I'll Do Anything (1994)

FADE IN:

INT. PASSAGEWAY - NIGHT

The CAMERA briskly retreats as FORTY, HIGHLY CHARGED, 
ATTRACTIVE, YOUNG PEOPLE march towards it. Each side of the 
frame is black as this troupe of young actors moves up the 
middle, everyone talking, grinning, squealing,... everyone 
having the "high" of their lives.

INT. NEW YORK CLUB - NIGHT

As the troupe, with geometric precision, spills into a large 
room (containing a raised dance floor); the CAMERA begins to 
move past dancing couples as a legend appears:

'This is 1975 and Matt Hobbs is singled out for the first 
time.'

And now the CAMERA reveals MATT HOBBS. His open, friendly, 
American face slips between some of the many cracks in his 
profession. The face at 26, and forever more, not arresting 
enough for a leading man; not quirky enough for a "character." 
Matt must briefly walk on the dance floor to make his way 
past a knot of people. He dances furiously for two seconds, 
then steps down as THE DANCERS BEGIN TO SING "WOW", but just 
as the song breaks out musically, we hear the SOUND OF PEOPLE 
SHHHING; the singers falter and then stop as the party-goers 
gather, in choreographed movement, at a ceiling mounted TV 
set.

MAN ON TV

We can barely discern the words. . ."with his review is 
Leonard Graff."

A FRANTIC ACTRESS yelps a command:

		FRANTIC ACTRESS
	I can't hear over this shhing.

Silence, then:

		TV CRITIC
	...a play about guess what? That's 
	right, young people.

ON MATT

He stands next to a ruggedly handsome and extremely nauseous 
CONTEMPORARY.

		HANDSOME CONTEMPORARY
	I can't look.

		MATT
	Good idea, let's not.

He begins to walk, the Handsome Contemporary falling into 
step. Everyone they pass is straining, upwards, at the TV.

		HANDSOME CONTEMPORARY
	How can we not listen to this?

		MATT
	We'll know all we need to from the 
	reaction.

At that moment, the rest of the party-goers turn from the TV 
as one, looking mugged. (One girl briefly gets our attention 
because she is particularly distraught; tears streaming down 
her angry face. The mixture of tears and rage are, of course, 
the chemical components of incredible sexiness. Her name is 
BETH.) A TORTURED MALE DANCER offers an incantation.

		TORTURED MALE DANCER
	He should be shot, he should be dead, 
	he should rot in hell, then come 
	back as the soap cake in a urinal.

		HANDSOME CONTEMPORARY
		(to dancer)
	He didn't like it?

The DIRECTOR moves through the group, bucking up spirits.

		DIRECTOR
	Don't worry. He doesn't count. We'll 
	just wait for the papers.

ON MATT AND FELLOW CAST MEMBERS - LATER

As they morosely watch the Director approach.

		MATT
	Hey, no matter what this review says, 
	the play was a great experience for 
	me.

Beth looks at him, puzzled.

		MATT
		(again)
	I mean, it is about process, right?

		HANDSOME CONTEMPORARY
	Matt's right. Good Lord, it is what 
	we're alive for.

Beth turns from the conversation, finding it preposterous, 
then rivets her attention on the Director, walking towards 
them, holding a ridiculously thick sheaf of papers. Beth 
begins to sob in anticipation.

		MATT
	You've just got to be tougher than 
	this.

		BETH
		(incredulous)
	Tougher than this?!?

The Director reaches them.

		DIRECTOR
	I took it all down over the phone. 
	It's quite bad. And, unfortunately, 
	it's very, very long. I've got a 
	broken heart and writers' cramp. 
	He...

		MATT
	He's nuts.

		DIRECTOR
	He savages everyone.

		MATT
	I don't want to hear anymore. Let's 
	dance.

		DIRECTOR
	Except you, Matt.

They all look at him.

		HANDSOME CONTEMPORARY
		(fiercely to Matt)
	You filthy bastard.

		BETH
		(drawing closer to 
		Matt)
	What did he say?

The Director hunts for the paragraph.

		MATT
	Don't read it.

		OTHER ACTOR
	Oh, please. You can't wait to run 
	out of here, buy a flashlight, and 
	then go into some dark alley and 
	drool over every word.

		MATT
		(truthfully)
	You're wrong. I'm maybe relieved and 
	curious. That's it.

		BETH
		(wildly exasperated)
	What did they say about him?

		DIRECTOR
		(reading)
	...'in the midst of this delirium of 
	pretension...'

		MATT
	Don't. This divisive crap won't...

		DIRECTOR
		(again)
	'...one actor, rather miraculously, 
	manages to provide passion and, yes, 
	truth. Matt Hobbs, in the supporting 
	role of Jesus, manages to touch the 
	heart long after you thought it numbed 
	by boredom.'

