STATE AND MAIN

                                   By
                               David Mamet

                        (based on an actual idea)










             Draft 9 August 1999, revised 18 August 1999, revised 1
             September 1999, revised 9 September 1999, revised 10
             September 1999, revised 14 September 1999


                                              Final Shooting Script










     NOTE: THE HARDCOPY OF THIS SCRIPT CONTAINED SCENE NUMBERS.
     THEY HAVE BEEN REMOVED FROM THIS SOFTCOPY.










                                                           FADE IN:

     EXT.  FIREHOUSE - DAY.

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

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

     EXT.  STATE AND MAIN.  INTERSECTION - DAY.

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

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

                         MORRIS
               You hear that?

                         SPUD
               Yes, I hear it.

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

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

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

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

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

                         DOUG
               Who's that?

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

                         SPUD
               What was wrong with the old traffic
               light?

     INT.  COFFEECORNER - DAY.

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

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

                         ANN
               Morning, darling.

                         DOUG
               Morning.

                         CARLA
               Hi, Annie.

     Ann hands Carla a poster.

                         ANN
               Morning, Carla.

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

                         MORRIS
               ...the damn thing...

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

                         DOUG
               They are...Yes.  I'm sure they are...

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

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

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

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

                         ANN
               We'll work it out...

                         JACK
               What're they on about?

                         ANN
               Traffic light.

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

                         DOUG
               Thank you, Jack, and...

                         JACK
               But we got to talk about the pothole.

                         DOUG
               Jack...

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

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

     EXT.  STATE AND MAIN - DAY.

     As they walk out we hear a high pitched beeping sound at the
     traffic light.  We see DOC WILSON crossing the street,
     holding his doctor's bag.

     An ELDERLY MAN approaches Doc at the crossing.  As Walt and
     Bill walk, the airport van follows them.

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

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

                         TOWNSMAN
               Thanks, Doc...

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

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

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

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

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

                         WALT
               You told me that about the last town.

                         BILL
               Yeah, but they never made a movie here.

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

                         BILL
               ...why am I here...?

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

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

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

     ANGLE INT. THE AIRPORT VAN

     UBERTO is asleep.  Bill wakes him up.

                         UBERTO
               Where are we?

                         WALT
               Givvem a cigarette...

     Uberto comes out of the car and squints around.

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

                         BILL
               They're holding our Old Mill for ransom.

                         UBERTO
               We build it?

                         BILL
               We don't have to build it.

     He shows Uberto the brochure.

                         UBERTO
               We build the firehut...?

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

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

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

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

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

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

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

     INT.  TAVERN INN LOBBY - DAY.

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

                         DESK CLERK
               May I help you?

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

     Walt talks into his cell phone as he talks to the clerk.

                         DESK CLERK
               Would you like a room?

                         BILL
               Na, we wanna rent the whole hotel.

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

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

                         BILL
                   (carrying Waterford plate)
               Waterford, Vermont.

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

                         BILL
               I will.

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

     Walt carries the shuffleboard stick over his shoulder.

     INT.  WALT'S OFFICE - NIGHT.

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

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

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

                         BILL
               ...they run on water.

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

     He gestures for Bill who hands him the storyboards.

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

                         CARLA
               It's night.

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

     ANGLE

     Scott enters.

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

                         BILL
               What...?

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

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

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

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

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

                         WALT
               That's cor...

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

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

                         BILL
               Fourteen year old girls.

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

     INT.  PROD. OFC. - WAITING ROOM - DAY.

     INSERT

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

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

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

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

     Carla brushes past them.

                         CARLA
               Hi, Mr. Bailey...

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

                         WALT
                   (from inside)
               ...What?  What is it?

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

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

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

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

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

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

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

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

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

     ANGLE on storyboards of firehouse scene.

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

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

     Carla enters.

                         WALT
               Aren't you ever in school?

                         CARLA
               There's other things to be learned.

                         WALT
               Izzat so?

                         CARLA
               The Mayor's outside.

                         WALT
               What's his name?

                         CARLA
               Mr. Bailey.

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

     EXT.  WALT'S OFFICE - DAY.

     Joe reading the Burlington Banner.  He stands up.

