THE CAT PEOPLE


                                   Original Screen Play


                                     by DeWitt Bodeen


               The RKO trademark FADES OFF, leaving a black screen, in the
               center of which are two slits of pale light. These move
               closer until we see that they are a pair of cat's eyes.  Over
               these mysteriously blinking lights the title is SUPERIMPOSED.
               DISSOLVE

               A misty OUT-OF-FOCUS SHOT of a black panther pacing behind
               cage bars.  Over this come the production credits. A pale
               fog rises over the shot of the black panther, and over it
               Is SUPERIMPOSED the following quotation:

               EVEN AS FOG CONTINUES TO LIE IN THE VALLEYS, SO DOES ANCIENT
               SIN CLING TO THE LOW PLACES, THE DEPRESSIONS IN THE WORLD
               CONSCIOUSNESS.

               SIGMUND FREUD

               EXT. ZOO PROMENADE - PARK - AFTERNOON

               As the last word of the quotation FADES from the screen, the
               fog clears, the caged leopard comes into full focus, and we
               see that it is an actual leopard behind actual bars.  Over
               the scene is the wheezy music of the Triumphal March from
               "Aida," as played on a hand, organ. This is playing in the
               distance, and we do not see the organ-grinder until later.

               The CAMERA DRAWS BACK to show a young artist sitting before
               the cage on a campstool with a drawing portfolio in her hand. 
               She is presumably sketching the panther, although her drawing
               is not shown, and we do not see the features of the girl's
               face.  The girl picks up the drawing and holds it off,
               weighing its values. It evidently does not meet with her
               approval, for she wads the drawing Into a ball and turns to
               look for a place to throw the waste paper. We see her face.
               It is heart-shaped, demure, even a little naive.  She is
               small, young,and very beautiful.  In one hand the wad of
               waste paper is poised, ready to throw into a container.

               INSERT     WASTEPAPER BASKET as Irena sees it.

               It is a rather fancy container in the shape of a tree
               trunk.

                                   OLIVER
                         Yes.
                             (then continuing in the
                              same tone)
                         "Sometimes whoever seeks abroad
                         may find Thee sitting careless on
                         a granary floor, Thy hair soft
                         lifted... 
                         (ponders, as if trying to
                         remember) Thy hair soft
                         lifted..."

                                   ALICE
                             (snapping her compact
                              shut)
                         Reminds me.  I have a date with the
                         hairdresser.

                                   OLIVER
                         What a way to spend a Saturday
                         afternoon!

                                   ALICE 
                         The business girl's holiday

                                   OLIVER
                         You should've minded your mother
                         and eaten more bread crusts. You'd
                         have curly hair now.

                                   ALICE
                         Thank you for lunch.  See you at
                         the office Monday.

               She starts off down the promenade. She walks briskly in one
               direction, while Oliver turns the other way, ambling toward
               the leopard cage. Along the promenade a file of Saturday
               afternoon idlers goes by. Oliver moves up to the cages and
               pauses at the guard rail before the leopard cage. Near him
               sits Irena, busily sketching. Oliver looks at her, but she
               does not look up at him. She gets up and moves a few steps,
               her eyes intent on the movements of the panther, which is
               walking about In its cage. Oliver politely steps aside so
               that she can get a better vantage point.  She does not even
               notice him. She frowns at her drawing, wads the paper into a
               ball, and turns to throw it into the container. Oliver steps
               before her, smiling and extending his hand. She looks at him
               a moment, then smiles and drops the wad of paper into his
               hand.

                                   IRENA
                         Thank you.

               With an easy aim, Oliver tosses it neatly into the container
               and turns to her with a shrug, as if to say how easy it was.
               But Irena has picked up another drawing upon which she has
               worked and is now studying it. The music of the organ-grinder
               grows constantly louder as the scene progresses.

                                   OLIVER
                         You won't believe  this,  and
                         you've probably heard  it a dozen
                         times before...but  I've never
                         known any artists.

                                   IRENA
                         I'm not an artist, really... not a
                         real artist...just a sketch artist
                         for fashion drawings.

               She has picked up the drawing and is holding it in her hand
               with its back toward Oliver, who extends his hand.

                                   OLIVER
                         May I see it?

               Irena smiles but shakes her head as she tears the drawing
               about two-thirds of the way through, dropping it face down
               upon the pavement.

                                   IRENA
                         Oh, no. It's not good. If I let you
                         see it, you might not want to know
                         any artists...ever.

                                   OLIVER (SMILING AT HER)
                         I'm afraid it would have to be
                         pretty bad to do that. Besides,
                         look... (pointing to a drawing she
                         had dropped, quoting in a mocking
                         tone)
                         "Let no one say, and say it to
                         your shame..."                                                                                                                                  

               Irena laughs and starts to pick up the paper, but a gust of
               wind blows it down the promenade. She turns to Oliver and
               shrugs her shoulders. She starts to fold up her campstool. 
               Oliver comes forward to offer his assistance. At the same
               time the organ-grinder passes between them and the camera,
               playing "Aida" on his hand organ. Oliver asks Irena if he may
               help her, but the music is so loud she cannot hear him. He
               assists Irena in gathering up her things. He takes the
               campstool, and Irena carries her artist's portfolio.  They
               start toward the avenue together.

               CLOSE SHOT of the torn drawing as a little wind, carrying
               with it some autumn leaves, picks up the paper again and
               blows it over and over up the promenade.  The torn half of
               the drawing falls over into place, so we see what Irena had
               been drawing. It is a smart fashion sketch of the type seen
               in Vogue or Harper's Bazaar, but the face of the model is the
               blunt mask of a black panther, and the hands protruding from
               the sleeves are tipped with feline talons.  The CAMERA HOLDS
               on the drawing.

                                                       DISSOLVE OUT

               EXT. STREET - AFTERNOON

               TWO SHOT of Irena and Oliver as they walk down a side street.
               Irena is looking straight ahead of her, amused. Oliver is
               doing his best to get acquainted.

                                   OLIVER
                         Irena Dubrovna -- is that a Russian
                         name?

                                   IRENA 
                         No...I am from Serbia.

                                   OLIVER
                         I see.  Would you mind spelling it?

                                   IRENA
                         You want to know how to spell my
                         name? Are you going to write me a
                         letter?

                                   OLIVER 
                         I'd like to write you a letter.

                                   IRENA 
                         What about?

                                   OLIVER
                         I would say in this letter... "Dear
                         Miss...Dubrovna," I would say,
                         "will you have tea with me?"



               Irena shakes her head with a little smile.  Oliver is
               undaunted.

                                   OLIVER
                         Well, in that case, I'd just have
                         to write you another letter, I'd
                         say...



               But again, with the same teasing smile, she shakes her
               head.  She suddenly stops and TURNS to Oliver.

                                   IRENA 
                         Here is my house.



               Oliver starts to give her the campstool he is carrying, She
               lays a soft, gloved hand on his coat sleeve and smiles
               charmingly. 

                                   IRENA
                         Perhaps, Mr. Reed, you would like
                         to have tea in my apartment.

               Oliver looks at her quizzically, realizing that she had meant
               to ask him all the time, that he needn't have tried so hard
               to wangle a date. He grins.

                                   OLIVER
                         Oh, Miss Dubrovna, you make life so
                         simple!

                                                             DISSOLVE

               INT. GROUND FLOOR HALLWAY - IRENA'S APARTMENT HOUSE 
               AFTERNOON

               MED. SHOT of Irena and Oliver as they enter the building
               from the street.  It is the ornate, elaborate interior of a
               brownstone mansion converted into an apartment house.  They
               walk the few steps of the short hallway to the stairs. 
               Oliver looks at the enormous staircase.

                                   OLIVER (POINTING)
                         I never cease to marvel at what
                         lies behind a brownstone front.

               They start up the stairs.

               INT. HALLWAY OUTSIDE IRENA'S APARTMENT - AFTERNOON

               MED. SHOT.  Irena has inserted the key in the lock of her
               door.  She turns it, but before she opens the door, she looks
               up at Oliver.

                                   OLIVER 
                         What's the matter?

                                   IRENA
                         Nothing.

                                   OLIVER
                         But you looked at me in such a
                         funny way.

                                   IRENA
                         I've never had anyone here. You're
                         the first friend I've met in
                         America.  I know lots of people in
                         business...editors, secretaries,
                         other sketch artists...you know.
                         But you might be my first real
                         friend.  That's why I looked at
                         you.
                             (pauses)

                                   OLIVER
                             (seriously)
                         Thank you.

               Irena swings the door wide open.  Through the doorway a
               little bit of the room can be seen.  Prominently displayed
               is an odd equestrian statuette. 
               It is the figure of a man in armor, carved out of gray
               stone.  The man wears a regal chaplet on his head and is
               mounted on a magnificent horse.  Around the base of the
               statue is a circle of flames, while the rider holds high
               above his head a sword upon which is impaled the figure of
               a writhing cat. Irena takes a step into the room and stands
               waiting for Oliver to follow her, then turns to look back
               at him. He has become aware of the perfume in the room.

                                   OLIVER (cont'd)
                         Mm.  Nice.

                                   IRENA 
                         That's Lalage.

                                   OLIVER
                         Lalage?

                                   IRENA
                         The perfume I use.  I like it,
                         perhaps too well.  Maybe I use too
                         much of it, living alone like this.

                                   OLIVER
                         Oh, I like it all right.  It's hard
                         to describe...not like
                         flowers...it's like something warm
                         and living.

               As he goes on into the room, she closes the door.

                                                         DISSOLVE OUT

                                                          DISSOLVE IN

               INT. IRENA'S LIVING ROOM - TWILIGHT

               MED. CLOSE SHOT of statuette. The figure is silhouetted
               against a window dim with twilight. As the CAMERA HOLDS on
               the statuette, a light appears in a bay window across the
               street, bringing the figures of horse, king, and cat into
               dramatic focus. Over the shot we hear Irena's voice humming
               "Berceuses du Chat" by Stravinsky.

               The CAMERA PANS to show Irena and Oliver seated together on a
               couch near the window. Because of the dim light in the room
               they can barely be seen. Oliver is listening to her sing. She
               ends her song, and they sit quietly for a moment. Suddenly,
               as sometimes happens, there is a lull in the traffic outside. 
               In this momentary stillness, this stillness in which a great
               city seems to catch its breath, Oliver hears the sound of
               distant roaring, muffled and yet full of savage
               reverberation.

                                   OLIVER 
                             (looking toward Irena)
                         What's that?

                                   IRENA
                         It's the lions in the zoo. One can
                         hear them here often. Many people
                         in this building complain. The
                         roaring keeps them awake.

                                   OLIVER
                         And you don't mind it?

                                   IRENA
                         No.  To me it's the way the sound
                         of the sea is to others, natural
                         and soothing.  I like it.

               She looks out the window, then turns back to Oliver.

                                   IRENA (cont'd)
                         Some nights there is another sound.
                         The panther.  It screams... like a
                         woman.  I don't like that.

               Oliver strikes a match to light his cigarette. He looks at
               Irena's face in the dancing match light.  She smiles at him.

                                   IRENA (cont'd)
                         I hadn't realized how dark it was
                         getting.

               She rises and goes over to a lamp. She speaks in a sighing
               breath of ecstasy.

                                   IRENA (cont'd)
                         I like the dark.  It is friendly.

               She turns on the lamp. Now, in the light, we see her
               apartment  a nicely proportioned living room with a little
               fireplace set under a neat Georgian mantel. Doors at either
               end of the room lead off into small bedrooms.   Behind a
               fantastic three-part screen on which is painted the long,
               sleek figure of a black leopard against a background of
               jungle foliage, is concealed the two-burner stove, tiny sink,
               and old-fashioned icebox which make up the kitchenette.  In
               the other corner, under the wide window, are a drawing board
               and a desk, littered with crayons, brushes, bottles of
               discolored water, and papers.  On one side of the wall, in
               neat frames, hang three of Grandville's amusing studies of
               cats dressed as humans. Over the mantel hangs a beautiful
               reproduction of Goya's sinister portrait of Don Manuel Osorio
               do Zunlga and the cats.  In front of Oliver, on the coffee
               table, are the remnants of their tea.  Irena comes down to
               pick the tray up to take it into the kitchenette. Oliver
               starts to help her, but she stops him.

                                   IRENA (cont'd)
                         No, no. Sit still, please.

               She begins to dump the ash trays and collect the saucers and
               cups. Oliver smokes contentedly.  Irena carries the tray
               behind the screen.  Oliver snuffs out the cigarette and picks
               the statue up, holding it for a moment in his hand.

                                   IRENA (cont'd)
                             (coming out from behind
                              screen; eagerly)
                         Are you admiring my statue?

                                   OLIVER
                             (who does not like it at
                              all)
                         Not exactly. Who's it supposed to
                         be?

                                   IRENA
                         King John.

                                   OLIVER
                         King John?  The Magna Carta and
                         stuff?                                            

                                   IRENA
                         Oh, no.  King John of Serbia. He
                         was a fine king. He drove the
                         Mamelukes out of Serbia and freed
                         the people.

                                   OLIVER 
                         But why have this around?

                                   IRENA
                         Perhaps you have in your room a
                         picture of George Washington or
                         Abraham Lincoln?

                                   OLIVER
                         (still unconvinced)
                         Aren't there some better statues of
                         him -- some without that cat thing?

                                   IRENA
                         Yes.  There are beautiful statues
                         of King John.  There is one in
                         Belgrade, where his face shines
                         with goodness.  But this statue
                         reminds me of my home, the little
                         village where I was born.  This is
                         the statue that stands in the
                         square.

                                   OLIVER
                         But what does it mean? Why is he
                         spearing that cat?

               Irena turns, her back to the fireplace mantel.  In her hand
               is the statue of King John. Above her, to one side, the three
               cats in the Goya portrait glare from the shadowed background.

                                   IRENA
                         It's not really a cat.  It's
                         meant to represent the evil ways
                         into which my village once had
                         fallen.  You see, the Mamelukes
                         came to Serbia long, long ago,
                         and they made the people slaves.
                         But my village was too little,
                         too far away in the mountains.
                         They left it alone. For five
                         hundred years my little village
                         was cut off from the Mother
                         Church. At first the people were
                         good and worshipped God in a true
                         Christian way. But, little by
                         little, the people changed.  When
                         King John drove out the Mamelukes
                         and came to our village he found
                         dreadful things. The people bowed
                         down to Satan and said their
                         Masses to him. They had become
                         witches and were evil. King John
                         put some of them to the sword and
                         burned some of them in fires.
                             (pauses, drops her voice
                              a little)
                         But some --the wisest and the
                         most wicked -- escaped into the
                         mountains.
                             (looks at Oliver) )
                         Now, do you understand?

               Oliver comes over beside her near the mantel.

                                   OLIVER
                         I still don't see what it has to do
                         with you.

               Irena looks down at the statue of King John. There is a
               haunting look of memory in her eyes.

                                   IRENA
                         Those who escaped  the wicked ones
                         -- their legend haunts the village
                         where I was born.  The past
                         remains...

               She breaks off suddenly, conscious that she has spoken too
               much and too frankly. A little ormolu clock on the mantel
               strikes the hour.  It is six.  It is obvious that Irena
               welcomes the interruption and she glances down at her own
               wrist watch.  Oliver takes the hint.  He starts toward the
               door.

                                   OLIVER 
                             (as he picks up his
                              things)
                         Boys who come to tea can't expect
                         to stay to dinner.

               INT. HALLWAY OUTSIDE IRENA'S APARTMENT & STAIRWAY - TWILIGHT

               Irena has followed Oliver out and stands in the doorway

               Oliver turns to look at her.

                                   OLIVER
                         When am I going to see you again?
                         Tomorrow?

               Irena nods with a smile, Oliver continues to the head of the
               stairs and turns back.

                                   OLIVER (cont'd)
                         What time tomorrow?

               Irena shrugs her shoulders.

                                   OLIVER (cont'd)
                         Dinner?

               Irena nods and smiles at him.

               SHOT of stairway as Oliver comes down the stairs. He reaches
               a landing, turns, and looks up,  Irena is looking down at him
               from the bannister. They both smile. He continues down the
               stairs. At the very bottom he looks up again. Irena is still
               standing watching him. He smiles up at her and exits.

                                                       FADE OUT

                                                       FADE IN

               INT. DRAFTING OFFICE - MORNING

               WIDE VIEW. The Consolidated Ship and Barge Construction
               Company has a handsome drafting office. Severe and modern,
               it is nevertheless a room that immediately suggests
               shipbuilding. A wide doorway opens in from the hall, in the
               f.g. are three draftsmen's tables, glass-topped and lighted
               from beneath. Behind them are several tables for other
               workers. There are a number of rows of filing cabinets, and
               at one side is a water cooler. The back wall of the office
               is unadorned, wide, and slightly curving. At the moment, a
               group of office workers are just starting to paste up the
               sectional plans of a ship, entitled "PROJECT NO. 457," on
               this wall. The ship's bow can be seen taking form in
               detailed constructional profile. 

               Two of the three draftsmen's tables in the f.g. are now
               occupied. Oliver sits working at one of them.
               The center one is unoccupied. At the other one, a tall,
               lean Englishman works. This is James Carver. At the back
               wall, Alice Moore is supervising two workers, who are doing
               the actual pasting. She holds in her hands a small sheet of
               paper with the detailed mathematical measurements of the
               project,

               Beside her, Commodore Judson, head of the Consolidated Ship
               and Barge Construction Company, stands watching the beginning
               of the project with genuine delight. He is a bald, bearded
               gentleman and would look like an amiable tramp rather than
               the head of a successful shipbuilding company, if it were not
               for the seamanlike neatness of his clothes.

                                   ALICE
                             (motioning to one of the
                              men at the wall)
                         A little more to the left, Harry.
                         Easy...just a hair... 

               She lifts her hand to indicate that it's in position.

                                   COMMODORE
                         By George! This is going to bo
                         our best yet. Wait till she rides
                         into Tokyo Bay.

                                   ALICE
                         She's got what it takes all right,
                         Commodore.

               Alice turns and goes to the desk between Oliver and Jim
               Carver.  She picks up a sheet of paper from the desk and is
               just about to return to the wall, when she is stopped by
               the sound of a cat's mewing. She listens. The mew is
               repeated. Carver raises his head and also listens. Alice
               takes a look at the floor under and around her desk, 
               Oliver is still bending over his work, Alice looks
               suspiciously and questioningly at Carver, Carver replies by
               throwing his hands out to show that he doesn't know,and
               then pointing to himself and shaking his head to announce
               that the mew is not coming from him. The mewing continues
               during this, which is one reason Carver and Alice do not
               speak. They are listening. Alice and Carver both turn and
               look at Oliver, He knows very well that they are looking at
               him, and his pose is one of elaborate innocence. There is a
               light cardboard box on his desk.

               The CAMERA FOCUSES on it as the lid of the box rises, and
               the head of a very small Siamese kitten pokes out, Alice
               hurries to Oliver's desk, uttering a cross between a coo
               and a cry of pleased surprise.

                                   ALICE (cont'd)
                         A-a-ah!

               She picks up the kitten and cuddles it against her cheek.

                                   ALICE (cont'd)
                         It's a darling! Where'd you got
                         it?

                                   OLIVER
                         Bought it.

               The Commodore has joined them.

                                   COMMODORE
                         You're not going to start keeping
                         cats, are you?
                             (scratching kitten's head)

                                   OLIVER
                         No, Commodore, I just got it for a
                         friend.