The table of actors look at a sober Matt. A long beat and 
then, against his will, he grins... then a short, involuntary 
barking laugh of joy... then:

		MATT
		(to his colleagues 
		with sincerity)
	Sorry.

							MORPH TO:

ESTABLISHING SHOT - L.A. MODERATE INCOME STREET

As we HEAR the next lines of "WOW", BEGIN MAIN TITLES as the 
CAMERA BOOMS UP to the outside of a small apartment as a 
legend appears on screen:

		'EMMY NIGHT - 1980'

Beth, now 27, is standing in front of a TV set showing the 
Emmy dancers performing a phrase of "WOW". She screams out.

		BETH
	Will you get in here--for God's sake?

INT. ANOTHER ROOM

Matt, 30, is on the phone.

		MATT
		(into phone)
	Come on, Ma, how could I show up 
	tonight when my union is boycotting 
	the Emmys? Look, I have to hang up.

		BETH (O. S.)
		(screaming voice)
	It's on right now... right now... 
	right this second! You will miss 
	it!!

		MATT
		(into phone)
	I gotta go. Watch!

Matt hangs up and tear-asses into the living room. Beth 
screams as his name is read.

		TV VOICE
		(on TV)
	...and Matt Hobbs for 'Caine Mutiny 
	Court Martial'... And the winner is 
	Powers Boothe for 'Jonestown--Story 
	of a Massacre.'

		BETH
	Shit! Fuck! Shit!

		MATT
	He was good.

		BETH
		(again)
	Shit! Shit! Shit! Fuck! Shit! Look, 
	he even showed up.

TV INSERT - POWERS BOOTHE ACCEPTANCE SPEECH

		MATT
	That took courage. I wonder if they 
	send you something for just being 
	nominated?

		BETH
	Of all the pathetic questions.

		MATT
		(sharply)
	Why are you being so damn foul?

Beth glares at him, on the verge of taking him on--but he is 
looking at her very directly... the lack of any other agenda 
giving him a temporary edge... Beth decides to state the 
unadorned truth.

		BETH
	We've been going back and forth on 
	our status for so long. I was hoping 
	that if you won, it might mean 
	something for us.

		MATT
	Look, Beth... the only...

She is waving her hand in a circle... he is puzzled.

		BETH
	Please go fast. I can't take you 
	dragging it out.

		MATT
		(a bit faster)
	The only reason I haven't...

		BETH
	I promised myself I wouldn't be so 
	bossy. Take your time!! Was that 
	bossy too?

		MATT
		(persisting)
	The only thing I have against getting 
	married is that it might not be fair 
	because I'm going to stay with acting 
	forever and you know how erratic the 
	money's been and there's no resolve...

		BETH
	Do I get to vote? I'm going to tell 
	you something I never told you before. 
	Your feeling towards your work is 
	one of the things I love most about 
	you.

		MATT
	Really?

		BETH
	Maybe the most.

		MATT
	Hey, then we have no problem here. 
	Marry me.

They kiss, then break, murmuring to each other.

		BETH
	Stinker, I almost gave up on you.

		MATT
	I was just worried whether I could 
	make you happy.

							MORPH TO:

INT. HOSPITAL WAITING AREA - FOUR A.M.

A SET FRAME showing several clusters of waiting people. A 
man rushes to one of these clusters, cueing this group to 
sing the next phrase of "WOW". As an extremely hyper Matt 
enters, the SONG STOPS and a legend appears:

		'1986'

		MATT
		(extremely hyper)
	Everything's okay... Great... She's 
	six or eight pounds even. Oh, God... 
	Nothing like it. I'll tell you 
	something amazing. They really reach 
	right into her stomach and pull out 
	this baby. It's not just a rumor. 
	God. I understand the expression 
	'mind blowing' for the first time. 
	It means something so wonderful 
	happens that the top of your head 
	comes off and your brain pops out. 
	Part of it was terrifying, the baby 
	was turned and they couldn't budge 
	her. I kept looking at this one woman 
	doctor's eyes. And when Jeannie 
	finally came out, this doctor and I 
	each wiped away a tear at the exact 
	same time, caught ourselves doing 
	it, and then laughed together at the 
	same time. Nothing can prepare you 
	for it. You know why you're alive.

INT. CORRIDOR - DAY

As Matt walks with pep, accompanied by a burst of "WOW".

INT. BETH'S HOSPITAL ROOM - DAY

Beth holds BABY JEANNIE and wears a scowl.

		MATT
	How you doing? What's wrong?

		BETH
	My mother said you were flirting 
	with the doctor during the delivery.

On Matt's expression...

							MORPH TO:

INT. MODEST ONE-BEDROOM APARTMENT - LATE NIGHT

Matt and Beth lie on an open sofa-bed. "WOW" is completed, 
though with a dirge-like cadence. We hear a baby crying over 
a cheap walky-talky near their bed.