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

     Walt and Mr. Bailey enter Walt's office.

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

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

     ANGLE interior Walt's office.

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

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

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

                         MAYOR
                   (of cigars)
               Aren't these illegal?

                         WALT
               Why would they be illegal?

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

     Pause.

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

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

                         MAYOR
               ...not at all...

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

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

                         WALT
               ...the city council...

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

                         WALT
               ...it is?

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

                         WALT
               George, that is so kind of you.

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

     He hands an invitation to Walt.

                         WALT
               Are you kidding me?  We would be de...

     Phone rings.

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

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

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

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

     Walt starts for the phone.

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

     Mayor leaves the office.

                         BILL
               It's Marty on the Coast -

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

     Walt goes to the phone.

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

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

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

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

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

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

     He hangs up.  Pause.

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

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

                         FIRST A.D.
               It burnt down.

                         BILL
               When did it burn down?

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

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

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

     ANGLE INS

     Debris by some water.

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

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

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

     Beat.

     Joe White, The Writer, enters.

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

                         JOE
               Hi.

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

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

                         WALT
               We can't shoot the Old Mill.

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

                         BILL
               The Mill burnt down.

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

                         BILL (CONT'D)
               Wonderful scr...

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

                         WALT
               We're out of money.

                         JOE
               You built an Old Mill in New Hampshire...

                         BILL
               They're holding it for ransom.

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

     Pause.  The phone rings.

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

                         JOE
               I can't write it.  I lost my typewriter.

                         WALT
               Grace: get Mr. White a typewriter.

                         JOE
               I can only write on a manual.

                         WALT
               I know the feeling.

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

                         WALT
               Grace...

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

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

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

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

                         BILL
                   (looking at the resume)
               Fifteen hands.

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

                         BILL
               This horse is booked.

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

     ANGLE

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

     ANGLE HIS POV INS THE SCRIPT

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

     We hear raucous laughter from Walt, et al, in the b.g.

     INT.  TAVERN INN LOBBY - DAY.

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

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

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

                         JOE
               What's an Associate Producer credit?

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

     The desk clerk in an argument with an electrician.

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

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

                         CLERK
               This isn't Evian Water.

                         DELIVERY MAN
               It's water.

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

                         ELECTRICIAN
               ...she's going to blow.

                         CLERK
               Well, you re-wire...

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

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

     The GIRL PRODUCTION ASSISTANT arrives with a huge bouquet.

                         GIRL PROD. ASST.
               I found lilacs!

                         CLERK
               Wonderful, that's...

     Joe the writer enters, goes up to the desk.

                         JOE
               Did they find...

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

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

     ANGLE POV

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

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

     The teenagers retreat.

                         BOB
               Hello, I'm...

                         CLERK
               Oh, Sir, I know who you are...

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

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

                         ELECTRICIAN
               ...I'm working.

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

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

     FIRST A.D. walks through the lobby.

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

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

                         FIRST A.D.
               That's right.

                         BOB
               You know who the father is...?

                         FIRST A.D.
               They think it's your First Wife...

                         BOB
               That Could Be.

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

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

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

                         CHUCKIE
               Mr. Barrenger, I...

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

     Barrenger brushes him aside.

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

                         CHUCKIE
               Baseball.

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

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

                         BOB (CONT'D)
               Chuckie...

     CAMERA PANS off Bob as he talks to Chuckie, and onto Joe,
     who is wandering around the lobby.

     The First A.D. comes up to Joe.

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

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

     INT.  COFFEECORNER - DAY.

     ANGLE INS

     Pan off "Trials of the Heart" theatrical poster.

     Two old codgers, Morris and Spud, and Jack sitting in the
     same window booth chatting.  Phone rings.  Carla answers it.

                         CARLA
               Coffeecorner.

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

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

     ANGLE

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

                         MORRIS
               He's going to get that calf.

                         SPUD
               Mmm...

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

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

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

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

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

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

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

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

                         ANN
               Water or mineral deposits.

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

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

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

                         CARLA
               I think that they're nice.

                         ANN
               I'm sure they are.

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

                         SPUD
               Communism's over.

