pixilated. Do you still 
                         think so?

                                     JANE
                              (after the usual 
                              conference)
                         Why, you've always been pixilated, 
                         Longfellow.

                                     AMY
                         Always.

                                     LONGFELLOW
                              (smiling)
                         That's fine. I guess maybe I am.
                              (seriously)
                         Now tell me something, Jane. Who 
                         else in Mandrake Falls is pixilated?

               Jane turns to her sister and this time they go into a 
               prolonged huddle. It is apparently a difficult thing to 
               figure out. Finally they come out of it.

                                     JANE
                         Why, everybody in Mandrake Falls 
                         in pixilated - except us.

                                     AMY
                         Uh-huh.

               MED. SHOT OF SPECTATORS

               There is an outburst of laughter which the Judge quickly 
               quells with his gavel.

               350. MED. SHOT - DIFFERENT ANGLE

                                     LONGFELLOW
                         Now, just one more question. Do 
                         you see the Judge here? He's a 
                         nice man, isn't he?

                                     JANE & AMY
                         Uh-huh.

                                     LONGFELLOW
                         Do you think he's pixilated?

                                     JANE
                              (quickly)
                         Oh, yes.

                                     AMY
                         Yes, indeedy.

               There is more laughter. More pounding of the judiciary 
               gavel.

               CLOSE SHOT - CEDAR

               He feels his case slowly crumbling.

               CLOSE SHOT - BABE

               She can scarcely conceal her elation.

               353. MED. SHOT - FRONT OF COURTROOM

                                     JUDGE
                         Mr. Deeds, you haven't yet touched 
                         upon a most important thing. This 
                         rather fantastic idea of yours to 
                         want to give away your entire 
                         fortune. It is, to say the least, 
                         most uncommon.

                                     LONGFELLOW
                         Oh yes, I was getting to that, 
                         Your Honor.

               CAMERA MOVES TO CLOSER SHOT, featuring Longfellow and Judge, 
               as former continues:

                                     LONGFELLOW
                         Suppose you were living in a small 
                         town and getting along fine, and 
                         suddenly somebody dropped 
                         $20,000,000 in your lap. Supposing 
                         you discovered that all that money 
                         was messing up your life, was 
                         bringing a lot of vultures around 
                         your neck, and making you lose 
                         faith in everybody. You'd be a 
                         little worried, wouldn't you? You'd 
                         feel that you had a hot potato in 
                         your hand, and you'd want to drop 
                         it. I guess Dr. Von Holler would 
                         say you were riding on—
                              (points to chart)
                         —those bottom waves, 'cause you 
                         wanted to drop something that was 
                         burning your fingers.

               354. MEDIUM SHOT

               Cedar springs to his feet.

                                     CEDAR
                              (shouting)
                         If this man is permitted to carry 
                         out his plan, repercussions will 
                         be felt that will rock the 
                         foundations of our entire 
                         governmental system!

               The Judge has pounded him into silence.

                                     JUDGE
                         Please, Mr. Cedar!
                              (to Longfellow)
                         Proceed.

               355. MED. CLOSE SHOT AT WITNESS STAND

                                     LONGFELLOW
                         Personally, I don't know what Mr. 
                         Cedar's raving about. From what I 
                         can see, no matter what system of 
                         government we have, there will 
                         always be leaders and always be 
                         followers.

               MED. CLOSE SHOT

               Farmers in audience, as Longfellow's voice continues:

                                     LONGFELLOW'S VOICE
                         It's like the road out in front of 
                         my house. It's on a steep hill. 
                         Every day I watch the cars climbing 
                         up. Some go lickety-split up that 
                         hill on high—

               357. FULL SHOT

                                     LONGFELLOW
                         —some have to shift into second - 
                         and some sputter and shake and 
                         slip back to the bottom again. 
                         Same cars - same gasoline - yet 
                         some make it and some don't. And I 
                         say the fellows who can make the 
                         hill on high should stop once in a 
                         while and help those who can't.

               358. MEDIUM SHOT

                                     LONGFELLOW
                              (making his point)
                         That's all I'm trying to do with 
                         this money. Help the fellows who 
                         can't make the hill on high.