                                   CARVER
                         We arrive at the inescapable
                         conclusion that our Oliver 
                             (he is addressing the
                              assembled multitude)
                         has a girl.

                                   COMMODORE 
                         A brilliant deduction.

               He takes Carver's arm and draws him away/

                                   ALICE 
                         A girl friend?

                                   OLIVER
                         (almost as if correcting her) 
                         A girl.

                                   ALICE 
                         Anybody I know?

               Oliver takes the kitten and puts it back into the box. It
               makes vain efforts to scramble out past his restraining
               hand,

                                   OLIVER
                         Not yet, but I know you'll like
                         her.

               Alice watches him try to got the cover of the box over the
               protesting kitten.

                                   ALICE (SPEAKING LIGHTLY)
                         If you like her, she's okay with
                         me.

               CAMERA PANS DOWN to CLOSE SHOT of kitten, and as the lid of
               the box hides It from view, we

                                                             DISSOLVE

               INT. HALLWAY OUTSIDE IRENA'S APARTMENT - NOON

               MED. SHOT.  Oliver, with the boxed kitten under one arm, is
               ringing the bell to Irena's apartment. After a moment, she
               opens the door. She is wearing a paint-stained smock and has
               obviously boon interrupted in her work. She smiles at Oliver,
               and he bends down to put the box on the floor.

                                   OLIVER
                         Look, Irena.  I brought you a
                         present.

               He takes the kitten out of the box and sets it on the floor.
               Irena stoops down beside it. Seeing her, the kitten draws
               back, arching itself. Oliver, puzzled, looks from the cat to
               Irena. She leans forward, smiling, trying to coax the kitten
               to come to her. The kitten snarls and spits viciously at her. 
               Oliver scoops it up in his hands.

                                   OLIVER (cont'd)
                         Why, you little devil!

                                   IRENA
                             (as she rises to her feet)
                         It's all right. It's just that
                         cats don't seem to like me.

                                   OLIVER
                         But this is only a kitten. It's
                         very friendly. When I had it in the
                         office, Alice  the girl who works
                         in our department  it played with
                         her.                                                            

                                   IRENA 
                             (smiling uncomfortably)
                          Cats just don't like me.

               Oliver has stuffed the kitten back into its box and put the
               lid over it. He is obviously disappointed. Irena puts her
               hand on Oliver's arm.

                                   IRENA (cont'd)
                             (Brightly)
                         I know what we can do. You got it
                         at a pet store, didn't you?

                                   OLIVER 
                         Yes.

                                   IRENA
                         Good. We could exchange it for some
                         other pet?

               She looks up at him. He nods.

                                   IRENA (cont'd)
                         I'll get my hat and coat.

               She turns to go back into the apartment for her coat and hat.

                                                             DISSOLVE

               INT. PET STORE - DAY

               All is tranquil in Miss Plunkett's Pet Shoppe. Outside it
               is raining, a soft autumn rain. Miss Plunkett sits nodding.
               Most of the birds and animals are sleeping. Above Miss
               Plunkett, in a circular stand, a brilliant macaw swings. It
               looks very much like Miss Plunkett, and, like her, is
               peacefully nodding in sleep. A little bell tinkles, and
               there is the sound of the door opening and closing. Miss
               Plunkett sleeps right on. We see that Irena and Oliver have
               entered the shop. Immediately there is a transformation.

               The birds begin to call back and forth to one another,
               their calls growing excited, shrill. The monkeys, awakened,
               clamber excitedly in their cages, whimpering and chattering
               madly. The puppies begin to bark, the cats to meow.  In a
               moment the sound has grown to sheer cacophony. The macaw,
               too, has awakened, and is screeching its head off. Miss
               Plunkett snaps out of her stolen rest and looks about her,
               blinking curiously. Her lips form the words of amazement,
               "Landie, dearie me!" but there is so much noise now that
               nothing she says can be heard.  She looks up to see what
               may have startled the animals into such noisy activity;

               MED. SHOT of Irena and Oliver, as they stand, perplexed by
               all the commotion.  Oliver is closing an umbrella. Miss
               Plunkett comes into the scene.  She tries to yell to the
               animals to bo quiet.  The noise is too much for her.  Oliver
               tries to explain to Miss Plunkett that he wants to exchange
               the kitten, which he holds in the box in his hands, for a
               canary, but he cannot make himself heard.  She only shakes
               her head and tries to say something at which Oliver shakes
               his head.  Irena touches Oliver's arm, indicating that it
               might bo better to go outside.  Oliver points outdoors to
               Miss Plunkett.  She nods and follows them out onto the
               street.

               EXT. PET STORE - DAY

               MED. SHOT.  The three emerge from the store, Miss Plunkett
               closing the door behind her.  All three stand under the
               umbrella.  In the loud, shrieking voice she has been using,
               Miss Plunkett starts to speak.

                                   MISS PLUNKETT
                         I can't imagine...

               She realizes she doesn't have to talk so loudly now, and,
               with an embarrassed laugh, begins again in her natural voice.

                                   MISS PLUNKETT (cont'd)
                         Landie, dearie me!  I can't
                         imagine what got into them... all
                         that caterwauling.  The last time
                         they did that was when an alley
                         cat got in and ate up one of my
                         nice rice finches.

                                   OLIVER
                         All I want is to exchange this
                         kitten for a bird.

                                   MISS PLUNKETT
                         Why, of course. I have some lovely
                         canaries. One little lemon-colored
                         follow with top notes like Caruso.

               She opens the door cautiously and peeks in, turning back to
               them with a pleased expression

                                   MISS PLUNKETT (cont'd)
                         As peaceful as my dream of
                         heaven! Shall we go back now and
                         select just which little birdie?

                                   IRENA
                             (to Oliver)
                         You go, please, Oliver.  Pick the
                         one you like. It's so hot and
                         stifling in there. I'd rather stay
                         here.

                                   OLIVER
                             (handing Irena the
                              umbrella)
                         Of course.  I'll only bo a minute.

               INT. PET STORE - DAY

               Oliver and Miss Plunkett return inside the shop, Miss
               Plunkett talking all the while.

                                   MISS PLUNKETT
                         Animals are ever so psychic. There
                         are some people who just can't come
                         in hero. My dear brother's wife,
                         for instance; she's a very nice
                         girl...I've nothing against
                         her...but you should just see what
                         happens when she puts her foot
                         inside this place.
                         The cats particularly. They seem to
                         know. You can fool everybody, but
                         landie, dearie me, you can't fool a
                         cat. In some ways they seem to know
                         who's not right  if you know what
                         I mean. 
                             (she has the bird in her
                              hand and holds it up
                              with pleasure)
                         Here we are! Isn't he a ducky
                         little angel!

               Oliver takes the bird and holds it up for Irena to see.
               Irena, standing outside the window, looking in, nods her
               head eagerly. Oliver turns back to Miss Plunkett

                                   OLIVER
                         This is it.

               EXT. PET STORE - DAY

               MED. SHOT of Irena. The little bell tinkles over the door as
               Oliver comes out with the bird in a small wooden cage. He
               comes over to Irena. She exchanges the umbrella for the bird
               cage.

                                   OLIVER
                             (giving her the cage)
                         What do you think of it?

               Irena holds the cage up before her eyes, tenderly to the
               bird.

               She coos.

                                   IRENA
                         Ah, he is sweet!
                         (turns and smiles up at Oliver)
                         He will like me very much. You
                         will see. I like to be liked.

               Oliver takes her by the arm and smiles at her.

                                   OLIVER
                         That ought to be easy. Really easy.

               They start away together up the street, under the umbrella,
               smiling at one another, as we

                                                             FADE OUT

                                                              FADE IN                     

               INT. DRAFTING OFFICE - DAY

               MED. SHOT. In the b.g. the ship plans on the wall can be
               seen. They are complete now as far back as the flying bridge.
               Obviously some time has elapsed.
               Oliver and Alice are sitting back to back, both of them doing
               particularly exacting pieces of mathematical measuring.
               Oliver raises up to call out:

                                   OLIVER
                         Slide rule.

               Alice makes no motion. He turns to her more definitely,
               calling out again, louder this time:

                                   OLIVER (CONT'D) (cont'd)
                         Let me borrow your slide rule, will
                         you?

               But Alice is in the midst of a difficult problem, and she
               goes on with it.  Oliver turns around to her, places one arm
               around her, and whispers in her ear after the fashion of
               Charles Boyer.

                                   OLIVER (CONT'D) (cont'd)
                         Mademoiselle, you are so beautiful 
                         - so charming. So gracious a lady
                         will surely pass me her slide rule,
                         no?

               Alice succumbs.  She looks up at him and gives him the slide
               rule.  Then she gulps.

                                   ALICE
                             (getting up)
                         I have to wash the taste of that
                         out of my mouth.

               She goes over to the water cooler.  Oliver follows her,
               Alice looks up to see Jim Carver approaching.

                                   ALICE (cont'd)
                         Look who's coming.

               Oliver winks at her,  Jim reaches the two at the water
               cooler. Alice has a paper cup full of water in one hand.
               She takes out a coin with the other hand.

                                   ALICE (cont'd)
                         Doc, I'll bet there's one thing you
                         can't do.. 

                                   CARVER
                         What's that?

                                   ALICE
                             (demonstrating with belt
                              on her dress)
                         I'll bet you a dollar you can't
                         hold a quarter on your forehead
                         like this, pull out your belt,
                         lower your head, and let the
                         quarter fall bingo into your
                         trousers.

                                   CARVER
                             (taking the quarter;
                              with confidence)
                         A mere matter of precision.

               He balances the quarter on his forehead, throwing his head
               back to do so. He holds out the front of his trousers. Oliver
               takes a box of paper clips from a near-by desk and empties
               them into Carver's trousers. They all laugh. Carver laughs
               with them. At this moment the Commodore comes down from the
               mezzanine. There is instant silence.

                                   COMMODORE
                         Who wants to go out on my boat
                         Sunday?

               Everyone ad libs enthusiastic acceptance except Oliver.
               Carver, forgetting the paper clips, joins in and moves a
               little more than he should; a deluge of clips falls around
               his ankles. The Commodore looks at him, then back to
               Oliver.

                                   COMMODORE (cont'd)
                         Don't you want to go, Ollie?

                                   OLIVER
                         The fact is, sir, I've got an
                         engagement for Sunday.

                                   ALICE
                         Your boat seems to have
                         competition, Commodore.

                                   CARVER
                         You should meet the competition.

                                   ALICE 
                         Have you met her, Doc?

                                   CARVER 
                         I saw her one day with Ollie.

                                   ALICE
                             (looking at Oliver)
                         Ollie's always saying he'll take me
                         to see her, but he never does.

                                   OLIVER
                         As a matter of fact, Alice, I was
                         going to take you around next
                         Sunday, but since the Commodore...

                                   COMMODORE (QUICKLY)
                         I withdraw my invitation to you
                         two.

                                   ALICE
                         We'll take a rain check, Commodore,
                         (looks at Oliver)

                                   COMMODORE
                             (turning to go)
                         I'll expect the rest of you.

               He starts toward the door.  Carver moves to get out of his
               way.  There is a veritable deluge of clips.  The Commodore
               looks down at the clips and then gives Carver a long and
               searching glance.

                                   COMMODORE (cont'd)
                         I always wondered what held you
                         together, Carver.

               DISSOLVE

               INT. IRENA'S LIVING ROOM - AFTERNOON

               Alice, Irena, and Oliver are walking Into the room.  It is
               obvious that Alice and Oliver have just arrived and been met
               at the door by Irena.  She has her free arm linked through
               Alice's.

                                   IRENA
                         I think, Alice, I shall like you
                         very much.  We shall be good
                         friends, you and I.

               Alice is a little embarrassed by Irena's warmth of manner. 
               She looks about the apartment.

                                   ALICE
                         Ollie tells me you like to draw
                         cats.  I tried to draw a cat once --
                         looked more like a mouse.

                                   IRENA
                         Cats are harder to draw than the
                         human hand...a good cat portrait is
                         almost impossible.  Look up
                         there...
                             (pointing to the mantel
                              picture)
                         Even Goya couldn't do it...not
                         really well.  That's why I like
                         It...because it's hard.'

                                   ALICE
                             (with a laugh)
                         Because it's hard? You're a glutton
                         for punishment.

                                   IRENA
                         No, it's not just because it's
                         hard.  In a way, I felt I had to
                         draw them.  Didn't you draw
                         boats?

                                   ALICE (NODDING)
                         Sure. I spent half my study periods
                         drawing boats. The Marblehead
                         tomboy  that was me.. My poor
                         mother wept every time I brought
                         home a report card.

                                   IRENA
                         And I drew cats. The other children
                         in my village had cats, and they
                         could hug them and play with them.
                         But cats don't like me. They won't
                         let me cuddle or caress them.  So
                         instead of playing with them, I
                         drew them.  They're the one subject
                         still too hard for me. You
                         understand, don't you?

               Without waiting for an answer, she rises and picks up a sheaf
               of drawings from nor desk.  She spreads them out before
               Alice.

                                   IRENA (CONT'D) (cont'd)
                         Look,  Fashion drawings bore mo. 
                         The only way I can do them is this
                         way.

               Alice picks up one of the drawings and looks at it,

                                   IRENA (CONT'D) (cont'd)
                         Of course, when I got the gown the
                         way I want it, I rub out the cat's
                         face and sketch in a regular face.

               Alice nods and puts the drawing back with the others. Oliver,
               looking at Alice, is afraid that she has not been
               sufficiently Impressed. He feels called upon to defend
               Irena's work and to change the subject.

                                   OLIVER
                         I think it's right clever. How
                         about my mixing a cocktail?

                                   IRENA 
                         I have them all mixed.

               She hurries off behind the screen.  Alice looks up at
               Oliver,  He is beaming with pride.  She smiles at him,
               holding up her finger, ring-joined, in a little gesture of
               silent approval.  The canary beings to sing.  Alice rises
               and goes over to the canary's cage. Oliver joins her beside
               the cage.

                                   OLIVER
                         This is what the kitten turned
                         into.

                                   ALICE
                         Much easier for a working girl to
                         keep.
                             (as the bird hits an
                              especially high note)
                         Listen to her, will you? Little old
                         Jenny Lind herself.

               The bird suddenly stops singing.  Alice and Oliver look at
               one another.

                                   IRENA'S VOICE
                             (coming over scene)
                         Was the bird singing?

               They turn.

                                   ALICE 
                         Yes.  It gave out with an aria.

               Irena comes toward them.  She holds a small tray upon which
               is a martini whirler, three glasses, and a small plateful of
               hors d'oeuvres.  She places the cocktail things upon a small
               table.

                                   IRENA
                         It's never sung before.  This is
                         the first time.

               She comes up to the cage, trying to coax the bird into song
               with little cooing and whistling noises.  The bird mopes on
               its perch as far away from her as the cage will allow.

                                   IRENA (cont'd)
                         The naughty bird. For me he will
                         never sing.

                                   ALICE
                         Probably a prima donna.

               Turning toward the coffee table, Irena speaks suddenly, as if
               with a desire to change the subject.

                                   IRENA 
                         Shall we have our martinis?

               Oliver bends down, gets the glasses, and hands them around. 
               Just as they lift their glasses, the eerie scream of the
               panther sounds.  Oliver and Alice look up.

                                   IRENA (cont'd)
                         It's the panther --

                                   OLIVER
                             (lifting his glass)
                         Here's luck to all of us...May we
                         always be in better voice than
                         that.

               MED. CLOSEUP of Alice. She is twirling the glass in her
               fingers thoughtfully.

                                   ALICE 
                         To all of us.

                                                             DISSOLVE

               EXT. PANTHER CAGE - PARK - DAY

               The panther is pacing behind the bars of its cage. It is a
               windy day, one of the last days of fall. A gust of wind blows
               a shower of dead leaves across the screen in front of the
               cage.                                                                           

                                                       DISSOLVE OUT

               INT. IRENA'S LIVING ROOM - NIGHT

               CLOSE SHOT of the panther screen, glowing In bright
               firelight.  Over this shot comes the melody of "Berceuses du
               Chat."

               CAMERA DRAWS BACK to Include CLOSE SHOT of Irena near the
               phonograph as she turns down the music so that it Is only
               background music. She is wearing an attractive hostess gown.
               She goes over to the sofa where Oliver is stretched out and
               sits beside him. Irena's fingers begin to stroke his brows
               regularly. She smiles down at him.

                                   IRENA
                         Better now?

                                   OLIVER
                         Much better.  Those under-lit
                         tables we work at...we had to use
                         them all day today... they give a
                         man a rotten headache.

                                   IRENA
                         What about Alice? Doesn't she mind
                         them?

                                   OLIVER
                         I suppose so, but she never lets
                         anything bother her.  She says the
                         best cure for anything is swimming.
                             (his voice begins to get
                              sleepy)
                         She only lives at that women's club
                         because there's a pool there.

               Irena continues to caress his brow. His head sinks down into
               the pillows. He closes his eyes. An outside sound distracts
               Irena, and she looks up.

               CLOSE SHOT of the window from Irena's viewpoint.  It has
               begun to rain, and a blast of wind has spangled the window
               with raindrops.

               CLOSE SHOT of Irena as she smiles contentedly and looks down
               at Oliver.  He has fallen asleep and is breathing easily.  He
               moves gently, and one hand extends over the edge of the sofa. 
               Irena lets herself slide from the sofa to the floor.  She
               nestles against the sofa, cuddles her cheek against the back
               of Oliver's outstretched hand, and rubs her face back and
               forth, almost like a cat that pets itself against its
               master's hand.  Her eyes look toward the dancing flames in
               the fireplace.

                                                             DISSOLVE

               INT. IRENA'S LIVING ROOM - NIGHT

               SHOT of the fire.  The flames have burned down.  There are
               only glowing coals on the hearth.  The room is almost dark.
               The music has stopped.

               The CAMERA MOVES from the fire to Irena, as she still sits on
               the floor with her cheek against Oliver's hand, Oliver stirs
               slightly and opens his eyes.  Irena does not move.  Oliver
               looks at her.

                                   OLIVER
                         Irena

                                   IRENA
                         Yes.

                                   OLIVER
                         I've been asleep.

                                   IRENA
                         I know.

                                   OLIVER
                         It  couldn't have been very
                         entertaining for you. 

                                   IRENA 
                         I was watching you.

                                   OLIVER
                         And that was fun?

               Irena makes a little purring murmur of assent.  There is a
               pause then Oliver speaks softly.

                                   OLIVER (cont'd)
                         Do you love me, Irena?

               Again the little murmur of ascent.

                                   OLIVER (cont'd)
                         I thought so. And you know that I
                         love you, don't you?

               Again the little, happy, thrilling murmur from the
               darkness.  Oliver puts his hand on her shoulder.

                                   OLIVER (cont'd)
                         I've never kissed you.
                             (pauses)
                         You know, that's funny,

               Irena withdraws gently from him and moves back a bit into
               the shadows away from him.

                                   IRENA
                         Why?

                                   OLIVER
                         When people in America know each
                         other as well as we do  when
                         they're in love  or oven think
                         they're in love, they've usually
                         kissed long ago.

               Irena slips further away from him into the shadows.  He leans
               toward her.

                                   OLIVER (cont'd)
                         Well...?

               He can see only the dim outline of her shoulders, the white
               blur of her face.