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

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

                         JACK
               I want you home by Nine.

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

     She gets up.

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

     INSERT

     An article on Bob Barrenger.

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

     ANGLE

     Interior Coffeecorner.

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

                         ANN
               After Drama Group.

                         DOUG
               Drama Group?

                         ANN
               Tuesdays and Thursdays.  But after Play
               Practice, I'm yours.

                         DOUG
               Go you Huskies...

     He starts to exit and turns back.

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

                         ANN
               What is it, a surprise?

                         DOUG
               That's right...

     They exit.

                         MORRIS
               She coulda done better than him.

                         SPUD
               It takes all kinds.

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

     We hear the traffic light beeping from the street.

     EXT.  BOOKSHOP - DAY.

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

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

     She looks at the sign, changes the hand to read a quarter to
     three.

     She opens the door.  Goes inside.  He follows.  Camera
     follows.

     INT.  BOOKSTORE - DAY.

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

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

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

     She hangs up.

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

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

     She picks up half-knitted sweater off computer.

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

                         JOE
               I need a typewritter.

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

     He has picked up a typewriter, old, manual.

                         JOE
               I want to rent this one.

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

                         JOE
               I have one, but they lost it.

                         ANN
               Who?

                         JOE
               The people in New Hampshire.

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

                         JOE
               Well, it had sentimental value.

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

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

                         ANN
               You wrote a play on it, what play is
               that?

                         JOE
               You haven't heard of it.

                         ANN
               What's it called?

                         JOE
               "Anguish."

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

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

     He looks up.

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

     He switches glasses to look at her.

     A very OLD WOMAN comes in, goes back to the coffee machine.

                         MAUDE (OLD WOMAN)
               Afternoon Ann.

     Ann takes down a book from a shelf.

                         ANN
               Maude, this man wrote this play!

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

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

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

                         ANN
               What're you doing here...?

                         JOE
               Writing the movie.

                         MAUDE
               You're writing the movie...

                         JOE
               Yes.

                         MAUDE
               What's it about?

                         JOE
               It's about the quest for purity.

     INT.  WALT'S ROOM - DAY.

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

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

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

                         WALT
               What else?

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

     Knock on door.

                         WALT
               Come in.

     Joe enters.

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

                         JOE
               I grew up on your mov...

                         BOB
               Do you mind if we don't go through the
               usual bullshit about How I Loved It?

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

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

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

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

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

                         BOB
               Tell it with...

                         WALT
               Tell it with pictures.

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

                         WALT
               We've got three days to...

     As Bob talks, he exchanges glances with Carla.

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

                         WALT
               She's a...

                         BOB
               She's a waitress.

                         WALT
               What...

                         BOB
               What I...

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

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

                         WALT
                   (to Carla)
               You can go...

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

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

                         BOB
               No, you're absolutely r...

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

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

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

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

                         CLAIRE
               I just...

                         WALT
               Claire, Bob Bar...

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

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

                         BOB
               How'd you like working with Richard Hill?

                         CLAIRE
               I loved it...he...

                         BOB
               Isn't he...

                         CLAIRE
               It's...

                         WALT
               We're just talking about the...

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

                         WALT
               No, no...Please.

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

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

                         WALT
               This is Joe White.

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

     Pause.

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

     Pause.

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

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

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

                         WALT
               Yeah.

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

                         WALT
               Yes, yes, but...

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

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

     Pause.

     EXT.  STATE AND MAIN - DAY.

     ANGLE

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

                         ANN
                   (of typewriter)
               All ready to go!

     He nods.  Looks down at her posterior.

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

                         ANN
               I beg your pardon?

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

                         JOE
               I quit.

                         ANN
               You quit.

                         JOE
               I quit the movie.

                         ANN
               Why did you quit?

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

                         ANN
               Don't be so hard on yourself.

                         JOE
               I just got kicked off my first movie.

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

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

                         ANN
               It's in your play.

     She holds up "Anguish."

                         JOE
               You like my play.

                         ANN
               Yes.

                         JOE
               Why?

                         ANN
               It's about life.

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

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

     They stop by the park bench.

     Pause.

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

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

     The cop, Cal, passes.