               CLOSE SHOT - LONGFELLOW

                                     LONGFELLOW
                              (hotly)
                         What does Mr. Cedar expect me to 
                         do with it? Give it to him - and a 
                         lot of other people who don't need 
                         it?
                              (rising; 
                              sarcastically)
                         If you don't mind, Your Honor, 
                         I'll ride on those top waves for a 
                         minute.
                              (calls out)
                         Hey, all you fellows out there! 
                         All those who applied for a farm, 
                         stand up!

               360. REVERSE ANGLE

               Showing most of the audience struggling to their feet.

               361. MED. CLOSE SHOT - WITNESS CHAIR

                                     LONGFELLOW
                         See all those fellows?  They're 
                         the ones I'm trying to help. They 
                         need it!
                              (pointing)
                         Mr. Cedar and that Mr. Semple don't 
                         need anything. They've got plenty!  
                         It's like I'm out in a big boat 
                         and I see one fellow in a rowboat 
                         who's tired of rowing and wants a 
                         free ride - and another fellow 
                         who's drowning. Who would you expect 
                         me to rescue? Mr. Cedar, who just 
                         got tired of rowing and wants a 
                         free ride? Or those men out there 
                         who are drowning?  Any ten-year-
                         old child will give you the answer 
                         to that.
                              (to farmers etc. in 
                              courtroom)
                         All right, fellows. Thank you. Sit 
                         down.

               362. MEDIUM SHOT - FRONT OF COURTROOM

                                     LONGFELLOW
                         Now, my plan is very simple. I was 
                         going to give each family ten acres - 
                         a horse, a cow and some seed. And 
                         if they work the farm for three 
                         years, it's theirs. Now, if that's 
                         crazy, maybe I ought to be sent to 
                         an institution. But I don't think 
                         it is. And what's more, Mr. Cedar 
                         doesn't either.
                              (vehemently)
                         Just before the hearing started, 
                         he offered to call the whole thing 
                         off if I made a settlement with 
                         him. So you see, he wouldn't think 
                         I was crazy if he got paid off.

               CLOSE SHOT - CEDAR

               He jumps to his feet, highly incensed.

                                     CEDAR
                         It's a lie!

                                     JUDGE
                         Mr. Cedar!

                                     CEDAR
                         Mr. Deeds is drawing on his warped 
                         imagination!

               CLOSE SHOT - LONGFELLOW

               As he listens to Cedar, watching him antagonistically.

                                     CEDAR'S VOICE
                         I've never heard anything so 
                         colossally stupid in my life!

               Longfellow's eyes narrow resentfully.

               365. WIDER ANGLE

               To include Longfellow, Cedar and Judge.

                                     CEDAR
                         It's an insult to our intelligence 
                         to sit here and listen to his 
                         childish ravings.

               Throughout his speech the Judge has been pounding his gavel. 
               Longfellow has his eyes levelled off on Cedar.

                                     JUDGE
                              (when quiet reigns)
                         You will please permit Mr. Deeds 
                         to finish.

                                     CEDAR
                         But your honor—

                                     JUDGE
                         Mr. Cedar!

               Cedar, grumblingly, remains standing. Judge asks Longfellow:

                                     JUDGE
                         Anything else, Mr. Deeds?

                                     LONGFELLOW
                              (eyes still on Cedar)
                         No.
                              (changes his mind; 
                              turns to Judge)
                         Yes. There's just one more thing 
                         I'd like to get off my chest before 
                         I finish.

                                     JUDGE
                         Proceed.

                                     LONGFELLOW
                         Thank you, Your Honor.

               He rises to his feet, takes one step forward, and clouts 
               Cedar flush on the jaw. As Cedar falls into the arms of an 
               associate, pandemonium breaks loose.

                                     BAILIFF'S VOICE
                         Order! Order! Order in the court!

               FULL SHOT OF COURTROOM

               THE JUDGE POUNDS HIS GAVEL. THERE ARE CRIES OF APPROVAL 
               FROM THE SPECTATORS. IN THE MIDST OF THE COMMOTION—

                                                            DISSOLVE TO:

               INT. COURTROOM

               MED. PANNING SHOT

               Showing spectators, waiting breathlessly for a decision. 
               All eyes are on the Judge.

