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Pretty Woman (1990) movie script

by Jonathan Lawton, Stephen Metcalfe.
Draft script.

More info about this movie on IMDb.com
EXT. A HOUSE IN THE HOLLYWOOD HILLS - NIGHT

The view of downtown Los Angeles from the enormous, ornate house
is extraordinary.  A small outdoor dinner party is in progress.

A MAGICIAN is entertaining guests.  Playing cards and coins
appear and disappear in his nimble hands.

INT. HOUSE STUDY - NIGHT

	EDWARD HARRIS stands at the window, impassively looking down
at the party.  Edward is a handsome, well groomed man of around
forty.  He looks tired; the kind of fatigue that can't be cured
by a night's sleep.

			EDWARD
		(a murmur)
	Left pocket.

And indeed, down below, the magician pulls the coin from the
left pocket of the incredulous WOMAN's silk blazer.  More
laughter and applause.

The study is in keeping with the rest of the house.  Luxurious.
Everything the best.  WILLIAM STUCKEY, Edward's contemporary,
is a crafty looking lawyer who is the party host.  VANCE is an
investment banker.  His assistant JAKE, is a financial
researcher.  The other men are INVESTMENT BANKERS.  They are
in dark suits and power ties.  On the table are stacks of
documents and folders, the name "KROSS INDUSTRIES" is prominent
on many of the folders.

			INVESTMENT BANKER 1
	Our banks certainly doesn't want
	to discourage Harris Enterprises
	from investing in California.
	We think this is a great new venue
	for you but you've got to
	understand the mergers and
	acquisitions market is changing.
	With the upswing in inflation we
	have to make these offerings
	tempting to offset the risk.

			VANCE
	Look, we're talking about hard
	assets and a straight liquidation.
	We have over a thousand man hours
	in this deal.

			STUCKEY
		(losing patience)
	This is a "no brainer".  There's
	no risk for you.  No one has ever
	lost money backing Mr. Harris.

			INVESTMENT BANKER 2
	Not yet.  But ship building is
	a new endeavor for you...

			STUCKEY
		(cuts him off)
	Come on.  You know we're not
	going to go into ship building.
	Besides, you're the ones with the
	troubled track record, not us!

			INVESTMENT BANKER 3
	Bill, be reasonable.  If you're
	really going to digest Kross
	Industries that quickly eighteen
	should not be such a problem.
	Besides, I don't think there's
	anywhere else you can go for the
	money in the time you have.

			EDWARD
	It's unacceptable.

Edward turns from the window.  He hasn't miss a thing.  All
eyes are on him.

			EDWARD
	Draymen Heux has offered me
	seventy-five in the pool at
	sixteen and a half.  I can secure
	the other half personally.  You
	have until tomorrow morning to
	make me a better offer.

The bankers speechlessly stare at him.

			EDWARD
	The meeting is over, gentlemen.

He turns away.  The bankers look at one another.  They rise.
Silence as they exit.  When the door closes.  Stuckey explodes
with laughter.

			STUCKEY
	Hah!  Did you see the look on
	their faces?

			VANCE
	You don't think we pushed too
	hard?

			STUCKEY
	NO way!  They'll come back.  They
	can't afford not to.  Edward,
	that bluff was beautiful.

			EDWARD
	Maybe I should have made it
	rhyme.

The others stare at him, uncertain.  Stuckey laughs.  The
others follow suit.

			EDWARD
		(looking at his watch)
	Well!  It's late.  We've been
	at this long enough.

Stuckey rises.  Edward ushers Vance and Jake toward the door.

			EDWARD
	Gentlemen, enjoy the party.  The
	magician's wonderful.

Vance and Jake exit.

			EDWARD
		(calling after them)
	Watch your left pocket.

A BUTLER has entered the room.

			BUTLER
	Phone call, Mr. Harris.  It's Miss
	Charles.

			STUCKEY
	Cynthia?  Is she coming out?

			EDWARD
	We're about to find out.  Go on.
	Take care of your guests.

Stuckey exits the room as Edward crosses to the telephone.

			EDWARD
		(into phone)
	Where are you, Cynthia?
		(beat)
	I see.
		(pausing, getting angry)
	No, I don't expect you to be at
	my beck-and-call.  Are you coming
	or not?

INT. HOUSE - STAIRWAY - NIGHT

Edward descends the long, curved stairway.  He has Vance in
tow.

			EDWARD
		(all business)
	Prepare the filing papers.  Have
	them ready by the middle of the
	week.  I'll tell you when to
	submit them.

The PEOPLE talking and drinking on the stairway gravitate
toward Edward.

			A MAN
	Edward!

			EDWARD
		(turning on the charm)
	Yes!

			THE MAN
	Will we see you at the polo
	matches Wednesday?

			EDWARD
	Wouldn't miss it.
		(abruptly; to Vance)
	I want this done fast and easy.
	No slip-ups.  I want to be back
	in New York by Saturday.  Got it?

He deftly keeps making his way through the crowd.

INT. HOUSE - THE DOWNSTAIRS HALL - NIGHT

Stuckey is sipping champagne and talking to a beautiful
WOMAN in a tight sheath of an evening dress.  An elegant woman
 	ELIZABETH STUCKEY approaches from behind him.  She taps him on
the shoulder and he turns, startled.

			ELIZABETH
	Bill?

			STUCKEY
		(flustered)
	Oh... Hi, honey... Millicent,
	uh, uh, Millicent.

			MILLICENT
	Lowell.

			STUCKEY
	Lowell, right.  My wife,
	Elizabeth.

			ELIZABETH
		(ignoring her)
	Is Edward leaving?

Stuckey looks up to see Edward moving quickly toward the door.
Stuckey abruptly leaves the two woman together to follow Edward.

EXT. THE HOUSE - NIGHT

Edward comes out of the house.  Jags, a limo with waiting
DRIVER and two BMW's pack the circular driveway behind a black
Ferrari.  The limo driver leaps to attention at the sight of
Edward.  Edward stands, making an obvious effort to keep his
impatience under control.  Stuckey comes out of the house and
down the walk.

			STUCKEY
	What's up, where you going?

			EDWARD
	Give me your car keys, will you,
	I'm going back to my hotel.

			STUCKEY
	At least stay for a drink.  This
	party's for you.

			EDWARD
	Apologize to Elizabeth for me.

Stuckey gropes uncertainly in his pocket for keys.

			STUCKEY
	Listen, there're some major local
	talent inside just dying to meet
	you...

			EDWARD
		(as if delighted)
	Really?  Some high class gold
	digger who speaks French better
	than I do?
		(turning away)
	No, thank you.  I just got off
	the phone with one.

			STUCKEY
	Cynthia's not coming?

			EDWARD
	No.

Edward grabs the keys out of Stuckey's hand.  He crosses to a
black Ferrari and gets in.

			STUCKEY
	Let your driver take you.  We'll
	move the cars...

Edward starts the car.

			STUCKEY
	Can you drive a stick?

The car lurches forward with a squeal of wheels and promptly
stalls.

			STUCKEY
	Edward, give me a break!

With a squeal of tires, the Ferrari bucks out of the driveway
and... stalls again.

			EDWARD
	Love this car!  Is it new?

			STUCKEY
	Yes!  And you don't even know
	where you're going!

Edward starts it again and heads uncertainly uphill.  Stuckey
watching, throws up his hands.

			STUCKEY
	That's the wrong way!

CREDITS BEGIN AS IN A SERIES OF CROSSCUTS:

EXT. HOLLYWOOD HILLS - NIGHT

The Ferrari, moving fast through the Hollywood Hills, passes
large, beautiful homes... Edward shifts, grinding gears...

EXT. HOLLYWOOD HILLS - NIGHT

The Ferrari comes to a red light and pulls up next to a Dodge Colt.
The GIRL in the Colt looks at Edward and his car admiringly.
Edward feeling confident now, revs the engine.  The light turns
green.  Edward immediately stalls the Ferrari.  The Colt leaves
him in the dust.

INT. FERRARI - NIGHT

Edward drives.  He blinks, shakes his head as if trying to rid
himself of his own tired thoughts.

EXT. HOLLYWOOD HILLS - NIGHT

The Ferrari comes to the intersection of OUTPOST and FRANKLIN,
stops.  Edward gets out of the car.  He looks at the street
signs.  He has no idea where he is.  He signs.  He gets back
in the car and takes off on Franklin heading East.

EXT. A SIDE STREET IN HOLLYWOOD - NIGHT

A crumbling old apartment building.  Dark alley ways, deserted
parking lot.

The Ferrari -- blink and you miss it -- motors past the building,
looking very out of place on the street.

PANNING UP  A building facade of lit windows and metal fire
escape.  One window in particular.  A GIRL stands there in a
short kimono, looking down.  And then she turns away.

INT.  VIVIAN'S APARTMENT - NIGHT

A SERIES OF SHOTS to see her dressing.

INT.  VIVIAN'S APARTMENT - NIGHT

VIVIAN turns and stares at herself in a grainy, cracked bedroom
mirror.  She is twenty years old and a prostitute.  Make-up
applied to give her a hard, older look doesn't quite succeed.
She'd be innocently beautiful without it.  She is wearing tiny
shorts, a tight tube top, thigh high boots.  She stares at
herself, not really liking what she sees.  A moment.  She signs,
turns off the light and walks out of the bedroom.

INT. APARTMENT BUILDING HALLWAY - NIGHT

Faded, peeling walls.  Thread bare, dirty carpet.  Vivian locks
the apartment door behind her and starts down the dim hallway.
A door suddenly opens, startling her.  An unshaved, enormously
pot bellied MAN in a stained t-shirt stares at Vivian with pig
eyes.

			LANDLORD
	Vivian.

Vivian turns some "tough" on him.

			VIVIAN
	Yeah, what?

			LANDLORD
	Rent.  You're late.

			VIVIAN
	Don't give me that.  Kit gave it
	to you yesterday, cash.

			LANDLORD
	Kit give me nothin'.

			VIVIAN
		(suddenly uncertain)
	You bullshittin' me?

			LANDLORD
	Of rent I do not bullshit.

Vivian hurries at a run back down the hallway.

			LANDLORD
	By the end of the week or you're
	otta here.
		(a beat)
	By the way, you look very nice
	tonight!

INT. VIVIAN'S APARTMENT - KITCHEN

Vivian pulls a coffee can off a shelf.  She pulls off the top.
It's empty.  She tosses the can away, starts for the door.  She
opens it.

INT. APARTMENT HALLWAY - NIGHT

Down the hallway, the landlord is standing in front of his open
doorway, talking to a FAT WOMAN.  They both glance up.

Vivian quickly closes the door.  She doesn't want to deal with
them.

EXT. APARTMENT BUILDING - NIGHT

Vivian comes off the fire escape onto the sidewalk.  She hurried
away.

EXT. HOLLYWOOD BLVD. - NIGHT

Vivian walks along, urgently looking for something... someone.

A BABBLING STREET-TYPE goes by happily talking to himself.
He wears an "I Love Hollywood" t-shirt.

Vivian passes TOURISTS but doesn't notice them any more than
she pays attention to the VAGRANT she passes further on, huddle
in a doorway.

A LONG-HAIRED KID on a SKATEBOARD goes by dropping off little
bags to various STREET-TYPES.

A BARKER-TYPE stands in front of a photo store urging tourists
to come in and take a photo with a cardboard cut-out of a movie
star.  Some go in.

Vivian hurries past a group of rubbernecking JAPANESE TOURISTS.
A BLACK PROSTITUTE in a mini skirt strolls toward her.  A car
passes.  The DRIVER stares at Vivian with interest.  She ignores
him.  The black prostitute approaches the car.

			PROSTITUTE
	Hey, baby, you lookin' for a date?

The Driver looks her over.  The Black Prostitute gets in the
car and it drives away.

A GROUP OF MEN, mostly drug dealers, hang out at an all night
coffee shop.  They WHISTLE and make obscene gestures and SOUNDS
as Vivian hurries by.  She ignores them and goes next door into
a falafel stand.  Half a dozen PEOPLE sit at dirty tables inside.

INT. FALAFEL STAND - NIGHT

Behind the counter are a MAN and a WOMAN, Vietnamese cooks
frying food, trying to ignore the unsavory crowd camped in the
shop.

			VIVIAN
	Chan, you seen Kit tonight?

			COOK 1
	Hi, hi!  No see nothing.

			VIVIAN
	You do, tell her I'm looking for
	her.

			COOK 2
	Looking good, bay-bee.

			VIVIAN
	Yeah, you too, D'Nai.  If Kit
	comes in here, tell her stay.

Both of them nod and smile at Vivian.  Vivian exits.

EXT. HOLLYWOOD BLVD. - NIGHT

Skateboard zips by a GROUP.  We SEE a police car parked at the
entrance to an alcove.  Also, an ambulance.  The bubblegum
lights are going.  A CROWD has gathered.  The happy man with
the "I Love Hollywood" t-shirt and a POLICE OFFICER are engaged
in tense conversation.

			COP
	They just pulled her out of a
	dumpster in the back.  Now talk
	to me.

			MAN
	I tell you, man, I don't know who
	she hang with.

			COP
	She have a pimp?

			MAN
	Cocaine her pimp, man.  She a
	strawberry.  She be out on these
	streets, day in, day out, tradin'
	her sorry ass for crack.  And
	now she dead from it.

Vivian rushes up to join the outskirts of the crowd as the body
of a YOUNG GIRL is pulled out of an open dumpster and carried
towards the waiting ambulance.  For a moment Vivian thinks
it's... no, Vivian turns grimly away.

Vivian surveys the dark street.  And suddenly sees who's she's
looking for.  Walks.

EXT. HOLLYWOOD BLVD. - WIG SHOP - NIGHT

We SEE a young, tough-looking MAN and WOMAN trying on wigs.
The STOREKEEPER is a man wearing a dress and wild wig.  The
girl, KIT, is around 18, is dark haired and thin.  The young
man, CARLOS, has his arm sloppily draped across Kit's shoulder.
They giggle about something, both obviously high.  Kit looks
up, bleary-eyed.  She stops.  Vivian is standing in front of
her.

			VIVIAN
	You spent it on drugs, didn't you?

			KIT
	Hi, Viv.  Carlos, you know my
	roommate, Viv.

			CARLOS
	Lookin' good, baby.

			VIVIAN
		(ignoring him)
	Did you blow it all, Kit?  Is it
	all gone?

			KIT
	Carlos had some great rock.

			VIVIAN
	I bet.
		(beat)
	That was our rent!

Carlos attempts to put an arm around Vivian's shoulders.

			CARLOS
	Calm down, Chica.

Vivian throws him off.

			CARLOS
	Ey!  What is it you wan', baby?
	I can fix you up.

			VIVIAN
	Beat it, scum bucket!

			CARLOS
	You kiss your mother with that
	mouth?  Your frien' still owes
	me 200.

			VIVIAN
		(to Kit)
	Let's go.

Skateboard appears suddenly, blocking Vivian and Kit's path.

			VIVIAN
	Get out of my face or I'll have
	those cops on your ass in two
	seconds.

Carlos glares at her.  He looks down toward the lights of the
cop cars.  One of the POLICEMEN looks towards them, curiously.
Vivian waves at the cop.

			CARLOS
		(threatening to Vivian)
	Don't take no dates tonight,
	chica, you got one with me.

Vivian grabs Kit by the arm and pulls her across the Boulevard.

INT. FALAFEL STAND - NIGHT

Vivian and Kit sit at a table sipping tea.  Vivian is still
mad at her.

			VIVIAN
	We worked for that money.  We
	were gonna put together enough
	to get out of that dump we live
	in, get off this street.

			KIT
	Viv... don't be stupid.  We're
	whores.

Vivian looks like she wants to weep.  Or scream.  She does
neither.  She slowly nods.  Kit's sorry she said that.

			KIT (cont'd)
	So I blew our stash.  We could
	make it all back with one good
	night on the streets.

			VIVIAN
	I just saw somebody pulled out
	of a dumpster.  I wonder how much
	she made tonight?

			KIT
	Don't be mad at me.  I'll pay
	you back.  I promise.

			VIVIAN
	I thought you were giving up that
	drug shit.

			KIT
	I will.  I'm trying.
		(a beat)
	Meanwhile I got some crack left,
	you wanna get high?

			VIVIAN
	No, let's go to work.  Okay?

			KIT
	Okay.
		(then touches her hand)
	I'm sorry I said your dream was
	stupid.

EXT. HOLLYWOOD BLVD. - NIGHT

Edward's Ferrari turns onto Hollywood Blvd., finally out of
the Hollywood Hills.

EXT. HOLLYWOOD BLVD. - NIGHT

Vivian and Kit are out trying to hustle John's in passing cars.
Vivian strikes a sexy pose at the bus stop.  Kit is talking to
another prostitute, RACHEL.

			KIT
	No no, honey.  You see these
	stars on the sidewalk.  Me and
	Vivian work from Don Ameche all
	the way up to Roy Rogers.
	This is our office.  We got
	seniority.  Get off our corner.

			RACHEL
	I was just taking a rest here.
	Besides, she's new.
		(points to Vivian)

			KIT
	But I'm old.  Go rest up by Monty
	Hall or Debra Paget where you
	belong.

Rachel walks off.

			VIVIAN
		(looks at passing cars)
	Looks slow tonight.

			KIT
	Maybe we should get a pimp.
	Carlos likes you and --

			VIVIAN
	Forget it.  We work for it.  We
	keep it.

They keep hustling.

			KIT
	I can't handle this tonight.
	I'm going home.

			VIVIAN
		(stares at her)
	That crack is burning a hole in
	your pocket.  There isn't even
	milk in the fridge.  The rent's
	due.  Now come on --

EXT. HOLLYWOOD BLVD. - ANGLE ON FERRARI - NIGHT

			KIT (O.S.)
		(suddenly)
	Hey, hey -- There's a rent.