                         CAL
               Evening, Annie.

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

                         JOE
               I...

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

                         JOE
               It's...

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

                         ANN
               It's okay...

     They walk on.

     EXT.  SPORTING GOODS STORE - DAY.

     The OWNER is closing up.

                         OWNER
               Evening, Annie.  See you at rehearsal.

                         ANN
               You know your line?

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

                         ANN
               Go you Huskies.

     He walks away.

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

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

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

     She gestures at the Firehouse.

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

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

                         JOE
               But why the dalmation?

                         ANN
               It was either that, or a sardine.

     He nods.  Beat.  He looks down at the jacket with one sleeve
     too short.

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

                         JOE
               That's true.  You grow up here?

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

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

                         JOE
               Nice town.

     Beat.  He gets a bit choked up.

                         ANN
               You want to talk about it?

     Joe shakes his head.  They walk off.

     EXT.  RAILROAD CROSSING - DAY.

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

                         ANN
               Yes.

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

                         ANN
               Yes...

                         JOE
               But, but but but...

                         ANN
               No, no, I see...

                         JOE
               That: in an act of...

                         ANN
               Yes...

                         JOE
               Of mercy...off...

                         ANN
               I understand...

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

                         ANN
               As the Old Mill goes around...

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

                         ANN
               Of course.

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

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

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

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

                         ANN
               Well.  It was a pleasure meeting you.

                         JOE
               And likewise.

                         ANN
               Goodbye.

                         JOE
               Goodbye.

     Pause.

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

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

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

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

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

                         ANN
               That whole...

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

     EXT.  ANN'S HOME - DUSK.

     They are walking.  They stop in front of an old picketfence
     house with a porch swing.

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

                         ANN
               Everyday things...yes.

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

                         ANN
               I live there.

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

                         ANN
               Surest thing you know.

     Pause.

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

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

     They walk onto the porch, and sit on the swing.

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

                         ANN
               ...I always thought so...

     They swing back and forth.  The swing creaks.

                         JOE
               ...such a pleasant sound.

                         ANN
               Mmm.

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

                         ANN
               Yes...

                         JOE
               ...that.

     Doug walks up.

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

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

                         JOE
               Sa pleasure.

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

                         ANN
               ...who...?

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

                         ANN
               Mister White is...

     Doug, as he takes Ann toward the door.

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

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

     INT.  TRAIN STATION - NIGHT.

     Joe enters with his bag.

     He stands looking at the long poster reading: "Waterford,
     Home of the Huskies, Division Champions, 1971, 1972, 1974,
     1975, 1976."

     Beat.

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

                         JOE
               ...what happened in 1973?

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

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

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

     Pause.

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

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

     Pause.

                         JOE
               I want to make a good film.

                         WALT
               I know you do.

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

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

                         JOE
               Um, no.

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

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

                         JOE
               I don't drink.

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

     EXT.  BOOKSTORE - DAY.

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

     ANGLE

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

                         DOUG
               What, what what are you doing here?

                         ANN
               Yes, that's right.

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

                         ANN
               What are they offering?

                         DOUG
               Ten thousand dollars.

                         ANN
               That's so beautiful...

                         DOUG
               I beg your pardon?

     Ann gestures at the script.

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

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

     INT.  MAYOR'S HOME - DAY.

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

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

                         MAYOR
               ...not the Lazyboy...

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

                         CAL
               Hi, Sherry...

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

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

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

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

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

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

     Doug enters.  Cal exits carrying a pinball machine.

                         CAL
               Hi Doug.

                         DOUG
               Cal.  I want a city council meeting.

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

                         DOUG
               Main Street.

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

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

     EXT.  PARK - DAY.

     Joe walks up.  Ann is standing there.

                         JOE
               Hi.

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

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

                         ANN
               You're still here.

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

                         ANN
               I love your script.

     Pause.

                         JOE
               What?

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

                         ANN
               See you at rehearsal tonight?

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

     Postman exits.

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

                         ANN
               You'd know better'n me.

                         JOE
               How can you say that?

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

                         JOE
               I can?

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

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

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

     INT.  PRODUCTION OFFICE - DAY.