               CLOSE SHOT AT BENCH

               The Judge holds a whispered conversation with his experts.

               CLOSE SHOT - BABE

               She is apprehensive.

               CLOSE SHOT - LONGFELLOW

               He glances furtively at Babe, off scene.

               MED. SHOT OF FARMERS

               Leaning forward. Their entire future hangs in the balance.

               MED. CLOSE SHOT AT BENCH

               The Judge comes out of the huddle; his face is very stern.

                                     BAILIFF'S VOICE
                         Remain seated and come to order. 
                         The Court is again in session.

                                     JUDGE
                         Before the Court announces its 
                         decision, I want to warn all who 
                         are here that the police have orders 
                         to arrest anyone creating a 
                         disturbance.

               373. QUICK FLASHES

               Of Babe - Cobb - Longfellow - Mac - the farmers.

               374. INSERT: CLOSE SHOT - JUDGE

               The Judge's preface augurs ill.

               CLOSEUP - CEDAR

               His mouth curls up in a contented grimace.

               FULL SHOT - COURTROOM

               All eyes are upon the Judge, who clears his throat.

                                     JUDGE
                              (serious mien)
                         Mr. Deeds, there has been a great 
                         deal of damaging testimony against 
                         you. Your behavior, to say the 
                         least, has been most strange.

               An audible gasp is heard from audience. Judge goes on:

                                     JUDGE
                         But in the opinion of the Court, 
                         you are not only sane, but you are 
                         the sanest man that ever walked 
                         into this courtroom. Case dismissed!

               The shout that greets this is tumultuous. The Judge smiles 
               warmly, and clasps Longfellow's hand. Immediately, 
               Longfellow is surrounded by a crowd of people who come 
               running down the aisles.

               377. CLOSE SHOT - CEDAR AND GROUP

               They sit, stunned, disappointed. Mrs. Semple turns to her 
               husband and slaps him.

                                     MRS. SEMPLE
                         You nose-twitcher!

               Budington rises to confront Cedar.

                                     BUDINGTON
                         Oh, I knew it! I knew it! You, 
                         you—

               Cedar disgustedly pushes him in the face, aside.

               CLOSE SHOT - BABE

               She smiles ecstatically, too excited to move. Suddenly she 
               rises.

               379. MEDIUM SHOT

               As Babe tries to get to Longfellow, but finds herself on 
               the fringe of a jubilant crowd in the center of which is 
               Longfellow. She tries to break through, but finds it 
               impossible. Desperately, she jumps on a chair and tries 
               frantically to get a glimpse of him. At that moment, several 
               farmers have lifted Longfellow on their shoulders.

               FULL SHOT - COURTROOM

               As jubilantly, Longfellow is carried out on the shoulders 
               of the excited crowd.

               MEDIUM CLOSE SHOT

               As Babe frantically tries to reach Longfellow, but is 
               jostled aside. The parade envelops her.

               LONG SHOT FROM REAR

               The shouting mob is heading for the door at end of 
               courtroom. Everyone crowds forward.

               CLOSE SHOT IN REAR

               Babe is left helplessly out.

                                                            DISSOLVE TO:

               FULL SHOT OF COURTROOM

               Empty - except for the Falkner sisters, still whispering 
               to each other, and Babe, sitting helpless and forlorn.

               CLOSE SHOT - BABE

               Her eyes are filled. Dismally she starts forward. We hear 
               a rising commotion from the outside, at this moment.

               386. WIDER ANGLE

               Longfellow running toward camera with the mob, shouting, 
               back of him. He reaches courtroom, slams the doors shut 
               behind him. Babe, attracted by the noise, looks up. He 
               runs toward her, and swoops her up in his arms.

               CLOSE SHOT - JANE & AMY

                                     JANE
                         He's still pixilated.

                                     AMY
                         He sure is.

               388. CLOSE SHOT - BABE AND LONGFELLOW

               She kisses him over and over again. He looks around and 
               over his shoulder at the mob, a little dazed. Finally, he 
               notices her effort, and gives her one passionately back.

               All that is heard is the cheering of the crowd outside and 
               the Columbia music.

                                                               FADE OUT:

                                        THE END