EXT. HOLLYWOOD BLVD. - BACK TO SCENE - NIGHT

			VIVIAN
	He's not gonna want us.

The Ferrari goes by and stops.

			EDWARD
		(calls out to Vivian)
	Excuse me.

			KIT
		(excited)
	Don't take less than a hundred.
	You look hot tonight.  And
	remember, don't mouth off.  They
	don't like that.

			VIVIAN
	Okay.  Go home.  But take it easy
	on that shit.

Kit gives Vivian a quick hug.

			KIT
	You're the greatest.  I'll wait
	up for you.

And then Kit is off, moving quickly away.  Vivian turns.  She
stares at the Ferrari, loathing it and all it represents.  And
then it's as if Vivian turns a switch.  She fluffs her mane of
hair, throws her shoulders back, thrusting her breasts out and
sashays towards the car, a sexy, friendly smile on her face.

In the driver's seat of the Ferrari, Edward is looking furious
and distracted.  Vivian leans over the passenger window.

			VIVIAN
	Hey Sugar, you lookin' for a date?

			EDWARD
	What's that?

			VIVIAN
	You looking' for some company?

			EDWARD
	Uh, no.  How do I get to Beverly
	Hills?

			VIVIAN
	What?
		(dropping the come on)
	You gonna tell me you're lost?

			EDWARD
	Yes.

			VIVIAN
	Great.  What do I look like a
	tourguide?

Edward takes a good look at her.

			EDWARD
		(a beat)
	No, you look like a hooker.

			VIVIAN
	Actually, I'm a movie star out
	for a walk.

			EDWARD
	Good.  Can you tell me how to
	get to Beverly Hills?

			VIVIAN
	Sure.  For five bucks.

			EDWARD
	That's ridiculous.

			VIVIAN
	The price just went up to ten.

			EDWARD
	Why don't you just do it out of
	the kindness of your heart?

			VIVIAN
		(sweetly)
	Sit... and spin.

			EDWARD
	Sit-and-spin.
		(amused)
	Alright... why not?

He pulls out his money clip.

Vivian suddenly freezes.  On the sidewalk up ahead, Carlos and
Skateboard.  Carlos flashes an evil, menacing grin.  He motions
to Skateboard, they start forward.

			EDWARD
		(holding up a bill)
	You have change for a twenty.

Vivian pulls open the door of the car and jumps in.

			VIVIAN
	For twenty, Ill show you
	personal.  Drive.

Edward stares at her.  She smiles sweetly.

			VIVIAN (cont'd)
	Make a "U-ee".  Beverly Hills
	is the other way.

The Ferrari pulls away, passing Carlos on the sidewalk.

INT. FERRARI - MOVING - NIGHT

			VIVIAN
	Nice car.  Yours?

			EDWARD
		(as he grinds the
		 gears; wincing)
	No.

			VIVIAN
	Stolen?

			EDWARD
	Not exactly.

He smiles.  Vivian smiles back.

			VIVIAN
	Mind if I turn on some heat?

			EDWARD
	If you can figure it out, be my
	guest.

Vivian reaches out, turns on the heat.

			EDWARD
	Very good.  You're obviously
	mechanical.

			VIVIAN
		(laughs)
	You're not from L.A., huh?

			EDWARD
	New York.

			VIVIAN
	What motel you staying at?

			EDWARD
	Hotel.

			VIVIAN
	Okay, what hotel?

			EDWARD
	Regent Beverly Wilshire.  I bet
	you know it.

			VIVIAN
		(annoyed at his tone)
	Yeah, I peed in the fountain there
	once.  Give me a break.

Edward glances over, amused.  It hits him that she really is
an attractive girl.

			EDWARD
	What's your name?

			VIVIAN
	What do you want it to be?
		(a beat)
	Vivian, my name's Vivian.

			EDWARD
	You like being a hooker, Vivian?

			VIVIAN
	It pays.

			EDWARD
	So do day jobs.

			VIVIAN
		(sarcastic)
	Day jobs, yeah.  I've tried them.
		(a beat)
	Turn right.

EXT. SANTA MONICA BLVD. - NIGHT

The Ferrari glides along a seedy, West Hollywood section of
Santa Monica.

INT. FERRARI - MOVING - NIGHT

			EDWARD
	Must be dangerous.  Hooking.

			VIVIAN
	Tell me about it.  L.A. is
	suffering from a wacko epidemic.
	And who knows where half the guys
	I pick up have been.  I mean, I
	use condoms.  Always.  And I get
	checked out once a month at the
	free clinic.  Not only am I better
	in the sack than an amateur, I'm
	probably safer.

			EDWARD
	Very good.  You ought to have
	that printed up on your business
	card.

			VIVIAN
		(a moment)
	If you're making fun of me, I
	don't like it.

			EDWARD
	Sorry.  If I did, I didn't mean
	to.

Vivian unconsciously bites her fingernails.

			EDWARD
	Ugly habit, biting your nails.

			VIVIAN
	You don't know habits, you think
	this is ugly.

But she puts her hands in her lap.  She looks out the window.
She's safe from Carlos.

			VIVIAN
	Okay, pull over.  Let me out.
	I've got to get back to work.

Edward pulls the Ferrari to the curb and stops.

			VIVIAN (cont'd)
	Stay on this street and you'll
	hit Beverly Hills.

			EDWARD
	What do you charge for company,
	Vivian?

			VIVIAN
	Company would cost you... a
	hundred dollars.

			EDWARD
	For the whole night?

			VIVIAN
	For an hour.

			EDWARD
	You're joking.

			VIVIAN
	I never joke about money.

			EDWARD
	Neither do I.
		(a moment; amused)
	A hundred bucks an hour though.
	That's pretty stiff.

She reaches across the seat.  Her hand goes in his lap.

			VIVIAN
	No, but it's getting there.

			EDWARD
	Vivian, how much to put up with
	me for the entire night?

			VIVIAN
	You couldn't afford it.

Vivian starts to get out of the car.

			EDWARD
	Try me.

A moment.  Vivian's sexy smile comes on.

			VIVIAN
	Three hundred.

			EDWARD
	Fine.

			VIVIAN
	What's your name, lover.

			EDWARD
	Edward.  My name is Edward.

			VIVIAN
	Edward... you got it!

Edward gets out of the car.  Vivian looks at him confused.

			EDWARD
	Get in.  This side.

			VIVIAN
	What?

			EDWARD
	You know how to drive a stick?

Vivian moves around the car.

			VIVIAN
	Better believe it.

			EDWARD
	Then let's go.  It's worth 300
	just so I don't have to drive.

They get in the car.

INT. FERRARI - NIGHT

She starts the car, revs it.

			VIVIAN
	Here we go Edward.

EXT. HOLLYWOOD BLVD. - NIGHT

The Ferrari peels out, fishtails madly and SCREAMS up the
street.

EXT. REGENT BEVERLY WILSHIRE HOTEL - NIGHT

Thousands of tiny white lights sparkle along the walls of the
Regent Beverly Wilshire Hotel.  Bright flags are illuminated
by carefully placed spotlights.  The Ferrari SCREAMS into the
driveway and comes to a jarring stop by the front door.

INT. FERRARI - NIGHT

Edward takes a moment to get his breath.  He gestures toward
the back.

			EDWARD
	My raincoat's in the back.  Put
	it on.

			VIVIAN
	Why?

			EDWARD
	You may feel more comfortable.
	This is not the kind of place that
	rents rooms by the hour.

			VIVIAN
	You mean they don't have hookers.

			EDWARD
	Every place has hookers, but if
	this hotel has hookers, they don't
	look like they're...

			VIVIAN
	Off the boulevard.

			EDWARD
	Exactly.

INT. REGENT BEVERLY WILSHIRE HOTEL LOBBY - NIGHT

As they walk in, Vivian is tying the trenchcoat.

			VIVIAN
	Great.  Now I took like a hooker
	in a trenchcoat.

She looks up.  She stops in her tracks.  The lobby is bright
and spacious, filled with thick carved wood paneling.  Even at
this hour there is a great deal of activity.  MEN in business
suits and WOMEN in furs and jewels are passing by.  Vivian's
face quickly conceals the sudden awe she feels at the sight of
all this luxury.  Vivian matter of factly reaches out and takes
Edward's arm.

			VIVIAN
	So let's go.

Edward guides them across the lobby.  They reach the elevators
and go inside.

INT. HOTEL - ELEVATOR - NIGHT

The young ELEVATOR OPERATOR is dressed in a clean red uniform
that seems just a bit too tight.  As the elevator doors close
he nods toward Edward.

			OPERATOR
	Evening, sir.

			EDWARD
	Good evening.  Penthouse.

			VIVIAN
	Penthouse.  My, my.

She sees the operator glancing at her.

			VIVIAN
	The penthouse.  And step on it.

INT. HOTEL - HALLWAY - NIGHT

Edward and Vivian come out of the elevator into a hallway
leading to a single doorway with two heavy wood doors.  Edward
pulls out his key and unlocks the doors.  With a gentle push
the door slide open in unison.  Edward gestures to Vivian to
go inside.  She does.  Edward closes the doors behind her.

INT. HOTEL - PENTHOUSE - NIGHT

As Vivian steps into the room she has the sensation of falling
off the top of the building.  In front of her is a sunken living
room with massive windows revealing the sparkling lights of the
city below.  For the first time, she is speechless.  Edward
closes the door and walks past her down the steps to the living
room.  Edward picks up a phone.  Vivian checks out the room.

			EDWARD
		(into the phone)
	Room service.
		(to Vivian)
	What do you drink?

			VIVIAN
	Diet coke.

			EDWARD
		(into the phone)
	Send up a bottle of Crystal
	champagne.

			VIVIAN
	Can I have some chips?

			EDWARD
		(into the phone)
	-- and a bowl of strawberries.
	Thank you.

Vivian makes her way down the steps to the living room.  She
stares at the view.

			EDWARD
		(to Vivian)
	Impressed?

Vivian is impressed but she's not going to admit it.

			VIVIAN
	You kidding?  I come here all the
	time.  As a matter of fact they
	do rent this room by the hour.

Edward smiles.  He sits down in a comfortable chair and leans
back.  Vivian looks at him.

			VIVIAN (cont'd)
	Well, now that you have me for
	the night, what are you going to
	do with me?

			EDWARD
	Want to know something?  I don't
	quite know.  I hadn't planned
	this.

			VIVIAN
	Do you plan everything?

			EDWARD
		(a small smile)
	Always.

			VIVIAN
	Well, the meter's running, it's
	your money.  Speaking of which,
	cash'll do.  In advance.

			EDWARD
	Fair enough.

He rises.  Takes out his wallet.  Standing over her, he drops
THREE crisp, new hundred dollar bills in Vivian's lap.  She
picks up the bills, stares at them, trying not to be impressed.
She puts the money in her jacket.  She realizes Edward is
standing over her as if waiting.

She leans forward, reaches out to unzip his pants.  He abruptly
turns away.

			EDWARD
	Let's talk some more first.

			VIVIAN
	Right.
		(brightly)
	So!  In town on business?

			EDWARD
		(taking off his jacket)
	Uh-huh.

			VIVIAN
	Let me guess, you're a... lawyer.

			EDWARD
		(loosening his tie)
	And why do you say that?

			VIVIAN
		(a small smile)
	I dunno... you have that sharp,
	useless look.

Edward almost smiles.  He sits across from her again.

			EDWARD
	Sounds like you've known a lot
	of lawyers.

			VIVIAN
	I've known a lot of everybody.

A chime goes off to indicate there's someone at the door.

			EDWARD
	Champagne.

He starts to sit up.  Vivian motions for him to stay put.

			VIVIAN
	Hey.  I might as well make myself
	useful.

Edward sits back down.  Vivian waltzes up the steps and opens
the front door.  A WAITER comes into the room with a silver
cart; on it is a bucket of champagne and a covered bowl.

			WAITER
	Where would you like it?

			VIVIAN
	Where would we like it?

			EDWARD
	Where would we like it?  Here'll
	be fine.

The Waiter carries it down the steps and sets it in the middle
of the living room.  He turns and heads back up the stairs and
pauses near Vivian, staring.  Vivian stares back at him.

			VIVIAN
	What are you looking at?

The Waiter glances away uncomfortably and exits.  Vivian closes
the door behind him.  Vivian marches back down the stairs.

			EDWARD
	I think he wanted you to tip him.

			VIVIAN
	Tsk.  Excuse me, I didn't think
	he had change for a hundred.

Edward crosses to the silver stand.  Vivian watches with
interest as he twirls the champagne bottle in the ice bucket.

			VIVIAN (cont'd)
	You have a wife?  Girlfriend?

			EDWARD
	I have both.

Edward lifts the bottle out.  He deftly pops the cork on the
bottle without losing a drop of champagne.

			VIVIAN
	Where are they?  Shopping
	together?

			EDWARD
	They should be.  They're both good
	at it.

Edward pours the champagne into a single long stemmed glass and
hands one to Vivian.

			EDWARD (cont'd)
	My ex-wife lives in London in what
	used to be my home.
	My girlfriend is in New York
	moving out of my apartment even
	as we speak.  Cheers.

He drinks, nods approvingly.

			EDWARD
	It's a very good year.

			VIVIAN
	Oooh, thank god.

Edward laughs softly.  She sips it.  To her surprise, really
likes it.  Edward lifts a lid on a silver bowl to reveal a dozen
enormous strawberries.

			EDWARD
	Try a strawberry.

			VIVIAN
	Why?

			EDWARD
	Because they bring out the flavor
	of the champagne.

			VIVIAN
	Jesus, you act like you're
	seducing some Valley girl you
	picked up in a dance club.

			EDWARD
	Vivian... the meter's running...
	cooperate.

A moment.  She slowly eats a strawberry.  The juice of it stains
her lips.  Her eyes are like smoke as she takes a sensuous sip
of champagne, licks away the stain of the strawberry.  His eyes
haven't left her.

			EDWARD
		(softly)
	You really are a very beautiful
	girl.

			VIVIAN
		(husky-voiced)
	Just a romantic, that's you.

			EDWARD
	Yes...

Her mouth is so wet and inviting... he leans closer...

			VIVIAN
	Me too.

He's about to kiss her...

			VIVIAN (cont'd)
	Not on the lips.

He freezes.  She pulls his head down to her breast.

INT. PENTHOUSE BEDROOM - NIGHT

Edward and Vivian on the bed.  He is on his back, his shoulder
and head resting against the headboard.  She is astride him,
hands resting on his chest, rocking... in control, confident...
very much liking the fire she's kindled in his eyes.

INT. PENTHOUSE BEDROOM - CLOSE ANGLE ON THEIR FACES - NIGHT

			EDWARD
		(touching her breasts)
	What do you like?

			VIVIAN
	If I want you to turn me on I'll
	pay you three hundred.  Just lay
	back and let me drive.

Smiling, Vivian reaches behind her, touching him.  He tries not
to groan.  She's moving faster now.  Edward suddenly pulls her
violently to him, he rolls her over...

INT. PENTHOUSE BATHROOM - SHOWER - NIGHT

A heavy spray of water comes down upon Edward.  He stands there
quietly letting it wash over him.  He turns off the shower,
steps out of the stall, picks up a towel and dries himself.

INT. PENTHOUSE BEDROOM - NIGHT

Edward stares.  His expensive clothes are on the floor,
haphazardly dropped everywhere.  Vivian's clothes, as tattered
as they are, are neatly folded and piled on a chair.  The
incongruity of it touches Edward in a sad way.  He looks toward
the bed.  Vivian is fast asleep.  Her heavy makeup has long since
been rubbed off.  Asleep, her wary, smart-ass attitude is gone.

She looks like a sweet, gentle girl.  He stares at her a moment
longer.  He turns, goes into the living room.  Vivian opens her
eyes.  Through the open door she sees Edward sitting in a living
room chair.  He is reading contracts.

EXT. REGENT BEVERLY WILSHIRE HOTEL - MORNING

The sun is coming up as HOTEL EMPLOYEE hoses down the sidewalk
in front of the hotel.

INT. HOTEL LOBBY - MORNING

A WOMAN EMPLOYEE is vacuuming the lobby.  She sees something
and pauses.  She pulls a dead leaf from one of the potted
plants.

INT. HOTEL HALLWAY - MORNING

The elevator doors open and A WAITER rolls a cart out into the
hallway.  He takes it to the doors of the penthouse.  He rings
the bell.

			EDWARD (O.S.)
	It's open.

INT. PENTHOUSE LIVING ROOM - MORNING

The Waiter wheels in a table of food, coffee, champagne and
orange juice.  Edward dressed in suit pants, white shirt and
suspenders, stands in the living room talking into a cordless
phone.  Edward points the Waiter to the dining table.

			EDWARD
		(into the phone)
	Sorry.  Go ahead.

INT. STUCKEY'S HOUSE - MORNING - INTERCUT

William Stuckey is behind his desk.

			STUCKEY
	Kross knows we're after his
	company.  He wants to talk with
	you.  I don't think you should.

INT. PENTHOUSE LIVING ROOM - MORNING

The Waiter returns.  Edward signs the bill.  The Waiter exits.

			EDWARD
	I want to.

			STUCKEY
	Edward, if the three of us sit
	down together we might as well
	announce our plans in the Wall
	Street Journal.

			EDWARD
	I'll see him alone.  Everyone
	knows you're my muscle.  We'll
	make it social.  Tell Kross I'll
	meet him for dinner.  Tonight if
	you can arrange it.

			STUCKEY
	You shouldn't go alone.  He might
	claim that you tried to black mail
	him.

			EDWARD
	Bill, we're businessmen, not the
	damn mafia.  I'll see you in the
	office.  By the way, about your
	car...

			STUCKEY
	Oh, god, what?

			EDWARD
		(smiling)
	I'll bring it back.