     Sign reads "three days till shoot."

     Walt is on the phone.  Covers the phone.  Crossed sticks on
     the wall, Walt plays with a shuffleboard discus.

     Girl P.A. brings cup of coffee to Walt.  Her T-shirt reads,
     "Does it have to be an old mill...?"

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

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

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

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

                         WALT
               I have no wife.

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

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

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

     Camera moves on past the production board, where we see
     "Dinner with the Mayor" in red.  And the costume designer
     comes up.

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

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

                         WALT
               Why?

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

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

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

                         WALT
               I don't care.  Fix it.

     He goes into comfab with the costume designer.

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

                         COSTUME DESIGNER
               Yes.

                         WALT
               Did she throw up?

                         COSTUME DESIGNER
               That isn't very nice.

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

                         COSTUME DESIGNER
               I can't tell.

                         WALT
               Why not?

                         COSTUME DESIGNER
               She won't stop crying...

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

                         FIRST A.D.
               Town's out of lilacs.

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

                         COSTUME DESIGNER
               She doesn't want to Bare Her Breasts.

                         WALT
               She Doesn't Want to Bare Her
               Breasts...what, in the "Nude Scene...?"
               What are we paying her three mil?

                         COSTUME DESIGNER
               -- she's got 'religion.'

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

     CAMERA follows Walt to the sound of crying.

     We hear crying from the next room.  Walt opens the door
     quietly.

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

     Beat.  He motions his entourage to stand back.

     INT.  PROD. OFC. - WASH ROOM - DAY.

     He enters the room.  Camera follows.

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

     Pause.  Claire mumbles.

                         WALT (CONT'D)
               What...?

                         CLAIRE
               I can't do it, Walt.

                         WALT
               You can't do what?

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

                         WALT
               Forget the contract.  Claire.  What is
               it?

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

                         WALT
               I know that...

                         CLAIRE
               Is...Is the Movie!

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

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

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

                         WALT
               ...no, they don't...

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

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

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

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

                         CLAIRE
               I...I...

                         WALT
               Who are these from?

                         PROD. ASST.
               Marty.

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

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

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

                         CLAIRE
                   (pause, softly)
               What?

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

                         CLAIRE
               ...I...

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

     Claire nods, breaks into sobs.

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

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

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

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

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

                         CLAIRE
               Wally...

                         WALT
               I know, I know.

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

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

                         CLAIRE
               ...yes...

                         WALT
               ...wants a piece...

                         CLAIRE
               Yes.

                         WALT
               And you know what...?

                         CLAIRE
               We, we have to give it.

                         WALT
                   (nods)
               ...and my heart goes out to you, because
               I know...

     INT.  PROD. OFC. - BACK ROOM - DAY.

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

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

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

     Camera follows the two out.  A tableau of the four of them.
     The First A.D. drinking coffee, sees he has been overheard.
     Beat.  Claire starts soundlessly heaving, sobbing.  She goes
     "Oh!" as if she has just been hit in the stomach, falls back
     into the room, closes the door.  Sobbing sounds emanate.

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

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

                         FIRST A.D.
               I...

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

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

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

                         BILL
               We start shooting in three days.

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

                         SECRETARY
               Marty Rossen's touched down.

     EXT.  PARK BENCH - DAY.

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

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

                         ANN
               Yes...

                         JOE
               About conflict...

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

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

                         ANN
               The Firehouse...

                         JOE
               I...

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

                         JOE
               How...?

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

                         JOE
               No, I don't...

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

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

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

     Emma waves and nods.

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

                         JOE
               What are you doing tonight?

                         ANN
               Me?

                         JOE
               Yes.

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

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

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

     EXT.  HOTEL STEPS - DAY.

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

                         WALT
               Marteleh, vos macht a yid...?

     He hands Marty the breadloaf.  Marty takes a bite.

                         MARTY
               You cool the broad out?

                         WALT
               I left that for you.

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

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

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

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

                         WALT
               How was your flight?

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

                         WALT
               Did you bring Bob's weights?

                         MARTY
               They're coming Fedex...

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

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

                         WALT
               I'm gonna' bring it off.