                                   IRENA
                             (suddenly taut,
                              anguished, as if the
                              words were being pulled
                              from her throat)
                         I love you, Oliver.

                                   OLIVER
                             (sitting up, alarmed by
                              her intensity)
                         For heaven's sake, Irena, what's
                         wrong?

               Without answering, Irena suddenly lays her cheek against his
               knee and beings to sob. Perplexed, Oliver looks down at her
               and puts a hand on her head.  She turns her head but does not
               look at him.  Her voice has a wild, strained quality, echoing
               some strange agony.

                                   IRENA
                         I've lived in dread of this moment,
                         Oliver.  I've not wanted to love
                         you.  I kept myself away from
                         people...I stayed alone...I never
                         wanted this to happen.

                                   OLIVER
                         But you just told me you loved me.                                                               

                                   IRENA
                         I do.  I do.

               Oliver puts his hands under her elbows and tries to draw her
               up to him.

                                   OLIVER
                         Then there's only one thing to do. 
                         Come up here and be kissed.

                                   IRENA
                             (withdrawing from his
                              hands)
                         No. I can't, Oliver,  I've fled
                         from the past, from things  
                         you could never know or
                         understand...evil things...
                         evil...

               She breaks out again, sobbing. He looks down at her, worried. 
               Her sobs lessen, and Oliver begins to speak very quietly,
               very calmly.                                                                       

                                   OLIVER
                         Irena, you've told me something
                         of the past...of King John, and
                         the witches in the village, and
                         the cat people who are descended
                         from them.  Fairy tales, Irena,
                         fairy tales you heard in
                         childhood...nothing more than
                         that.  They've nothing to do with
                         you, really.
                         You're Irena...you're here In
                         America...you're so normal you're
                         even in love with me...Oliver
                         Reed...a good, plain Americano.

               He tries to raise her again, to kiss her, but she eludes him
               and cuddles down by his feet, pressing her cheek against his
               knee.  She has stopped crying.

                                   OLIVER (cont'd)
                         Yes, you're so normal that you're
                         going to marry me, Irena, And
                         those fairy tales of yours, you
                         can tell them to our children...                                      
                         for them...hundreds of kittens to
                         amuse them...

               Irena utters a little murmur of happiness and delight.

               Oliver bends over, and kisses her hair softly.. Over the          
               sound of the rain and wind comes the coughing roar of        
               lions in the park.

                                                         DISSOLVE OUT

                                                       DISSOLVE IN

               EXT. & INT. SERBIAN RESTAURANT - NIGHT

               The Belgrade, as seen through the plate glass window from
               outside.  It la snowing, the first light snow of the winter. 
               In the window on display are three calves' heads prepared in
               Serbian fashion.  They have been skinned.  The eyes,
               considered a great delicacy by gourmets, are wide open and
               glisten like bullets.  The heads are crowned with chaplets of
               artificial flowers. In the b.g. we see the wedding party. 
               Seated around a table are Oliver, Irena, Alice, the
               Commodore, Jim Carver, and some of the other people we have
               seen on the office sequences.  Irena is dressed in a light
               suit and wears a bridal bouquet on her shoulder.  She is
               laughing a natural, happy laugh to contrast with the later
               hysterical laugh.  The proprietor of the restaurant has just
               brought proudly to the table from the kitchen a large iron
               kettle from which the steam of hot wine is rising.

               The CAMERA TRUCKS THROUGH to the wedding party.  A trio of
               musicians, dressed in Balkan costume, is playing a Balkan
               love song.  Jim Carver, like everyone else in the party, has
               been drinking, and is in a gay mood.  As the proprietor
               places the iron kettle on the table, Carver applauds.

                                   CARVER
                         (calling out)
                         Ah!  Comitaji!

               The proprietor gives him a fierce look.  Irena laughs
               merrily.

                                   IRENA
                         Oh,   Mr. Carver,   you   should 
                         not call  the   good man  that.

                                   CARVER
                         But it's Serbian.  I got it from my
                         barber this afternoon.

                                   IRENA
                         You might insult him.  "Comitaji"
                         means bandit...robber...

                                   CARVER
                         Bless my soul!

               Commodore Judson, seated next to Alice, is watching Irena.
               He turns to find Alice's eyes on his.

                                   COMMODORE
                         Oliver's bride seems a very nice
                         girl...and very pretty too.
                         Carver tells me she's a bit odd.
                         He's a little worried about the
                         marriage.

                                   ALICE
                             (defensively)
                         Nonsense.  Irena's a grand gir1.
                         She and Oliver are going to be very
                         happy together.

               MED. CLOSE SHOT of a woman who is seated at a little table at
               the far side of the restaurant.  She is in evening dress, but
               is dining alone.  The woman looks like a cat.  She has a
               round, tabby face and a pompadour which somehow suggests the
               roundness of a cat's head.  The eyes, slanting, large, and
               very light in color, fringed with sweeping lashes, are
               completely feline.  She turns these great, luminous eyes in
               the direction of the wedding party and stares at the
               festivities.

               MED. SHOT of the wedding party.  The Commodore rises, with
               his glass in one hand.

                                   COMMODORE
                         To the bride.

               Everybody toasts Irena.  Oliver looks down at her, proud and
               happy.

               CLOSEUP of the Cat Woman, as she looks straight at Irena.

               MED. SHOT of the wedding party.  As the Commodore is sitting
               down, he sees the Cat Woman. He turns to Jim Carver.

                                   COMMODORE (cont'd)
                         Look at that woman.  Isn't she
                         something.

                                   CARVER
                         (glancing up) 
                         Looks like a cat.

               He turns back to his food.

               MED. SHOT - the Cat Woman. Drawing-on her gloves, she rises
               and crosses the room. As she reaches the wedding party and is
               directly opposite Irena, she stops and stares at Irena.

               MED. SHOT - the wedding party, holding her hand as she talks.

               Irena is turned to Alice.

                                   IRENA
                         Thank you so much, Alice, for this
                         lovely party.  I did not know there
                         was a Serbian restaurant.

                                   ALICE
                         Anything you want to know about
                         this city, ask me.  I know all the
                         unimportant details.

               Irena laughs, and turning around, looks up at the Cat Woman. 
               The smile fades from her face.  She stares at the woman with
               a kind of haunted fascination.  The Cat Woman takes a step
               closer, never removing her eyes from Irena.  She smiles and
               speaks.  (Note:  Irena's voice is to be dubbed in on the
               sound track when the Cat Woman speaks.)

                                   CAT WOMAN
                         Moja sestra.

               Irena blanches and shrinks, back into her chair.  She makes
               the sign of the Cross. The Cat Woman smiles and repeats the
               words.  (Note:  Scene without sign of Cross to be made for
               England.)

                                   CAT WOMAN (cont'd)
                         Moja sostra.

               She turns and walks out back on a festive basis.

               Alice tries to put the party

                                   ALICE 
                         How do you like that?

               WO SHOT - Oliver and Irena.  Irena is looking white and
               shaken.  Oliver takes her hand.

                                   OLIVER 
                         What did that woman say to you?

               Irena looks up at him with frightened eyes,

                                   OLIVER (cont'd)
                         What did she say, darling?

                                   IRENA 
                             (slowly, seriously)
                         If this were any night but-my
                         wedding night...If you were any
                         man but my husband...I would not
                         tell you.

                                   OLIVER
                         Wait a minute.  It can't be that
                         serious...just one single word --

                                   IRENA
                             (very seriously)
                          She greeted me...she called me
                         "sister."
                             (seizing his hands,
                              looking up at him)
                         You saw her, Oliver.  You saw what
                         she looked like.

                                   OLIVER
                             (laughing)
                         Oh, the cat people ... she's one of
                         the cat people.  She looks like a
                         cat, and so she must be one of the
                         cat people...one of King John's
                         pets. 
                             (tweaks her chin
                              playfully)
                         Irena, you crazy kid!

               Irena looks at him from her throat sobs of hysterical
               laughter break

                                   OLIVER (cont'd)
                         Look...you're laughing.  You can
                         see how funny it is yourself.

               And it is true.  Irena is laughing with him, but hers is the
               forced, flat laughter of near hysteria.

               The CAMERA MOVES IN so that we see that it is hysteria,
               whereas Oliver, seated beside her, feels sure it Is normal
               laughter joined with his.

                                                        DISSOLVE OUT.

                                                       DISSOLVE IN

               EXT. IRENA'S APARTMENT HOUSE - NIGHT

               A cab draws up before Irena's apartment house.  In it are
               Oliver, Irena, the Commodore, and Carver.  It is still
               snowing lightly.  Carver is the first out, extricating
               himself from the jump seat.  He helps Irena out, and Oliver
               follows her.

                                   CARVER
                         I know a joke about weddings. Why
                         would my wedding be a dollar and
                         cents wedding?

               He looks at Irena.  She does not say anything.  He looks
               around at the rest.  No one says anything.  Then the
               Commodore pokes his head out of the cab.

                                   COMMODORE
                         All right -- why?

                                   CARVER
                         Because I haven't d dollar, and my
                         girl hasn't any sense.

               No one laughs.  It hasn't bean a funny joke.  Then Irena,
               begins to laugh.  She laughs hysterically.  Oliver locks at
               her worried.  Carver is very pleased, because he thinks he
               has been funny.  The Commodore reaches out from the cab and
               taps him on the shoulder.

                                   COMMODORE
                         Come along, Carver.

               Carver climbs into the cab, and it drives off.

               TWO SHOT of Irena and Oliver on the sidewalk.  The soft snow
               falls on their shoulders.  For the first time they are alone
               together, and Irena's problems have to be discussed.

                                   OLIVER
                         What is it, darling?

               Irena  is struggling to put a hard request into reasonable
               words.  She forces herself to speak.

                                   IRENA 
                         I'm going to beg --

               She breaks off, unable to speak.  They stand there a moment. 
               Oliver is looking at her.  He wants to help her; he wants to
               know the way of her thoughts.

                                   OLIVER
                             (encouragingly; softly)
                         Mrs. Reed.

               Irena stops and puts her hands tenderly against his chest.

                                   IRENA
                         It's nice to hear that...nice. I
                         want to be Mrs.. Reed.

                                   OLIVER
                         You are, Irena.

                                   IRENA
                         But I want to be Mrs. Reed
                         really. I want to be everything
                         that name means to me 
                             (with tears coming to
                              her eyes)
                         -- and I can't -- I can't.

                                   OLIVER
                         There's no sense in what you're
                         saying, darling. You're excited.
                         That woman in the restaurant upset
                         you.

                                   IRENA
                         She brought back the old fears. If
                         I could have some time to --
                         (seizing his hands)
                         Oliver, be kind -- be patient -
                         let me have time - time to get
                         over this feeling there's
                         something evil in me.

               Oliver looks at her quietly for a moment.

                                   OLIVER
                         Darling, you can have all the time
                         there is In the world, If you want
                         it, and all the patience and the
                         kindness there's in me. You didn't
                         have to ask for that.

               Irena draws his hand to her lips and kisses it.

                                   IRENA
                         Only a little  time...only a 
                         little time,  Oliver.  I don't want
                         more than that!

               They turn toward the house,   and  as   they begin to walk

                                                             DISSOLVE

               INT.   IRENA'S BEDROOM -   NIGHT

               Irena  is   crossing the room toward the door.    The  room
               is lighted only by the glow from the street lamps outside.
               She is in a negligee. Outside, through the window, the snow
               can be  soon falling.

               INT.   IRENA'S  LIVING  ROOM -   NIGHT

               Oliver, still wearing street clothes, stands  at  the door of 
               Irena's bedroom. He  taps  lightly on the door.

                                   OLIVER
                             (softly)
                         Good night, Irena,

               He  stands waiting.

               INT. IRENA'S BEDROOM -   NIGHT

               Irena presses herself against the door.    Her hand goes down
               to  the doorknob.

               INT.   IRENA'S LIVING ROOM -   NIGHT 

               Oliver  stands waiting.



               INT. IRENA'S BEDROOM - NIGHT

               Irena sinks down to her knees beside the door and crouches
               there, lonely and desirous.  She moves slightly. Her hand
               goes up toward the doorknob.  There is no doubt that her
               intention is to open the door.  From the park comes the thin,
               eerie scream of the panther.  Irena listens, trembles, and
               takes her hand from the knob.

                                   IRENA 
                             (almost whispering)
                         Good night, Oliver..

                                   OLIVER'S VOICE
                             (from the other side of
                              the door)
                         Good night, Irena.

                                                       FADE OUT

                                                       FADE IN

               EXT. PANTHER CAGE - PAR" - DAY

               The keeper of the cat cages is sweeping out the blank
               panther's cage with a long-handled broom.  He sings to
               himself in a nasal New England voice.  Irena comes and stops
               at the guard rail.

                                   KEEPER (SINGING)
                         There was not any person hurt,
                         Except the Reverend Parson Burt... 
                         (sliding the broom handle far into
                         the cage)
                         He wasn't killed by cannon ball,
                         As judged by jurors one and all.

               The panther steps haughtily over the broom handle, and comes
               up to the bars.

                                   KEEPER (cont'd)
                         But being in a sickly state, He
                         frightened fell and met his fate.

               The leopard, maneuvering for a better view of Irena, gets
               in the way of the broom.  The old keeper stops his work and
               his song, turning to see what has attracted the leopard's
               attention.  On seeing Irena, he tips his peaked cap and
               smiles,.

                                   KEEPER (cont'd)
                         Ain't seen you here for some
                         time, ma1am.

                                   IRENA
                         I've been married.  I've been
                         married almost a month.

               Withdrawing his broom, the old keeper uses it as a crutch to
               support himself.  He jerks one thumb in the direction of the
               leopard.

                                   KEEPER
                         That's what I tell this misbegotten
                         devil...nobody comes to see him
                         when they're happy.  The monkey
                         house and the aviary draw the happy
                         customers.

               Irena leans over the guard rail.  The leopard's hackles rise
               and he tenses his front paws to unsheathe the talons.

                                   IRENA
                             (admiringly)
                         But he's beautiful.

                                   KEEPER
                         No.  He ain't beautiful.  He's an
                         evil creature, ma'am.  You read
                         your Bible.  In Revelations -- when
                         the Book is talking about the worst
                         beast of them all -- it says, "And
                         the beast which I saw was like unto
                         a leopard."

                                   IRENA 
                             (repeating softly)
                         Like unto a leopard...

                                   KEEPER
                         Yes, ma'am, like a leopard... but
                         not a leopard.  I guess that fits
                         this fellow.

                                   IRENA 
                         Yes, it fits him.

               She pauses a moment, then leaves the guard rail to continue
               on her way down the promenade.  The old keeper calls after
               her.

                                   KEEPER
                         Best wishes for your marriage, ma'
                         am.

               She turns and waves to him.

                                                             DISSOLVE

               INT. IRENA'S LIVING ROOM - DAY

               The panther screen is glowing in the bright sunlight
               streaming through the window.  The sun throws a shadow onto
               the screen just over the panther.  It is the enlarged shadow
               of tbe bird cage, with the canary hopping about inside the
               bars.

               CAMERA DRAWS BACK to show Irena at her desk.  She has just
               finished working on a sketch.  Now she gets up, stretching
               and turning. Her eyes fall on the bird in its cage, and she
               crosses over to it, the CAMERA MOVING with her.  The bird
               huddles on its perch, frightened, Irena tries to encourage it
               to sing.  She whistles a few notes.  Still no response.  She
               opens the small door of the cage, and puts her hand inside to
               take hold of the canary.  The bird flutters wildly.  Before
               she can get hold of it, it falls to the cage floor and lies
               there. Irena picks it up tenderly and holds it in her hands.
               The bird is dead.  Irena is serious and concerned as she puts
               the bird down on a table, opens a drawer, and takes out an
               empty bonbon box.  Very carefully she places the dead bird in
               the box, and ties it up with a bit of ribbon.  She puts on
               her hat and coat, gets a trowel chat Is on. The window lodge
               by one of the window boxes, and leaves the room with the
               trowel and the box under her handbag.

               QUICK DISSOLVE

               EXT. PARK WALK - DAY

               Irena walks along the park path. The CAMERA is MOVING with
               her. Her eyes are searching for a likely spot of earth to
               bury the dead bird. Under a bush she spies a bit of soft
               earth. She stops, and takes a step toward It. A whistled tune
               attracts her attention, and she looks up.

               A policeman has rounded a corner of the path, and is coming
               toward her amiably swinging his nightstick, as he whistles
               "Who?"  Irena swiftly pushes the purse back on her arm and
               continues walking along the path, passing the policeman,
               who goes right on whistling.

               EXT. PANTHER CAGE - PARK - DAY

               Irena comes up the walk.  The panther is pacing back and
               forth behind the bars.  It stops pacing as she passes the
               cage.  She, too, stops, and looks at the beast. Suddenly, as
               if under the compulsion of some thought or desire outside
               herself, she hurriedly takes the box, tears off the lid, and
               throws the dead body of the canary into the cage.

               CLOSE SHOT of the panther, as daintily, with little paw pats,
               it begins to play with the dead bird, shuffling the tiny
               yellow body across the dusty floor of the cage,

               CLOSE SHOT of Irena watching the animal.  She shudders,
               almost as if recovering herself, and turning, walks quickly
               away.

               DISSOLVE

               INT. IRENA'S LIVING ROOM - NIGHT

               Irena is standing looking out the window.  Oliver is opening
               the little cabinet which they use for a bar.  He half turns
               and calls over his shoulder to her.

                                   OLIVER 
                         Would you like some sherry?

               Irena doesn't answer.  Oliver fills two glasses with sherry
               and brings them over to her.  He offers her one.

                                   OLIVER (CONT'D) (cont'd)
                         Here. If you're determined to mourn
                         that bird...we'11 have a regular
                         wake...

                                   IRENA (LOOKING AT HIM)
                         It's not just because the bird
                         died.

               Oliver puts a glass Into her hands and stands beside her. She
               takes a little sip of the wine and stares into the glass,
               thoughtfully.

                                   IRENA (cont'd)
                         It's me.  I envy every woman I see
                         on the street.

                                   OLIVER
                         They can't match your little
                         finger.

                                   IRENA
                         I envy them.  They are happy. They
                         make their husbands happy. They
                         lead normal, happy lives. They're
                         free...
                             (a pause)
                         The bird...do you know what
                         happened to the bird?

                                   OLIVER
                         It died.

                                   IRENA
                         It died of fright when I tried to
                         take it In my hand.

                                   OLIVER
                         All right.  The bird was afraid of
                         you -- that's nothing.  I had a
                         rabbit once that hated me; yet I
                         grew up to be quite a nice fellow.

                                   IRENA
                             (shaking her head)
                         Oliver, when I went past the
                         panther's cage I had to open the
                         box; I had to throw the bird to
                         him,
                             (a pause; then more
                              intensely)
                         Do you understand?...I had to. I
                         had to do it!  That's what
                         frightens me.

               Oliver looks at her for a moment then, speaks quietly, no
               longer mocking her.

                                   OLIVER
                         I've been trying to kid you out of
                         it. Maybe that's wrong. I've
                         tried...

                                   IRENA
                             (taking his hand)
                         No one could have been more gentle
                         or more patient.

                                   OLIVER
                         I've tried to make you realize all
                         these stories that worry you are so
                         much nonsense. Now I see it's not
                         the stories... it's the fact that
                         you believe them. We've got to have
                         help, Irena.

               Irena half turns. The statuette of King John is on the table
               before her. She lets one hand rest for a minute on the base
               of the figure.  Oliver follows the direction of her gaze and
               he shakes his head.