Edward hangs up.  He pours a glass of orange juice and takes
a sip, thinking.  Something makes him turn.  Vivian, wearing
a monogrammed hotel terry robe, is standing uncertainly in the
bedroom doorway.

			EDWARD
	Good morning.

			VIVIAN
	You didn't wake me.  I'll be out
	of here in a minute.

			EDWARD
	No hurry.  Would you like some
	breakfast?

She's hungry and the breakfast looks great.

			VIVIAN
	Only if you do.

Edward sits.  Waits.  Vivian sits across from him.  Edward
serves them breakfast.

			EDWARD
	Did you sleep well?

			VIVIAN
	Yeah.  Too good.  I forgot where
	I was.

			EDWARD
	Occupational hazard?

She looks at him sharply, sees that he means no offense,
relaxes.

			VIVIAN
	Where'd you go?

			EDWARD
	I took the couch.  I had some work
	to do.
		(hesitating)
	About last night...

			VIVIAN
	Oooh, Baby, you were the best.
	I was beside myself.

			EDWARD
	Mmm, I could tell.

			VIVIAN
	I just hope it was worth three
	hundred bucks.

			EDWARD
	I'd say you give a good dollar
	value.

They share a small smile.  They eat.

			EDWARD
	Do you ever... enjoy it?

			VIVIAN
	I like guys if that's what you're
	asking.  Not that I trust'm.

			EDWARD
	No?  Why's that?

			VIVIAN
	"Occupational hazard".

A moment.  Edward chuckles.  Vivian grins.

			VIVIAN (cont'd)
	what do you do anyway?

			EDWARD
	I buy companies.

			VIVIAN
	No shit.  They expensive?

He almost smiles.  She almost smiles back.

			EDWARD
	The one I'm buying this week will
	cost around 150 million.

			VIVIAN
	... dollars?

He nods.  This time Vivian is impressed.

			VIVIAN (cont'd)
	You are major league, baby.  Your
	mother must be very proud.

Edward is oddly pleased at her reaction.

INT. PENTHOUSE BEDROOM - DAY

The closet door is open.  Edward reaches for a tie.  In the
closet are about a dozen expensive looking suits, shirts, shoes,
etc.  She follows him in.

			VIVIAN
	So what a ya do with the companies
	once you buy'm?

			EDWARD
		(fumbling with the tie)
	I sell them.

			VIVIAN
	What?  Why?

She undoes his knot and starts over.

			VIVIAN (cont'd)
	At ease, let me do that.  Part
	of the all night services.

			EDWARD
	By breaking up a company's assets
	--

			VIVIAN
	What are assets?

			EDWARD
	Vivian --

			VIVIAN
	C'mon, I might buy a company some
	day.

			EDWARD
	Assets are anything of value a
	company owns.  Sometimes the
	pieces are worth more than the
	whole.  By selling them off, I
	make a profit.

			VIVIAN
	Sorta like stealing cars and
	selling'm for parts, huh?

			EDWARD
	Not... quite.

			VIVIAN
	There, see?  Now the emblem is
	right in the middle of the knot.

			EDWARD
	Where'd you learn to do this?

			VIVIAN
		(sarcastic)
	I fucked the debate team in high
	school.  Tsk.  I had a grampa.
	He liked ties on Sundays.  You
	mind if I take a swim in your
	bathtub before I hit it?

			EDWARD
	Don't drown.

Vivian turns and heads toward the bathroom.  He follows her
into the bathroom.

INT. PENTHOUSE BATHROOM - DAY

Vivian turns on the water in the tub.  It fills the tub in a
torrential rush.

			VIVIAN
	You could hold a pep rally in
	here!

The phone on the marbled bathroom wall suddenly rings.  Edward
reaches for it.

			EDWARD
		(into the phone)
	Yes.

INT.  STUCKEY'S HOUSE - INTERCUT

Stuckey is walking around his desk.

			STUCKEY
	Edward, it's me.  Kross is all
	set for tonight.

INT. PENTHOUSE BATHROOM - DAY

Vivian stares curiously at the bidet.

			STUCKEY
	Listen, I gotta say this again,
	I don't like you going alone.

She turns it on.  The water hits her in the face.

			EDWARD
		(stifling a chuckle)
	I'm a big boy.

There are lotions and shampoos and bubblebaths on the edge of
the tub.  Vivian regards them like a kid in a candy shop.

			STUCKEY
	Let me at least get you a date.
	Keep it social.

Edward watches as Vivian smells some bubble bath.  She smiles.
Her eyes ask Edward if it's okay to...?  He nods.

			STUCKEY
	Edward, did you hear me?

			EDWARD
	I'm here.

			STUCKEY
	I know a lot of nice girls.

Vivian pours the bubblebath into the swirling water.  There's
something about the look on her face... the way she bites her
lower lip... curious, sensual...

			EDWARD
	I have one.

Edward hangs up the phone as Vivian curiously turns on the
television.  The sound blares.  She fumbles to turn it down.
Edward reaches over and turns it off.

			EDWARD
	All right.  How much for the week?

			VIVIAN
	What?

			EDWARD
	I'm in town until Saturday.

She look at him like he isn't speaking English.

			EDWARD
	Do-you-want-to-stay-here-
	for-the-week?

It takes Vivian a moment to respond.

			VIVIAN
	It'd cost you.

			EDWARD
	Of course.  How much?

			VIVIAN
	Five full nights... days too?

Edward nods.  Vivian hesitates... it's got to be enough to
really change things... She shoots for the moon again.

			VIVIAN
	Four thousand.

			EDWARD
	Vivian, may I point out five more
	nights at three hundred a night
	is only 1,500.

			VIVIAN
	But you want days too.

			EDWARD
	All right, two thousand.

			VIVIAN
	Three.

			EDWARD
	Done.

			VIVIAN
	Holy shit.

And then, quickly getting herself back together, she flips on
the sexy smile.

			VIVIAN (cont'd)
	Sugar, you got it.  I will treat
	you like a prince.  Anything,
	anyway you want.

			EDWARD
	I'm not just talking about sex.

			VIVIAN
	Look butthead, I'll treat you so
	nice you'll never want to let me
	go, okay?

			EDWARD
	Three thousand for five days.
	And Vivian, I will let you go.

INT. PENTHOUSE BEDROOM - MORNING

Edward comes out into the bedroom.  Vivian quickly follows.
They move through the bedroom into the living room.

			EDWARD
	I'll be out most of the day.

He reaches into his pocket for a money clip.  He peels off
bills.  He hands the cash to Vivian.

			EDWARD
	I want you to go out and buy some
	decent clothes.

Vivian's eyes go wide at the amount of money.

			EDWARD
	Nothing too flashy, not too sexy.
	Conservative.  Understand?

INT. PENTHOUSE ENTRANCE WAY - DAY

They're at the front door.

			VIVIAN
	Yeah, you want me to dress like
	your high class girlfriend.
	You're wasting your money though.
	All I'm gonna do is hang around
	the hotel.  As a matter of fact,
	I may never get out of that
	bathtub.

Edward opens the door, he starts to exit.  He turns back.

			EDWARD
	Think again.  I'm taking you out
	to an important dinner with me
	tonight.

The door closes in her face.

INT. OUTSIDE THE PENTHOUSE DOOR - DAY

			VIVIAN (O.S.)
		(from inside)
	What?  Are you crazy?

Edward smiles to himself.

			EDWARD
	Probably.

INT. PENTHOUSE BATHROOM - DAY

Vivian is stretched out in the hot bubble bath.  The TV is on.
She clicks the remote control in her hand.

			VIVIAN
	Three thousand...

She lies back into the soapy water and disappears.  She suddenly
pops back up, laughing.

			VIVIAN
	Three thousand!

A thought occurs to her.  She reaches for the cordless phone.
She dials.  She waits.  She is about to disconnect when the
phone is answered.

			KIT (O.S.)
	'Lo.

			VIVIAN
	Kit!  Where've you been?

			KIT (O.S.)
	I was asleep.  You woke me.  You
	okay?

			VIVIAN
	Kit, listen, the guy last night,
	the one in the Ferrari, I'm at
	this hotel, the Regent Beverly
	Wilshire, it's this absolutely
	unbelievable place and he's hired
	me for a whole week and Kit,
	listen, he's paying me three
	thousand bucks!  We can get out
	of the apartment.  We can get out
	of this town.  We can do anything!
		(silence)
	Kit?  Hey, you there?

			KIT (O.S.)
	Why'd he want you?

That hurts.  Perhaps because Vivian's been wondering the same
thing.

			VIVIAN
	He... he just does.

			KIT (O.S.)
	I'm sorry, Viv'.  Carlos has been
	on my back.
		(a beat)
	Did you get the money up front
	like I taught ya'?

			VIVIAN
	Three hundred for last night and
	he gave me extra to buy some
	clothes.  Now listen, I'm gonna
	leave an envelope for you at the
	front desk.
	Give me two hundred to the scum
	bucket and the other hundred to
	that asshole landlord for part
	of the rent.  Spend it on drugs
	and I'll pull your hair out.

			KIT
	I'm getting dressed now.  I'll
	be over.  Bye.

			VIVIAN
	Hey Kit, where do I go for the
	clothes?  Good stuff on him.

			KIT (O.S.)
		(brightening)
	In Beverly Hills?

			VIVIAN
	Yeah.

			KIT (O.S.)
	Baby!  Rodeo Drive.

INT. HOTEL LOBBY - DAY

Vivian comes out of the elevator and crosses the lobby.  She
is back in her hooker clothes.  She leaves an envelope at the
front desk.

MR. THOMAS, the prim, middle-aged hotel manager, steps out from
his office.  He stares in surprise and displeasure as he sees
Vivian exit out the front door.  Vivian doesn't notice the odd
stares she gets from two well-dressed MIDDLE-AGED WOMEN who are
just entering.

EXT. RODEO DRIVE - DAY

Vivian is looking wide-eyed and delighted and yes, more than
a bit overwhelmed.  She passes store windows... and MORE STORE
WINDOWS... and still MORE STORE WINDOWS.  Each display is more
beautiful and expensive than the one before.

Vivian is also aware that she is getting odd looks.  From
PASSERBY'S.  Two beautiful dressed GIRLS her own age look at
her, turn away and giggle.  The uniformed GUARDS that stand at
attention in front of many of the stores, stare at her
suspiciously.

Feeling more and more uncomfortable, Vivian comes to a posh
woman's boutique.  She hesitates for a moment.  She enters.

INT. BOUTIQUE - DAY

Vivian is no sooner in the door than she is subject to the
disapproving stare of a SALESWOMAN standing behind the counter.

			SALESWOMAN
		(cooly)
	May I help you?

			VIVIAN
	I'm just looking, thanks.

Vivian tiptoes through the shop as if it was filled with
delicate glass objects.  She cautiously examines a dress.  The
Saleswoman quickly comes around the counter and approaches her.

			SALESWOMAN
	Are you looking for something in
	particular?

			VIVIAN
	Yes.  Something... conservative.

			SALESWOMAN
	Yes...

Vivian eyes the Saleswoman, puzzled at her tone.  She examines
a dress.

			VIVIAN
	You have beautiful things.
		(no reply)
	How much is this?

			SALESWOMAN
	I don't think it would fit you.

			VIVIAN
		(beginning to get the
		 drift)
	I didn't ask if it would fit.
	I asked how much it was.

			SALESWOMAN
	It's very expensive.

Vivian's body tenses as she stares at the Saleswoman.

			VIVIAN
	What is with you?

			SALESWOMAN
		(unblinking)
	Excuse me?

			VIVIAN
	I'm going to spend money.

			SALESWOMAN
	I don't think we have anything
	for you here.  You're obviously
	in the wrong place.

Vivian is speechless.  She turns and stomps toward the door.
She stops and spins around staring at the Saleswoman.  Vivian
flips her off.  She throws the door open and storms outside.
The Saleswoman calmly strolls back to her counter and returns
to her place.

EXT. RODEO DRIVE - DAY

Vivian comes out onto the street and stands, lost.  She takes
a deep breath, trying to control herself.  Two WOMEN, in elegant
designer outfits, stroll by, eyeing Vivian as if she were a
freak.  Vivian suddenly feels naked.  She turns and hurries
away.

INT. HOTEL LOBBY - DAY

Vivian enters the lobby, upset, nervous and paranoid.  She feels
an emptiness in her stomach at the sight of all the luxury
around her.  She hurries toward the elevators.

At the front desk, Mr. Thomas, once again spots her.  He crosses
the lobby and deftly cuts her off from the elevator.

			MR. THOMAS
	May I help you Miss?

Vivian stops, practically shaking with terror.

			VIVIAN
	I'm just going to my room.

			MR. THOMAS
	You're a guest here?

			VIVIAN
	I'm -- I'm with a friend.

			MR. THOMAS
	And who is that?

			VIVIAN
	I... Edward...

Vivian's face is filled with confusion.  She doesn't know his
name.  The elevator doors open behind them.  She spots the
Operator.

			VIVIAN
		(blurting it out)
	He knows me.

Mr. Thomas turns and eyes the Operator curiously.  The Operator
looks back at them innocently.  With a smooth gesture Mr. Thomas
waves the Operator over.

			MR. THOMAS
	Do you know this young lady?

The Operator nods.

			OPERATOR
	She's with Mr. Harris.

			MR. THOMAS
		(surprised)
	Mr. Harris?

			OPERATOR
	She apparently joined him last
	night.

Mr. Thomas waves the Operator away.

			MR. THOMAS
	Why don't you come with me.  We'll
	chat for just a moment.

He takes Vivian gently but firmly by the arm and leads her off.

INT. HOTEL OFFICE - DAY

In a richly furnished office, Mr. Thomas places Vivian in a
comfortable chair and then leans against the edge of his desk.

			MR. THOMAS
	What's your name?

			VIVIAN
	Vivian.

			MR. THOMAS
	Miss Vivian... things that go
	on in other hotels don't happen
	at the Regent Beverly Wilshire.

Vivian says nothing.

			MR. THOMAS (cont'd)
	Mr. Harris, however, is a very
	special customer.  And we like
	to think of our special customers
	as friends.  As a customer, we
	would expect Mr. Harris to sign
	in any additional guests.  But
	as a friend, we're willing to
	overlook it, I'm assuming you're
	a... relative?

Vivian finds herself nodding.

			MR. THOMAS (cont'd)
	I thought so.  You must be his...?

			VIVIAN
	Niece?

			MR. THOMAS
	Of course.  Naturally when Mr.
	Harris leaves, I won't see you
	in this hotel again.

Vivian bites her lower lip, nods.

			MR. THOMAS (cont'd)
	Good.  We understand one another.
		(as a gentle
		 afterthought:)
	I would also encourage you to
	dress in a more appropriate
	manner.

Vivian's face screws up as she tries hard not to cry.

			VIVIAN
	That's what I was trying to do.

She can't help it, the tears come.  Vivian pulls out the money
Edward gave her.  She drops it on the desk.  It's a	moist-
looking wad now.

			VIVIAN (cont'd)
	I was trying to get some other
	clothes... but...
	they wouldn't... they made me feel
	like shit...

She can't go on.  Mr. Thomas politely glances at the money.
He unfolds it, smoothes it and hands it back to her.  He sighs.
He picks up the phone.  He dials.

			MR. THOMAS
		(into the phone)
	Women's clothing.
		(beat)
	Bridget, please.

Vivian is staring at him.

			MR. THOMAS (cont'd)
	Bridget, hello, this is Barnard
	Thomas over at the Regent Beverly
	Wilshire.  Well, thank you, that's
	flattering.  I'd like to ask a
	favor of you.  I'm going to send
	someone over.  Her name is Vivian.
	She's a guest of ours.  A very
	special guest.

He glances at Vivian.  With those simple words, he'd made her
feel better.

			MR. THOMAS (cont'd)
	She's from out of town and she
	needs a little help in dressing.
	Perhaps you could help her out.
	Thank you very much.  She'll be
	right over.

He sets the phone down and smiles patronizingly at Vivian.

			MR. THOMAS (cont'd)
	There you are.  If you have any
	other problems, come ask for me
	personally.  I'm Mr. Thomas.

			VIVIAN
	Barney.

She smiles mischievously.

EXT. FORT OF LOS ANGELES - DAY

A sleek corporate helicopter flies over the port.

EXT. BUILDING ROOFTOP - DAY

Edward, Vance, Stuckey and Jake walk toward the building's
edge.  They look out over the empty shipyard as Vance describes
it.

			VANCE
	Okay... this is the jewel in
	Kross's crown.  We can strip out
	all the heavy equipment.  Some
	of the cranes are very valuable
	overseas.  The Japanese are
	salivating for them.

			STUCKEY
	Prime industrial property
	straddling the Port of Long Beach
	and Los Angeles.  It gives me a
	hard-on.

Edward points toward one of the edges of the shipyard.

			EDWARD
	What's that long building over
	there?

			JAKE
	Storage, I think.

			EDWARD
	Not with those smokestacks it's
	not.

			VANCE
	Let me check.

Vance pulls out a notebook.

			JAKE
	The real estate possibilities
	are endless.  Most of the yard
	we'll just level.  I talked to
	a couple of developers, under the
	table, of course, and they said
	--

			EDWARD
	You what?

			JAKE
	I talked to some developers about
	the land.

			STUCKEY
	What kind of an idiot are you?
	You don't talk about this to
	anyone.

			JAKE
	They're close friends, they'd
	never breathe a word --

			STUCKEY
		(to Vance)
	Where did you dig this moron up?

			VANCE
	He's right, Jake, that was an
	incredibly stupid thing to do.
	It won't happen again, Edward.
	I'll pull him off the project
	immediately.

			EDWARD
	Don't bother.

			STUCKEY
	What!?

			EDWARD
	We don't have the time to bring
	someone new up to speed.
	Besides...
		(not unkindly, to Jake)
	You've already impressed everyone
	you need to, haven't you?