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

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

     Carla walks through carrying food bags.

                         DOC WILSON
               Hiya Sally...

                         GIRL ON SCOOTER
               Hiya Doc...

                         DOC WILSON
               How's the arm?

                         GIRL ON SCOOTER
               Still itchin'.

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

                         MARTY
                   (of scene)
               Stop...

                         WALT
               That's what I said.

                         MARTY
               How are you getting on with these fine
               people?

                         WALT
               Like dykes and dogs.

     INT.  BOB'S ROOM - DAY.

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

                         BOB
               Yeah.  Come in.

     She comes in.

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

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

                         CARLA
               The prices are going up.

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

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

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

                         CARLA
               I don't eat vegetables.

                         BOB
               Well, I can offer you something to drink?

                         CARLA
               Sure, what have you got?

                         BOB
               What do you drink?

                         CARLA
               Bourbon and Milk.

                         BOB
               How old are you?

                         CARLA
                   (whispers to him)

     He makes her a drink out of his fridge, hands it to her.

                         BOB
               Then I hope you wouldn't tell anyone that
               I gave you this.

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

     Pause.

                         BOB
               Nice town that you've got here.

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

                         BOB
               ...wouldn't that be dangerous?

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

     EXT.  MAIN STREET - DUSK.

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

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

     Joe, as he is scribbling in the script.

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

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

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

     ANGLE, his POV

                         ANN
               Hello.

                         JOE
               I thought you had Play Practice.

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

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

                         ANN
               That's for sure.

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

                         JOE
               What happened?

                         ANN
               Cast stood me up.

                         JOE
               Uh huh.

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

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

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

                         JOE
               What?

                         ANN
               What are you doing down there?

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

                         ANN
               ...lost the screw...

                         JOE
               You got a paperclip?

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

                         LITTLE KID
               Evening, Annie.

                         ANN
               Evenin', sweetheart.

                         LITTLE KID
               Go you Huskies.

                         ANN
               You said it.

                         JOE
               You like kids?

                         ANN
               Never saw the point of 'em.

                         JOE
               Me, too.  You have a paperclip?

                         ANN
               Paperclip?

                         JOE
               Fix my glasses.

                         ANN
               Better idea...

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

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

                         JOE
               Gonna' be good as new.

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

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

                         JOE
               Ow.

     He grabs for the nearest object.  Pause.

                         ANN
               What?

     Joe shows her.

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

     EXT.  BOOKSTORE - DUSK.

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

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

                         DOUG
               What the hell are you so down about?

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

                         DOUG
               How about that.

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

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

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

                         DOUG
               Yes.

     INT.  WALT'S HOTEL ROOM - NIGHT.

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

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

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

                         MARTY
               Who is her agent...?

                         BILL
               Mitch Cohn...

                         CLAIRE
               He's...

                         MARTY
               Get him on the phone.

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

                         MARTY
               Get him on the...

     Claire starts back to her room.

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

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

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

     Bill hands him the phone.

                         BILL
               He's on the ph...

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

                         BILL
               Wat...

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

     Joe enters.  His finger bandaged.

                         JOE
                   (tentatively)
               Hi!

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

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

                         MARTY
               Cool it, Babe, you started this...

                         JOE
               What's the...

                         WALT
               Where have you been...?

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

     Claire starts to get up.

                         MARTY (CONT'D)
               Siddown!

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

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

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

                         JOE
               She's absolutely r...

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

     Claire exits crying.

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

                         JOE
               I...

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

                         WALT
               Marty...

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

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

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

                         WALT
               It's just a formality.

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

                         JOE
               I can't.

                         WALT
               Why?

                         MARTY
               You can't write it?

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

                         WALT
               Why?

                         JOE
               I hurt my finger.

                         WALT
               Get a typist.  Gettim a typist.  Get
               outta here.

     Joe exits.

     They turn to survey the board.

                         MARTY
               Eight hundred grand to show her tits...

                         WALT
               Pay her.

                         MARTY
               I don't got the money.

                         WALT
               Find the money.

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

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

     INT.  JOE'S ROOM - NIGHT.

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

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

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

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

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

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

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

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

                         JOE
               I, actually yes.