		MATT
	Could you get her, honey? I have 
	that big reading tomorrow.

		BETH
	No, I have a lot to do tomorrow, 
	too. I have to borrow on our Christmas 
	Club, I have to...

		MATT
	Don't worry about money anymore.
		(on her look)
	I didn't want to tell you, because 
	it may sound a little strange when I 
	say it out loud. You know me, I'm 
	never that cocky. But I'm going to 
	get 'Spider Woman'. It's me or Raul 
	and I've never been so sure. It's 
	weird, but I just know it. I do.

		BETH
		(broadly)
	Boy, am I reassured. What good news. 
	Isn't that a load off?

INT. BABY'S ROOM - NIGHT

Where we see the crying baby holding the walky-talky in front 
of its mouth as it screams into the mouthpiece.

BACK TO SCENE

		MATT
	I am gonna get this part, Beth.

		BETH
	I can't stand this anymore.

END MAIN TITLES

FADE IN:

INT. MATT'S APARTMENT - MORNING

It's an awful place... the start-up apartment he's way too 
old for... but we don't yet see his humble quarters. Rather:

A BLURRED IMAGE

Then, the screen is CLEARED ON ONE HALF so we see half of a 
contact lens holder in focus--the other half blurred--until 
Matt gets his second contact in.

MATT'S POV

A tube of tooth bleach. CLOSE ON THE DIRECTIONS, then:

ON MATT

Bleaching his teeth... finishing... smiling in the mirror... 
This is the bleached smile of fear--true fear--the awful 
state of having lost your way. The phone rings. Matt clears 
his voice before answering.

		MATT
		(into phone)
	Hello... Hi, Beth. I'm glad you 
	finally returned my call. What are 
	you so mad about?
		(again, into phone)
	YOU KNOW, YOU'RE NOT THE ONLY ONE 
	WHO CAN SCREAM, I CAN SCREAM, TOO.

Matt was so suddenly, emotionally extended that the anger 
leaves him that quickly... just a strange atypical lightning 
bolt of rage toward life and women.

		MATT
		(again, into phone)
	You know what? I'm being a sort of 
	gutless wonder here. I'm yelling 
	back at you because I'm embarrassed. 
	I won't be able to take the kid when 
	I said... Why don't you listen for a 
	second?

He rubs his head with both hands, including the one holding 
the phone. This allows us to hear his ex-wife repeat the 
same sentence over and over again.

		BETH (V. O.)
		(from phone)
	...You're taking her... You're taking 
	her... You're taking her...

		MATT
	Beth, I know exactly how long it's 
	been and I feel strange as hell not 
	seeing her but this isn't a choice. 
	I'm broke. It's the driest spell of 
	my life. I'm not saying it's your 
	problem, but it's no place for a six-
	year-old. What can I do? The only 
	full-time job I seem to have is not 
	showing how scared I am. What? No, 
	that's not something I said before.
		(accepting compliment)
	Well, thanks.

Beth turns angry again. Matt finds, unfortunately, that he's 
got one more act of bravado left.

		MATT
		(again, into phone)
	Beth, Hey... hey. Never mind, I'll 
	do it.

He hangs up.

		MATT
		(again, to himself)
	I must get work. I will take anything. 
	I must get work. I must not be 
	embarrassed by these pep talks to 
	myself...

EXT. SIDE STREET - DAY

As Matt walks from the outdoor parking lot, past inexpensive 
homes. In the lot, on private lawns and every public bench, 
at each street corner, are various actors doing the relaxation 
exercises which will form the basis of A DANCE, as they go 
over their "sides".

		MIDDLE-AGED ACTOR
	...feathers I'm blowing. What am I, 
	a duck?

We pass various actors going over alternate sentences for 
the same speech so that we get a sense of the speech as a 
whole from the sum of its parts.

		VARIOUS YOUNG ACTORS
	1) I'm not thinking about whether 
	I'm going to shoot you. I'm...
	2)...trying to decide where.
	3)...the little spot behind the ear 
	where you die before you hear the 
	shot...
	4)...on the left side of the belly 
	which is a very mean place.

EXT. POPCORN PICTURES - DAY

An office building of clear architectural merit located in 
an industrial area. Even the sign "Popcorn Pictures" has all 
the artistic dignity the name itself lacks... MUSIC ENTERS... 
Gradually, movement BECOMES CHOREOGRAPHED...i.e., the young 
actor and actress running across the street do so with 
uncommon grace. The area Matt passes is very crowded and we 
still haven't reached the most congested area of all as we 
STUDY FACES and HEAR snatches of the actors' preparation.

		MIDDLE-AGED ACTOR
	What am I, a duck?