			JAKE
	It won't happen again, Mr. Harris.

Vance has found what he was looking for in his notebook.

			VANCE
	This is interesting.  That
	building is storage now, but it
	used to be a smelting plant.  They
	closed it down after World War
	II.

			EDWARD
	I want our lawyers to check into
	the toxic waste licences on them
	right away.  I want to know if the
	permits are still valid and what
	kind of limits are on them.

			STUCKEY
	Jesus, yes.  It's a long shot but
	if the permits are still in
	effect, they're worth a fortune.

He turns away.  The other follow Edward back toward the
stairs.

			EDWARD
	What time's diner tonight?

			STUCKEY
	Eight o'clock.  Kross is bringing
	his son.  Very bright kid, watch
	yourself with him.  Who's this
	girl you're taking?

			EDWARD
	No one you know.

INT. SAKS - SECOND FLOOR - DAY

The elevator opens and Vivian walks out and surveys the room
nervously.  She walks toward the women's clothing section.
BRIDGET, a large friendly woman, spots her and quickly
approaches.

			BRIDGET
	You must be Vivian.

Vivian nods.

			BRIDGET (cont'd)
	Let's look at you...

She steps back, regards Vivian with a professional eye.

			BRIDGET (cont'd)
	Where are you from, dear?

			VIVIAN
		(pause)
	Georgia.

			BRIDGET
	No wonder.  For starts, you should
	know that hot pants are horrid,
	even when you do have the legs
	to carry them off.  What are your
	plans while you're in town?

			VIVIAN
	Well... I might be going out to
	dinner.

			BRIDGET
	You'll want a cocktail dress
	then.  Turn.  You have a beautiful
	figure.  A little too out in the
	open but simply lovely.  Size six?
	Do you need shoes?

			VIVIAN
	I dunno.  Do thigh high, leather
	boots go with a cocktail dress?

			BRIDGET
		(calling out)
	Philip!  We'll need shoes!

Bridget leads Vivian towards the racks of clothes.  She pulls
out a dress.

			BRIDGET
	Your uncle will like this.

			VIVIAN
	He's not really my uncle.

			BRIDGET
	They never are, dear.

INT. HOTEL LOBBY - LATE AFTERNOON

Mr. Thomas is behind the desk.  He looks up.  Vivian is standing
there, a happy look on her face.  She holds up a garment bag.

			VIVIAN
	I got a dress.

			MR. THOMAS
		(dryly)
	I rather hoped you'd be wearing
	it.

			VIVIAN
	I didn't want to get it messed.
	I got shoes too.  Wanna see?

			MR. THOMAS
	That's all right.  I'm sure
	they're quite lovely.

			VIVIAN
	They were real nice to me there.
	They treated me, y'know... nice.
	Thanks, Barney.

Mr. Thomas tries not to wince at the familiarity.

			MR. THOMAS
	You're very welcome, Miss Vivian.

She smiles at him.  He watches as Vivian turns and walks toward
the elevator.  The provocative way her hips move just naturally
attracts the attention of a MALE PASSERBY.  And the white gloved
ELEVATOR MAN literally leaps to press the elevator button for
Vivian who rewards him with a happy smile.  Mr. Thomas sighs.

INT. PENTHOUSE - LATE AFTERNOON

The phone is ringing Vivian enters.  She hurries to pick it up.

			VIVIAN
	Hello?

The phone keeps ringing -- it has more than one line.  Vivian
frantically punches buttons.

			VIVIAN (cont'd)
	Hello?  What?  Hello?

INT. STUCKEY'S OFFICE - LATE AFTERNOON - INTERCUT

Edward is in a private office.

			EDWARD
	Never answer the phone.  Ever.

			VIVIAN
	Tsk, believe me, this will be the
	last time.

			EDWARD
	Did you buy some clothes?

			VIVIAN
	I got a dress, yeah.

			EDWARD
	Just one?  Christ... I hope it's
	appropriate.

			VIVIAN
	It's very tasteful.  I think
	you'll especially like the zipper
	in the crotch.
		(silence)
	I'm -- joking.

			EDWARD
	Let's hope so.  You'll get some
	more clothes tomorrow.  I'll be
	pushed for time so meet me in the
	hotel lobby at seven forty-five
	sharp.  Got it?

			VIVIAN
	No, I don't "got it".  Even the
	farmboys back in Georgia come to
	the door when they're taking you
	on a date.

			EDWARD
	This isn't a date.

			VIVIAN
	Go by yourself then.  Where you
	taking me anyway?

			EDWARD
	The Rex.

			VIVIAN
	Any good?

			EDWARD
	I think you'll approve.

			VIVIAN
	... all right.  I'll meet you in
	the lobby.  But only cause you're
	paying me to.

			EDWARD
	Thank you very much.

Vivian slowly sets the phone down.  The phone rings again.
Vivian, very carefully, punches the flashing button and picks
it up.

			VIVIAN
	Hello?

			EDWARD
	I thought I told you not to answer
	the phone.

			VIVIAN
	Oooh!

Edward hangs up.  He smiles to himself.

Vivian bites her fingernails, looking nervous.  The doorbell
RINGS.  Vivian looks up, startled.  She rises, moves to answer
it.

It's the Spanish MAID.  She nods politely at Vivian.

			MAID
	Housekeeping.  I come to turn
	down the bed.  5:00, I turn down
	the bed.

			VIVIAN
	What?

The Maid points to her hotel badge, trying to explain.

			MAID
	Housekeeping.  I come to turn
	down the bed.

			VIVIAN
	Okay.

The Maid enters.

			VIVIAN
	Is there a trick to it?

INT. PENTHOUSE BEDROOM - LATE AFTERNOON

The Maid turns down the bedspread.

			VIVIAN
	Is that all?  You just fold back
	the bedspread?

			MAID
	I also place las chocolates on
	the pillow.

			VIVIAN
	Oooh, I love those.

			MAID
	I leave extras, miss.

			VIVIAN
	Thanks!  Consuelo, are all rich
	people so lazy they can't do this
	on their own?

Consuelo shrugs.

INT. HOTEL LOBBY - LATE AFTERNOON

Mr. Thomas is still behind the desk, working when a soft voice
startles him.

			VIVIAN
	Barney.

He looks up.  He sighs.  Vivian still hasn't changed.

			MR. THOMAS
	What is it, Miss Vivian?

			VIVIAN
	Edward is taking me to some fancy
	place for dinner.  The Rex.  Ever
	been there?

			MR. THOMAS
	It's a bit beyond my... range,
	shall we say.

			VIVIAN
	Yeah, mine too.  Is it like,
	y'know, normal?

			MR. THOMAS
	I think you'll find it normal
	enough.

			VIVIAN
	Will I like it?

			MR. THOMAS
	You'll like it fine.

			VIVIAN
	Okay.  Thanks, Barney.  You're
	the best.

She turns away.

			MR. THOMAS
	Just mind which fork you use.

Vivian turns abruptly back, a horrified look on her face.

			VIVIAN
	Fork?

INT. HOTEL DINING ROOM - LATE AFTERNOON

CLOSE ANGLE - PLACESETTING

An elegant formal placesetting complete with a myriad of
different size forks, spoons, stacked china plates and crystal
glassware.

ANGLE ON MR. THOMAS AND VIVIAN

sit across from one another at a fully set table.

			MR. THOMAS
	In fifteen minutes I can teach
	you everything you need to know
	to dine with the Queen.  First,
	as you pick up the knife you shift
	your fork to the left hand.

			VIVIAN
	But I always eat like this.

			MR. THOMAS
	Either you're European or badly
	brought up.

			VIVIAN
	Hmmm... I vonder vich.
		(giggles)

			MR. THOMAS
	Actually, some of the richest
	people I know have the worst
	manners.  Of course, Mr. Harris,
	being of old money, knows his way
	around a table.  All right now,
	pay attention please.  Salad fork.

			VIVIAN
	What if they serve soup?

			MR. THOMAS
	They will serve salad.

			VIVIAN
	But what if they serve soup?

			MR. THOMAS
	Then you use your soup spoon.

			VIVIAN
		(smiles)
	I like steak.

			MR. THOMAS
		(picking up the
		 appropriate utensil)
	Then you would use your--

			VIVIAN
	Steak spoon!
		(laughs)

Mr. Thomas swallows his exasperation.

WE PULL BACK from their table to reveal the cavernous, empty
banquets room, each table is set and ready for the dinner
service.

			MR. THOMAS
	Miss Vivian --

			VIVIAN
	Maybe I'll just order a burger,
	Barney, that way I can eat with
	my hands.

			MR. THOMAS
	Miss Vivian... there's a salon
	here in the hotel.  Instead of
	worrying unnecessarily about table
	manners, why don't you just have
	your hair done instead?

			VIVIAN
	Professionally?

INT. SALON - LATE AFTERNOON

Vivian sits in a salon chair.  The last customer, THANE, a
young man of about twenty with his long hair pulled back in a
pony tail, tilts her head one way and then another, eyeing her
professionally.

			VIVIAN
	I have a friend who has a friend
	who does Cher's wigs.

			THANE
	I hate him already.
		(a beat)
	All set?

			VIVIAN
	Yeah... what a ya say we chop
	it all off and bleach the tips.

			THANE
	Darling?  Trust me.

INT. HOTEL LOBBY - EVENING

Edward enters and looks around the lobby.  No Vivian.  Annoyed.
Edward crosses to a house phone and picks it up.  He's about
to dial when:

			MR. THOMAS
	Good evening, Mr. Harris.

Edward looks at him blankly.

			MR. THOMAS
	Barnard Thomas, manager of the
	hotel.

			EDWARD
	Of course, yes.  If you'll excuse
	me just a moment --

			MR. THOMAS
	I have a message for you from your
	"niece", sir.

			EDWARD
	My what?

			MR. THOMAS
	The young lady staying in your
	room?

Edward's eyes narrow.  He hangs up the phone.

			EDWARD
	I think we both know she's not
	my niece.

Mr. Thomas looks uncomfortable.

			EDWARD (cont'd)
	Does this hotel have any problem
	with that?

			MR. THOMAS
	Mr. Harris, a guest of yours, is
	a guest of ours and shall be
	treated accordingly.  The young
	lady asked me to tell you that
	she is waiting for you in the
	lounge.

			EDWARD
	Thank you.

He starts towards the lounge.

			MR. THOMAS
	Very intriguing young woman, Miss
	Vivian.

His tone stops Edward in his tracks.

			MR. THOMAS (cont'd)
	Have a good evening, sir.

And off he goes, leaving Edward to wonder what the hell
transpired during the afternoon.

INT. HOTEL LOUNGE - NIGHT

Edward enters the lounge.  He looks around, not seeing Vivian.
And suddenly his eyes go back to... the beautiful girl with the
beautifully styled hair in the beautiful black cocktail dress
at the piano bar.  Edward tries to hide his surprise as Vivian
rises, moves elegantly towards him.  She smiles.

			VIVIAN
	You're late.

Such a beautiful woman deserves an apology and so, without
thinking:

			EDWARD
	I'm sorry.

			VIVIAN
	You're forgiven.

She waits expectantly.  He holds out an arm.  She takes it.

INT. REX RESTAURANT - NIGHT

Vivian comes out of the ladies room.  She walks forward past
the MAITRE'D'S station.  She stops.  She takes a breath... and
then walks forward.

INT. REX - ANOTHER ANGLE - LOOKING DOWN

Vivian moves down a marble starircase, through the elegant
restaurant toward a far table.  Her beauty and natural grace
draw approving stares.  She is like a queen moving through a
ballroom.

At a secluded table, Edward sits in conversation with two men.
JAMES KROSS, in his early 70's, a bulky self-made millionaire
industrialist.  Sitting next to him is his son and second in
command, DAVID KROSS, a handsome man in his early thirties.
All of them rise as Vivian comes to the table.  David Kross
holds out Vivian's chair for her.  Surprised, she nods her
thanks.  In front of her is an enormous placesetting.  She
smiles down at the utensils, filled with confidence.

Waiters have placed a delicate salad down in front of each of
them.  Vivian proudly reaches for her salad fork.  But then she
sees that Kross has picked up the fork closest to his plate and
is digging into his salad with that.

Vivian looks to see what Edward will do.  He doesn't seem
interested in eating yet.  Neither does David Kross.  Feeling
a sudden panic, Vivian puts her fork down.

			KROSS
	So young man, I understand you
	are trying to take over my
	company.

A moment.  The abruptness of the question takes Edward back for
a moment.  But then he almost smiles.

			EDWARD
	Please don't patronize me, Mr.
	Kross.  Our ages mean nothing
	here.

Kross and David look at each other.

			DAVID
	Mr. Harris, we know you've
	purchased at least twenty percent
	of our stock.  We also know you
	plan to file a formal bid for a
	majority share.

			EDWARD
	Twenty-five percent.

			KROSS
	Mr. Harris, I built Kross
	Enterprises myself.  I know every
	man who ever worked there by his
	first name.  I know their wives...
	and their children.  If your
	intention is to take over my
	company and turn it into a
	glorified real estate deal, think
	again.

Edward, thankfully, now reaches for his salad fork and begins
to eat.  Relieved, Vivian picks up hers.  They all eat for a
moment.

			EDWARD
	What do you suggest, Mr. Kross?

WAITERS approach, some to clear the salad plates, some to put
down the next course.  Vivian, thinking she's got to finish,
quickly stuffs her mouth with the rest of her salad.  She is
reluctant to let the Waiter take her fork.

			KROSS
	What would it take to buy our
	stock back?  Name your price.

			EDWARD
	To get me in a mood to sell --
	double what I paid.  But your
	company doesn't have enough
	capital right now to buy anything.

			DAVID
	We're on the verge of closing
	a large navy contract.  Double
	is ridiculous but we can assure
	you a healthy profit on your
	shares.  We would give you a
	promissory note...

			EDWARD
	You're not getting any navy
	contracts.

Vivian can see that both father and son are stunned by this
news.

			DAVID
	There's no way you could know
	that.

			EDWARD
	But I do know.  I also know your
	lines of credit are over-extended.
	If I don't buy your company,
	someone else will...
		(looking up)
	Ah, the escargot.

Escargot are put down in front of everyone.  Vivian stares at
them dubiously.  She picks up what she assumes is the next
"right" fork.  She picks up a snail.  The two do not fit.
Flustered, she doesn't know what to do.  No one else seems to
be eating.  And now a Waiter comes and places escargot forks
at each place.  Vivian picks it up with a sigh of relief.

			VIVIAN
		(softly, to the Waiter)
	Scume me, what are these things?

			WAITER
		(bending to whisper)
	Escargot, mademoiselle.

			EDWARD
		(leaning close to
		 whisper)
	Snails.

Vivian stares at them, horrified.  She, like James and David
Kross, no longer seem interested in eating.  Edward eats with
pleasure.

			EDWARD
	Mr. Kross, I'm not here to sell
	you my stock.  On the contrary,
	I'm here to buy yours.

			KROSS
		(angry)
	You've got a lot of nerve.

			EDWARD
	No.  What I have is a lot of
	money.

			KROSS
	I know all about you, Mr. Harris.
	When you buy companies, they have
	a way of disappearing.  Even the
	pension funds are stripped clean.
	The last three companies you took
	over were cut up in so many
	pieces, widows were left without
	their retirement checks.

			EDWARD
		(calmly)
	What I did with those companies
	was perfectly legal.

			KROSS
	I don't question the legality
	of what you do.  It's your
	morality that makes me sick.  I
	will not allow my company to be
	raped by a man like you.

			EDWARD
		(angry now)
	It is not your company.  It's a
	public company.  And I am going
	to acquire it.  Either I buy from
	the other stock holders, or I buy
	from you.

Vivian struggles with her escargot.

			EDWARD (cont'd)
	I would suggest that you and your
	board cooperate with me, rather
	than fight a battle you don't have
	the ammunition to win.

Vivian suddenly ZINGS her snail across the table.  Everyone
looks to her.

			VIVIAN
	Slippery little suckers...

Kross rises.

			KROSS
	If you'll excuse me young lady,
	Mr. Harris...
		(turns to David)
	Deal with this, David, you know
	where we stand.  I need to go
	someplace and puke.

He rises.  He exits.

			DAVID
		(to Edward and Vivian)
	Men like my father built this
	country.  He was no saint.  He
	screwed people.  But for every
	guy he stepped on, he gave a
	hundred a good job.

Edward is silent.

			VIVIAN
	He seems like a nice man.

David looks at Vivian as if seeing her for the first time.

			EDWARD
	We can reach an understanding on
	this.

			DAVID
	I don't think so.  You should
	know we're going to fight you with
	every resource we have.

			EDWARD
	Do what you have to do.  I don't
	take it personally.

			DAVID
	I do.  I take it all very
	personally.
		(to Vivian)
	Very nice meeting you, Vivian.

David Kross gets up and leaves.  Vivian and Edward sit in
silence.

			EDWARD
		(a beat)
	And that's the way the game is
	played.

			VIVIAN
	Some game.  Screwin' some poor
	slob out of his retirement.

Edward says nothing.  But Vivian can see she's hit a nerve.

			VIVIAN
	Snails for dinner.  No wonder
	everybody is in such a bad mood.

A Waiter appears at the table.

			WAITER
	Are we ready for the next course,
	sir?

			EDWARD
	No.  Bring a check, please.

INT. PENTHOUSE LIVING ROOM - NIGHT

Edward's face is pensive and thoughtful as he stares out of
the glass window down at the city lights.  He quickly drains
his champagne glass.  Vivian moves to stand next to him.
She refills his glass from the bottle.

			EDWARD
	Thank you.

He drinks.  Silence.

			VIVIAN
	You're upset, huh?

			EDWARD
	Upset.  No.  I never get upset
	about business.

			VIVIAN
	You liked the guy, though.