                                   OLIVER (cont'd)
                         Not that sort of help.  There's
                         something wrong, and we have to
                         face it in an intelligent way. We
                         don't need a King John with fire
                         and sword.  We need someone who can
                         root out the reason for your belief
                         and cure it. That's what we need 
                         a psychiatrist.

               Irena turns toward him, her face eager and hopeful,

                                   IRENA
                             (eagerly)
                         Find one for me, Oliver.  The best
                         one...the very best one I

                                                             DISSOLVE



               INT. DR. JUDD'S OFFICE - DAY

               CLOSE SHOT of Irena. She is in a dark room. Coming diagonally
               across is a square shaft of light which falls softly on
               Irena's face, framing the closed eyes, the nose, and the
               mouth, leaving everything else in undisturbed darkness. From
               the darkness comes a male voice, a very persuasive, insistent
               voice.

                                   JUDD
                         the cats...the cats...you were
                         saying the cats....the cats...

                                   IRENA 
                             (eyes still closed as
                              she speaks)
                         They torment me. I wake in the
                         night, I fool their warmth and
                         their strength in me...in me. I
                         walk in the day, and the tread of
                         their foot whispers in my brain. 
                         I have no peace...for they are in
                         me...

               She pauses, and a little grimace of pain goes over her
               features. From her closed eyes two tears course slowly down
               her cheeks.  From the darkness the voice continues to urge
               her on.

                                   JUDD
                         In me... in me...

               There is no response. The man gets up, so that we see him in
               silhouette.  He crosses the room and draws the curtains,
               letting in the brilliant sunlight.  Irena lies with eyes
               closed, breathing with the shallow, regular breath of sleep,
               undisturbed by the harsh light.

               TWO SHOT of Irena and Dr. Louis Judd.  He stands for a moment
               watching her.  Judd is a harshly ugly man of early middle
               ago.  There is an arrogance in his bearing which makes some
               women see him as the suave, continental man, perfectly sure
               of his success with any woman.  His consulting room is clean,
               antiseptic, and sparsely furnished with a couch, a chair, and
               a gooseneck lamp on a stand.  Irena is lying on the couch. 
               Judd, standing beside her, makes a few notations on a pad.
               Then he lightly pats her cheek to wake her.  She comes from
               sleep very quietly.

                                   JUDD (cont'd)
                         You are very tired.

                                   IRENA
                         (smiling uncertainly) 
                         No...not very.

               Dr. Judd pours her n drink from a carafe.

                                   JUDD
                         Hypnosis always tires me. And some
                         of my patients, too, find it
                         exhausting.

                                   IRENA
                             (taking the glass he gives
                              her)
                         It's only that I remember nothing.

                                   JUDD
                         But It 1s my duty to remember,
                         (patting the notebook in his hand)
                         I have it all here.  Most
                         Interesting.  You told me of your
                         village, and the people, and
                         their strange beliefs.

                                   IRENA
                         (anxiously) 
                         Is that all I told you?

                                   JUDD
                         You told me tales of blood,
                         violence...mangled bodies in dark
                         forests...men torn to death by
                         woman half witch, half panther.

                                   IRENA
                         I am so ashamed.  It must seem so
                         childish.

                                   JUDD
                         And the cat woman of your
                         village...you told me of them,
                         too...woman who In jealousy or
                         anger, or out of their own
                         corrupt passions, could change
                         into great cats, like panthers.
                         And if one of those woman were to
                         fall in love...and if her lover
                         were to kiss her...take her into
                         his embrace, she would be driven
                         by her own evil to kill him.

                                   JUDD (cont'd)
                             (pausing, coming closer
                              to her)
                         That's what you believe and what
                         you fear, isn't it?

               Irena nods her head but does not raise her eyes.

                                   JUDD (cont'd)
                         Frankly, there is no need to be
                         ashamed.  This is only what we call
                         a psychological block...a thing
                         which stands between you and what
                         you really desire.

               Irena looks at him.  He looks at his watch, crosses to the
               desk and puts away his notebook with an air of finality.

                                   JUDD (cont'd)
                         Those things are very simple to
                         psychiatrists.  You told me of your
                         childhood.  Perhaps we'll find this
                         trouble stems from some early
                         experience. You said you didn't
                         know your father...that he had died
                         in some mysterious accident in the
                         forest before your birth...and
                         because of that the children teased
                         you and called your mother a
                         witch...a cat woman. These
                         childhood tragedies are inclined to
                         corrode the soul, to leave a canker
                         in the mind, but we will try to
                         repair the damage.

               Irena rises and gives Dr. Judd her hand.  He places an arm
               around her shoulders with familiar ease, as he leads her to
               the door.

                                   JUDD (cont'd)
                         You are not to worry.

                                   IRENA
                         What shall I tell my husband?
                         Naturally, he is anxious to have
                         some word.

                                   JUDD
                             (with heavy gallantry; as
                              he assists her with her
                              coat)
                         What does one tell a husband? One
                         tells him nothing.

               By this time they have reached the door to the outer office
               - the waiting room.

               INT. DR. JUDD'S WAITING ROOM - DAY

               Dr. Judd and Irena enter and cross to the door which leads to
               the hall. He opens the door for her.

                                   JUDD 
                         Friday, at eleven?

               Irena nods and leaves. Dr. Judd turns to another of his
               patients in the waiting room. She is a beautiful, neurotic
               looking woman, swathed in furs and adorned with loops of
               pearls. Judd bows from the waist to kiss her hand.

                                   JUDD (cont'd)
                         My dear lady.

                                                             DISSOLVE

               INT. GROUND FLOOR HALLWAY - IRENA'S APARTMENT HOUSE -
               AFTERNOON

               CLOSE SHOT of Irena running lightly up the stairs, humming
               a little snatch of song.

               INT. HALLWAY OUTSIDE IRENA*5 APARTMENT - AFTERNOON

               CLOSE SHOT of Irena as she reaches the top of the stairs and
               goes down the hallway to her door, still humming the song.
               Joyously she swings open the door of the apartment*

               CLOSEUP of Irena as she sees something inside,

               REVERSE SHOT. Through the door can be seen Oliver and Alice
               seated together on the sofa. Oliver-is just bending over to
               light Alice's cigarette. They turn and look as Irena enters
               and closes the door.

               Irena, Alice and Oliver.

                                   IRENA 
                             (as she crosses to
                              Alice)
                         Alice, it's so nice to see you!

                                   ALICE
                         Hello, darling.    How did you make 
                         out with Louis?

                                   IRENA
                             (puzzled)
                         Louis ?

                                   ALICE
                         Dr.  Judd.

               Instantly Irena's mood changes.    She  looks at Alice,
               puzzled and a little hurt  to think that Oliver has spoken
               of her visit to the psychiatrist.    Oliver catches Irena's
               look.

                                   OLIVER
                             (quickly)
                         Alice knows, darling.

                                   ALICE
                             (not catching the
                              vibrations in the air)
                         Of course.  Didn't I suggest Dr. 
                         Judd?    I met him on the
                         Commodore's boat.    The way he
                         goes around kissing hands makes
                         me want to spit cotton, but I
                         guess he knows all there is to
                         know about psychiatry.

               Oliver is looking very embarrassed.    Irena is both startled
               and angry now.    Alice looks at both of them and catches on.

                                   ALICE (cont'd)
                         Uh-oh!

                                   OLIVER
                             (to Irena)
                         I told Alice; I knew she'd know
                         some good doctor.

                                   IRENA
                         I don't see why that was necessary.

               Her manner is very cold.  She gives them both a long look,
               and walks away to stand by the window, gazing out, with her
               back toward them. Alice looks guiltily at Oliver, shrugs
               her shoulders, and picks up her hat and coat from a near-by
               chair.

                                   ALICE
                         Sorry.  I seem to have put my big
                         foot in it.

               She lets Oliver help her on with her coat, and, with her hat
               still in her hand, she goes over to the door. Pausing, she
               calls out to Irena.

                                   ALICE (cont'd)
                         Sorry, Irena.  I'm sure neither I
                         nor Oliver had any notion of
                         offending you.  I'm dreadfully
                         sorry.

                                   IRENA
                         (half-turning, coldly) 
                         Good-bye, Alice.

               With another-guilty look at Oliver, Alice closes the door
               behind her. The moment the door clicks shut, Irena turns to
               face Oliver.  She is furious, hurt, offended. Oliver tries to
               make nice with her.

                                   OLIVER
                         Darling, really, there's no
                         reason....

                                   IRENA
                         But, Oliver, how can you discuss
                         such things...such intimate things
                         about me? How much did you tell
                         her?

                                   OLIVER
                         (good-naturedly) 
                         You can tell Alice anything. She's
                         such a good egg, she can understand
                         anything.

                                   IRENA
                         There are some things a woman
                         doesn't want other women to
                         understand.

               She crosses the room, goes into the bedroom, and closes the
               door firmly behind her.  Oliver is honestly perplexed. He
               looks after her ruefully.

                                                             DISSOLVE

               INT. IRENA'S BEDROOM - NIGHT

               Irena is unable to sleep.  A bright moon drives a shaft of
               misty light through the window and across her bed. She turns
               restlessly, gets up, and goes to the window for a moment to
               look out.  From the park comes the sound of the lions and one
               eerie, piercing shriek that she knows is the leopard's cry. 
               She trembles, perhaps with cold, perhaps with some emotion
               that she cannot understand.  She comes to a decision, throws
               a fur coat over her nightdress, outs on a pair of galoshes
               over her bedroom slippers, and lets herself out of the room.



               INT. IRENA'S LIVING ROOM - NIGHT

               Irena hesitates as she tiptoes across the studio room of her
               apartment.  The moonlight Is pouring in through the window,
               throwing the familiar objects of the room Into mysterious
               half-shadows.  She goes quietly over to the other door, opens
               it quietly, and looks in.

               INT. OLIVER'S BEDROOM - NIGHT

               Oliver is sound asleep In his bed.  He sleeps quietly.

               INT. IRENA'S LIVING ROOM - NIGHT

               Irena closes the door to Oliver's bedroom softly, and tiptoes
               to the main door, snapping the night latch back, and quietly
               letting herself out.

               X

               X

               X

               X

               X

               X

               TWO SHOT.  Oliver comes out of the shadows of the hallway and
               joins Irena on the steps.

                                   OLIVER
                         I woke up.  You were gone, What's
                         wrong, darling?

                                   IRENA
                         (a pause, as she looks at him) 
                         I couldn't sleep.  I went out.

               They continue up the stairs together, the CAMERA HOLDING on
               them.  As they reach a landing, Oliver stops.

                                   OLIVER
                         Where'd you go?

                                   IRENA
                         Just walked.

               There is a brief pause.  Oliver reaches out and takes her
               hand.

                                   OLIVER
                         I'm sorry about this afternoon. I
                         just didn't think.

                                   IRENA
                         We should never quarrel, Oliver. I
                         need you so much. You must help me,
                         Oliver.
                             (pauses)
                         Never let me feel jealousy or
                         anger. Whatever it is that is In me
                         is held in...is kept
                         harmless...when I am happy.

                                   OLIVER
                         I'd turn handsprings, darling...
                         I'd dance In the streets...to make
                         you happy.

               He smiles down at her.  Then, taking her little face in his
               hands, he pinches her cheeks together so that her mouth
               puckers to an enforced smile.

                                                       FADE OUT

                                                       FADE IN

               EXT. THE PANTHER'S CAGE - PARK - DAY

               Irena stands at the guard rail, watching the old keeper
               unlock the cage door and throw in the big, bloody chunks of
               meat. He is singing again his monotonous, nasal song, but
               even his singing cannot drown out the noisy feeding of the
               panther as it gnaws and tears at the meat. When he has thrown
               in the last chunk, he slams shut the cage door and moves on. 
               It is a gusty, blowy day of hard, inconstant winds.  Irena
               notices that he has left the key in the look of the cage.

               INSERT THE KEY in the panther cage lock.

               BACK TO SCENE.  Irena pushes aside the little gate, gets the
               key, stands with it for a moment in her hands, and then runs
               after the keeper. She holds it out toward him.

                                   IRENA 
                         You forgot your key.

                                   KEEPER 
                             (taking the key)
                         Ah, I'm always forgettin' it,
                         'Tain't no worry in It. Nobody'd
                         steal one of them creatures.

               He moves on, muttering his monotonous song to himself. Irena
               returns to the little gate. Dr. Judd is now standing where
               she had formerly stood. He is smiling at her. 
               She lets herself out of the gate and stands beside him. He
               leans on his cane with a great air of nonchalant ease.

                                   JUDD
                         You resist temptation admirably.

                                   IRENA
                         Temptation?

                                   JUDD
                         The key.

                                   IRENA 
                         Why would I want it?

                                   JUDD
                         For many reasons. There is, in some
                         cases, a psychic need to loose evil
                         upon the world. And we all of us
                         carry within us a desire for death.
                         You fear the panther; yet you are
                         drawn to him again and again. Could
                         you not turn to him as an
                         instrument of death?
                             (a pause)
                         You didn't come back to see me
                         Friday.    I've had to come to you.

                                   IRENA
                             (bewildered)
                         How did you know where to find me?

                                   JUDD
                         (smiling) 
                         You told me many things.

               Irena looks away.

               Irena and Dr. Judd as SHOT from within the panther's cage.
               The black panther moves from time to time in the foreground,
               sometimes blotting one and then the other character from
               view. Irena and Judd are seen through the bars of the cage.

                                   JUDD (cont'd)
                         Why didn't you come back?

                                   IRENA
                         I don't feel that you can help me.
                         You are very wise. You know a great
                         deal. Yet when you speak of the
                         soul, you mean the mind...and it is
                         not my mind that is troubled.

                                   JUDD
                         What a clever girl! All the
                         psychologists, all the theologians
                         have tried for centuries to find
                         that subtle shade of difference
                         between mind and soul...and you
                         have found it!

                                   IRENA
                             (apologetically, turning
                              away)
                         It does seem presumptuous of me,
                         doesn't it? Good-bye, Doctor.

               She starts off.  The CAMERA STAYS with her, as we hear o.s.
               Judd's voice.

                                   JUDD'S VOICE
                         I can cut one thread of fear for
                         you.

               Irena turns back to him questioningly, and he smiles at her,
               as he joins her on the walk.

                                   JUDD
                         Your mother. Do you remember her?

                                   IRENA
                         Yes. My mother was a peasant. She
                         was lovely...quiet and strong...a
                         big woman.

               The doctor takes one of her hands and holds it up before her.

                                   JUDD
                         And this aristocratic little
                         hand...is this a peasant hand? The
                         little bones of this wrist...are
                         they peasant bones?
                             (drops her hand and looks
                              at her)
                         The mystery of your father is very
                         simple. Perhaps a young aristocrat
                         from Belgrade... maybe an artist on
                         a sketching trip. And your
                         mother..fresh and attractive, as
                         peasant girls are when they are
                         young.
                             (making a little gesture
                              with his cane)

               It's quite clear  a hasty marriage...a brief pastoral  and
               then he disappears.

                                   JUDD (cont'd)
                         No wonder your mother never spoke
                         of him...that the village people
                         drew aside from her. As for the
                         children who teased you...who would
                         explain his absence to them?
                         Naturally, they could only go by
                         old wives' tales of cat women and
                         violence, 
                             (pauses, looking closely
                              at Irena)
                         I'm right, am I not?

               Irena pauses thoughtfully for a moment.

                                   IRENA
                             (quietly)
                         But what of my mother's death?

                                   JUDD
                         Her death? You didn't tell me.

                                   IRENA
                         (still quietly)
                         I held her hand when she died. That
                         hand...even as I held it... turned
                         to the black paw of a panther.  I
                         felt the coarse hair, the sharp
                         talons, the pads...I felt them... I
                         saw her lying, black... I saw that.

               She pauses and looks at Judd, who is frowning at her; she
               speaks, almost with a note of triumph,

                                   IRENA (cont'd)
                         What little pastoral, Doctor... do
                         you have to explain that?

                                   JUDD
                         (confidently) 
                         You were a child?

                                   IRENA
                         I was thirteen when my mother died.

                                   JUDD 
                         Why did she die?

                                   IRENA
                         There was an epidemic in the
                         village.

                                   JUDD
                         And you were sick, feverish,
                         delirious, when your mother died?

                                   IRENA
                         No.  I was called from school. I
                         can remember it so clearly. I came
                         through the fields. The meadow
                         larks were singing, and the sun was
                         shining.  I carried the knapsack of
                         school books in my hand.  I
                         remember I could not believe that
                         on such a day anyone could die. I
                         was not delirious.

                                   JUDD
                         There is a delirium in great
                         grief. There are the illusions of
                         bereavement.

                                   IRENA
                         The priest would not come into our
                         house when he saw what was on the
                         bed. Was his also an illusion of
                         grief?

               Dr. Judd has no answer to make for a moment. He flicks a leaf
               from the path with his cane, then smiles at her.

                                   JUDD
                         There is always an explanation for
                         every phenomenon. We shall find the
                         reasonable explanation for this
                         one.

               Irena gives him a scornful look of disbelief, and turns away
               as we

                                                             DISSOLVE

               INT. DRAFTING OFFICE - DAY

               TWO SHOT of Oliver and Alice. They are at a plotting table, 
               Oliver is holding a slide rule in his hand, and is calling
               out numbers as she moves the batten. He looks at the number
               on the hairline, and calls It off to Alice.

                                   OLIVER
                         Toward the sheer line...sixty-two
                         degrees --

               Alice moves the batten with which she is plotting the curve
               of a bulkhead to the measurement Oliver has given her.  It
               takes a sharp, awkward bend.  She looks up at Oliver and
               points at the batten.

                                   ALICE
                         Hey!

               Oliver looks at the batten, grins ruefully and apologizes!

                                   OLIVER
                         I'm sorry. Must have given you the
                         wrong figure.  Let me try again.

                                   ALICE
                             (coming round the table to
                              him)
                         Wait.  Let's have a cigarette
                         first.

               They go toward the water cooler, as he fishes through his
               pockets for a package of cigarettes. Alice takes a cigarette,
               taps it on her nail, and smiles at him.

                                   ALICE (cont'd)
                         That's the third wrong figure
                         you've given me this morning.

                                   OLIVER
                         Getting careless in my old ago.

                                   ALICE
                         Something's on your mind. Anything
                         wrong?

                                   OLIVER
                         No.

               They have reached the water cooler.  She lights her
               cigarette, and accepts the cup of water he hands to her. He
               draws another cup for himself.  She grins at him, as she
               waves away the first strong puff of smoke from her cigarette.

                                   ALICE
                             (lightly)
                         Must be marriage.

                                   OLIVER
                         In a way, it is. I'm worried about
                         Irena.

                                   ALICE
                         I  thought she was  going to Dr.
                         Judd.

                                   OLIVER
                         That's what I thought. But I
                         bumped Into  Judd this  morning,
                         and  she hasn't been there since
                         the first visit.

                                   ALICE
                         But you told me she seemed anxious
                         to be cured.

                                   OLIVER
                         Apparently not.

               Alice crumples up the paper cup and drops It into the waste
               basket.

                                   ALICE
                         I'm sorry, Oliver. It must make you
                         very unhappy.