		OLDER ACTRESS
	Sure I'll tell you... Favor first... 
	Do a nice middle-aged lady a favor... 
	A fair trade... tell you what you 
	want to know in return for a...
		(grimaces over dialogue 
		she must say)
	...a pity fu...

MUSIC BECOMING MORE INSISTENT as we approach the building--
the mumbling of the actors taking on the SOUND of a Wailing 
Wall...

		VARIOUS YOUNG HYSTERICAL ACTRESSES
	...the height of ego. You think your 
	he-manness can make me get on that 
	elevator even though I'm phobic?... 
	I CAN'T GET ON THAT ELEVATOR. I don't 
	care if... they catch us. DO YOU 
	GET... IT. DO YOU GET IT! I CAN'T! I 
	CAN'T... three, please.

THREE HYSTERICAL ACTRESSES

SINGING the dialogue...

		SINGING ACTRESSES
	...can't get on the elevator... can't 
	get on the elevator... even if you 
	make me... even if you make me. Do 
	you get it?... do you get it?...

TWO ACTRESSES

Standing near each other--exchange glares as they break each 
other's concentration and move apart... THEIR MOVEMENT SERVING 
as our gateway to DANCING... The SONG "MAKE BELIEVE" enters 
fully now and builds in intensity, reaching a repeated phrase, 
as we move to Matt and he enters the building, thereby cutting 
off the song.

ON MATT

As the SONG continues in intensity, Matt enters the building 
at the end of a repeated phrase cutting off the song as we 
move to:

ANGLE ON RECEPTION AREA

Where CATHY BRESLOW, age 30, waits. Hollywood is a bit of an 
uphill struggle for Cathy. She is bright where others are 
brilliant, pretty where others are gorgeous, enormously hard 
working where others are obsessive-compulsive. She is clearly 
waiting for someone while reading an enormously thick book 
galley. Matt almost scoots by her, then stops.

		MATT
	Hi... See, I did recognize you. You 
	didn't have to wait for me.

		CATHY
	Well, I wanted to introduce you. As 
	if knowing me would help.

INT. POPCORN PICTURES - DAY

MOVING SHOT. Staircase packed with actors, an uphill slalom 
almost impossible to navigate.

		CATHY
	It's a ridiculously awful movie.

		MATT
	Well, challenge. I wasn't sure you'd 
	remember me... let alone help...

		CATHY
	Stop. You're good. I'm doing them a 
	favor by getting you in.

		MATT
	Well, that's a fresh slant.

They reach the casting assistant, CLAIRE.

		CATHY
	Claire, this is Matt Hobbs.

As Matt is handed a set of sides, we SHOOT PAST Matt as he 
watches Cathy move back down the stairs before he can say 
another word. She moves with wit. He is struck by her. He 
looks back at Claire, who has an intricate hairdo and a ready 
smile.

		CLAIRE
	Hi. Sorry. We're running behind... 
	Please forgive us.

						LONG DISSOLVE TO:

SAME SHOT - TWO HOURS LATER

Her hairdo wilted, her blouse soiled, her smile gone, the 
tendons of her neck prominent.

		CLAIRE
		(fiercely)
	Matt Hobbs? Matt Hobbs!

ON MATT

Going over his lines. Hearing his name, he rises. Claire 
gestures him in.

INT. BURKE'S OFFICE - DAY

The walls are pockmarked with movie posters. THREE MEN sit 
in an area some distance from the desk. The casting director, 
MARTIN, makes the introduction:

		MARTIN
	This is Matt Hobbs... This is John 
	Earl McAlpine, the director.

		MCALPINE
	Good to see you.

He speaks with an Australian accent, gets half-up and extends 
his hand.

		MARTIN
	...and Burke Adler, the producer.

		BURKE
	So, what have you been doing with 
	yourself...
		(checking resume)
	...the last few years?

		MATT
		(to Burke)
	I'm real bad at interviews, so, if 
	you don't mind, I'd really prefer to 
	just read first.

		BURKE
	That's the way you want to do it?

		MATT
	Yes.

		BURKE
	Maybe we shouldn't even read. I'll 
	just take your word that you're good.

Matt smiles.