			EDWARD
	Whether I liked him or not is
	irrelevant.  It's business.
	There's no emotion involved in
	business... if you want to
	survive.

			VIVIAN
		(excited)
	We're the exactly the same!  Kit
	keeps telling me don't get
	emotional when you turn tricks
	-- that's why no kissing -- it's
	too personal.
	The key is like you're saying,
	stay numb, don't get involved --
	when I'm with a guy, I'm a robot,
	I just do it.
		(realizing what she's
		 saying and quickly
		 recovers)
	Except with you.  At your price
	I give my all...

Edward laughs.

			VIVIAN (cont'd)
	Let's not talks about this heavy
	stuff.  Come on, relax.

Vivian comes up behind him.  She begins to rub his shoulders.

			EDWARD
	That... is very good.

A moment.  Edward is silent.  Turns him, unknots his tie,
unbuttons his collar.

			VIVIAN
	Know what we're gonna do in a
	little while then?  We're gonna
	call Domino's and have'm deliver
	a bigass pizza.  We're gonna eat
	it in bed.  We're gonna veg' out
	and watch television.

			EDWARD
	Television?

			VIVIAN
	Yeah, it's this box, it has
	pictures, sound.  You don't have
	to use your brain at all.

			EDWARD
	I have work to do.

			VIVIAN
	Uh-uh.  No work.

Smiling, she softly kisses his throat.

			VIVIAN (cont'd)
	See... what you haven't figured
	out yet...

She kissed his neck.  She fumbles with his belt.

			VIVIAN (cont'd)
	Is that while you're the boss
	everyplace else... I'm the one
	in charge here.

She kisses his chest.

			VIVIAN (cont'd)
	You... just think you are.

She starts to kneel down.  He stops her.  They stare at one
another for a moment.  He releases her.  She smiles.  She
starts to undress him.

INT. PENTHOUSE BEDROOM - MORNING

Vivian is asleep.  She turns over, slowly waking.  Her hand
goes out to touch Edward and encounters nothing but empty bed.
Vivian comes awake with a sudden start.  She look around
momentarily frightened, not sure where she is.  Sighing with
relief, she lies back down.  She sees Edward's American Express
card on the pillow next to her.

			EDWARD (O.S.)
	Wake up, Vivian.  Time to shop.

Edward comes out of the bathroom and moves toward the bed.
He is tying his tie.  Vivian sits up and ties it for him.  He
smiles at her.

			EDWARD
	I still don't understand why you
	only bought one dress.

			VIVIAN
	I wasn't as much fun as I
	thought it was going to be.

			EDWARD
	Why not?

			VIVIAN
	Well, you know those cold bitches
	that work in those stores and try
	to intimidate you?  It works.

			EDWARD
	Was someone rude to you?

			VIVIAN
	I had a little problem in one
	store.  I wasn't dressed right.
	I don't know what to say.  I don't
	belong there.  Maybe I'll just
	go back to Bridget.  She was cool.

			EDWARD
	Vivian, you belong wherever you
	are.  I don't care how you were
	dressed, they were the ones who
	were wrong, not you.

Edward sits on the bed.

			EDWARD (cont'd)
	People aren't going to respect
	you unless you respect yourself.
		(a beat)
	The next time someone is rude to
	you, you stare at them right here.

He softly touches her, right between the eyes.

			EDWARD (cont'd)
	It's an old trick I use,
	especially with bankers.  Works
	every time.  Will you try it?

			VIVIAN
		(confidently)
	Okay.

			EDWARD
	Good.

			VIVIAN
		(a beat)
	Come with me?

Edward looks at his watch.  Vivian covers it with her hand.

			VIVIAN
	Please.

INT. BOUTIQUE - DAY

A beautiful, chic women's shop.  The haughty SALESGIRL
approaches Vivian near a rack of dresses.  Edward hovers in the
b.g.

			VIVIAN
		(nervous)
	Hello.  Can you help me?

The Salesgirl looks Vivian up and down.  A Pause.  Vivian gives
her "the stare" and straightens up.  We see the Salesgirl's
reaction change.

			VIVIAN
		(confidently)
	I'm looking for a dress, nothing
	too flashy, not too sexy,
	conservative.  In a size six.

			SALESGIRL
		(uncomfortable under
		 Vivian's stare)
	Do... do you have a charge
	account with us?

Vivian smiles and draws out Edward's American Express card.
The Salesgirl nods and quickly moves to a rack of dresses to
find Vivian's size.

INT. BOUTIQUE - DAY - IN A SERIES OF CUTS

Vivian tries on different clothes under Edward and the
Salesgirl's supervision.

Vivian comes happily out of the dressing room wearing a low
cut, spangled and fringed outfit.  Edward shakes his hand.  The
Salesgirl holds a classic tweed ensemble over Vivian's outfit.
Vivian scowls.

			VIVIAN
		(sighing)
	I look like fucking Nancy Reagan.

INT. BOUTIQUE - ANOTHER ANGLE

The Salesgirl shows Edward clothes by Ann Taylor.  He turns
to find Vivian happily holding up a tiny, low cut leather dress.
Edward shakes his head in mock disapproval.  Vivian scowls.

INT. BOUTIQUE - ANOTHER ANGLE - LATER

Vivian is wearing an elegant pastel dress.  Edward is standing
at the store's bar, watching and talking on the telephone.

INT.  STUCKEY'S OFFICE - DAY - INTERCUT WITH EDWARD

Stuckey and Vance are pouring over stock reports, talking to
Edward on the speaker phone.

			VANCE
	Kross came out of his corner
	swinging.  He started buying up
	all available stock as soon as
	the market opened.

			EDWARD
		(almost to himself)
	He's a tough old son of a
	bitch...

Edward is watching Vivian.  She pulls the hem of her skirt up
to mid thigh.  She looks hopefully over to Edward.  Edward
shakes his head.

			VANCE
	It's up to ten and a quarter.

			EDWARD
	Offer nine and a half.  Bring
	them back down to earth.

			STUCKEY
	Goddamit!  Where is he getting
	the money to fight?

			EDWARD
	Someone's loaning it to him.
	Get on it right away.

			STUCKEY
	Our contract guys are working
	on the Kross pension funds.
	There's another forty million
	there.  We can bleed'm dry.

There is a sudden hesitation in Edward's eyes.  He watches as
Vivian tries on a hat.  She preens for him.  He smiles.

			EDWARD
		(to Vance & Stuckey)
	Put the pension funds on hold
	until I say otherwise.

			STUCKEY
		(surprised)
	We're letting them slide?

			EDWARD
	I want the treatment plant
	licenses to be top priority right
	now.

			STUCKEY
	But, Edward...

			EDWARD
	Do it.

Edward hangs up and takes a long look at Vivian.  She moves
to him.

			EDWARD
		(looks at his watch)
	You're on your own now, Vivian.
	I've got to get to work.  Be
	sensible and you can keep
	everything.  Spend too much and
	it all goes back.

Vivian hugs him again.

EXT. RODEO DRIVE - DAY

Vivian walks along Rodeo Drive.  She looks lovely in the pink
dress and new, white shoes.  A pretty, white hat is the final
touch.  She carries a bag containing her old clothes.  She stops
at a trashcan and ceremonially throws the offending items away.

INT. TORIE STEELE BOUTIQUE - SHOPPING MONTAGE

We SEES Vivian in each department within the store with
different SALESPEOPLE.  She happily and confidently tries on
a variety of dresses, hats, shoes, accesarries, etc.

1)  Vivian is in a dressing stall.  She tosses a dress out
to a waiting SALESWOMAN.

			VIVIAN
	Not me!

2)  A SALESWOMAN holds a long, purple evening gown.

			VIVIAN
		(imitating Bridget)
	Horrid!

3)  Vivian is admiring a pair of beautiful suede dress pumps.
Her attention is drawn to the SALESMEN'S exotic hand-painted
tie.

			VIVIAN
	Where'd you get your tie?

4)  Vivian stands in front of an enormous tie rack with the
Salesman, a dozen wild, swirling designed ties are hanging over
his outstretched arm.  Vivian picks out the brightest one and
smiles.

EXT. RODEO DRIVE - DAY

Vivian's arms are filled with clothing boxes and bags.  She
feels like she owns the block.  A well-dressed MAN passes by,
smiling politely.  Vivian's nose lifts as she happily ignores
him.

Suddenly Vivian stops.  She's about to pass the shop she was
thrown out of.  Vivian takes a breath and enters the shop.

INT. BOUTIQUE - DAY

Vivian enters.  The moment she steps through the door, Vivian's
courage leaves her.

The saleswoman is waiting on a CUSTOMER.

			SALESWOMAN
		(to the customer)
	Isn't this lovely?  I think it
	would look wonderful on you.

Vivian musters her courage.  She takes a deep breath and starts
forward.

			SALESWOMAN
		(to her customer)
	Would you like to try it on?

			VIVIAN
	'Scume me.

Both the saleswoman and her customer look up.  The saleswoman
smiles pleasantly.

			SALESWOMAN
	Yes?

			VIVIAN
	Do you remember me?

			SALESWOMAN
	No, I'm sorry, I don't.

			VIVIAN
	I was in here yesterday.

Vivian slowly raises her middle finger.  The recognition starts
to dawn in the saleswoman's eyes.  Vivian's courage begins to
return.

			VIVIAN
	Yeah.  That's right.  It's me.
	I want you to know something.
	You made me feel terrible. I
	wasn't dressed right and you said
	I didn't belong here.  Well, I
	do.  You're the one that was
	wrong, not me.  And I want to tell
	you something else.  I'm never
	gonna shop here again as long as
	I live.

And with that, Vivian turns and walks out.

The saleswoman is stunned.  A beat.  The customer thrusts the
dress into the saleswoman's arm as if offended by Vivian's
speech and leaves the store also.

INT. HOTEL LOBBY - DAY

Mr. Thomas looks up from the desk.  And stares.  Vivian and a
BELLHOP stroll through the hotel entrance and across the hotel
lobby to the elevator.  The bellhop's arms are packed with boxes
and shopping bags.  Mr. Thomas can't help it.  He smiles to
himself.

INT. PENTHOUSE LIVING ROOM - DAY

Vivian opens the front door for the Bellhop who carries in her
packages.  She motions for him to place them on the couch.  He
does.  Vivian happily tips him with a five dollar bill.  He
exits.  The door closes.

			VIVIAN
	Wheee!!!

Vivian does a giddy spin and falls onto the couch.

INT. BROKERAGE HOUSE MEETING ROOM - DAY

Stuckey enters.  Edward is standing at the end of a long
meeting table.  He is serving himself coffee from a tray.

			STUCKEY
		(gloating)
	You were right.  Kross mortgaged
	everything he has down to his
	grandson's college tuition to
	secure loans from a bank.  Not
	just any bank.  One we do business
	with.

Edward just sips his coffee.

			STUCKEY (cont'd)
	It goes without saying that your
	business means a great deal more
	to them than our friend Kross's.
		(a beat)
	All you have to do is make a call.

Edward is silent.  Stuckey is again surprised.

			STUCKEY
	Excuse me for saying this but what
	is wrong with you this week?
	First, you go soft on the pension
	funds.  Now, you're giving him
	the chance to get away?  As of
	two minutes ago, you are committed
	to the tune of over fifty million
	dollars --

			EDWARD
	Come on, Bill, don't talk to me
	about how much money's involved.
	It's my money.

			STUCKEY
	And some of it's mine.  Edward,
	his jugular's exposed.

Edward hesitates.  Then:

			EDWARD
	Get the bank on the phone for me.

INT. PENTHOUSE - EVENING

Edward enters.  He closes the door.  He turns.  And stops.  A
beautiful, candlelit, food laden table has been set up in the
middle of the room.  Champagne and wine chills in a bucket.
A fire burns in the fireplace.  Music is playing.

			VIVIAN (O.S.)
	Hi.

Edward turns.  And stares again.  Vivian stands in the bedroom
doorway.  She is wearing an exquisite silk dressing gown.  She
looks incredibly beautiful.

			VIVIAN
	I thought maybe you'd like dinner.

			EDWARD
	Thank you.  I would.
		(he fingers her dressing
		 gown)
	Nice.

			VIVIAN
	Wait till you see what I have
	on underneath.

			EDWARD
	Please.

She opens the dressing gown.  What she has on underneath is
absolutely nothing.  Edward crosses to her.  Taking her in his
arms, he lifts her up and kisses her breasts.

			VIVIAN
	What about dinner?

			EDWARD
	Dinner can wait.

INT. PENTHOUSE BATHROOM - NIGHT

The bathroom is lit by candles.  Vivian and Edward are in the
marble tub.  Vivian sits behind Edward.  She lazily washes his
shoulders and back with a large sponge.

			VIVIAN
	You always been rich?

			EDWARD
	No.

			VIVIAN
	Seems like it.  I guess it's easy
	to get used to, huh?

			EDWARD
	Easier than learning how to be
	poor.
		(a moment; and then:)
	My father's family was wealthy.
	When I was young there were cars
	and houses, private schools,
	nannies.  But then my father
	divorced my mother to marry
	another woman.  And he took his
	money with him.

Silence.

			VIVIAN
	Keep talkin'.  I like hearin'.

			EDWARD
	Not much to tell.  I went to
	public school.  Went to
	university on scholarship.  Went
	to work for an investment firm.
	In eight years I owned it.
		(and then; growing very
		 quiet)
	My father was chairman of the
	board of the third company I ever
	went after.  I swallowed that
	company and shit out the pieces.
	One of the pieces was him.

Vivian softly traces small patterns on Edward's shoulders with
a finger.

			VIVIAN
	You still mad at'm?

			EDWARD
	He died a long time ago.

She gently rests her head on his back.

EXT. HOTEL ROOM - DAY

PANNING BELLIES  People are sunbathing by the pool.
Overweight... lobster red... old and stretch-marked... fishy
white... and then gorgeous.  The gorgeous is Vivian.  She is
wearing a miniscule bikini and sunglasses.

			WAITER (O.S.)
	Miss Vivian?

She looks up.  A young WAITER, looking a little dry-mouthed at
the sight of her, is holding a telephone.

			WAITER
	You have a call.  Mr. Harris.

			VIVIAN
		(taking the phone)
	Hi, baby.
		(a moment)
	I'll be ready.  Bye.

She hangs up.  She looks at the Waiter, confused.

			VIVIAN
	What do you wear to polo?

EXT. THE LOS ANGELES EQUESTRIAN CENTER - LATE AFTERNOON

Horses and riders crash and careen on the playing field.  An
enthusiastic crowd cheers.

DOWN OFF THE EDGE OF THE FIELD

a tailgate party using Cadillacs and Rolls Royces is in
progress.  Horses and riders thunder by a crowd of very
well-dressed, successful-looking people -- celebrities, execs,
socialites, aficionados -- most of whom ignore the game.  They
are there to see and be seen much more than to watch a polo
match.

EXT. EQUESTRIAN CENTER - LATER AFTERNOON

Vivian and Edward make their way towards the party.  Edward is
wearing his new tie.  Vivian is looking very chic and beautiful
in one of her new outfits.  Not that it's helping -- the place,
the people, the wealth -- everything here suddenly has her
overwhelmed.  She suddenly stops.

			VIVIAN
	You're really pushing it,
	bringing me here.

			EDWARD
	I think it's exciting.

			VIVIAN
	What id we run into someone I
	know?

			EDWARD
	I really doubt anyone here
	frequents Hollywood Boulevard.

			VIVIAN
	You did.

A VOICE calls out.

			STUCKEY (O.S.)
	Edward!

They turn.  William Stuckey is with a group of people.  He waves
them over.

			STUCKEY (cont'd)
	Come on!  Over here!

Edward takes Vivian's arm and leads her forward.

EXT. EQUESTRIAN CENTER - LATE AFTERNOON

Stuckey grins and shakes Edward's hand.

			STUCKEY
		(looking at Vivian)
	Well, well, well...

Vivian dislikes this guy on sight.  Dislikes the frosty looking
woman at his side.

			EDWARD
	Bill, I'd like you to meet Vivian.

			STUCKEY
		(holding out a hand;
		 smiling)
	Bill Stuckey, Vivian.  My wife,
	Elizabeth.

			VIVIAN
	Hi.

Elizabeth Stuckey stretches her thin lips in a cold smile.

			STUCKEY
	Lots of fun people here.  Let me
	get you two some champagne.

He moves quickly away.

			ELIZABETH STUCKEY
	Excuse me.

She moves to greet someone else.  Vivian and Edward survey the
milling CROWD.

			VIVIAN
		(sarcastic)
	Real genuine guy.

			EDWARD
	He's good at what he does.

			VIVIAN
	You could freeze ice on his wife's
	ass.  She anything like your ex?

			EDWARD
		(a small smile)
	Shall we mingle?

EXT. EQUESTRIAN CENTER - ON THE FIELD - LATE AFTERNOON

A goal is scored.

IN A SERIES OF CUTS

Edward watches and guides her, Vivian sips champagne and meets
and chats and wins over different PEOPLE.

EXT. EQUESTRIAN CENTER - ANOTHER ANGLE - LATE AFTERNOON

A group of PEOPLE.

			WOMAN
	I simply love your dress, Vivian.

			VIVIAN
	This old thing?

			WOMAN
	Of course, a figure like yours
	can wear anything.  You must work
	out constantly.

			VIVIAN
	I lead a very physical life.

			OLDER MAN
	Are you into running, Vivian?

			VIVIAN
	I'm into walking.  I walk a lot.

EXT. EQUESTRIAN CENTER - ANOTHER ANGLE - LATE AFTERNOON

In another group of PEOPLE.

			ANOTHER MAN
	You look awfully familiar, Vivian.
	Haven't we run into one another
	at the spa in La Costa?

			VIVIAN
	Well, I do often spa there.