                         CLAIRE
               I love Jewish men.

                         JOE
               Why?

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

     She goes into the bathroom.

                         JOE
               You liked the script, huh...?

     EXT.  MAIN STREET - NIGHT.

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

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

     He gives her the bouquet.

                         ANN
               Hi!

                         DOUG
               We had a date.

                         ANN
               We did...?

                         DOUG
               Where have you been...

                         ANN
               I've been thinking.

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

                         ANN
               I have to tell you something...

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

                         ANN
               I wasn't doing business.

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

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

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

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

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

                         ANN
               I'm sorry.

                         DOUG
               Who is this person that you've found?

                         ANN
                   (pause)
               He works on the movie.

                         DOUG
               No.  Don't tell me that.

                         ANN
               I'm sorry.

                         DOUG
               Why, you whore!

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

                         FIRST A.D.
               Can you type?

                         ANN
               Never admit you can type.

                         FIRST A.D.
               If you can type, they need you over at
               the hotel.

     INT.  JOE'S HOTEL ROOM - NIGHT.

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

                         JOE
               Look.

                         CLAIRE
               I feel so close to you...

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

                         CLAIRE
               I like you, too.

                         JOE
               But not that way...

                         CLAIRE
               But we...

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

     Sound of a knock on the door.

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

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

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

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

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

                         ANN
               You have to sign for it.

     INT.  HALL - NIGHT.

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

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

                         JOE
               Oh, God...

                         ANN
               And here's some hydrogen peroxide.

                         JOE
               I don't drink.

                         ANN
               It's for your finger.

                         JOE
               One moment.

     He closes the door.

     INT.  JOE'S ROOM - NIGHT.

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

                         JOE
               You have to hide.

                         CLAIRE
               Who is that...?

                         JOE
               That's my...

                         CLAIRE
               Oh.

                         JOE
               Will you help me out...?

                         CLAIRE
               I...

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

                         JOE
               Hi.

                         ANN
               You going to ask me in?

     Joe looks back over his shoulder.

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

     She hands him a bouquet.

                         JOE
                   (he takes the flowers)
               Thank you.

                         ANN
               Read the card.

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

                         ANN
               The other side.

                         JOE
               Oh.

     He turns the card over.

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

                         JOE
               Why?

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

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

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

     Pause.

                         JOE
               Start?  This isn't a good time.

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

                         JOE
               Later on.

                         ANN
               Then I'll come back, then.

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

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

     She starts to exit.

     INT.  TAVERN INN HALLWAY - NIGHT.

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

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

     ANGLE

     In the room.  Claire is standing there, basically naked.
     Pause.

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

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

                         CLAIRE
               ...we had a script conference...

                         JOE
               I told her Thank You Very Much, but it
               was inconvenient because...uh...
               because...

                         ANN
               You can do it.

                         JOE
               Because I'd met someone else.

                         ANN
                   (very simply)
               Oh okay.

                         JOE
               You believe that?

                         ANN
               I do if you do.

     Pause.

                         JOE
               But it's absurd.

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

                         JOE
               Do you truly believe the electoral
               process is absurd?

                         ANN
               I used to go out with a politician.

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

                         ANN
               Sure did.

                         JOE
               Why?

                         ANN
               Time for a change.  Keep your margins
               straight.

                         JOE
               Yes.

                         ANN
               Go you Huskies!

     INT.  HALL - NIGHT.

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

     EXT.  MAYOR'S PORCH - DAY.

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

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

                         MARTY
               Why, that's right fine...

                         POSTMAN
               Mornin' George.

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

                         MARTY
               Mmm....

                         MAYOR
               Havin' 'em over, homecooked meal, if
               you'd...

                         MARTY
               Well, I'd be awfully...

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

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

                         MAYOR
               Sherry, this...

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

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

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

     He and his assistant go into the house with wallpaper.

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

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

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

                         MARTY
               What is that...?

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

                         MARTY
               It's lovely.

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

                         MARTY
               My oh my.

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

     Doug comes up the walk.  A bit rabid.

                         DOUG
               I have to talk to you.

                         MAYOR
               Doug, this is Mr...