                                   OLIVER
                             (thoughtfully, simply)
                         You know...it's a funny thing...
                         I've never been unhappy before.
                         Things  have always gone swell for
                         me.  I had a grand time as a
                         kid...lots of fun at school... at
                         the office here with you, and the
                         Commodore, and Doc. That's why I
                         don't know what to do about all
                         this. I've just never been unhappy.

               Alice looks at him. Suddenly she begins to cry. Oliver looks
               at her in astonishment, takes a quick glance to see that the
               other workers in the office have not noticed, and quickly
               leads her around behind the filing cabinets.

                                   OLIVER (cont'd)
                         (drawing out the word)
                         Hey --
                             (pulling out his
                              handkerchief)
                         Wait a minute!

                                   ALICE
                             (blowing her nose)
                         I can't help it.  I just can't help
                         it.
                             (looking up at him)
                         I can't bear to see you unhappy. I
                         love you too darn much, and I don't
                         care if you do know it. I love you.

                                   OLIVER
                             (a pause)
                         I didn't' know it.

                                   ALICE
                         Of course, you didn't.  What do you
                         think I'd do...drag my blooding
                         heart across the drafting tables? 
                         It just had to come out now.  It's
                         been too hard to love you...to see
                         you in love with Irena...and to 
                         see you unhappy.

               They  stand looking  at each other.  Alice gives a final blow
               to her nose, hands the handkerchief back to Oliver, and
               manages a grin.

                                   ALICE (cont'd)
                         Forgot it.  There's Irena... you're
                         in love with her.

                                   OLIVER
                             (puzzled)
                         I don't know.  All this trouble has
                         made me think -- I don't know what
                         love really is.  I don't oven know
                         whether I'm in love with Irena.

               Alice looks at him very thoughtfully.

                                   ALICE
                             (simply, sincerely)
                         I know what love is.  It's
                         understanding.  It's you and
                         me...and let the rest of the world
                         go by.  It's just the two of us,
                         living our lives
                         together..happily...proudly.  No
                         self-torture...no doubt.  It's
                         enduring and it's everlasting.
                         Nothing can change it.  Nothing can
                         change us.  That's what I think
                         love is.

               Oliver looks over at the water bubbles rising in the cooler. 
               He looks intently at them, almost as if counting them as they
               rise, burbling to the surface. He speaks without looking at
               Alice, his eyes on the bubbles rising in the water cooler.

                                   OLIVER
                         I don't feel that way about Irena. 
                         It's a different feeling.  I'm
                         drawn to her. There's a warmth from
                         her that pulls at me...I have to
                         watch her when she's in the room. I
                         have to touch her when she's near. 
                         But I don't really know her.  In
                         many ways were strangers.

               He turns and looks at Alice.  She reaches out and takes his
               hand.  They stand together like two people on a street corner
               shaking hands.

                                   ALICE (SIMPLY)
                         You  and  I...we'11  never  be
                         strangers.

               He smiles at her and she returns his smile.

                                                       FADE  OUT

                                                       FADE IN                                                        

               INT. IRENA'S LIVING ROOM - NIGHT

               Irena is in the window alcove, busily engaged in washing her
               paint brushes.  She twirls them between her palms to get the
               water out of them.  Oliver is in his easy chair. He holds a
               magazine in his hands, but he is not reading. Suddenly he
               puts the magazine down.

                                   OLIVER
                         Irena.

               Irena turns toward him, but continues to twirl the brush
               she has In her hands.

                                   OLIVER (cont'd)
                             (rising and coming
                              toward her)
                         Irena, I'm worried. What's
                         happening to us?

               Irena looks up at him as she stops twirling her brush. She
               speaks very simply, as if this explained and adjusted all
               difficulties.

                                   IRENA
                         I love you, Oliver.

                                   OLIVER
                         I  know  -- but people can love,
                         and people can still drift  apart.
                         And that's what I feel is happening
                         to us.    We don't talk together
                         openly  you are  not  frank with
                         me...

                                   IRENA
                         (interrupting) 
                         I have never lied to you.

                                   OLIVER 
                         I ran into Dr. Judd today.

               Irena looks at him and then down at the brush in her hand.

                                   OLIVER (cont'd)
                         You haven't been back to see him.

                                   IRENA
                         He cannot help me.

                                   OLIVER
                         You won't lot him help you. You
                         won't let me help you. You won't
                         even help yourself. It's what I
                         said to Alice this afternoon 

               At the mention of Alice, Irena has repeated the name softly,
               furiously, the while a look of concentrated fury has come to
               her face.  The rest of Oliver's speech has been lost to her
               through her own anger.

                                   OLIVER (cont'd)
                         You're content to go on as we
                         are.

                                   IRENA
                         (softly, but savagely sibilant)
                          Alice!

               Oliver looks at her. He sees her anger, realizes that she is
               just about to burst forth savagely. He makes a gesture of
               resignation.

                                   OLIVER
                             (restraining himself)
                         I promised you we'd never quarrel.
                         Let's calm down a bit. 
                             (starts toward the door)
                         I'll go down to the office  I've
                         got some work to do.

               At the door he picks up his hat and coat and goes out,
               closing the door quietly behind  him.  No sooner has the door
               closed than Irena jumps to  her feet, paces quickly toward
               it, then back again.

               EXT. OFFICE BUILDING - NIGHT

               Oliver comes up in front of the office building that houses
               the Consolidated Ship and Barge Construction Company.  A
               plaque on an entrance cornerstone bears the name of the
               company.  There has been snow, followed by thaw, so that the
               streets are wet. Oliver stands on the wet street, watching
               the revolving door slowly move around with abrupt jerks.  No
               one, however, is in any of the door compartments.  Then as
               the door comes around, we see that in one of the
               compartments, on her hands and knees, scrubbing the floor, is
               a thin charwoman, Mrs. Agnew, her blowsy hair falling down
               over her face. As she gets around in front of Oliver, she
               looks up, brushing the hair out of her eyes. A lighted
               cigarette, with a long ash dangles from one corner of her
               mouth.  She picks up her bucket and scrubbing brush and
               starts to move out of Oliver's way.

                                   MRS. AGNEW
                         You want to go up to the office,
                         Mr. Reed?

                                   OLIVER
                         No, I think I'll go around the
                         corner to Sally Lunn's and get a
                         cup of coffee before I got to work.
                             (starting off down the
                              street)
                         I'll be back.

               Mrs. Agnew nods. The long ash of her cigarette falls down the
               front of her dress. She brushes off the ashes with ladylike
               strokes, as if it were a usual occurrence,

               INT. SALLY LUNN'S TEAROOM - NIGHT

               Oliver comes into the tearoom.  It is a typical quaint
               tearoom of the type seen in Manhattan side streets. A Negro
               waitress, Minnie, dressed in a stylized soubrette costume
               (something like the kind worn by the Brown Derby waitresses)
               turns around as Oliver enters.

                                   MINNIE
                             (with a broad smile as he
                              sits down)
                         Maybe you'd like some nice chicken
                         gumbo, Mr. Reed.

                                   OLIVER
                         No, thanks, Minnie.  How about some
                         apple pie and a cup of coffee?

                                   MINNIE
                             (disappointed)
                         Yes'r, Mr. Reed.
                             (as she turns to get his
                              order)
                         My goodness, don't nobody like
                         chicken gumbo?

                                                             DISSOLVE

               INT. DRAFTING OFFICE - NIGHT

               Alice is working alone late at night. She has just hung up
               the last T-square on the back wall. Now she turns out the
               light above her desk, leaving the room illuminated by a
               single light near the door. On her under-lit drafting
               table, taking full advantage of the warmth, his forepaws
               snuggled under his chin, is the most decorous sort of
               office cat. He looks like a bookkeeper. Alice is putting on
               her hat when the telephone rings.  She picks up the phone.

                                   ALICE
                             (Into phone)
                         Hello.
                             (no response)
                          Hello.
                             (still no response)

               INT. IRENA'S LIVING ROOM - NIGHT

               Irena has the telephone in her hand, and over the phone we
               hear Alice's voice.

                                   ALICE'S VOICE
                         Hello  -- Hello  

               Irena quietly hangs up the phone.

               INT. DRAFTING OFFICE - NIGHT

               There is a faint click from the other end of the wire, as of
               a receiver being put softly back onto the cradle. Alice,
               disgusted, slams her own receiver into place.

                                   ALICE
                             (addressing the cat)
                         John Paul Jones, don't you hate
                         people who do that?

               She grabs her coat and starts putting it on.  She turns out
               the last remaining light and starts to leave the office. At
               the door she pauses and calls through to the cat.

                                   ALICE (cont'd)
                         Good night,  John Paul.
                             (closes door)



               EXT. A ROOFTOP OPPOSITE IRENA'S APARTMENT - NIGHT

               Along the rooftop of the building opposite Irena's apartment
               glide a couple of mangy alley oats.  They lead into the
               scene. Seeing Irena's lighted window, they seat themselves on
               the parapet side and look down into the lighted square of the
               window. Through it Irena can be seen on her knees, her hands
               folded in prayer. Her lips are moving.                                                                

               ANOTHER ANGLE SHOOTING
               :fI*bm^;:VohlMv;th6?ae^h^1M'V/::,iV^ cat in line; a little
               further to one side than the other. From this vantage point
               we can see down into Irena's apartment. We now see the
               object of Irena's adoration and her plea: the statue of
               King John of Serbia. Suddenly, Irena rises swiftly to her
               feet, and with a quick, violent movement she sweeps the
               statue to the floor. The cats, frightened, scamper away
               over the rooftops.                                                   

               The CAMERA MOVES toward the window, as we see Irena catch up
               her hat and coat and leave.

               INT. LOBBY - OFFICE BUILDING - NIGHT

               Alice comes out of the elevator.  Mrs. Agnew is in the lobby
               and has risen to a sitting position on her knees. She has
               Just finished lighting a fresh cigarette. Alice reaches In
               her pocketbook and takes out a couple of match books.

                                   ALICE
                         Here, Mrs. Agnew, I've got a couple
                         of new match books for your
                         collection.

                                   MRS. AGNEW 
                         Thanks, Miss Moore.
                             (admiring a particular
                              one)
                         Chartreuse.  My, ain't that
                         elegant!

               Alice smiles and starts out.

                                   MRS. AGNEW (cont'd)
                         Too bad you wasn't here a minute
                         ago. Mr. Reed looked in.

                                   ALICE
                             (stopping)
                         Oh? Where'd he go?

                                   MRS. AGNEW
                         Said he was going around the corner
                         to Sally Lunn's.

                                   ALICE
                             (starting off)
                         I'll see if I can catch him, Good
                         night.

                                   MRS. AGNEW
                         Good night, Miss Moore.

               The ash of her cigarette falls down on her dress again.
               Almost automatically she brushes it off with her customary
               ladylike gesture.

               INT. SALLY LUNN'S TEAROOM - NIGHT

               Alice enters the tearoom and stands beside Oliver. She
               signals to Minnie.

                                   ALICE
                         Could you squeeze the coffee pot
                         for me, Minnie?

                                   OLIVER
                             (turns and sees Alice)
                         Hello !

                                   MINNIE
                         I sure could. Only this coffee's
                         been workin' so long, it's got
                         muscles.

               Alice smiles at Oliver as she sits down beside him.

                                   ALICE
                         What are you doing in this part of
                         town at this hour of night?

               Oliver shrugs his shoulders.  Alice nods.

                                   ALICE (cont'd)
                         Hmmm.  Stormy weather.

               EXT. STREET - NIGHT

               Irena as SHOT in the reflection of a florist shop window. 
               She is walking with fast, soft steps.

               INT. SALLY LUNN'S TEAROOM - NIGHT

               Alice and Oliver have finished drinking their coffee. She Is
               looking very seriously at him.

                                   ALICE
                         Ollie,  you're  going to have  to
                         solve your problems your own way.
                         (picking up her cup)
                         I'm going to drink up and go
                         home.    You'd better go home, 
                         too, and make it up with Irena.

                                   OLIVER
                         (leaning over and patting her hand)
                         You're very swell.

                                   ALICE
                             (lightly)
                         That's what makes me dangerous. I'm
                         the new type of other woman.

               They leave the counter, calling "good nights" to Minnie, who
               turns and nods to them.

               EXT. STREET - NIGHT

               As SHOT through the plate glass window of the florist shop,
               with a grouping of tiger lilies in the f.g. Irena stands in
               an alcove-entrance, watching Oliver and Alice as they go by.

               TWO SHOT - Oliver and Alice.  Alice stops, shivers, and draws
               the collar of her coat higher. Oliver turns to her.

                                   OLIVER
                         Cold?

                                   ALICE
                             (shaking her head)
                         A cat just walked over my grave.

               They smile at each other and move on.

               CLOSE SHOT of Irena through the tiger lilies, as she looks
               after them.

               EXT. TRANSVERSE ENTRANCE - NIGHT

               Alice and Oliver pause at the entrance to the transverse,
               which stretches away from them, Its darkness punctuated with
               pools of widely spaced street lights.  Alice looks up the
               street and turns to Oliver.

                                   OLIVER
                         Don't you want me to walk you home?

                                   ALICE
                         I'm a big girl now, and I'm not
                         afraid.

                                   OLIVER 
                         Well, good night.

                                   ALICE
                         Good night.

               They shake hands.  Oliver turns and starts off across the
               street, Alice waves good night to him as he reaches the other
               side; then she draws a deep breath of the cold, crisp night
               air, and turning, starts toward the transverse walk.

               EXT. PARK WALL - NIGHT                                                                       

               Irena steps out from the shadows around the park wall. She
               draws up her fur collar over the lower part of her face and
               turns toward the transverse walk. On the sound track the
               music for "Berceuses du Chat" begins in an eerie, minor key.

               EXT. TRANSVERSE ENTRANCE - NIGHT

               Irena pauses at the entrance to the transverse. Ahead of her,
               walking briskly about one hundred feet in advance is Alice.
               There are no other pedestrians on the narrow transverse walk. 
               The street and sidewalk are glistening wet and reflect the
               pools of light from the street lamps. The melting snow drips
               down the stone walls.  Irena turns into the transverse and
               starts to walk after Alice.

               EXT. TRANSVERSE. WALK - NIGHT

               SHOT of Alice, as she walks along. On one side of her are the
               high, rock walls of the transverse; on the other is the
               street.

               SHOT of Irena, as she, too, walks along.

               MED. SHOT - street lamp on transverse.  It throws a circular
               pool of light, Alice emerges from the darkness, crosses the
               area of light, and continues on into the darkness.  The soft
               click of her heels fades into the distance. Even as the sound
               of her steps fades, the sound of Irena's steps comes into the
               scene. Irena comes from the darkness, crosses the area of
               light, and continues oh after Alice into the darkness.

               CLOSEUP of Alice's feet as they walk along, the heels
               clicking on the wet pavement.

               CLOSEUP of Irena's feet as they walk along, her heels
               likewise clicking on the pavement.

               MED. SHOT of a lighted area, as Alice again walks through a
               circle of light.  She walks directly through and into the
               darkness beyond, her footsteps clicking on the pavement. As
               her footsteps fade, we would logically hear Irena's steps
               coming onto the scene. But we do not. There is nothing, only
               the sound of Alice's heels fading into the distance.  The
               music of the "Berceuses du Chat" rises and fades.

               SHOT of Alice as she walks along, the CAMERA TRUCKING with
               her. There is the sound of her feet on the pavement. She
               stops in a pool of street light, frowning, sensing the
               presence of something behind her. She glances over her
               shoulder, then looks around. The music is growing louder.

               LONG SHOT of the glistening wet transverse walk, as Alice
               sees it -- a dark, deserted walk, fading off to a perspective
               line. It is lighted by regularly spaced street lamps.

               SHOT of Alice, as she peers more closely into the darkness.
               She  is troubled.  The silence is ominous. She frowns
               apprehensively, turns, and starts to walk on a little faster. 
               She turns her head slightly, but does not dare look behind
               her. She increases her pace and walks very rapidly through
               the next area of light and on into the darkness.  The sound
               of her own steps is loud, and she begins to run. She reaches
               the next pool of light, stops stock still, panic-stricken,
               afraid to move. Outside the circle of light is only blackness
               and silence, Alice's frightened eyes poor into the darkness. 
               She shrinks against the lamp post. Sheer terror crosses her
               face. Suddenly there is a roaring sound that fills the sound
               track, completely drowning the loud music. A pattern of light
               cuts across Alice's face. She throws up one arm, almost as if
               to defend herself.  There is a hissing, screeching sound.

               SHOT of a transverse bus, as with a hiss of air brakes it
               stops directly alongside Alice.  She grasps the platform rail
               to steady herself.  The doors open.

               BUS DRIVER Climb on, sister.

               Alice steps up. A snarl sounds in the darkness, looks behind
               her. Her eyes are carried upward.

               The wet shrubbery at the top of wall stirs, settling, as if
               something had only that moment passed through it.

               Alice is looking back over her shoulder, fascinated by what
               she has seen. She is standing just within the bus, but the
               driver cannot close the door.

                                   BUS DRIVER
                             (exasperated)
                         Are you ridin' with me, or
                         ain'tcha?

               Alice nods weakly, and steps In.

               INT. TRANSVERSE BUS - NIGHT

               Alice Is fumbling in her purse for change. She has been
               greatly shaken by her fright. Her hands are trembling. The
               bus driver looks up at her.

                                   BUS DRIVER 
                         You look as if you'd seen a
                         ghost.

                                   ALICE
                             (eagerly)
                         Did you see it?

               The driver looks at her in amazement.  Abashed, Alice drops
               a coin in the box and moves on.  The driver shakes his head
               morosely, as if crazy women were the cause of all
               misfortune in this world, and pulls the gear that operates
               the door.

               EXT. SHORE OF PARK LAKE - NIGHT

               The waterfowl are nesting on the shallow, reed-fringed shores
               of the lake. Their heads are tucked in under their wings. 
               Suddenly, one of the fowl, the leader, comes to life, and
               starts to cluck.

               CLOSE SHOT - the tall reeds swaying, moving unnaturally, as
               If something wore stealing quietly behind them.

               All the birds have wakened now, and silently are swimming out
               to the safety of the deeper water in the middle of the lake.

               EXT. ARCHED BRIDGE OVER BRIDLE PATH - PARK - NIGHT

               A mounted policeman, in glistening raincoat and cape, sits
               quietly on his horse.  A cone of lamplight illuminates him.
               Overhead, from the bridge, a dark shadow glides. There is the
               deadened sound or padded paws on the stonework of the bridge.
               The horse, sensing the presence and hearing the sound, rears
               suddenly and plunges. The policeman struggles to rein in the
               maddened animal.

               The policeman gets the horse in hand, although it continues
               to snort and start nervously. He bends down from the saddle
               to pat the horse's lathered neck.

                                   POLICEMAN 
                         What got into you, Joe?

               EXT. SHEEPFOLD - PARK - NIGHT

               Inside the sheepfold there is panic. The sheep mill about in
               the darkness, leaping over each other in blind fright,
               bleating piteously.

               EXT. SHEEP CARETAKER'S HUT - PARK - NIGHT

               The caretaker comes out of his hut, with a lantern. He has
               been roused from his sleep, and goes toward the fold,
               muttering.

                                   CARETAKER 
                         The woolly fools!

               EXT. SHEEPFOLD - PARK - NIGHT

               The caretaker stumbles over something on the ground inside
               the sheepfold.  He holds up his lantern.

               CLOSE SHOT of a killed lamb lying torn on the muddy ground. 
               The muddy soil around the dead animal Is trampled.