EXT. EQUESTRIAN CENTER - ANOTHER ANGLE - LATE AFTERNOON

Edward and Elizabeth Stuckey watch Vivian laugh and chat with
a group of WOMEN.

			ELIZABETH STUCKEY
	Edward, she's marvelous.  Warm
	and witty and down to earth.

			EDWARD
		(with pleasure)
	She is, isn't she.

			ELIZABETH STUCKEY
	So unlike your usuals.  Where on
	earth did you find her?

Edward smiles enigmatically.  Taking an hors d'oeuvres off a
passing WAITERS's tray, he starts forward.

EXT. EQUESTRIAN CENTER - ANOTHER ANGLE - LATE AFTERNOON

			A WOMAN
	We're good together.  He has to
	admit it.  I've been just what
	he wants me to be.  I say the
	right things, I know the right
	people, I give wonderful parties.
	No question, no arguments, no
	embarrassments.  It works for both
	of us.

That makes Vivian think.  And then she smiles as she sees Edward
approaching.  Vivian moves to him.

			VIVIAN
	Edward, these women here, I don't
	think any of'm like the guys
	they're with.  They're just into
	it for the money.

			EDWARD
	I'm sure that's true for some of
	them.

			VIVIAN
	I thought I was the pro.  These
	women make me feel like an
	amateur.

			EDWARD
		(a beat)
	Ready to stomp sod?

EXT. EQUESTRIAN CENTER - ON THE FIELD - LATE AFTERNOON

IN A SERIES OF SHOTS TO MUSIC

The CROWD engages in sod stomping.  They drink champagne.  They
make a dance out of it.  They laugh.  Shoes get stuck in the
mud.  It's ludicrous -- these people in their suits and fancy
clothes, replacing divots and stepping over the horse shit.
In a corner of the field, grazing horses stare, seemingly in
disbelief.

Vivian is having a wonderful time.  And then, as she moves
towards the outside of the crowd she sees someone staring at
her from over among some of the riders and grazing horses.
David Kross smiles at Vivian.  She hesitates... and then she
crosses towards him.

EXT. EQUESTRIAN CENTER - ANOTHER ANGLE - LATE AFTERNOON

			DAVID KROSS
	Hi.

			VIVIAN
	Hi.  I never thought stomping
	in grass could be so much fun.

			DAVID
		(laughs)
	I like your hat.

			VIVIAN
	Huh?  Oh... yeah.  S'okay?
		(pleased; a moment)
	Uhm... how're... business things
	going.

			DAVID
	Let's not talk about it, it's too
	depressing.  Come on, I'll show
	you Thunder.

			VIVIAN
	Please, we hardly know each other.

			DAVID
	Thunder's a horse.  Come on.

EXT. EQUESTRIAN CENTER - ANOTHER ANGLE - LATE AFTERNOON

They approach the sweating mount.  David Kross caresses the
horses muzzle.

			DAVID
	Hey, big guy, you getting tired,
	yet?  I am.  This is Vivian.
		(a beat; and then:)
	You two been together long?  You
	and Edward?

			VIVIAN
	No.

			DAVID
	Hope to be?

To Vivian's surprise, the question causes a pang inside.

			VIVIAN
	It's... it's not like that.

			DAVID
	I see.  Well.  Maybe that means
	you'd have lunch with me sometime
	then.

Vivian is suddenly silent.  She looks away.

			DAVID (cont'd)
	I'm sorry, am I being too forward?

			VIVIAN
	You don't know anything about me.

			DAVID
	I'd like to find out.  You don't
	know anything about me either.
	That's why people have lunch.

But something holds Vivian back, a feeling.

EXT. EQUESTRIAN CENTER - IN THE CROWD - LATE AFTERNOON

William Stuckey turns... stops... stares.  He sees Vivian and
David Kross standing together.  He stares, his mind racing, and
anxious, angry look on his face.

EXT. EQUESTRIAN CENTER - LATE AFTERNOON

Stuckey has Edward off to the side.  He is talking to him in
a low, earnest voice.

			STUCKEY
	Fill me in on this.  How'd you
	and Vivian meet?

			EDWARD
	We just did.

			STUCKEY
		(grinning)
	Come on, you can tell me.  I sure
	would like to know where a guy
	runs into a girl as attractive
	as this.

			EDWARD
	The night I left your house, I
	was lost.  I was looking for
	directions.

			STUCKEY
	And you just happened to run into
	her.  Great.  What's she do?  She
	work?

			EDWARD
	Yes...

			STUCKEY
	Doing what?

			EDWARD
	Vivian's in sales.

			STUCKEY
	Sales, really?  That's great.
	What does she sell?

Edward's eyes narrow.

			EDWARD
	Why do you want to know?

			STUCKEY
	Hear me out.  I've known you a
	long time.  I see a difference
	in you this week.  Like that tie.
	I'm suddenly wondering if this
	girl's not the difference.
	Especially when I see her talking
	with David Kross.

EXT. EQUESTRIAN CENTER - ANGLE ON VIVIAN

Vivian turns away from the bar, now holding two glasses of
champagne.  She scans the crowd for Edward.

EXT. EQUESTRIAN CENTER - ANGLE ON EDWARD AND STUCKEY

			EDWARD
	She met him at dinner last
	night... I like this tie.

			STUCKEY
	So now they're best friends?
	Edward, this girl appears out of
	nowhere and now I see her talking
	to a guy whose company we're
	trying to buy.  It's too
	convenient.

			EDWARD
	You're being ridiculous.

			STUCKEY
	Industrial espionage is not
	ridiculous.  Edward, how do you
	know she hasn't attached herself
	to you so she can bring Kross back
	information?

			EDWARD
	Christ, Bill, she's not a spy,
	she's a hooker.  I picked her up
	off Hollywood Boulevard.

EXT. EQUESTRIAN CENTER - ANGLE ON VIVIAN

as she hear loud sudden LAUGHTER.  She turns.  She sees that
it's Stuckey laughing.  Smiling, Vivian starts towards them with
two glasses of champagne.

EXT. EQUESTRIAN CENTER - ANGLE ON STUCKEY AND EDWARD

			STUCKEY
	I swear to God, you are the only
	millionaire I ever heard of who'd
	go looking for a goddam bargain
	streetwalker!

Edward sees Vivian coming.

			EDWARD
	Let's drop it, shall we?

Edward turns.  He smiles gently as Vivian quietly approaches
and hands him his glass of champagne.

A group of BUSINESSMEN are standing a short distance away.
One of them calls out:

			MAN
	Edward!  May we have your opinion
	on something?

			EDWARD
		(to Vivian and Stuckey)
	Excuse me a moment.

He moves to join the group of men.  Stuckey gives Vivian a
broad smile.

			STUCKEY
	Having a good time, Vivian?

			VIVIAN
	Yeah.  Thanks.

			STUCKEY
	All this must be quite a change
	from Hollywood Boulevard.

Vivian looks as if she's been struck.

			VIVIAN
	What?

			STUCKEY
	It's okay.  Edward told me.  Your
	secret's safe with me.

Stuckey runs his hand up her arm.

			STUCKEY (cont'd)
	What do you charge, Vivian?
	Maybe you and I could get together
	after Edward leaves.

			VIVIAN
		(forcing a bitter smile)
	Yeah.  Sure.  Why not.  Call me
	at the Regent Beverly Wilshire.

			STUCKEY
	I just might do that.

He moves away.  Vivian turns.  Edward looks up from his
conversation, sees her looking at him.  He smiles, raises his
glass in a small toast.  A moment.  Vivian toasts him back.

INT. PENTHOUSE - NIGHT

They enter.  Edward switches on a light.  Vivian comes down the
steps into the room.  Edward follows after her.

			EDWARD
	You're awfully quiet.  You haven't
	said a word since the party.

As Edward touches her shoulder, Vivian suddenly spins and
explodes with anger.

			VIVIAN
	You asshole!  I can't believe what
	a --!

			EDWARD
	Vivian, what the --

Tears well in Vivian's eyes as she yells at him.

			VIVIAN
	Clean the slut up, take her out,
	huh?!  What are you trying to
	prove!?  I'm not a piece of meat
	for you to offer to your friends!

			EDWARD
	I don't know what you're talking
	about.

			VIVIAN
	I've been with stinking old men
	who've made me want to puke but
	I've never had anyone make me feel
	as dirty as you did tonight.

			EDWARD
	Would you please calm down.  Tell
	me what happened.

			VIVIAN
	Stuckey!  He wants an
	"appointment" with me after you
	leave.  You my pimp now or did
	he think that up on his own?

Edward looks guiltily away.

			EDWARD
	What was I supposed to do?
		(a beat)
	I told the truth.  Why should the
	truth upset you?  It's not as if
	you're from a convent.

			VIVIAN
	I want my fucking money.  I'm
	getting out of here.  I don't want
	anything more to do with you.

			EDWARD
	Can we talk about this?  Can you
	just try to calm down?

			VIVIAN
	Your goddamned friend, he thinks
	the only reason I'm with you is
	for the money.

A tear falls from Vivian's eyes.

			VIVIAN
		(defiantly)
	Well, it's true.  Just pay me
	what you owe me and I'm gone.

			EDWARD
	Vivian...

			VIVIAN
	Pay me!  Before I pick up this
	chair and smash your face in.

			EDWARD
	Fine.  I'm only here a couple
	of more days and I'm not going
	to spend them fighting with you.

			VIVIAN
	Fuck off.

			EDWARD
	I'll call you a cab.  If you want
	the clothes, pack them up.

Vivian stands quietly for a moment.  And then she turns and
walks into the bedroom.

INT. PENTHOUSE BEDROOM - NIGHT

Vivian starts roughly picking up her clothes in the dim light
of the bedroom.  As she does she starts crying.  With each item
of clothing the tears come down harder.  Edward appears at the
doorway.  His face is genuinely concerned.

			EDWARD
	Vivian... I'm sorry.  I wasn't
	prepared for questions about us.
	It was an idiotic and insensitive
	thing I did.  I should have known
	that it would hurt you.

			VIVIAN
	I'm not hurt.  It doesn't hurt
	you when somebody pisses on you,
	it just pissed you off.

			EDWARD
	I really am sorry.

Vivian lets the clothes fall from her arms.  Sobbing, she stands
limply.

			VIVIAN
	You hurt me.

Edward goes to her and wraps his arms around her shoulders.
She touches his hand.  He sits on the bed.  He pulls her to him
and wraps his arms around her, holds her tight.

			EDWARD
	I'll make it up to you.

INT. BROKERAGE HOUSE - DAY

Edward, carrying a briefcase, moves jauntily down a long
hallway.  Stuckey trails after him.

			STUCKEY
	This is no time to disappear.
	We're in too far.

			EDWARD
	Bill?  Stop panicking.  Kross
	isn't going anywhere and I don't
	need to spend the rest of the day
	watching his stock go down.  I'll
	be in the office tomorrow.

			STUCKEY
	Promise me you'll read those
	contracts by then.

			EDWARD
	Goodbye, Bill.

Stuckey stops.  He calls after Edward.

			STUCKEY
	Shit... By tomorrow, Edward!

Edward hurries on.

EXT. REGENT BEVERLY WILSHIRE - DAY

Edward exits out of his limo and walks to the front doors.

INT. HOTEL LOBBY - DAY

Edward smiles, moving jauntily to the elevators.  Mr. Thomas
at the front desk notices Edward's happy mood.

			MR. THOMAS
	Good afternoon, Mr. Harris.

			EDWARD
	Afternoon.

Edward's attention is taken by the glittering jewelry display
in the hotel jewelry store window.  He detours from the
elevators and moves to the window for a closer look.  He thinks
a moment and enters the jewelry store.

INT. PENTHOUSE - AFTERNOON

Vivian comes out of the bedroom into the living room wearing
an elegant red sequined evening dress.  She looks incredibly
beautiful.  She sees the phone.  A thought occurs to her and
going to it, she picks it up.  Waits.

			VIVIAN
	C'mon, Kit...

No answer.  She hears someone at the door.  She hangs up.
Edward enters.  He is carrying a small case.  He stops at the
sight of Vivian.

			VIVIAN
	Do I look okay?

			EDWARD
		(a small smile)
	Hmm... let's see... no, there's
	something missing.

He holds up the small case.

			VIVIAN
	What's that?

			EDWARD
	I don't want you to get too
	excited... these are on loan...
	however...

Vivian's jaw drops.  Edward is holding a diamond and ruby
necklace in his hands, holds it as if it might melt if he
breathed too hard.  Edward behind Vivian, fastens the
necklace around her neck.

			EDWARD
	This is made for a princess.
	I think she'd approve of you
	wearing it tonight.  There.
	Come look.

He leads her to a mirror.  She stares at her reflection.

			VIVIAN
	Edward, I can't.

			EDWARD
	Shush.  Of course you can.

			VIVIAN
	What if I lose it?

			EDWARD
	You won't.

			VIVIAN
	What if someone tries to steal
	it?

			EDWARD
	I'll guard them and you with my
	life.

EDT. BURBANK AIRPORT - DAY

A limo pulls onto the tarmac at Burbank Airport.  A PILOT in
a leather jacket and sunglasses hurries forward to open the limo
door.  Edward -- now wearing evening clothes -- and Vivian climbs
out of the limo.

			PILOT
	Your plane is ready to go, Mr.
	Harris.

			EDWARD
	Very good.

			VIVIAN
	Plane?

Taking her arm, Edward leads her across the tarmac.

			EDWARD
	You don't want to go all the way
	to San Francisco in a limousine,
	do you?  I don't.

			VIVIAN
	Where are you taking me!?

			EDWARD
	To meet some friends.  Rudolpho,
	a poet... Benoit, a landlord...
	Mimi, a flower maker...

			VIVIAN
	Huh?

			EDWARD
	The opera.

Up ahead is a waiting private jet, its engines already HUMMING.
She is speechless.  Edward grins, loving the look on her face.

EXT. BURBANK AIRPORT - DAY

The corporate jet takes off down the landing strip.

INT. CORPORATE JET - DAY

Edward and Vivian are alone in the passenger lounge of the jet.
Vivian can't believe the cabin.  It is a comfortable room
featuring a long couch that curves across two walls, built in
bar, television and stereo.  Edward is once again, going over
papers.

			VIVIAN
	I've never been on a plane
	before.

			EDWARD
	I'm glad you like it.  Now be
	quiet, I've really got to read
	these.

Vivian fluffs her hair up.  She makes a happy, excited growling
sound -- Rrrrr!  A wicked gleam comes to her eye.

She walks over to Edward and stands in front of him.  He looks
up.  She parts the thigh high slit in her gown to expose silken
quarters.  She begins to unfasten the garters one at a time.

			EDWARD
	Vivian, what do you think you're
	doing?

Edward watches silk stockings slide down Vivian's lovely legs.

			VIVIAN
	Being quiet.

She reaches out and gently caresses Edward's face.  Edward sets
down his papers.

EXT. SAN FRANCISCO - SUNSET

The setting sun casts an incredibly glow over the city and the
coast.

			VIVIAN (O.S.)
	You ever been in love with
	anyone?

INT. CORPORATE JET - SUNSET

Vivian is at the window, looking out.  She carefully puts her
earrings back on.  She stares, mesmerized by the skyline, the
golden gate bridge in the distance.  She turns.  Edward is
buttoning his shirt.  He is silent.

			VIVIAN
	Sorry.  You're not paying me to
	ask you question like that.

			EDWARD
	Vivian.  I'm paying you to be
	you.  Be you.
		(a beat)
	Have you?  Ever been in love with
	anyone?

			VIVIAN
	You mean, besides Elvis?
		(turning back to the
		 window)
	I'm a human being.  Sure.  Once.
	First time I ever ran away from
	home, I got as far as Atlanta.
	I met this boy.  He'd been with
	his parents on their way to
	Chicago.  They stopped at a gas
	station.  He went to the john.
	When he came back they'd split.
	We sorta started looking out for
	each other.  Aw, he was sweet.
	And boy, was he good looking,
	y'know, dark hair and eyes.
	The chicken hawks were on him all
	the time.  He hated that.
	Sometimes we'd find a safe place
	to crash nights and we'd curl up
	together and we'd talk about all
	these crazy things.  The two of
	us getting married someday.
	Having kids.  Stupid stuff.

			EDWARD
	What happened to him?

A moment.  Vivian shrugs.

			VIVIAN
	My father found me.  Dragged me
	home.  I don't know why, he never
	seemed to like me much when I was
	there.
		(a bitter smile)
	'Cept when he was drunk, then he
	liked me a whole lot.
		(a moment)
	I made it back to Atlanta a year
	later.  Andy was gone.

Silence.  Vivian stares out the window.

			VIVIAN
	Aw, but things sure look fine
	when you're sitting way up high.

Edward moves close to Vivian and putting an arm around her
shoulders, stares with her out at the view.  Vivian rests her
head against him.

EXT. SAN FRANCISCO OPERA HOUSE - NIGHT

An airport limo pulls to a stop in front of the San Francisco
Opera House.  The DRIVER walks around back and opens the
passenger door.  Edward emerges and helps Vivian out.

INT. S.F. OPERA HOUSE LOBBY - NIGHT

Edward puts his hand on Vivian's elbow as they walk through
the elegant lobby.

			EDWARD
	Some people say that opera is an
	acquired taste, but I don't
	believe it.  You can always tell
	when someone goes to the opera
	for the first time.  They either
	love it or hate it.  Those who
	love it will always love it; those
	who hate it might come to
	appreciate it, but they'll never
	truly love it.

Vivian is wide eyed as they walk past a beautifully lit
fountain with several graceful statues in its center.
Everywhere she looks she sees elegantly dressed WOMEN and
prosperous looking MEN.  It makes her nervous.  Without
realizing it, she raises a protective hand up to her necklace.
She looks as if she suspects someone is going to step up and
steal it.