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

     Sherry disappears into the house.

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

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

                         MAYOR
               Doug...

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

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

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

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

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

                         PAINTER
               Waal, if you ordered something common...

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

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

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

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

     INT.  COFFEECORNER - DAY.

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

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

                         SPUD
               Yeaup, but those grosses are inflated.

                         MORRIS
               You think so?

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

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

                         JOE
               Cuppa coffee, and a...

                         JACK
               With you inna moment.  I'm a little
               shorthanded...

                         MORRIS
               Where's Carla...?

     Ann enters.

                         SPUD
               Hiya, Annie...

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

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

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

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

     He resumes talking to his companion.

                         ANN
               Good morning to you...whatsa matter?

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

                         ANN
               What's the scene...

                         JOE
               It used to be the Old Mill.

                         ANN
               What've you got?

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

     He shuffles through his pages, he goes in his pocket for a
     note, he brings out the old lure.

     He smiles at her, she smiles back.

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

                         ANN
               What's the scene about...?

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

                         JACK
               Annie?

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

                         JOE
               Please...

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

     She takes Joe's hand, and he winces.

                         JOE
               Ah.  Ah.  Ah...

                         ANN
               I hurt you?

                         MORRIS
               What happened to his finger?

                         ANN
               It was burnt.

                         MORRIS
               Mmm.

                         ANN
               And then it was really hurt.

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

                         MORRIS
               ...how was it hurt?

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

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

                         ANN
               ...yes.

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

                         ANN
               ...yes.

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

                         JACK
               Anybody here seen Carla?

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

                         ANN
               Because it's about purity...

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

                         ANN
               That's right...

                         JOE
               ...take any two people...

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

                         JOE
               ...take you and me...

     He runs out.

     INT.  PRODUCTION OFFICE - DAY.

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

     Walt on the phone.

     First A.D. shows up.

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

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

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

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

                         WALT
               Not now.

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

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

     Girl P.A. walks through the b.g. in "Does it have to be an
     old mill...?" t-shirt.

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

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

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

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

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

                         CLAIRE
               I...

                         WALT
               An artist of your caliber...

                         CLAIRE
               I'm only trying to...

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

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

                         WALT
               I know...

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

                         WALT
               ...yes...

                         CLAIRE
               ...she has a home...

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

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

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

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

     Claire exits.

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

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

                         WALT
               Pay her off.

                         MARTY
               We don't have the money.

                         WALT
               Find it.

                         MARTY
               If you do the product placement...

                         WALT
               IT'S A COMPUTER COMANY...IT'S A COMPUTER
               COMPANY, BAZOOMER-COM?

                         MARTY
               "Bazoomer dot com."

                         WALT
               I CAN'T PUT A COMPUTER IN A MOVIE SHOT IN
               1895...you wanna tell me how I'm gonna'
               do that?

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

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

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

     Joe barges in.

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

                         MARTY
               The breasts symbolize motherhood...

     INT.  WALT'S OFFICE - DAY.

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

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

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

                         BILL
               It'll hurt the box office.

                         JOE
               They know what her tits look like.

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

                         JOE
               I'm gonna nail it.

                         WALT
               I know you are.  Go you Huskies.

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

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

                         MARTY
               We got the permit.

                         WALT
               Is that one hell of a kid?

                         MARTY
               He just saved us eight hundred thousand
               bucks.

                         WALT
               He's got a gift for fiction.

                         MARTY
               We got to do something nice for him.

     He takes out his cardcase.

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

                         PROD. ASST.
               Maple syrup?

     Marty writes on the card.

                         MARTY
               Yeah.

     ANGLE INS THE CARD.

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

     ANGLE ON WALT as he walks back into the other room, holding
     the permit.

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

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

     EXT.  MAIN STREET - NIGHT.

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

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

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

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

                         MORRIS
               Bet you did.

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

                         MORRIS
               Ain't no second chances in life.

                         SPUD
               Zat true?

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

     ANGLE

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

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

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

                         BOB
               Get the...

                         JOE
               Are you al...?

     Barrenger points to the other side.  Joe looks.

     ANGLE POV

     Carla is the passenger, she is dazed but unhurt.