		BURKE
	No. I'm serious. There's all different 
	ways. Did you know Woody Allen never 
	reads actors? He just looks at them, 
	feels around a little and then decides 
	who he wants. That's his way. Doesn't 
	hear them do a line. I also have a 
	way. What I do is interview first--
	then read--maybe do it all over again 
	the next day. I call up people the 
	actor has worked with--check him 
	out. If he's famous, I do an opinion 
	survey to test how much people like 
	him. If he's not famous, I put him 
	on tape and show it to everyone I 
	can grab. I believe in screen tests; 
	I believe in replacing if the dailies 
	are bad, in cutting people out if 
	the previews aren't there. Because 
	I'm not doing movies for theaters 
	where they serve cappucino in the 
	lobby. I'm doing popcorn movies. You 
	want to know what I like? Come to my 
	house, look at my lamps... you won't 
	find it in my movies. In my movies, 
	you'll find out what I know. I know 
	how to do detail. What I don't know, 
	I discover. Yesterday we finished 
	mixing a movie--the last scene is in 
	a field of windmills which blows up 
	and all the blades of these windmills 
	slice through the air, one of which 
	hits a four-story tank of propane 
	gas. A humongous explosion scene. I 
	kept on saying 'louder', and they 
	finally said to me they couldn't go 
	louder without distortion. We went 
	louder. We had to discover a thing, 
	a filter, but we went louder. I don't 
	question doing these things. I do 
	them. So if you want to know if it's 
	okay to do it differently--not to 
	talk--to just read first... I say...
		(pointing to John 
		Earl)
	Ask him--he's the director.

		JOHN EARL
	Whatever.

		BURKE
	Okay, let's do it. Do you have any 
	questions?

		MATT
	They only gave me these two pages. 
	I'd like to give this my best shot. 
	So if I could read the script and 
	come back...

		BURKE
	This part works tomorrow.

		MATT
	Oh. Who will I be reading with?

Burke indicates Martin.

		MATT
		(from his chair)
	Can I read from here?

		BURKE
	I want you to do it wherever you're 
	comfortable, but I'd prefer it if 
	you were comfortable standing up.

Matt rises uncomfortably. A SECRETARY enters and hands a 
note to the director.

		JOHN EARL
	Time for my buns to have visitors.

Matt looks astonished as the director leaves the room.

		BURKE
		(to Matt)
	Go ahead.

		MATT
	Go ahead? The director left.

		BURKE
	That's okay, he trusts me, uh... And 
	we're just doing the first page.

		MARTIN
		(cueing him badly)
	'Okay, darling Harry, here it is... 
	If someone were breaking up with me, 
	I'd like it short and sweet. What 
	about you?'

		MATT
		(reading--showing 
		pain)
	'Incredibly drawn out...'

		MARTIN
	'I can't take care of you right now. 
	What am I, your mother?'

		MATT
		(intense)
	'Well, what am I? Your duck?'

As he gets into the scene he begins to experience some release 
of the desperate feelings he's been harboring.

		MATT
		(again)
	'We've been together two years and 
	you act like all you're doing is 
	blowing away some feathers. So what 
	I'm asking...'

		BURKE
	You didn't do the quack.

		MATT
	Huh?

		BURKE
	The stage direction says for him to 
	quack.

		MATT
	I know, but why would he quack when 
	someone's breaking up with him?

		BURKE
	Hopefully because it's funny.

		MATT
	This isn't a comedy.

		BURKE
	Then we're in trouble, because they're 
	already fall down laughing at the 
	teaser-trailer in fifty-two hundred 
	and thirty theaters.

		MATT
	A comedy?
		(rubbing his face)
	I think I have to make an adjustment 
	here.

INT. CATHY'S OFFICE - DAY

We HEAR the strains of the theme of a past hit movie coming 
from Cathy's cassette player. A rack of soundtracks clearly 
visible. Cathy is frowning as she reads the last of the galley 
pages. She overhears some conversation in the adjoining room 
which begins to disturb her concentration.

		FEMALE D PERSON (O.S.)
	I'm not supposed to read TV pilots. 
	Don't call us D-Girls. We're 
	Development Persons!

Cathy closes the door, shutting her off. She now begins to 
fill out a form with a felt-tipped pen. As she does so, the 
pad is supered on the screen--action seen through it. As she 
writes, we see the notations on the super.

It is marked COVERAGE--CONFIDENTIAL FROM: CATHY BRESLOW. TO: 
BURKE ADLER. SUBJECT: (the pen writes out) "LITTLE DICK" 
GENRE/CATEGORY (the pen writes out ACTION-ADVENTURE). Then 
there are columns to check EXCELLENT, GOOD, FAIR, POOR for 
the story. CHARACTERS, DIALOGUE... The pen checks FAIR for 
story, POOR for all else, CHARACTER, DIALOGUE, etc. The form 
then states--CHECK ONE OF THE FOLLOWING SENTENCES:

I DO NOT RECOMMEND THIS PROJECT 
I RECOMMEND THIS PROJECT 
I STRONGLY RECOMMEND THIS PROJECT 
I'D STAKE MY ALL ON THIS PROJECT 
I'D GLADLY STAKE MY ALL ON THIS PROJECT

The phone rings. As she picks it up and reaches to turn down 
the volume of the motion picture soundtrack she's listening 
to.