			EDWARD
	Viv?  I really doubt if anyone
	here is going to try and grab it.

Vivian reluctantly lowers her hands.

INT. S.F. OPERA HOUSE LOBBY - ANOTHER ANGLE - NIGHT

A crowd of PEOPLE mill around the lobby, heading toward their
seats.  Vivian is aware of the looks she draws as she passes
-- curious, even envious looks from the WOMEN, appreciative
glances from the MEN.  Her hands again rises nervously to her
necklace.

			EDWARD
	They all think you look very
	beautiful, Vivian.

Vivian gives him a grateful look.  Relaxing, she lowers her hand
from the necklace.  With a flourish, he offers his arm.  She
takes it.  They start forward.

INT. S.F. OPERA HOUSE BOX - NIGHT

Edward and Vivian take their seats in a box high above the
stage.

			VIVIAN
	If it's in Italian, how will I
	know what they're saying?

			EDWARD
	I'll whisper some of the main
	parts of the story to you.  But
	you'll be surprised how much you
	understand.  The music conveys
	the story more powerfully than
	any words.

			VIVIAN
	But don't they have it in
	English?

			EDWARD
	Vivian, don't be afraid of what
	you don't know.  That's the fun
	of it.

The lights dim.

			VIVIAN
		(resigned)
	Okay.  Even if I hate it, I'm
	glad you brought me.

The orchestra begins to play.  Vivian's eyes focus intensely
on the stage, as if a new world is about to be revealed to her.

INT. S.F. OPERA HOUSE STATE - NIGHT

IN A MONTAGE OF IMAGES AND MUSIC - LA BOHEME is performed.

The lights from the stage dance across Vivian's face.  Edward
leans over to translate the tenor's aria.

			EDWARD
	What am I?  I am a poet.  Not
	a man of wealth but one rich in
	dreams.  You have come to replace
	my vanished dreams.  I dwell now
	only in your eyes.

The MUSIC ebbs and swells.  The sets and costumes change.  The
story continues.

Edward again leans close to Vivian.

			EDWARD
	And now she asks Rudolpho if he
	still thinks her beautiful --

Vivian raises a hand and gently covers Edward's mouth.  Her eyes
are fixed on the stage.  She doesn't need his help.

The emotions building inside Vivian swell as the music is
reaching its tragic climax.  Her lips tremble.  Her eyes fill
with tears.  Edward glances at her.  He studies her a long
moment, watching the emotions play unashamedly across her face.
Strangely moved, he takes Vivian's hand.

As the opera ends, they are both swept away by it.

INT. S.F. OPERA HOUSE BOX - NIGHT

As the lights come up, Vivian wipes off her tear-ruined
mascara.  She sighs, happy.  The WOMEN in the next box smile
at her.

			OLDER WOMAN
	Did you enjoy the opera, dear?

			VIVIAN
		(tearfully)
	It was so beautiful I just about
	pissed my pants.

Edward smiles at the now shocked looking Older Woman and he
and the still misty Vivian exit.

INT. CORPORATE JET - NIGHT - LATER

Edward and Vivian sit side by side.

			EDWARD
	If you'd gone on about how much
	you liked it, I'm not sure I'd
	have believed you.

			VIVIAN
	I more than liked it.

			EDWARD
	I know.  I'm glad.

			VIVIAN
	Did you?

			EDWARD
	Yes.  I've never enjoyed it more.
	Thank you.

Vivian looks at him a moment.  And then, leaning slowly forward
she kisses him gently on the mouth.  He looks at her surprise.
He puts his arms around her and kisses her back.  It is the
first time they've kissed and they make it very special.

EXT. CORPORATE JET - NIGHT

The plane flies in the night.  Back to L.A.

INT. REGENT BEVERLY WILSHIRE PENTHOUSE BEDROOM - NIGHT

IN A SERIES OF CROSS FADES Edward and Vivian make love.
Equally giving, equally taking.  No masks, no shields.

INT. PENTHOUSE BEDROOM - NIGHT - LATER

In the darkened bedroom, Edward and Vivian lie together.
Edward cradles Vivian.  Her back rests against his chest.  His
arm is over her body.

She takes Edward's hand in her hands and carefully examines
it; marveling at the fingers, the tiny hairs on the back.  She
gently kisses the palm.

			VIVIAN
	Love you...

She clutches Edward's hand tightly to her breast.  She closes
her eyes, ready to sleep now.

INT. PENTHOUSE BEDROOM - ANGLE ON EDWARD - NIGHT

His eyes open.  Vivian's whispered endearment has filled with
him with sudden confusion and uncertainty.  He stares into the
dark, wondering what to do with the woman in his arms.

INT. PENTHOUSE - OUTDOOR PATIO - MORNING

The phone rings.  Edward immediately reaches out and picks it
up.  He is dressed in a robe.  Breakfast is on the umbrella'd
table in front of him.

			EDWARD
	Yes?

INT.  STUCKEY'S HOME - LIBRARY- MORNING - INTERCUT

Stuckey, not even dressed yet, paces around his desk.

			STUCKEY
	Did I wake you?

			EDWARD
	I'm up.

			STUCKEY
	I had to call.  I jus got off
	the phone with James Kross.  Get
	this.  He wants to see you.
	Today.

			EDWARD
	Why?

			STUCKEY
	He wouldn't say.  Edward... I
	think we got him.  His nuts are
	on the block and we got him.
		(silence)
	You there?

			EDWARD
	Give me twenty minutes.

			STUCKEY
	We'll be there.  Listen, if he's
	really caving in, we'll go from
	there down to the office.  I want
	him to commit his stock to us this
	morning.

Edward hangs up.  His mind seems on other things.  He rises.

INT. PENTHOUSE BEDROOM - MORNING

Vivian is still asleep.  She is face down on the bed, the
sheets just covering her to her waist.  Edward stares down at
her.  He gently reaches out and runs a finger down the soft line
of her spine.  Vivian murmurs contentedly.

			VIVIAN
	Mmm.
		(opening her eyes;
		 looking at him)
	Hi.

Edward smiles at her softly.  And then:

			EDWARD
	Better get dressed.  We're having
	guests.

INT. PENTHOUSE BEDROOM - DAY

Vivian is wearing her yellow dress.  She stares at herself in
the bedroom mirror.  Her hair... her make-up... she realizes
how different she is now, realizes that she likes it.

Edward comes out of the bathroom.  He crosses to the closet
for a tie.

			VIVIAN
	Here.  Let me.

She comes over, starts to tie his tie for him.  He is very
aware of the closeness of her.  She smiles at him.  He smiles;
puts his hand on her stopping her for a moment.  Looking up,
she sees that he is serious now; no more jokes.  He releases
her hand.

			EDWARD
		(quietly)
	One more night and you're finally
	rid of me.

			VIVIAN
	Yeah, you've been pretty tough
	to take.

			EDWARD
	I have to go to New York
	tomorrow.

Vivian says nothing.

			EDWARD (cont'd)
	But I'll be back in Los Angeles.
	Soon.  I'd like to see you again.
	I thought we could work out
	something... An arrangement.

Vivian is silent.

			EDWARD (cont'd)
	I'll get you an apartment, buy
	you a car --

Vivian sighs, letting something go inside.  Finished with his
tie, she turns away.

			EDWARD (cont'd)
	What is it?

			VIVIAN
		(not unkindly)
	What else?  You gonna leave some
	cash by the bed when you pass
	through town?

			EDWARD
	It wouldn't be like that.  I want
	to get you off the street.  You'll
	have a different kind of life.
	What's wrong with that?

			VIVIAN
	I'm sorry.  That's very sweet,
	Edward, and I know you mean it...

She is silent.

			EDWARD
	Vivian, I've thought about this
	a lot.  This is the best solution.

			VIVIAN
		(shakes her head "no,"
		 then continues tying
		 his tie)
	When I was a little girl, my
	mother locked me in the attic when
	I was bad, which was pretty often.
	I'd stare out the window up there
	and make believe I was a princess
	trapped in the tower by the wicked
	queen.  Then suddenly a knight
	on a white horse with his bright
	colors flying would ride up.
	Rescue me from the tower, and then
	we'd ride off... but never, ever
	in all the times I had that dream
	did the knight say, "Come on baby,
	I'll put you up in a great condo."

She finished his tie.

			EDWARD
	Vivian, life's not a fairy tale.

			VIVIAN
		(softly; to herself)
	I know.
		(a beat)
	Hey, don't mind me.  I'm being
	stupid.
		(more)
	I'll think about it, okay?  It's
	a real good offer for a whore.

			EDWARD
	I've never treated you like a
	whore.

			VIVIAN
		(not mean)
	You just did.

The doorbell suddenly rings in the living room.

INT. PENTHOUSE LIVING ROOM - DAY

Edward enters the living room.  Vivian slowly enters behind
him.  Edward opens the front door.  Mr. Kross slowly enters.
He looks very old and tired; so much so that Edward has to mask
his surprise.

			KROSS
	Mr. Harris.

			EDWARD
	How are you, Mr. Kross.

			KROSS
	Not bad for a man who hasn't
	slept in four nights.  I'll get
	used to it.

An angry, reluctant looking David Kross is behind his father.
Stuckey brings up the rear.  Edward and David give one another
perfunctory nod.  Stuckey smugly winks at Edward.  Edward closes
the door and leads them all down the stairs.

Vivian is very troubled at Kross's appearance.  He gently nods
at Vivian.

			KROSS
	Young lady.

			VIVIAN
	Hello.
		(to David)
	Hi.

			DAVID
	Hello, Vivian.

			STUCKEY
	Let's not waste time here, shall
	we?  Mr. Kross, you said this
	morning, you wished to speak with
	Mr. Harris.  Mr. Harris is now
	listening.

Kross has to fight down his humiliation at Stuckey's tone.  He
turns to Edward.

			KROSS
	Yes.  I'm here to tell you that
	I've reconsidered my position on
	your acquisition offer.

			EDWARD
	Expected... offer.

			KROSS
	Of course, yes.  After the
	expected filing period is over,
	I'm going to recommend to the
	board that we accept your bid.

			EDWARD
		(a moment)
	You're making the right decision,
	sir.

Stuckey glances triumphantly at Edward.  He is surprised to
see that there doesn't seem to be any victory in Edward's face.
Edward is silent.  Kross interprets his silence as second
thoughts.

			KROSS
	I'll see you on one condition.
	I'm not so concerned for me but
	the people who have worked for
	me...

Vivian is disturbed watching this tired looking man.

			STUCKEY
		(quickly)
	They'll be taken care of.  Won't
	they, Edward?

Kross ignores Stuckey.  He looks to Edward.  Edward slowly
nods.

			KROSS
	I'll sign anything you want then.

			STUCKEY
	Today.

Kross nods tiredly.  His voice is very soft.

			KROSS
	Today.

Vivian abruptly turns and disappears into the bedroom,
obviously upset.  The men all watch her go.  Edward hesitates.
He turns to Kross:

			EDWARD
	Excuse me, please?

He heads to the bedroom.

INT. PENTHOUSE BEDROOM - DAY

Vivian is sitting on the bed, on the phone.

			VIVIAN
	Hello.  Is Kit DeLuca there?
	When she comes in will you have
	her call Vivian Wells at 560-30000.
	Yes.  Okay.

She hangs up as Edward comes in.

			VIVIAN
	What did you do to him?

			EDWARD
	What do you mean?

			VIVIAN
	Last time I saw him he was this
	strong guy.  Now he's beaten.
	And you liked him.

			EDWARD
	Vivian, I want you to listen to
	me.  The man realized that it
	would be better for his future
	and his son's future, if he
	cooperated.

			VIVIAN
	Right.

			EDWARD
	It's not your concern.  It's...
	business, that's all.

			VIVIAN
	Business.

			EDWARD
	Yes.  The man made a business
	decision.

			VIVIAN
	It's all just business to you.
	Him.  Me.  Your life.
	Everything's business.

			EDWARD
	It's what I do for a living.
	It's how I make money.

Silence.

			EDWARD
	I'll be back in a few hours.
	We'll talk about this later.

INT. PENTHOUSE LIVING ROOM - DAY

Edward enters the living room.  The men look at him
expectantly.

			EDWARD
	We'll continue this down at the
	office.

He heads for the door.

EXT. PENTHOUSE PATIO - DAY

Vivian stands at the railing, unhappily looking out at the city
beyond.  The phone RINGS.  She turns and hurries inside.

INT. PENTHOUSE LIVING ROOM - DAY

Vivian answers the phone.

			VIVIAN
	Lo?

INT. HOTEL LOBBY - DAY - INTERCUT

Mr. Thomas is standing behind the front desk, a rather strained
expression on his face.

			MR. THOMAS
	Barnard Thomas here.  Miss
	Vivian, I wonder if you might come
	down to the front desk.  There's
	someone here to see you.

			VIVIAN
	Me?

			MR. THOMAS
	I'd send them up, but sadly, I
	don't trust the young lady to find
	you on her own.

A hand reaches out and wrenches the phone away from Mr. Thomas.
Kit, heavy make-up, skimpy outfit, chewing gum, cigarette and
all, keeps her voice just below a bellow.

			KIT
	Viv?  Where are you, babe?
		(glaring at Mr. Thomas)
	The sphincter-police won't let
	me through.

INT. HOTEL LOUNGE - DAY

Kit finishes slurping on a big, frosty ice cream soda.  She
smacks her lips like a happy, little girl.  Vivian isn't having
anything.

			VIVIAN
	Yes, I'm glad you're clean but
	I've been calling and calling.

			KIT
	Was that you?

			VIVIAN
	Who did you think?

			KIT
	Carlos.  I still owe him two
	hundred bucks...

			VIVIAN
	Kit, I left that money for you
	days ago.

			KIT
	Yeah.  I just got it.

An OLDER COUPLE walk past the table.  They stare at Kit.

			KIT
	Fifty bucks, grampa.  For
	seventy-five, the wife can watch.

Horrified, the elderly couple hurry away.

			VIVIAN
	Kit...

			KIT
	Everybody keeps starin' at me.

			VIVIAN
	Yeah... I know what you mean.

			KIT
	What do you know?  You look good.
	All dressed up.
		(meaning it)
	You clean up real nice.
		(giggling)
	You sure don't fit in down on
	the Boulevard, lookin' like you
	do.  Not that you ever did anyway.

			VIVIAN
	You think I fit here where they
	just about chew your food for you?

			KIT
	Where do you fit?

Vivian is silent, then.

			VIVIAN
		(suddenly)
	I kissed him, Kit.  On the mouth.

			KIT
	Honey, you're not supposed to
	do that.

			VIVIAN
	I know.  I stopped pretending
	and started liking it with him
	for real.

			KIT
	Oh, my god, you mean it was good?

			VIVIAN
		(miserably)
	It was great.

			KIT
	Dummy.

			VIVIAN
	He wants to set me up in a place,
	give me some money.

			KIT
	I pray for that.

			VIVIAN
		(nods)
	All I'm doing is feeling lousy
	about it.  I don't know what to
	do.  What do I do, Kit?

			KIT
	Go for the bucks.

			VIVIAN
	I don't care about bucks.
		(a beat)
	I might love this guy.

			KIT
	Wow, are you in deep shit.
		(a sigh)
	You know he'll break your heart.

Vivian is silent again.

			KIT (cont'd)
	I blame myself here.  First time
	I laid eyes on ya', I knew you
	were too complicated to be a
	whore.

Vivian nods.  Her face is filled with confusion.

INT. BROKERAGE HOUSE - CONFERENCE ROOM - DAY

Edward stands at the window looking out.  There is something
about his somber demeanor that both reflects the look we've just
seen on Vivian and suggests the way we saw him at the top of
the story.

Jake enters, a pile of papers under his arm.  He begins laying
them out on the conference table.

			JAKE
	Congratulations, sir.

			EDWARD
	What?

			JAKE
	Mr. Kross is just getting off
	the phone with his stock broker.
	It's finished.  You've won.

Edward says nothing.

			JAKE
	Who are you going after next, sir?

			EDWARD
	Who indeed...

He turns as Stuckey, James and David Kross, and Vance enter
the room.  They surround a conference table.  Kross sits, the
papers laid out in front of him.  Stuckey hands Kross a pen.
A SECRETARY lays out finger food.  They wait for her to leave
before they speak.

			STUCKEY
	If we can get these letters of
	intent out of the way now... Mr.
	Harris and I would like to ask
	you some questions about your
	company.

			DAVID
	Dad, excuse me, but that's
	inappropriate.  You're under no
	obligation to answer any questions
	at all.

			KROSS
	Could we at least wait till after
	the filing period?

Stuckey glances to Edward for help.  Edward is silent; indeed
it's as if something is twisting inside of him.  Stuckey plunges
ahead.

			STUCKEY
	Mr. Harris is preparing a bid
	based on our speculation of the
	corporation's net worth.  The
	price he ultimately pays for your
	father's stock will be based on
	that bid.  The more we know, the
	higher our bid can be.

			KROSS
	It's in my best interest to
	cooperate, David.

			DAVID
	If he throws himself on your
	sword, you promise to take care
	of him and his family, huh?

David stares at him.

			STUCKEY
	That's unfair!

			DAVID
	You bed it is.
		(to Edward)
	You're everything he said you
	were.
		(to his father)
	Do what you have to do, Dad.
	Just don't expect me to watch it.

He exits.  A moment.  Kross looks at Edward with a resigned
smile.

			KROSS
	He's young.  He hasn't learned
	how to lose gracefully yet.  I'll
	sign your papers.  And I'll answer
	your questions.  Whatever you
	want.

He sighs.  He picks up the pen.  He's about to sign.

			EDWARD
	Stop.  For just a moment.
		(a moment)
	Mr. Kross, I'd like to ask you
	a few questions before you sign.
	You realize that you're a target.
	If you weren't mine, you'd be
	someone elses, correct?

			KROSS
	Yes.