               The caretaker raises his lantern higher, and peers into the
               light.

               The bodies of three more slain lambs lying on the earth, are
               revealed by the caretaker's lantern.

               The caretaker hobbles over to the last body, pausing for
               just a second at the body of each lamb on the way. He
               reaches the last body, and kneels down beside it, examining
               the ground.

               CLOSE SHOT of the prints of an animal In the soft mud around
               the body of the fourth lamb.

               CAMERA MOVES a few feet beyond the body.  Here, going off
               toward the sheep pasture gate, are more prints, but not the
               prints of the animal.  Those are the dainty imprints of a
               woman's slippered-foot.

               The caretaker, stunned and a little frightened by what he has
               seen, brings a whistle up to his lips,and blows it shrilly.

               EXT. PARK ENTRANCE - NIGHT

               Irena is standing under a street lamp.  She seems dazed and
               bewildered.  She is dabbing at her lips with her
               handkerchief.  The caretaker's whistle is blowing in the
               distance. Irena frowns, puzzled, irresolute. Another whistle,
               closer, responds to the caretaker's whistle. A taxi drives up
               and stops beside her.

                                   TAXI DRIVER
                         Taxi?

               Irena looks up, nods and gets into the cab.

                                                             DISSOLVE

               INT. IRENA'S LIVING ROOM - NIGHT

               Oliver is pacing the floor.  The room lights are on full. He
               is smoking a cigarette nervously.  There is the sound of the
               door being opened.  Oliver turns around.

               Irena has let herself In.  She closes the door behind her and
               leans up against it.  She is blinking in the glare of the
               light,  She looks ghastly, white, and drawn, her shoes and
               stockings are wet, muddied, torn.  She has lost her hat, and
               her hair is in wild disorder.  In her hand she is crumpling
               and re-crumpling a soiled lace handkerchief.

               TWO SHOT of Irena and Oliver.  Irena's exhaustion is so great
               that she looks as if she were about to collapse. Oliver jumps
               quickly to her side, putting his arm around her waist to
               support her.  She draws away from him,

                                   OLIVER
                         Are you all right?

                                   IRENA
                         Please...please...don't touch
                         me...don't come near me.

                                   OLIVER
                             (weakly)
                         All right.

               Oliver hesitates and looks at her with sympathy.

                                   OLIVER (cont'd)
                         Look, Irena, I'm sorry. I've been
                         worried to death.  I didn't know
                         where you were. I thought..

               There is a pause. She turns away from him.

                                   OLIVER (cont'd)
                         These things...what happened
                         tonight...happen in every family.
                         I was all on edge.  You've got to
                         understand, and you've got to
                         forgive me.

               Irena starts toward her room, mumbling brokenly.

                                   IRENA
                         I forgive you.

               She stumbles.  Oliver tries to help her, but she eludes his
               hand and slips into her room.  Oliver stands at the closed
               door.



               INT. IRENA'S BATHROOM - NIGHT

               She has turned on the water taps and is filling the tub
               with water. She is pulling off her wet clothes as rapidly
               as she  can.



               INT. IRENA'S LIVING ROOM - NIGHT

               Oliver stands at the door to Irena's room.

                                   OLIVER
                         Irena? Irena?

                                   IRENA'S VOICE
                         (over the sound of running water)
                         What do you want?

               Oliver Is worried.

               INT. IRENA'S BATHROOM - NIGHT .

               CLOSEUP of the base of an old-fashioned bathtub that has
               floor supports of ornamental balls with tiger claws extending
               down over the tops. Over the scene comes the broken sobbing
               of Irena.

               CAMERA MOVES UP, and we see Irena In the tub. She sits very
               still in the still water, but her glistening shoulders shake
               as she tries to control the storm of her hysteria.

                                                             DISSOLVE

               INT. IRENA'S BEDROOM - DAY

               CLOSE SHOT of Irena sleeping. She moves slightly in her
               sleep. Her lips move as if she were trying to speak.

                                                         LAP DISSOLVE
                                                        OVER HER FACE

               SPECIAL EFFECT SHOT. An army of gigantic, thin, angular cats
               marches up from the back of the screen until their weird
               shapes, and glowing eyes fill the entire screen from frame to
               frame. Then through their ranks comes stalking a knight in
               chain armor with ragged grave cerements for cloak and tabard.
               He is unearthly tall and, as he walks forward, it is as if a
               statue were moving. It is the same figure we have seen on
               horseback as King John of Serbia. The face under the crowned
               helmet is in darkness. When he comes up close, this darkness
               is divided and reveals the face of Dr. Judd. Suddenly, and
               with a savage movement, this knightly figure draws his sword.
               It comes flashing from the scabbard and instantly changes, to
               an enormous Yale key on a ring. The key grows constantly
               larger, blotting out everything else from the screen. Over
               this sequence is the music of "Berceuses du Chat" in the
               softer portions of the melody we hear constantly the
               repetition of Judd's suggestions:

                                   JUDD'S VOICE
                             (over EFFECT SHOT)
                         Go loose evil upon the world -- a
                         psychic necessity  a desire for
                         death-- to loose evil --a desire
                         for death -- to loose evil  a
                         desire for death ---

               We LAP DISSOLVE BACK to Irena's face in such a manner that it
               seems this enormous key were pressing down upon her in her
               sleep.                                 .

                                                             DISSOLVE

               EXT. PANTHER CAGE - PARK - DAY

               A light rain is falling. Once more the keeper is singing to
               himself in his nasal voice as he pushes chunks of meat in for
               the beast. He looks up to see Irena standing at the guard
               rail and smiles at her.

                                   KEEPER 
                         Good afternoon, ma'am.

                                   IRENA
                         The animals must love you. You feed
                         them so promptly...the same time
                         every day.  One could set one's
                         watch by you.

                                   KEEPER
                         Thank you,  ma'am. It ain't that
                         the animals like me, though.     I
                         tell you, they'd just as leave have
                         me for their dinner,  even if they
                         was to get everlastin1 dyspepsia.

                                   IRENA (LAUGHING)
                         I don't think they'd find you
                         indigestible.

               This strikes the keeper as being very amusing.    He chuckles
               to himself and absent-mindedly moves on to the next cage.    
               Irena looks at the door Of the panther's cage.

               THE KEY to the panther's cage has been left in the lock
               again by the keeper.

               BACK TO SCENE, Irena looks around her, making sure that no
               one is near enough to see her. Very quietly she opens the
               little gate, takes out the key and slips it in her purse. She
               steps back onto the promenade, closing the gate behind her.
               The keeper looks up; he is still chuckling. Irena smiles and
               looks toward the black panther.                                                                   

               CLOSEUP of the black panther's face as the beast stares at
               her.

                                                             DISSOLVE

               INT. FLECKER MUSEUM - MODEL SHIP EXHIBIT - NIGHT

               CLOSEUP of a grinning cat's face which adorns the bowhead,
               the end of the timber projecting at right angles from the bow
               of a model ship.

               CAMERA DRAWS BACK for CLOSE SHOT of Irena looking at the ship
               model. It is the "Royal Harry,11 progenitor of the mighty
               British fleet. But what obviously holds Irena's interest is
               the cat's face. She is fascinated.

               THREE SHOT - Alice and Oliver in the f.g.and Irena in the
               b.g. Alice and Oliver are engrossed in their examination of a
               frame model of the privateer, "Swallow". They move over to
               the next, model, which brings them beside Irena. Alice stops
               and looks at Oliver.

                                   ALICE
                         I'm afraid this is dull for Irena.

               Irena, aroused from her absorption in the quaint cat face on
               the "Royal Harry," comes to herself with a start. Oliver
               takes her elbow.

                                   OLIVER
                         Look, darling, there are some
                         beautiful moderns upstairs. Why
                         don't you take a look at them?

                                   IRENA
                         I like  these little boats.     I
                         want  to be with you. 
                         (looking up at  Oliver; pouting)
                         Don't send me  away.

                                   OLIVER 
                             (gently and lightly)
                         We're not sending you away.  We
                         just don't want you to be bored.

               Irena looks at him.  Her mood changes, as she feels that
               perhaps they do want to be rid of her.  She walks off.

                                   OLIVER (cont'd)
                         (calling after her)
                         We'll meet you in the main lobby
                         in an hour.

               Alice's attention is attracted by a set of line drawings.
               She turns to them.

                                   ALICE
                         Ollie, look!  Line drawings of
                         the "America!"

               They begin to examine the drawings,



               INT. MUSEUM CORRIDOR - EGYPTIAN ROOM - NIGHT

               Irena paces the museum corridors.  She walks alone, the
               CAMERA TRACKING with her.  A sullen look is on her face and
               her lips are heavy with sulkiness.  She passes a showcase
               filled with terra cotta figurines of the cat-headed
               goddess, Bubastis.  She only glances at them as she passes. 
               Her stride lengthens with her growing anger.  At the end of
               the aisle she stops still and looks up.

               As SHOT from Irene's VIEWPOINT, looking up, we see a
               towering effigy of the goddess Bubastis, carved into a
               black basalt caryatid.  The huge cat head is supported by a
               lovely, slim, women's neck, rising from rounded, feminine
               shoulders.  The goddess gazes down at Irena from blind,
               enigmatic, cat's eyes.

               Irena, as she looks up at this dread goddess of the noonday
               sun, seems to reach a resolve. Her expression grows grim,
               resolute.  She turns, and walks quickly away.



               INT. MAIN LOBBY - MUSEUM - NIGHT 

               Irena walks through the main lobby toward the exit door.
               She pauses for a moment beside a greet bronze statue of a
               puma leaping on a frightened horse, and looks toward the
               ship exhibit room.



               INT. MODEL SHIP EXHIBIT ROOM'- MUSEUM - NIGHT

               As SHOT from the lobby, from Irena's VIEWPOINT, with the
               bronze statue of the puma and the horse in the f.g.
               We can see Alice and Oliver within the exhibit room, with
               their backs turned, closely Inspecting a ship model.



               INT. MAIN LOBBY - MUSEUM - NIGHT

               SHOOTING through the intricacies of the puma-and-horse

               statue at Irena, who looks a moment at Alice and Oliver,
               then turns, and walks out of the building.

                                                             DISSOLVE



               EXT. ALICE'S HOTEL - NIGHT

               A cab drives up in front of the hotel and Alice gets out. 
               She waves good-bye to Oliver, and the cab drives off with
               him.  She turns and enters the hotel. The streets are still
               wet.  Just as Alice is passing through the door, another
               cab drives up.  Irena gets out.  She pays the driver, and
               the cab moves off.  Irena stands for a moment irresolutely
               under the marquee.



               INT. ALICE'S HOTEL, - LOBBY - NIGHT

               Alice, striding cheerfully across the lobby, stops at the
               desk, where a young blonde desk attendant is stationed.

                                   ALICE
                         Could I have the key to the
                         swimming pool? .

                                   BLONDE 
                         Of course, dearie.

               The attendant gives Alice the key. A little black kitten
               suddenly jumps up onto the desk top. Alice picks it up and
               holds it against her cheek.

                                   ALICE 
                         What a darling kitten!

                                   BLONDE
                         Yeah.  It's one of four. Minou had
                         'em about a month ago.

               Alice laughs and putting the kitten down on top of the desk,
               starts toward a stairs where there is a placard marked "TO
               THE SWIMMING POOL" the kitten jumps down from the desk top
               and starts after Alice.  The blonde leans over the desk.

                                   BLONDE (cont'd)
                             (calling out)
                         Qh, dearie! When you get through,
                         don't forgot to turn off the light,
                         will ya?

                                   ALICE
                         I won't forget!

               She starts down the stairs.  The little kitten follows her. 
               The desk phone rings, and the blonde picks it up.

                                   BLONDE (ON PHONE)
                         Hullo...Ah, gee -- I can't tonight.
                         I got Civilian Defense work...Yeah.
                         As I was saying to Brenda, them
                         Japs and Nazis is whittling down my
                         social life.

               EXT. ALICE'S HOTEL - NIGHT

               Irena is walking irresolutely back and forth underneath the
               lighted marquee.  Suddenly, she seems to come to some
               decision and walks up the lighted steps toward the entrance

               INT. ALICE'S HOTEL - LOBBY - NIGHT

               The desk clerk is still talking over the phone as Irena comes
               quietly up to the counter. The blonde glances up and sees
               her.

                                   BLONDE (ON PHONE)
                         Just a minute, dearie.
                         (looking up, to Irena) 
                         Yes?

                                   IRENA
                         Is Miss Moore in?

                                   BLONDE
                         She just went downstairs to the
                         swimming pool.

                                   IRENA
                         Would it be all right if I went
                         down to see her?

                                   BLONDE
                         Of course, dearie.  Right down them
                         steps there.

               Irena nods and goes toward the steps.  The blonde picks up
               the phone again and continues.

                                   BLONDE (cont'd)
                         As I was sayin' to Brenda...

                                                       QUICK DISSOLVE

               INT. LOCKER ROOM - ALICE'S HOTEL - NIGHT

               Alice is standing in front of her locker, drying herself with
               a big towel.  She has just come out of the pool. The door to
               the plunge is open behind her, but she has turned out the
               lights and it is dark within.  There is only the single light
               gleaming in the locker room. Alice removes her wet bathing
               cap and shakes her hair out.  She puts on a chenille wrapper
               over her bathing suit and goes toward the door.  She starts
               to turn out the lights in the locker room, but remembers the
               kitten. She looks around and sees the kitten.

               CLOSE SHOT of the little black kitten.  It is standing on the
               threshold, looking up toward the stairs.  Its tiny ears are
               raised, listening.

               SHOT of Alice, as she looks from the kitten toward the
               stairs.

               SHOT of the stairway, as Alice sees it. A shaft of light
               comes down the stairs. The rest of the stairway is in
               darkness. No one is on the stairs.

               CLOSE SHOT of the black kitten.  Its back begins to arch.
               Suddenly it turns, scampers through the locker room, leaps up
               the wall, clambers over the top sill of the half-opened
               window, and drops into the areaway.

               Alice shrugs her shoulders good-humoredly.  She turns out the
               lights in the locker room and steps toward the entrance door. 
               She pauses as she hears something ahead of her and looks up,
               trying to peer into the darkness.

               SHOT of the hallway, as Alice sees it.  It is in shadow. Over
               the scene is the sound of padded feet on pavement.

               Alice starts toward the hall.  A snarl sounds in the darkness
               ahead of her.  She pauses, rooted in panic, as the slow,
               stealthy tread of feet starts again.  She looks toward the
               stairs.

               Alice, with terror in her eyes, looks into the darkness.

               The locker room, SHOOTING toward the door, as Alice sees it. 
               All is blackness.

               Alice takes a step backward.  She looks behind her, and
               pauses an instant.  She turns, flings off the robe, throws it
               toward something in the blackness, and races through the
               locker room toward the pool.  We hear the splash of her dive.

               INT. PLUNGE ROOM - ALICE'S HOTEL - NIGHT

               SHOT of Alice in the pool, as she swims rapidly out to the
               center.  Behind her there is a frustrated snarl of rage, the
               sound of fanged teeth ripping, sharp claws snagging into
               cloth. Alice reaches the center of the pool and treads water.
               Around the edge of the tank she can hear her pursuer begin to
               run with bounding steps along the tiles.  Then there is
               silence.  Alice looks about her in the quiet darkness. Her
               eyes try to peer into the shadows.  Her whole expression is
               one of taut, almost hysterical panic.  She listens closely.

               CLOSEUP of a little wave of water, as it slaps against the
               side of the tank.

               Alice, as she hears the water, afraid that the thing may have
               slipped into the pool. She looks around her in terror. She
               begins to scream. Her cries race around the empty room, echo
               back at her from the dark end of the pool, and are thrown
               back at her from the high, beamed ceiling.                                                                         
               '

               SERIES of THREE QUICK SHOTS, over which are the echoes of
               Alice's voice screaming for help.

               First, the empty dark room.

               Then, the black surface of the pool.

               Then, the high, beamed ceiling.

               SHOT of Alice, as she thrashes about in the water, screaming,
               the sound track filled with the sound of her voice and the
               mocking echoes.

               INT. ALICE'S HOTEL - LOBBY - NIGHT

               The blonde, still telephoning, hears the cries for help. She
               slams up the receiver and runs out from behind the desk.

                                   BLONDE 
                         Mrs. Hanson! Mrs. Hanson!

               Mrs. Hanson,,a buxom Scandinavian, comes running into the
               scene.

                                   MRS, HANSON
                         P3r barmhertighetens skull... 
                         (breaks off, hearing the cries) 
                         Kom med skynda.

               Mrs. Hanson and the blonde run toward the stairs and start
               down them.

               INT. PLUNGE ROOM - ALICE'S HOTEL - NIGHT

               Alice's voice is gone. Her strength is ebbing. She paddles
               weakly around in the water. There is a sharp shriek and the
               room is flooded with light. Alice looks, in the direction of
               the metallic click.

               SHOT of Irena, as she stands by the electric switch, dressed
               immaculately as Alice had last seen her, calm, poised.

                                   IRENA 
                         What Is the matter, Alice?

               SHOT of Alice as she stares back at Irena.

               Mrs. Hanson and the blonde come running down the stairs
               crying in unison.

                                   MRS. HANSON
                         Vad fattas, Miss Moore...

                                   BLONDE
                         Gee whiz, dearie, you all right?

               Alice, glancing toward Irena, has recovered her poise. She
               explains lamely.

                                   ALICE
                         It's nothing.  It was dark down
                         here. Mrs. Reed, coming in
                         unexpectedly, frightened me. I'm
                         terribly sorry.

               SHOT of Irena, as she smiles at the women, and then looks
               back toward Alice.

               Mrs. Hanson and the blonde breathe sighs of relief, and start
               back toward the stairs.

                                   MRS. HANSON
                             ({to herself)
                         Jag ar glad att allt &r
                         v&lbestSlt med er.

               Alice has no desire to be left in the same room with Irena
               alone and she calls out to the women.

                                   ALICE
                         Don't go.  I'm coming right out.

               She starts swimming toward the edge of the pool.

               SHOT of Irena, as she smiles and starts toward the stairs.

               Alice and Irena. Alice has taken hold of the edge of the
               pool.  Irena bends down, smiling.

                                   IRENA
                         I'm sorry I disturbed you, Alice. I
                         missed you and Oliver. I thought
                         you might know where he is.

                                   ALICE
                         We looked for you at the museum,
                         You'll probably find him at home.

                                   IRENA (RISING)
                         If you don't mind, then, I'll run
                         on.

               INT.  LOCKER ROOM -  ALICE'S HOTEL -  NIGHT

               Irena goes up the stairs. As Irena disappears up the stairs,
               Alice comes in from the pool.

                                   ALICE
                         (to the blonde) 
                         Would you get me my robe?  I left
                         It over there.

               The blonde picks it up and examines it. She looks up with
               genuine amazement on her face.

                                   BLONDE
                         Why, honey, it's torn to ribbons!

               Alice looks at the robe, taking it in her hands.

               INSERT  THE TORN ROBE in Alice's hands.  It is literally cut
               to shreds.

               BACK TO SCENE. Alice looks down at the robe thoughtfully,

                                                             DISSOLVE

               INT. SMALL ALCOVE OFF LOBBY - ALICE'S HOTEL - NIGHT

               This is a small,feminine room of the type to be seen in
               women's hotels, where the guests may receive gentlemen
               callers. Alice is seated on a sofa, smoking a cigarette. Dr.
               Judd is beside her. His hat and coat lie on a near-by chair                                                       

                                   ALICE
                         Thank you for coming at so late an
                         hour, Dr. Judd. I phoned you
                         because I am troubled. I think you
                         can help me. (pauses and looks at
                         him closely)
                         How much do you believe about the
                         cat people?