		CATHY
		(into phone)
	Hi. I just finished. I'll have my 
	coverage right over. It's past 
	derivative... it's photocopying. 
	What a hoot! You're kidding, right? 
	There is truly active bidding for 
	this book? Really? 2.3 million? Okay, 
	see you.

She hangs up and begins to alter the form changing the 
STORY/POOR to STORY/EXCELLENT, and all the other POORS to 
GOOD... and now the Recommend section.

INSERT

The pen is poised.

ON CATHY

Her soul is poised. A beat and she allows "I DO NOT RECOMMEND" 
to stand, the source music theme--"CHARIOTS OF FIRE"--
coincidentally celebrates this considerable act of heroism. 
Cathy takes the sheet and walks to the door.

INT. OUTER OFFICE - DAY

As she approaches her secretary's desk, she overhears two 
other members of Burke's Development Staff (a 27-year-old 
well-dressed man and a woman younger than Cathy) as they 
enthuse.

		MALE D PERSON
	Even the title "Little Dick"--it 
	means so many things.

		FEMALE D PERSON
	Story, story, story, story, story.
		(seeing Cathy)
	You loved it, right?

		CATHY
	I had some problems.

		FEMALE D PERSON
	Like what?

		CATHY
	Well, you know, it's a little 
	garbagey.

		FEMALE D PERSON
	So it has to be cast right.

		MALE D PERSON
	If Cathy doesn't like it, we know 
	it's a smash.

		CATHY
		(stung)
	Hey. It's not like I didn't recommend 
	it.

She surreptitiously changes her "recommend" as Matt enters. 
She looks up.

		CATHY
	How'd it go?

		MATT
	I didn't get it. He did say something 
	about wanting me back.

		CATHY
	Good. His saver is he means what he 
	says.

		MATT
	Yeah, I just wanted to say thanks.

She nods and starts to turn back towards her office.

		MATT
	...and I wanted to ask you out.

The other people in the office stare at Matt.

		CATHY
		(turns)
	For when?

		MATT
	Any time.

		CATHY
	I never know when I'm free.
		(Matt nods)
	It sounds like I'm just... but it's 
	true.

		MATT
	Okay. Thanks again. I felt funny 
	asking.

		CATHY
	Well, don't please.

		MATT
	I meant asking you to get me the 
	audition.

		CATHY
	Oh... well, don't please.

He nods and starts to go. She looks at him.

		CATHY
	Don't be sad.

Matt smiles in astonishment and exits.

		MALE D PERSON
	Who is he?

		CATHY
	Oh, I was auditing this acting course 
	and he filled in teaching one night. 
	He did a scene himself and he was 
	awesome. For some reason, he can't 
	get arrested.

		MALE D PERSON
	Yeah. He does seem to have a layer 
	of loser dust on him.

EXT. PARKING LOT - DAY

Matt drives his faded, seven-year-old car into view.

INT./EXT. MATT'S CAR - EARLY EVENING

He looks off... sees something that arrests his interest and 
pulls to the curb. It's a curious sight.

MATT'S POV

Burke Adler, standing at a street corner, palpably in pain. 
He's trying to rein in his emotions, sucking in huge gulps 
of air... and, then, a wave of emotion gets the better of 
him as he looks at his watch. A sob escapes him--shocked 
that he's so close to tears on a public street corner, he 
battles for control... another sob as he looks to the heavens.

ON MATT

A split second to consider, then he's out of his car.

FULL SHOT - THE STREET CORNER

A flow of PEOPLE--in the foreground, the tortured figure of 
Burke Adler--in the background, Matt Hobbs, pauses before 
intruding. But Burke's spectacle is growing more public, 
sounds of anguish escape him.

CLOSER SHOT - BURKE

		BURKE
	Oh, God... why? Why?...
		(louder)
	What am I going to do?

And now he begins to dissassemble, openly crying--on the 
verge of a complete breakdown. Matt moves into frame, grabbing 
Burke, trying to provide him with an anchor.

CLOSE ON MATT

His face--his eyes providing a beacon of strength.

		MATT
	Hey. Hey! HEY!!

ON BURKE

Totally fucked-up, wild-eyed. As he witnesses his own state.

		BURKE
	Look at me. You'd think I was a 
	writer.
		(his story of travail 
		pours from him)
	I hired this kid as a production 
	assistant. His father's a business 
	manager... a few good clients.

		MATT
	What happened?

		BURKE
	He's been driving for me two weeks... 
	all he has to do is pick me up on 
	time... he's twenty minutes late and 
	I have a test screening in the valley. 
	Everybody's gone from the office.

Burke flails at himself as Matt looks at him.

		MATT
	Is that it? You need a lift?

		BURKE
	Yeah.

		MATT
	I'm right over here.

Matt starts to lead him back, then realizes he's alone, Burke 
having seen his car finally arrive.

MATT'S POV

Burke, berating the YOUNG DRIVER. Matt pauses, awed by the 
wild gesticulating--the few screamed words...