			EDWARD
	If you had a... reprieve, what
	would do?

			STUCKEY
		(quickly)
	I don't think there's any sense
	in --

			EDWARD
	Let him answer.

			KROSS
	I... I would take advantage of
	it.

			EDWARD
	How?

Kross looks uncertain.  He gropes for an answer.

			KROSS
	I... I don't know.  There...
	there wasn't time...

			EDWARD
	I suppose you'd find out soon
	enough that you have assets you
	presently don't seem aware of,
	wouldn't you?  The waste
	processing licenses at that
	abandoned shipyard of yours, you'd
	certainly find out about that.

Surprise suddenly flares in Stuckey's eyes.

			STUCKEY
	Oh, my god... Edward, no!

			EDWARD
	I suppose you'd use them as
	collateral on new loans, wouldn't
	you?

			STUCKEY
	Have you lost your mind?

			KROSS
		(to Stuckey)
	Quiet.
		(to Edward)
	Would I get the loans?

			EDWARD
	This time I imagine you would,
	yes.
		(as if thinking about
		 it)
	Hmm...
		(a moment)
	With all this in mind, Mr. Kross,
	I can't logically make a formal
	bid on your company, can I?

			KROSS
		(a small smile)
	You'd be initiating a financial
	battle you'd ultimately lose, Mr.
	Harris.

			EDWARD
	You're very right.  I think the
	best thing we could all do is go
	home.

			STUCKEY
	What!?

			EDWARD
	Have a good day, gentlemen.

He exits from the room.  Stuckey follows.

INT. BROKERAGE HOUSE - DAY

Edward is walking down the hall.  Stuckey comes out of the
office and calls after him.

			STUCKEY
		(calls)
	Edward, what happened?  What kind
	of move was that?

Edward silently goes into the elevators.  The doors close.

			STUCKEY
		(yells)
	Dammit Edward, speak to me.

Stuckey heads back to the conference room.

EXT. OFFICE BUILDING - LATE AFTERNOON

Edward comes out of the building.  His Chauffeur leaps to open
the limo door.

			EDWARD
	No... take the car back to the
	hotel.  I need to walk.

He sets off across Century Park East.

INT. PENTHOUSE - EVENING

Vivian is in the living room, pacing, edgy, the doorbell rings.
She turns.  It rings again.

She opens it.  Stuckey is standing outside with a small
briefcase.  He looks agitated.  He tries to hide it.

			STUCKEY
	Well, well... Hello again.  I'm
	looking for Edward.

Vivian just stares at him.

			VIVIAN
	Edward's not back.  I thought
	he was with you.

Stuckey walks past her and down the steps into the living room.

			STUCKEY
	No, I'll just have to wait then,
	won't I?

There is a bar set up.  Stuckey sets his briefcase down.  He
crosses to the bar.

			STUCKEY (cont'd)
	Mind if I have a drink?

			VIVIAN
	No.

He pours liquor in a glass.  He fires it down.  It seems to
calm him a bit.

			STUCKEY
	Do you want to know what he did?
	Do you want to know what the crazy
	son of a bitch did?  He handed
	the whole thing back to Kross!
	On a silver platter.  For no
	reason!  What was he thinking,
	I mean, what was going through
	his goddam head?  Why?
		(pours another drink)
	What was all that benevolent
	crap?  What are we going to
	become, a philanthropic
	foundation?  I'll probably be the
	director of several worthwhile
	charities.

			VIVIAN
	I think it's great.

Stuckey glares at Vivian.

			STUCKEY
	I bet.  A lousy whore and you're
	the gum in a hundred million
	dollar deal.

			VIVIAN
		(mocking)
	Aw, come on, Bill.  It's just
	business.

He looks at her a moment.

			STUCKEY
	But what do I know, maybe you're
	worth it.  Come on, show me.
	Let's see your act.

He grabs her wrist.

			VIVIAN
	Get out!

			STUCKEY
	Don't worry.  I'll pay for it.
	What a you charge?  Huh?  Twenty,
	thirty, fifty bucks, maybe?  Are
	you a fifty dollar whore?

He tries to kiss her and pulls her down on the couch on top
of him.

			VIVIAN
	Are you crazy?

She bites his hand.  Stuckey slaps her.  Vivian starts flailing
back.  But Stuckey is too strong.  Vivian staggers back at the
force of another slap.  Stuckey slams her up against a wall and
starts rubbing up against her.

			STUCKEY
	You got a mean streak in you,
	don't you.

He tries to kiss her again.

			STUCKEY (cont'd)
	Is that what he likes about you?
	Huh?  Answer me!

And suddenly a HAND lands on Stuckey's shoulder.  Stuckey turns
his head, startled.

INT. PENTHOUSE - REVERSE ANGLE - STUCKEY'S P.O.V.

Edward, murder in his eyes, belts Stuckey across the room.

INT. PENTHOUSE - NIGHT - BACK TO SCENE

Stuckey falls on the ground.  Edward rushes forward, berserk
with rage, to hit Stuckey again.  His fist hits the top of
Stuckey's head, hurting Edward's hand more than Stuckey's skull.

Vivian rushes out of room to bathroom.  Again Stuckey tries
to rise.  Edward kicks him in the butt, sends him headfirst into
the bar.  Glasses and bottles CRASH to the floor.  Stuckey again
tries to rise.  And collapses.  Edward rubs his fist.  They're
not used to this violence and both stare at each other panting.

			STUCKEY
	You broke my nose.

			EDWARD
	I think I broke my hand.
		(a beat)
	You're fired.

			STUCKEY
	Edward, we've been together ten
	years.

			EDWARD
	And I don't like what we've
	become.  I'll cover any losses
	you have on this one.  Now get
	out, you asshole!

			STUCKEY
	All this because of that whore!

			EDWARD
	Yes.

Edward pushes Stuckey out the door and throws his briefcase
after him.

			STUCKEY
	Edward, think about what you're
	--


Edward slams the door in his face.  Edward stands there,
reflecting on what he's done.

			EDWARD
		(to himself, almost
		 proud)
	Well, I didn't plan that!

INT. PENTHOUSE BEDROOM - NIGHT - LATER

Edward holds an icepack to Vivian's cheek.

			VIVIAN
	Why do guys always know how to
	hit a woman?  Right across the
	cheek, wham, so it feels like your
	eye is gonna explode.  What do
	they do, take you all aside in
	high school and show you how?
	It pisses me off!

			EDWARD
	Not all men hit.  And no one is
	going to hit you anymore.

			VIVIAN
	Right.
		(softening)
	You're quite the Sir Galahad
	today, aren't ya'?
		(a beat)
	I heard what you did with Kross.

			EDWARD
	It was a business decision.

Vivian looks at him.

			EDWARD
	I got tired of hating my father.

			VIVIAN
		(a small smile)
	It was good.

			EDWARD
	It felt good.

Edward looks on the bed at her suitcases.

			EDWARD
	You're packing.

			VIVIAN
		(nods)
	I'm leaving.
		(a moment)
	Don't ya see?  If I stay with
	you like you want me to, there'll
	always be some guy, your friends
	eve, treatin' me like that...
	thinkin' they're allowed to.  What
	are you gonna do, fight'm all?
	No.  I'll take my money now,
	please.

A moment.  Edward reaches for his wallet.  He counts out bills.
He places them in Vivian's suitcase.  He puts his arms around
Vivian.

			VIVIAN
	Aw, don't... no...

			EDWARD
	Stay with me tonight.  Not
	because you're being paid to.
	Stay with me because you want to.

			VIVIAN
	I do.  I do want to.  That's why
	I'm leaving.
		(turning to him)
	That's what you given me, see?
	I know what I want now.  I want
	a guy like you for real.  Not
	because you buy me things and give
	me money.  The nicest thing you
	ever done for me is hold my hand.
	You gonna give me that?

Edward is silent.

			VIVIAN
	I didn't think so.

			EDWARD
	Vivian...

			VIVIAN
	It's not your fault.  You're
	right.  Kit's right.
		(looks him right in the
		 eye)
	But I want the fairy tale.

INT. HOTEL LOBBY - EVENING

Vivian comes out of the elevators.  A BELLMAN sees her and
springs forward, reaching for her bags.

			BELLMAN
	Let me take those, miss.

			VIVIAN
	Thanks.

Vivian sees Mr. Thomas behind the front desk.

			VIVIAN
	I'll be out front in a minute.
	I got a cab comin'.

The bellman moves away.  Vivian walks to the front desk.

			VIVIAN
	Hi, Barney!

			MR. THOMAS
		(looking up)
	Miss Vivian.

			VIVIAN
	Look I just wanted to say
	goodbye.

			MR. THOMAS
	Mr. Harris doesn't check out
	until tomorrow.

			VIVIAN
	Yeah, well, I check out today.

			MR. THOMAS
	You're not accompanying him to
	New York?

			VIVIAN
		(lightly)
	Come on, Barney, you and me live
	in the real world.
		(a beat)
	You don't know how to treat a girl
	like anything but a lady, Mr.
	Thomas.

			MR. THOMAS
	Certain ladies make that very
	easy... Vivian.
		(turning to the desk
	 	 clerk)
	John, call a limousine for our
	guest, please.  Have it take her
	anywhere she wishes to go.  Bill
	the hotel.
		(turning back to Vivian)
	See you again sometime soon.

Vivian smiles softly at him.  She turns and walks for the door.

EXT. HOLLYWOOD BLVD. - DAY

A long silver limo drives down Hollywood Blvd.

INT. LIMO - DAY

The LIMO DRIVER pushes the button that rolls down the screen
between back and front seats.

			DRIVER
	You're sure this is the right
	street, ma'am?

			VIVIAN
	Yes. 1312.  It's a big apartment
	building.

EXT. VIVIAN'S APARTMENT BUILDING - DAY

The limo pulls to a stop in front of a rundown apartment
building on a dirty Hollywood side street.  The Limo Driver,
a large Latino man, steps out of the car and walks around to
the passenger door.  As he does, he surveys the surroundings
uncomfortably.  Ths is rough neighborhood.  He opens the door.
Vivian steps out.

			LIMO DRIVER
	Maybe I should go with you.  This
	doesn't look like a good place
	for a lady to be alone.

Several PEOPLE pass.  All of them stare at the car, at the
driver, at Vivian in her lovely clothes.

			VIVIAN
	I'll be okay.  I'm home.  Thank
	you.

The driver, confused, watches her hurry up the steps to the
apartment building.  He drives off.

INT. APARTMENT LOBBY - DAY

Vivian walks toward her apartment.  The Landlord is sitting
at the front desk in a dirty undershirt.

			LANDLORD
	Hey, we announce guests here.
	You a relative of somebody?

Vivian lowers her sunglasses.

			LANDLORD (cont'd)
	Viv -- is that you?

			VIVIAN
	Yeah, it's me.

She keeps walking.

			LANDLORD
	You lookin' good, Viv'.  Nice
	threads.  I gotta find time to
	shop.

INT. PENTHOUSE - DAY

Edward stands at the penthouse window, looking out.  He is
dressed now, ready for travel.  There is something about his
expression, his somber demeanor that suggests the way we saw
him at the very top of the story.  A BELLMAN enters from the
bedroom, rolling a luggage loaded dolly along in front of him.

			BELLMAN
	Is that everything, sir?

			EDWARD
		(turning from the
		 window)
	That's everything.

The Bellman exits, closing the door behind him.  The phone
rings.  Edward crosses to it, picks it up.  The Maid comes in,
looks around.

			MAID
	The lady, she go?

			EDWARD
	Yes.  She go.

INT. HOTEL LOBBY - DAY

Edward with the Bellhop heads to the front door.  He's leaving.

			BELLHOP
	Do you have a car taking you to
	the airport, sir?

			EDWARD
	Yes.

INT.  VIVIAN'S APARTMENT - BEDROOM - DAY

Vivian, looking fresh scrubbed without make-up, is wearing
clean jeans, a nice looking shirt and a suit jacket.  Her
bureau's are open.  She is packing.  Kit is watching.  She takes
the photo of her and Kit dressed up hot in hooker clothes and
packs it.

			KIT
	So whatta' you going to do in
	San Francisco?

			VIVIAN
	Get a job and probably go back
	to school.  Figure out what I'm
	gonna be.

			KIT
	What kind of school?

			VIVIAN
	School, school.  Regular.  I used
	to get pretty good grades in
	school, you know.

			KIT
	So did I.  I made it with the
	principal.
		(recites)
	Study hard And get a "B."  Lift
	your dress and an "A" you'll see.

They both laugh but too hard.

			VIVIAN
	Want a pair of boots?

			KIT
	Do I!?  Momma!

Taking them, she sits on the bed and puts them on.

			VIVIAN
	You sure you won't come with me?

			KIT
	And leave all this?  Not in a
	million.

They laugh together.

			KIT (cont'd)
	What time's your bus?

			VIVIAN
	Couple a hours.

			KIT
	Yeah.  Well... I gotta split.
	Goodbye's make me crazy.

			VIVIAN
	Cool your jets a second.
		(going to her purse)
	Here's some money.

			KIT
	No.  You took care of rent,
	that's enough.

			VIVIAN
	I want to.  For food, got it?
	Eat something before the wind
	blows you away.

			KIT
	I'm gonna pay you back next time
	I see ya, babe.  Just wait, I'm
	gonna do something real nice for
	you some day.

They hug.

			KIT (cont'd)
	Shit, I'm gettin' all weepy now.

Kit begins backing out of the room.

			KIT (cont'd)
	Take care of you, okay?  Take
	care of you.  Love ya...

Kit turns and hurries out of the apartment.

EXT. HOLLYWOOD BOULEVARD - DAY

Kit enters the falafel stand on Hollywood Boulevard.

INT. FALAFEL STAND - DAY

Kit enters, sits at the counter.

			KIT
	Coffee, Chan.  And maybe a
	grilled cheese on white, okay?

A very young GIRL is sitting just down the counter from Kit.
Kit nods at her.

			KIT
	Hey, how you doin'.  You new,
	huh?

			GIRL
	Yeah.  Got a cigarette?

			KIT
	Sure.

She passes the girl down the pack.  She strikes a match, lights
her cigarette for her.  The girl inhales deep, lets it out with
a sigh.  She looks towards the window.

			GIRL
	Jeez, did the wacko in the suit.

Kit turns to look.

KIT'S P.O.V. - HOLLYWOOD BLVD.

Outside, across the street, Edward has accosted two
PROSTITUTES; one blonde, one a red haired black one.

INT. FALAFEL STAND - DAY - BACK TO SCENE

Kit rises.

			KIT
	Chan?  Keep the sandwich warm,
	I'll be back.

She heads out the door.

EXT. HOLLYWOOD BOULEVARD - DAY

Edward is still talking to the prostitutes.

			EDWARD
	I'm looking for a girl, Vivian,
	young, dark hair, big eyes...?

They shake their heads.

			EDWARD
	She's mouthy.  Sort of
	difficult...?

			PROSTITUTE 1
	Ain't seen her, wouldn't know
	her.

			PROSTITUTE 2
	What's wrong with us, man?  Two
	for the price a one, what ya say?

			EDWARD
		(disappointed)
	Thank you.  No.

They turn and walk away.  Edward stands there, not knowing
what to do next.  He looks discouraged and lost.

			KIT (O.S.)
	Edward Harris, as I live and
	breathe!

Edward quickly turns to find Kit staring at him.  Kit smiles,
triumphantly.

			KIT (cont'd)
	Yeah.  Boy, you're just like she
	said.

She turns and starts away.  She stops, turns back.

			KIT (cont'd)
	You comin' or not?  I don't got
	all day, I got a grilled cheese
	waitin'.

Edward follows Kit.

INT.  VIVIAN'S APARTMENT - DAY

Vivian sits on her bed, lost in thought.  Her bags are packed,
ready to go.  With a sigh she rises.  She picks up the bags,
exits the room.

Vivian stands in the dreary living room, looking at it, taking
it all in for the last time.  She suddenly looks more than a
little bit frightened to be leaving.  She musters resolve.  She
goes to the door, opens it and exits, closing it behind her.
Silence.  Vivian suddenly comes back in.  She puts down her
bags.  She crosses to the kitchen where she takes coffee
can/piggy bank from the shelf.  She puts some more bills into
it, places it back where Kit will find it.

She turns and starts again for the door.

She stops.  She hears something.  MUSIC.  An aria from La
Boheme.  Faint.  Seemingly coming from nowhere.  She dismisses
it -- she's hearing things.  She opens the door.  Stops.  The
music is louder and getting louder now -- it's not her
imagination.  She hurries over to the window.

EXT. VIVIAN'S APARTMENT BUILDING - DAY

Vivian comes out onto the fire escape.  She stares in wonder.

A snow white limo comes up the street.  A necktie has been tied
to the antennae like a knight's token.  The MUSIC from La Boheme
is BLARING from the car's stereo.  Edward is standing on the
car's seat, his head and body up through the open sunroof.  The
wind blows at his hair.  He is smiling.

Everywhere on the street people are staring; the BUMS, the
PUSHERS, the PASSERBY'S, the TOURISTS.

Vivian doesn't know whether to laugh or cry.

The car comes to a stop in front of the Vivian's building.
Vivian's landlord comes out the front door.  His eyes go wide
in disbelief.

Edward disembarks from the limo by coming up through the
sunroof.  He leaps nimbly to the ground.  He crosses to the entrance
of the alleyway, looking up at Vivian on the fire escape.

			VIVIAN
	You are really lost this time.

Edward wordlessly holds up a hand for her.

With a sudden cry of joy, Vivian comes down the fire escape.
She stops at the bottom stair.  Edward comes forward and sweeps
her into his arms.  They kiss.

He carries her to the limo as if she's weightless.  Her feet
never touch the ground.

The car door closes behind them.  The limo drives away.

The people of the street watch it go.

				THE END


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