                                   JUDD
                         The cat people? The story Mrs. Reed
                         told me?

               Alice nods.

                                   JUDD (cont'd)
                         I believe, my dear Miss Moore,
                         exactly what I told Mrs. Reed. The
                         story is a product of her own
                         fears, her own overworked
                         imagination.

                                   ALICE
                         What would you say, Dr. if I were
                         to tell you that believe Irena's
                         story?

                                   JUDD
                         Yes?

                                   ALICE (SIMPLY)
                         Twice I have been followed by
                         something that was not human,
                         something that attempted to take my
                         life.  I believe that was the cat
                         form of Irena.

                                   JUDD 
                         Why should she wish to harm you?

               Alice looks at him a moment. She determines to tell him the
               truth.

                                   ALICE
                             (very quietly)
                         Because I am in love with her
                         husband.-

               Judd is highly amused. He chuckles to himself as he settles
               back in the sofa.

                                   JUDD
                         Oh, my dear Miss Moore, the story
                         grows more and more charming. And
                         simpler all the time, too. You
                         are both victim of fear. Mrs.
                         Reed fears the past and you fear
                         the present. Mrs. Reed has a very
                         strong imagination, and you have
                         an equally strong conscience.

                                   ALICE
                         I am not a victim of fear, Dr.
                         Judd. The danger that threatened me
                         was very real.

                                   JUDD
                             (shaking his head)
                         You disappoint me, Miss Moore.

               Alice looks at his smiling face. Quietly she reaches down
               beside her and brings forth the torn robe.

                                   ALICE 
                         Here is my robe.

               Judd examines the robe. The smile fades from his face. He
               looks up at Alice's serious expression and shrugs his
               shoulders. He gives the robe back to her. Both rise.

                                   JUDD
                         To understand this, I would first
                         have to hear Mrs. Reed's version of
                         the story myself. That should be a
                         most interesting interview*

                                   ALICE
                         I shouldn't advise you to see her
                         alone.

                                   JUDD
                         Do you think I am afraid of so
                         charming a lady?

                                   ALICE
                         I know you don't believe me, Doctor
                         but you must be careful.

                                   JUDD
                             (laughing)
                         You want me to carry some means of
                         protection  a gun, perhaps, with a
                         silver bullet...is that what you
                         mean?

                                   ALICE 
                             (amused in spite of
                              herself) )
                         If you're lucky enough to have
                         one.

                                   JUDD
                         (smiling; lightly, not gravely
                         menacing) 
                         Of course, this isn't silver...

               He twists the top of his stick and pulls out a short, steel
               rapier. He smiles at Alice. She nods to him in dismissal.
               With a little shrug, he pushes the dagger back into the cane,
               and with a bow starts to leave the room.

                                   JUDD (cont'd)
                         Good night, Miss Moore.

               Alice looks down thoughtfully at the torn robe she holds in
               her hands.

                                                       FADE OUT

                                                       FADE IN

               INT. DRAFTING OFFICE - DAY

               Alice stands for a moment before the telephone. In back of
               her, Oliver can be seen working at the desk. She turns, half
               looks at him a moment, and then, picking up the phone, starts
               to dial.

               INT. IRENA'S LIVING ROOM - DAY

               Irena is working at her drawing table.  She has on her smock.
               The telephone rings, and Irena picks it up. In the b.g, the
               empty bird cage swings in the cold winter sunlight.

                                   IRENA
                         Hello.
                             (a little, frown, as she
                              recognizes the voice) )
                         Alice?

               INT. DRAFTING OFFICE - DAY

                                   ALICE
                             (into phone)
                         I didn't sleep last night, Irena.

                                   IRENA'S VOICE
                             (over phone)
                         Oh, darling...

               Alice pauses for a moment, looking over at Oliver. Then she
               turns back to the phone, and the blunt truth comes boldly
               from her lips.

                                   ALICE
                         You hate me, Irena, don't you?
                         You hate me so much that twice
                         you have tried to kill me,
                         haven't you?
                             (pausing, then
                              continuing)
                         That night on the Transverse...
                         again last night in the swimming
                         pool...that was you, wasn't it?

               INT. IRENA'S LIVING ROOM - DAY

               The smile, the innocence have left Irena's face. A look of
               dread horror takes their place.  She leans against the table
               for support.  Her tone is imploring.

                                   IRENA
                             (into phone)
                         Don't say that, I don't remember
                         last night. I don't remember. It
                         isn't true. You mustn't say it!

               INT. DRAFTING OFFICE - DAY

               Alice realizes by Irena's desperate tone that Irena in her
               human form is entirely ignorant of what she may do in some
               other guise.                                      

                                   ALICE
                             (into phone)
                         I am sorry, Irena.

               She hangs up and turns around, looking at Oliver, draws a
               deep breath and starts back to her desk.



               INT. IRENA'S LIVING ROOM - DAY

               Irena places the phone back on the desk. She leans forward,
               one troubled hand, brushing the hair back from her forehead.
               In the b.g. the empty bird cage fills the scene. The sun
               throws the shadows of the bars across her face. Irena comes
               to a decision, rises, and throwing on a fur coat over her
               smock, leaves the apartment.

                                                             DISSOLVE

               INT. DR. JUDD'S OFFICE - DAY 

               CLOSE SHOT of Judd at his desk.

                                   IRENA'S VOICE
                          Help me...help me...

               Judd looks in her direction calmly through the arch of his
               joined fingers.

                                   JUDD
                         You say you have lapses of memory
                         for which you cannot account...they
                         are becoming more frequent...and
                         you are afraid...

               TWO SHOT of Irena and Judd. She is looking at him
               imploringly.

                                   IRENA
                         Help me...

                                   JUDD
                         I cannot help you. You are not
                         truthful with me.

                                   IRENA
                         But I am.  I have told you
                         everything. I have not lied.

               Judd comes around the desk to stand beside her, bends down
               and places his hand on her shoulder.

                                   JUDD
                         Do you sincerely believe that if
                         your husband were to kiss you,
                         you would change into a cat and
                         rend him to bits?

                                   IRENA
                             (looking down)
                         I don't know...I am only afraid...

                                   JUDD
                             (bonding closer)
                         And if I were to kiss you?

                                   IRENA
                             (moving away from him so
                              that his hand falls from
                              her shoulder)
                         I don't know, I only know that I
                         should not like to be kissed by
                         you.

               Dr. Judd seats himself on the edge of his desk.

                                   JUDD
                             (as he looks intently at
                              her)
                         My dear Mrs. Reed, sometimes, in my
                         profession, there comes a contest
                         of will between the doctor and his
                         patient. The patients are
                         clever...oh, very clever...and they
                         can fool the doctor...sometimes.
                         You are very clever and, perhaps
                         you enjoy this little game you are
                         having with me. But, in the end, I
                         will discover your secret. 

                                   IRENA
                             (desperately)
                         Dr. Judd, believe me...I beg you
                         to believe,me. I have no secrets. 
                         I have told you everything. I
                         have not lied to you. I need your
                         help.

                                   JUDD
                         I cannot help you when you refuse
                         to confide in me. But I can warn
                         you. These hallucinations approach
                         insanity  this nonsense about Miss
                         Moore- in the park and at the
                         swimming pool  it is a
                         deterioration of the mind  the
                         escape into fantasy  and it is
                         dangerous 

               He leans forward and shakes his forefinger before her face.

                                   JUDD (cont'd)
                         At this moment I could go before n
                         board and have you put away for
                         observation.
                             (his voice drops to a
                              confidential tone)
                         You are that close to real
                         insanity.

               For a moment they face each other, and frightened.

               Irena is shaken

                                   JUDD (cont'd)
                         I cannot help you. You can only
                         help yourself. You keep going back
                         to the mad legends of your
                         birthplace. Forget them. You
                         surround yourself with cat objects
                          pictures  get rid of them. Lead
                         a normal life.

               He rises, puts his arm about her shoulder, and starts leading
               her toward the door. At the door Irena looks up at him.

                                   IRENA
                             (Softly)
                         For the first time you have been
                         kind to me.

                                   JUDD 
                         It is because you interest me.

               As Irena walks out, he stands at the door watching her.

                                                             DISSOLVE

               INT. IRENA'S LIVING ROOM - NIGHT

               Oliver and Irena are sitting at a little table drawn up
               before the fireplace. They have finished dinner. Only the
               empty dessert plates and the empty demitasse cups remain. The
               fire is burning bright, but low. Above the mantle is an empty
               space. The Goya has been removed. Later, as the CAMERA
               SHIFTS, we will notice that the Grandville drawings and the
               panther screen have also been taken away. Oliver is looking
               down at his empty coffee cup, lost in thought. Irena is
               watching him.

                                   IRENA
                         Oliver?

               Oliver does not look up.

                                   IRENA (cont'd)
                         I've been to Dr. Judd.

               Oliver looks up Irena looks first at him, then at the empty
               space where the Goya had hung. He follows her gaze and
               notices that it is no longer there. They look at each other.

                                   IRENA (cont'd)
                         I am no longer afraid.

               Oliver looks at her very thoughtfully; then he rises and
               starts around the table toward her. She rises expectantly,
               almost as if preparing herself for his kiss. She stands
               smiling. A step away from her he stops.

                                   OLIVER
                         Listen, Irena -- I had hoped -
                         things have changed.

               Irena still smiles at him, but there is more inquiry than
               invitation in her smile. Oliver finds the words he wants to
               say and says them with blunt simplicity.

                                   OLIVER (cont'd)
                         I don't love you, Irena.  I love
                         Alice. I've always loved her, but I
                         didn't know it.  I had to learn
                         maybe through this marriage of ours
                         -- what love was.  I didn't want to
                         tell you this. But now, you see, I
                         have to.  It's too late.

               CLOSEUP of Irena. Oliver's words.

               She has tears in her eyes as she echoes

                                   IRENA
                         Too late ---

               Irena and Oliver.

                                   OLIVER
                         It's no one's fault...neither
                         yours, nor mine.  I'm sorry we've
                         caused each other unhappiness...

                                   IRENA
                             (looking tip at him)
                         You gave me happiness.

               She sinks down on the edge of the sofa.  Oliver faces her. It
               is obvious that he is trying to be very practical and matter
               of-fact. He takes this attitude from a sense of kindness.

                                   OLIVER
                         There seems only one decent thing
                         for me to do -- I'll give you a
                         divorce. Believe me, it is better
                         this way.

                                   IRENA
                         Better? Better for whom? 
                             (she pauses, averts her
                              face and then says
                              brokenly)
                         I am being loft alone.

               CLOSE SHOT of Oliver. Her words have affected him greatly. 
               He tries to say something but Is struck by the futility of
               anything he can say and does not speak. (Note to director: 
               If necessary to get over this thought, you might lot him
               start and swallow the word "Irena" as if he were going to say
               more.)

               Irena. She looks at him. As she looks, her mood changes;
               anger comes to her face and it is almost as if with this
               flood of anger, her grasp on reality and sanity relaxed.
               Although her voice lowers, it gains in intensity.  (Note to
               director:  There are a great many "s" sounds in the following
               speech and, if possible, they should be emphasized so that we
               can almost hear the spitting of a cat in her voice. The words
               between should be held in low key. The facial expression is
               tense and presages the immobility of her face in the coming
               scene with Judd.)

                                   IRENA (cont'd)
                         Speak.    You can't speak --  
                         there's nothing  you can say.    
                         There's  only silence.    But  I
                         love silence   I love loneliness  
                         -

               Irena and  Oliver.     He kneels down beside her alarmed by
               her  tone and very concerned.     Irena turns  away from him
               hiding her face In the back of the sofa.     Her two hands
               rest on the back,  stiffly,  claw-like.

                                   IRENA (cont'd)
                             (in the same low voice but
                              growing more incoherent
                              as she goes on)
                         I don't care.  I am not a woman. I
                         can feel fierce pleasures a woman
                         never knows.

               She grows completely incoherent, pouring forth torrentially
               the meaningless words.

                                   IRENA (CONT'D) (cont'd)
                         In me --- they are in me ---
                         their warmth -- their strength
                         their softness -- lonely  dark 
                         silent  silent.

               Oliver bends close to her and shakes her shoulder.

                                   OLIVER
                         Irena  you're talking, like an
                         insane woman.

               Irena fights for self-control. We can see her fingers dig
               deep into the upholstery. Then her voice comes, throaty and
               vibrant with attempted control.

                                   IRENA 
                         Please --- please go.

               Oliver looks at her, concerned, reluctant.

                                   IRENA (cont'd)
                         I want you to go  go  please,
                         go.

               Oliver gets up hesitantly and goes toward the door. He looks
               back, sees her tensely quiet on the sofa, picks up his hat
               and coat, looks again, his face showing worry and concern.
               Finally he leaves, closing the door softly behind him.
               Irena's two hands rip downward, the nails slashing the thin
               fabric of the sofa covering.

               Oliver is dialing a number. There is a tense look of urgency
               on his face. He gets a response.

                                   OLIVER 
                         Dr. Louis Judd, please.

                                                             FADE OUT

                                                              FADE IN                                                         

               INT. SALLY LUNN'S TEAROOM - DAY

               We open the scene with a CLOSE SHOT of the kitchen door as it
               opens outward into the restaurant. It is held open for a
               moment as Minnie, the waitress, gets her tray through. On the
               back of the door, a placard reads:
               PUSH THE CHICKEN GUMBO TODAY
               Sally Lunn, Manager

               Through this door Minnie comes, bearing a tray on which is a
               piece of apple pie, a dish of Bavarian cream, another of
               Roquefort cheese, and three cups of coffee.

               CAMERA PANS with her as she proceeds across the restaurant
               with mincing steps. She is followed by a large, sinuous black
               cat. Minnie comes up to a booth in which Alice, Oliver and
               Dr. Judd are seated.

                                   MINNIE
                         Bavarian cream?

               Oliver indicates Alice's place.

                                   MINNIE (cont'd)
                         Roquefort?

               Oliver indicates Dr. Judd.

                                   MINNIE (cont'd)
                         And you get the apple.

               She serves the three cups of coffee and retires with the cat,
               tail aloft and proudly waving, pacing behind her. Judd
               resumes a conversation that has obviously been interrupted by
               the waitress.

                                   JUDD
                         I have pointed out two
                         alternatives, Mr. Reed. Either have
                         her put away for observation and
                         restraint or have your marriage
                         annulled.

                                   ALICE
                         It's tough for Oliver either way,
                         Doctor.

                                   JUDD
                         As a psychiatrist I should
                         recommend that you have her put
                         away.

               He looks first into Oliver's face and then into Alice's.

                                   JUDD (cont'd)
                         As your friend, however, I have
                         much more reasonable advice to
                         offer. I think you should have your
                         marriage annulled. In this way you
                         are free of responsibility. You two
                         could marry.

                                   ALICE 
                         And if Irena is sent away?

                                   JUDD
                         The law is very explicit. One
                         cannot divorce an insane person.

                                   OLIVER
                         If she's not well, I am going to
                         take care of her.

                                   ALICE
                         (looking at Oliver) 
                         It's the only right thing.

                                   JUDD
                             (shrugging)
                         As you will. I shall have the
                         commitment papers drawn up and
                         arrange an interview with Mrs. Reed
                         tonight at her apartment. Let's say
                         6 o'clock?

               Oliver and Alice nod agreement.

                                                       DISSOLVE OUT

               INT. IRENA'S LIVING ROOM - NIGHT

               The ormolu clock on the mantel indicates that it Is now 7:30.
               It rings, the half hour. The apartment is as we first saw it;
               all the pictures are back; the screen is up. Alice has just
               taken a record off the phonograph. Now she puts on another
               one. It is the Berceuse. Oliver stops the machine and takes
               off the record with an apologetic smile.

                                   OLIVER 
                         Let's not play that.
                             (looking at his watch)
                         I don't think Irena's coming.
                         We've waited an hour and a half.
                         I don't think she Intends to
                         come. She's probably walking in
                         the park.

               SHOT of Judd as he rises and picks up his coat, hat, and
               gloves.

                                   JUDD 
                         Perhaps it Is useless to wait.

               He looks at his walking stick.

               INSERT     JUDD'S WALKING STICK resting on the sofa.

               BACK TO SCENE.  Judd smiles and quietly pushes the stick down
               under the cushions.

               WO SHOT - Oliver and Alice.

                                   ALICE
                         Let's get back to the office,
                         Ollie.
                         We've had a terribly broken~up day.
                         There's lots of work to be done.

                                   OLIVER
                         Suits me.



               INT. HALLWAY OUTSIDE IRENA'S APARTMENT - NIGHT

               Alice and Oliver have just started down the stairs.

               Dr. Judd pauses to strike his forehead with his gloved
               fingertips.

                                   JUDD
                         How stupid! I left my walking stick
                         in the apartment.

                                   OLIVER
                         I'll get it for you.

                                   JUDD
                             (stopping Oliver)
                         No, no. It is my fault. Give me the
                         key. I shall only be a moment.

               Oliver gives Judd the key; Judd starts down the hall.

               SHOT of Judd, as he opens the door to Irena's apartment and
               goes in.

               INT. IRENA'S LIVING ROOM - NIGHT

               Judd crosses the room in the half-light, having left the door
               to the apartment open. He picks up his walking stick from
               under the pillow, and starts back.

               CLOSE SHOT of Judd at the door. He takes the key out of the
               lock.

               INSERT     JUDD'S HANDS, as he slips the latch off the lock.

               BACK TO SCENE.  Judd lets himself out, closing the door.

               INT.  HALLWAY OUTSIDE IRENA'S APARTMENT  -  NIGHT

               Judd rejoins Oliver and Alice. He returns the key to Oliver.

                                   JUDD
                             (smiling)
                         Thank you so much.  I should be
                         quite lost without my walking
                         stick.

               He looks at Alice.  They start down the stairs.

                                                             DISSOLVE

               INT. DRAFTING OFFICE - NIGHT

               Alice and Oliver have turned on the light in the office.
               Oliver is sitting down at the desk, a thoughtful look on his
               face. Alice has taken off her coat, and is just removing her
               hat. As she pats her hair into shape, she gets a look at
               Oliver's face. She comes over to him and touches his arm.

                                   ALICE
                         Don't worry, Ollie. It'll come out
                         all right.  It must.

               He turns and smiles at her,  John Paul Jones, the office
               cat, walks across the drafting table in front of Alice,
               jumps down and crosses to the door.  He scratches to be let
               out.

                                   ALICE (cont'd)
                             (as she goes to open the
                              door for him)
                         All right, John Paul -- I don't
                         ask questions ---

               She opens the door.  John Paul passes through with dignity,
               and Alice returns to her drafting table, leaving the office
               door slightly ajar.

                                   OLIVER 
                         Let's get to work.

               He picks up a list of measurements and starts reading them
               out.

                                   OLIVER (cont'd)
                         Three and a quarter.,.

                                   ALICE
                             (picking up the batten,
                              reporting the
                              measurement)
                         Three and a quarter...

                                                             DISSOLVE

               INT. DRAFTING OFFICE - NIGHT

               Oliver has reached the end of the list, the last number.

               He calls out

                                   OLIVER 
                         And one and three eighths!