		BURKE (O.S.)
	...Not just today... believe me, 
	there's no way you'll ever make it... 
	You are going to fail. Listen, listen--
	I know about this; you are going to 
	be a failure.

CAMERA FOLLOWING MATT

As he joins Burke and the young man, Burke turns to Matt.

		BURKE
		(to Matt)
	Let's get moving; you said you'd 
	give me a lift.

		MATT
	What the hell are you talking about? 
	Not in your car... I've got my own.

		BURKE
	I'll give you a hundred and twenty 
	dollars to take me... and it will 
	still be a favor.
		(to Young Man)
	Get out. Come on.
		(to Matt)
	Please. This is very important.

The driver gets out.

		YOUNG MAN
		(final plea)
	A guy got shot on the freeway... 
	Traffic's tied up.

		BURKE
	You should leave time for that kind 
	of thing.

								CUT TO:

INT. BURKE'S CAR

		MATT
	What do you need me for? Don't you 
	drive?

		BURKE
		(a mumble)
	Yeah, I drive. I don't like to look 
	for parking.

EXT. GOLDEN STATE FREEWAY - EARLY EVENING

The sun setting on a nondescript slab of California.

INT. BURKE'S CAR - EARLY EVENING

The two men... Matt feeling very peculiar in this line of 
work. Burke's tension renders him arresting, handsome even. 
The look of generals who go forth against long odds. He takes 
an enormous cleansing breath. It startles Matt.

		BURKE
		(explaining)
	Yoga shit. I feel like barbed wire. 
	I don't know if you keep track, but 
	I'm the sixth independent producer 
	ever to have two big pictures 
	scheduled for Christmas, and tonight 
	we're testing the first one for the 
	first time... You get it?

		MATT
	Yeah. It's important to you.

		BURKE
		(laughing at the 
		understatement)
	Yes. I don't think I would have put 
	it that way... but, yes...

EXT. MALL - EARLY EVENING

Burke's car moves toward the movie complex.

BURKE'S POV

Our first view of NAN MULHANNEY; middle-aged and pragmatic, 
yet extraordinarily naive. She's a scientist of sorts--
monitoring the tastes and feelings of Americans, first in 
Washington and now here. Though she just had a very rough 
hour or so, she bends down to smile at Burke.

INT. BURKE'S CAR

		BURKE
	Keep driving. She runs the test 
	screenings. Very smart. Very. She 
	has a real case on me, but so far 
	I've been keeping it in the bank.

He stops talking, stops breathing, as he sees.

BURKE'S POV - THE TEST AUDIENCE

The line consists of disparate, disinterested people who are 
focused on their own small, personal dramas--not at all 
cognizant of the fact that they hold a life in their hands. 
They are clearly growing impatient.

INT. CAR

		BURKE
	Go very slow.

MUSIC IN... Burke steels himself and exits the car.

EXT. MOVIE THEATRE - LATE DAY

		NAN
	We're 34 minutes late. The studio is 
	appropriately wild... people are 
	beginning to leave... but I knew how 
	upset you'd be if we started without 
	you.

		BURKE
		(distantly)
	Yeah. Thanks.

But he pays her no mind as MUSIC CONTINUES and he moves 
towards the line. Nan approaches the car.

		NAN
	How is he tonight?

		MATT
	I don't know him, so I have nothing 
	to compare it to.

		NAN
	Well, how would you say he is, anyway?

		MATT
	Not quite himself.

ANGLE ON BURKE

As he approaches the line, he BEGINS TO SING his love to 
them, "I'll Do Anything." As he pours out his misdirected 
heart to individuals on the line who DO NOT HEAR HIM.

ANGLE ON LINE

Their impatience gives rise to a VERY SLOW TAP DANCE, each 
couple or cluster doing it differently--barely exaggerating 
the normal shifting of a line... As BURKE CONTINUES TO SING... 
the song builds as does the dance... Burke sings even more 
passionately, his D-PEOPLE perhaps joining in as BACKGROUND 
SINGERS. At a key point, the disparate groups turn and form 
a SOLID UNIFIED LINE. They begin the rhythmic clapping of 
impatience--having become a line, they now threaten to become 
a mob. Burke sings one more Joe Cocker-like passionate plea 
before turning to camera to shout over the mayhem:

		BURKE
	Let them in.

As they enter.

INT. MOVIE THEATER - EVENING

Nan is addressing the audience from down front.

		NAN
	The name of the picture you'll be 
	seeing is 'Ground Zero'... There may 
	be some scratches... some of the 
	colors may be off, there are no final 
	titles, and it has not been finally 
	mixed for sound, and the music is 
	temp, that means temporary...

As she says this:

ANGLE ON REAR OF HOUSE

Where Burke spies the STUDIO HEAD and leaves Matt's side.