                                   ALICE
                             (repeating, as she bonds
                              the batten into shape)
                         And one and three eighths!
                             (looking up at Oliver)
                         There!

               She smiles at Oliver, who returns her smile, the telephone
               rings.  Alice reaches for it.

                                   ALICE (cont'd)
                         I'll get it.
                             (lifts the receiver)
                         Hello.
                             (there Is no response;
                              she repeats)
                         Hello...hello!

               From the other end of the line there is a little click as the
               receiver is hung up.  Alice looks at Oliver.

                                   ALICE (cont'd)
                         They hung up.

               She puts the receiver back on the cradle and pushes the
               phone aside.  Suddenly she remembers another evening when
               the telephone had rung..,

                                   ALICE (cont'd)
                             (thoughtfully)
                         That's funny.

                                   OLIVER
                         What?

                                   ALICE
                         It happened once before like
                         that.  The telephone rang.  I
                         answered.  There was someone on
                         the other end of the line; I
                         could almost hear them listening. 
                         And then there was a little
                         click, as they put up the
                         receiver.  That was the night I
                         was followed on the transverse... 
                             (looks at Oliver and
                              takes his sleeve)
                         Oliver...

                                   OLIVER 
                         What is it, Alice?

                                   ALICE
                         Let's get out of here, I'm afraid.

               He looks at her.

                                   ALICE (cont'd)
                         That was Irena...I know it was
                         Irena who called. 
                         She could call from downstairs. 
                         She may be on her way up now.

               Oliver looks at her grimly and reaches for his hat and coat.

                                   OLIVER
                         Your things.

               She quickly gets into her coat and hat and picks up her
               pocketbook.  Oliver puts his hand on the light switch.

                                   OLIVER (cont'd)
                         I'll have to turn out the lights
                         from here.

               Alice looks ahead.

               SHOT of the door into the hall, from Alice's viewpoint.  The
               door is open, and one can see out into the dimly lit hallway.

               TWO SHOT of Alice and Oliver.  She takes his arm.

                                   ALICE
                         The door's open.  We can see to get
                         out into the hall.

                                   OLIVER
                         I'll switch off the table lights as
                         we go.

               Oliver turns out the light, and together they start toward
               the door, the CAMERA MOVING with them.  Oliver turns out the
               under-lit table lights.  Halfway across the room Alice stops,
               her fingers clenching in Oliver's sleeve.  There is n soft,
               metallic click as of a door closing.  They look In the
               direction of the sound.

               SHOT of the door.  It is closed.

               TWO SHOT - Alice and Oliver.

                                   ALICE
                             (turning to him)
                         It's shut now.  Just a minute ago
                         it was open.

               They go to the door,  Oliver reaches out and turns the knob;
               then he turns to look at Alice.

                                   OLIVER
                         It's locked.

               Alice seizes his arm.  In the darkness, to one side of them,
               there Is a sound like a snarl.  Instinctively Oliver and
               Alice step backward, away from the sound in the dark.

               The CAMERA MOVES with them.  They bump into a desk, grope
               their way around It.
               From the darkness following them, there is a whisper of
               light, padded feet  a delicate tick, tick of claws scraping
               the floor.  Alice bumps Into the glassy coldness of the water
               cooler, gasps in fright, arid pushes it away from her. There
               is a crash, the sound, of glass breaking, and then the
               throaty gurgle of water spilling out onto the floor.  

               It is silent then.  Alice and Oliver are creeping back down
               between a row of filing cabinets.  Now there comes again,
               pursuing them, the whispering tread of soft paws. Alice and
               Oliver are against the further wall now. Alice is pushed
               behind Oliver, her back against the wall. Panic-stricken,
               she begins to whimper with restrained hysteria.  Her nerves
               are cracking up. Oliver tightens his hold on her wrist.  A
               cold sweat breaks out on his forehead.  He reaches in his
               pocket, and pulls out a book of matches.  He lights one. 
               It throws a faint glow around them.  Shadows flicker across
               their faces.  Behind them the match light dimly reveals the
               letters "Project No. 457." They peer into the darkness.

               SHOT of the dark, shadowy room.

               Alice is sobbing with fright, trying to restrain her fear, so
               that the sobs, when they come, are the more terrifying to
               hear.  Oliver calls into the darkness.

                                   OLIVER (cont'd)
                         Irena...Irena...
                             (the match light begins
                              to flicker)
                          Irena...

               The match light dies.  He lights another and pushes the book
               of matches into Alice's hands.

                                   OLIVER (cont'd)
                         Keep lighting them.

               Alice lights a match, the scene is brighter.

                                   OLIVER (cont'd)
                         Leave us, Irena.  Leave us.

               SHOT of the darkness before Alice and Oliver.

               Oliver's match light flickers out before Alice's match also
               goes out, Oliver looks up to one side.

               CLOSEUP of a T-square hanging beside him on the wall.

               As Oliver reaches up to got the T-square, Alice's match light
               dies.  In the darkness, he snatches the T-square  Alice
               lights another match.  Oliver has the T-square in his hand
               and in the eerie light, a shadow is thrown on the wall above
               and to one side of him.  He leans forward tensely.  He speaks
               with deep feeling, the name of God in tones of reverent
               supplication.

                                   OLIVER (cont'd)
                         Irena...I beg you, leave us In
                         peace.
                             (pauses)
                         In the name of God --Irena.

               There is a snarl.  The match light flickers out. Again Alice
               lights a match.  Oliver leans forward, still gripping the T
               square In his hands.

               The darkness.  There is only silence.  Beyond, the door
               stands open, and one can see out into the hall again.

               Oliver takes Alice's hand and starts back toward the hall. 
               She holds a match in her free hand.

               INT. HALLWAY OUTSIDE DRAFTING OFFICE - NIGHT

               Alice and Oliver close the door to the office behind them and
               stand in the dimly-lighted hallway.  They look down the hall.

               SHOT of the elevator, from their point of view, as it stands
               waiting.

               Alice takes a step toward the elevator, but Oliver stops her.

                                   OLIVER (cont'd)
                         Let's go down the stairs.

               They turn and go toward the stairs.

               INT. STAIRWAY - OFFICE BUILDING - NIGHT

               As Alice and Oliver reach the bottom of the first flight of
               stairs, Alice stops, leans up against the railing, and covers
               her face with her hands.  Oliver puts an arm around her.

                                   OLIVER
                         Don't Alice. It's gone.
                         Everything's all right. Don't be
                         afraid.

                                   ALICE
                             (lifting her face to
                              his, smiling)
                         I'm not afraid.

               He smiles, and kisses her lips.  They turn and continue down
               the stairs.

               INT. LOBBY - OFFICE-BUILDING - NIGHT

               Alice and Oliver come out of the doorway marked "Stairway."
               They stop short. Oliver points off.

                                   OLIVER
                         Look!

               TWO SHOT - Alice and Oliver. She looks beyond the
               elevators, and her fingers tighten on Oliver's arm. He
               follows the direction of her gaze.

               SHOT of the revolving door, from their viewpoint.  It is
               spinning emptily, as if someone had just passed through.

               TWO SHOT - Alice and Oliver.  Alice looks about her and then
               up at him.

                                   ALICE
                         Irena's perfume -- strong 
                         sweet...

               They go out the revolving door.

               EXT. STREET OUTSIDE OFFICE BUILDING - NIGHT

               Alice and Oliver stand on the sidewalk.  He tries to peer
               through the night.  There is a heavy ground fog, white and
               still. The night is windless and quiet. Alice puts one hand
               to her forehead and sways a bit.  She forces a grin at him.

                                   ALICE 
                         I've got to have a drink.

               They start off.

                                                             DISSOLVE

               INT. IRENA'S LIVING ROOM - NIGHT

               Dr. Judd Is seated in a chair.  The phonograph is playing the
               music for Irena's song. The phone starts to ring. Judd looks
               at it.  The phone rings again, and he picks it up.

                                   JUDD
                         Yes?

                                   ALICE'S VOICE 
                             (over phone)
                         Dr. Judd?

               INT. TELEPHONE BOOTH - IN A BAR - NIGHT

               CLOSE SHOT of Alice and Oliver at pay telephone. Alice is
               speaking into the phone.

                                   ALICE
                         Yes. We've been trying to get you
                         on the phone, Dr. Judd. I called
                         your hotel.
                             (pause)
                         Yes.  I know.  That's what I want
                         to talk about. Are you alone?
                             (pause)
                         You had better leave then. 
                         She may be on her way back now,
                             (pause)
                         She is dangerous, Dr. Judd.  I warn
                         you  Hello. Hello. Dr. Judd. Dr.
                         Judd are you there?
                             (pause)

               Alice hangs up the receiver and turns to Oliver.

                                   ALICE (cont'd)
                         I think Irena just came in. He
                         hung up on me.

                                   OLIVER
                             (taking her arm as they
                              start out)
                         We'll get a taxi!

               INT. IRENA'S LIVING ROOM - NIGHT

               SHOOTING PAST Judd, who is putting down the phone, we see
               Irena standing, looking at him, the open door behind her. He
               stands up and comes toward her as she closes the, door.

                                   JUDD
                         I kept my appointment, late, aren't
                         you?

               Irena continues to look at him with a calm, measuring stare.
               He comes closer to her, speaking as he moves. In the b.g. the
               record still plays Irena's music. She looks up at him,
               betraying no emotion. He is beside her. He kisses her hand.
               Still no emotion crosses her face. She only looks at him.

                                   JUDD (cont'd)
                         I have never believed your story. I
                         am not afraid of you.

               He puts his arms around her, looks into her eyes. She does
               not struggle, continues only to stare at him. He speaks
               softly to her.

                                   JUDD (cont'd)
                         I take you in my arms. You are so
                         very little...so soft...there is
                         warm perfume in your hair... your
                         body. Do not be afraid of me,
                         Irena...

               CLOSEUP of Irena's face, his kiss.

               She lifts her mouth to receive

               CLOSE TWO SHOT of Irena and Judd as he bends to kiss her.
               They kiss. He draws back from her, smiling, his arms still
               around her body.

               CLOSEUP of Irena. This is as immobile, as expressionless a
               shot of her face as we can achieve; there is a frightening
               blankness and vacancy in this face. Then the whole head moves
               forward slowly toward the camera, the expression never
               changing, not even stirring to breathe.

               CLOSEUP of Judd. The smile suddenly fades from his face. Its
               place is taken by shock and terror.



               INT. TAXI - NIGHT

               SHOT of Alice and Oliver in a taxi that is racing through the
               streets.

               INT. IRENA'S LIVING ROOM - NIGHT

               Judd fumbles behind him for his cane, finds it, and draws the
               dagger out. Beads of sweat stand out on his brow. He cannot
               take his eyes off something in front of him.

               CLOSE SHOT of the panther screen.  Silhouetted on it are the
               shadows of Judd and some beast-like figure as they fight.
               There is the sound of furniture being overturned, snarls of
               rage from the beast, and the heavy, terrible breathing of
               Judd.

               ANOTHER ANGLE of the panther screen.  The fight is reflected
               in its glossy surface. Something crashes into the screen, and
               it goes over.

               EXT. STREET - NIGHT

               SHOT of a taxi racing through the foggy city streets*

               INT. IRENA'S LIVING ROOM - NIGHT

               CLOSE SHOT of the Goya portrait. On the glossy surface of the
               painting, two shadows are engaged in a struggle. We hear the
               sound of the struggle o.s.

               SHOT of a charming table lamp.  The table on which it is set
               is turned over, and the lamp rolls to the floor.  The lamp
               shade rolls back, and the electric globe casts, moving
               shadows over the scene.

               SHOT of the empty bird cage swinging crazily.  Something
               knocks it to the floor.                                                          

               EXT. IRENA'S APARTMENT HOUSE - NIGHT

               The taxi draws up in front of the apartment, and Alice and
               Oliver got out quickly.

               INT. IRENA'S ROOM - NIGHT

               SHOT of the table lamp still rolling back and forth, with
               large, moving, distorted shadows fighting. Something crosses
               In front of the strong light, completely blotting the scene
               from view.



               INT. GROUND FLOOR HALLWAY - IRENA'S APARTMENT - NIGHT

               Alice and Oliver come hurriedly in.  Oliver lets the door
               close behind him, and they start up the stairs. A man's
               high-pitched scream of mortal agony cuts down the
               stairwell.  It is followed by hideous noises, bestial
               snarls and growls, the crash of overturned furniture. Alice
               and Oliver look at each other; then they start running up
               the stairs.  As they reach the first landing, the sounds of
               snarling and struggle grow louder.  There comes one
               piercing, human shriek of agony and then quick silence. 
               Again Oliver and Alice pause and look at each other, then
               continue on up the stairs.

               SHOT of the stairs a flight above Oliver and Alice. There is
               a shadow on the stairs, moving, black, and stealthily agile.

               INT. STAIRWAY - IRENA'S APARTMENT HOUSE - NIGHT

               TWO SHOT - Oliver and Alice.  They are running up the second
               flight of stairs.

               SHOT of the stairs above them. We can see the shadow now more
               clearly.  It is Irena.  She is coming down the stairs.  Her
               fur coat is only half on.  One arm is in the sleeve; the
               other side of the wrap is draped about her shoulders, pulled
               across her breast as if she were holding it to hide some
               hurt.  She sees Alice and Oliver below her and moves
               stealthily back into the deeper shadows of the stairway.

               Alice and Oliver are passing an angle of the stairway where
               Irena stands.  Neither of them sees her.

               CLOSEUP of Irena as she watches them go by.  Her eyes are on
               Oliver.



               INT. HALLWAY OUTSIDE IRENA'S APARTMENT - NIGHT

               Alice and Oliver come up the stairs.  On the stairway, coming
               down from another floor, are two old ladies in faded dressing
               robes.  Other tenants have congregated about the open door of
               the apartment.

               INT.   GROUND FLOOR HALLWAY - IRENA'S APARTMENT HOUSE - NIGHT

               Irena is on the first floor. She is  looking up.

                                   IRENA
                         (calling softly)
                         Oliver!

               INT.   HALLWAY OUTSIDE  IRENA'S APARTMENT  -  NIGHT

               TWO SHOT  - Alice  and Oliver. Oliver does not hear his name
               but  sensing Irena's presence,  he  stops, hesitating.

                                   FIRST OLD LADY'S VOICE 
                         Mr.  Reed! Oh, Mr. Reed!

               Oliver turns in the direction of her voice.



               INT. GROUND FLOOR HALLWAY - IRENA'S APARTMENT HOUSE - NIGHT

               SHOOTING DOWN the stairwell from the upper floor, we see
               Irena make a gesture of farewell to Oliver and turn away
               toward the street door.

               INT. HALLWAY OUTSIDE IRENA'S APARTMENT - NIGHT

               Oliver and Alice join the two old ladies and go through, the
               doorway of Irena's apartment.

               INT. IRENA'S LIVING ROOM - NIGHT

               As Alice and Oliver step into the apartment, Alice gets one
               look at the room and turns away.  Oliver takes her in his
               arms, trying to hide the room from her. Over the scene is the
               sound of the phonograph record still revolving with a
               monotonous, grinding sound.

               REVERSE SHOT of the apartment as Alice and Oliver see it. The
               room bears the signs of a terrific struggle. Furniture is
               overturned, ornaments smashed, the draperies and pictures
               torn down. Judd's body is hidden by a chair. Only his legs,
               one pants leg torn, can be seen. O.S. is the sound of the
               record revolving.                                   '

               The two old ladies push into the room. They seem quite
               pleased at all the excitement.

                                   FIRST OLD LADY 
                             (to  Oliver)
                         You needn't worry, Mr. Reed, Sue
                         Ellen and I phoned the police  
                         Just as  soon as we heard the
                         racket.

               Oliver speaks almost automatically as he starts to look in
               the  other rooms.

                                   OLIVER
                         Thank you.

               The  second old lady stoops  and starts to pick something
               up.    The first  old lady stops her.

                                   FIRST OLD LADY 
                         Sue-Ellen! You know better than
                         that. You're not supposed to 
                         touch anything until the police
                         get here.

                                   SUE-ELLEN 
                         But it's  all blood.

               She points down.

               INSERT THE BROKEN SWORD CANE  in Judd's hand.

               BACK TO SCENE.    Alice and Oliver have  joined the two old
               ladies and are looking down  at the broken sword.

                                   ALICE 
                         We've got to help her.

                                   OLIVER
                         (thoughtfully) 
                         She never lied to us.

                                   ALICE
                         (taking his arm) 
                         Come on.

               They slip out of the room together.

               EXT. IRENA'S APARTMENT HOUSE - NIGHT

               Alice and Oliver come down the steps, and they start to run
               through the foggy night.

               EXT. ZOO PROMENADE - PARK - NIGHT

               Irena starts down the promenade. A white ground fog lies
               heavily upon the earth. She pauses for a moment.

               EXT. PANTHER CAGE - PARK- NIGHT

               Irena comes up to the cage of the black panther. The panther
               rises and looks at her.

               INT. PANTHER CAGE - PARK - NIGHT

               REVERSE SHOT - as the panther in the f.g. looks out between
               the bars at Irena.

               EXT. PANTHER CAGE - PARK - NIGHT

               Irena opens the gate, reaches in her purse and finds the key.
               She goes up to the lock in the cage and fits the key in the
               lock, turning it.  She pauses a moment and then swings open
               the cage door.

               CLOSEUP of the panther, doorway.

               It is crouched, in the open

               REVERSE SHOT of Irena. She is standing facing the panther.
               Her head is up; her arms hang at her side, her hands spread
               out. Her eyes are wide open.

               MED. SHOT of Irena and the panther. The beast snarls once and
               leaps forward. With one sweep of a heavy paw the animal hurls
               Irena to the ground. Free, he bounds off into the darkness.                                                             

               CLOSE SHOT of Irena. There is a little smile on her lips. Her
               coat has fallen back from a naked shoulder. A piece of the
               broken blade of Judd's dagger protrudes from a bloodless
               wound in the shoulder. A thin trickle of blood flows from the
               corner of her mouth. She scrabbles with her fingers against
               the hard pavement. Then her fingers relax. She is dead.

               EXT. PARK WALL - NIGHT

               The panther leaps up on the wall and pauses, then leaps,
               down, bounding across the avenue.

               EXT. STREET - PARK - NIGHT

               SHOT of a taxicab speeding along through the fog, with
               headlights glaring.  Suddenly there is a scream of brakes, an
               impact, a startling scream.  The cab pulls to a stop, almost
               beside the avenue, and the driver gets out. A policeman joins
               him.  They start running back.

               CLOSE SHOT of the dead panther of the policeman's flashlight.

               We see it in the beam

               EXT. PANTHER CAGE - PARK - NIGHT

               Oliver and Alice come to a little space before the cage. They
               see a black object lying on the pavement.  Quietly and
               cautiously they cross over to it.  Oliver bends down to
               examine it. Under Irena's fur coat is a black leopard's body,
               the leg and paw in the same attitude her arm and hand had
               taken, and the broken blade that had once protruded from
               Irena's gleaming shoulder is now rooted in the black fur of
               the panther.  

               Oliver looks up at Alice, then gets to his feet, takes her
               arm, and they start to the walk.  Some few foot away, they
               turn back to look again at the body.

                                   OLIVER
                             (softly )
                         Poor Irena.

               They turn off and walk away, arm in arm.  They are lost to
               view in the foggy luminosity under a street lamp.

               THE END
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