ON STUDIO HEAD

As BURKE enters the frame behind him. He is right behind his 
boss' ear. He leans in and offers an intimacy.

		BURKE
	I'm glad you came yourself instead 
	of sending your staff.

The boss is startled--jumps. BURKE eyes him... there must be 
some way to profit from these stolen moments with a powerful 
man.

		BURKE
	I wouldn't be surprised if tonight's 
	screening is a monster.
		(emphatically)
	Could happen, right?

		STUDIO HEAD
	Sure.

		BURKE
	Okay.

He moves back to Matt and Nan at the rear of the audience.

		BURKE
		(to Matt)
	Eisner just said he thinks the 
	screening will be a monster.

Strangely, Burke seems truly buoyed by the words of 
encouragement he himself manufactured. He moves down three 
rows and sits in an aisle seat just as the film opens with a 
series of violent explosions.

CLOSE ON NAN

		NAN
	Please, God, let tonight give him 
	peace.

Incredibly, Burke turns and gestures to her that the sound 
of her small voice is interfering with the cacophony of his 
movie. Nan is clearly stricken by her lapse as she whispers 
to Matt.

		NAN
	We're short two card-counters, can 
	you two help out?

INT. MOVIE THEATER - 1:47:20 LATER

We are seeing one of the final moments of the film.

INT. WHOLESALE BUTCHER'S (THE FILM) - DAY

As the muscular hero moves with stealth through the giant 
refrigerated meat door. He passes cows and dead men hanging 
from alternate hooks. Suddenly, he is attacked by the villain 
brandishing an electric meat dismembering tool. The hero 
ducks, the machine ripping apart hanging cow flesh. The hero 
grabs the only weapon he can find: a large piece of meat on 
a large bone, which he uses as a mace. He clubs the other 
man--then again--and again. Part of the audience is whooping 
and applauding.

QUICK SHOT OF NAN

Standing with Matt and Cathy. At the sound of the applause, 
Nan grins and mumbles with a connoisseur's knowledge.

		NAN
	Males, fifteen and under.

BACK TO SCREEN

Where the hero stands over the man whose face he has 
shattered, holding a club from which hang strings of meat. 
He is breathing heavily, and between breaths, states:

		HERO
	Sorry to bust your chops.

General audience laughter.

SERIES OF SHOTS ON NAN - FRONT OF AUDIENCE

		NAN
	If you'll just stay in your seats a 
	few moments and fill out these cards 
	for us...

ON AISLES

Matt and others handing out cards with pencils attached... 
Folks filling them out. As an ADOLESCENT MALE fills it out; 
PREVIEW CARD FILLS THE SCREEN as we view LIVE ACTION THROUGH 
IT.

INT. THEATER MANAGER'S OFFICE

An office meant for two, containing twenty counters. The 
counting is done with erasers rifling stacks, creating a 
sound, a MUSICAL RHYTHM, as the GROUP CAPTAIN calls out with 
gospel cadence.

		GROUP CAPTAIN
	Who has young males? Young women? 
	Older males?... Older males?...

Matt, his tally finished, squats on the floor, waiting. The 
Group Captain approaches.

		GROUP CAPTAIN
	Older males... older males?

Matt looks blank.

		GROUP CAPTAIN
		(again)
	Older males... over 25?

Matt now realizes that it is his category and hands over the 
older male cards and exits.

INT. THEATER LOBBY - NIGHT

Burke, prowling the lobby as audience stragglers leave and 
Studio Execs and Popcorn Development Staff wait. He looks 
off to see Matt and Nan chatting in another part of the lobby.

ON MATT AND NAN

As they arrive... Nan looks off to see the Group Captain 
approach.

		NAN
	How long since you've seen your 
	daughter?

		MATT
	A little over two years.
		(on her look)
	My wife insisted on moving back to 
	the Midwest--then I was in the 
	Philippines on the mini-series and...

		NAN
		(suddenly and loudly)
	Oh, please. It's one thing being a 
	son-of-a-bitch, but you don't have 
	to be a stupid son-of-a-bitch. People 
	move heaven and earth to see their 
	kids. I don't care if she moved to 
	Pluto, it's abandonment.

		MATT
		(a pause, then)
	Hey, we just met.

		NAN
		(realizing)
	Oh. Sorry.

		BURKE
	Make a guess how we did.

		NAN
	It wouldn't mean anything.

		BURKE
	Nothing good that happens can make 
	it worth feeling the way I do now. 
	Nothing.

An OLDER WOMAN approaches them.

		OLDER WOMAN
	Excuse me.

		BURKE
	Who the hell are you? This is private.

		OLD LADY
	I'm Mr. Eisner's mother.

		BURKE
	Oh. Can I get you some water?

		OLD LADY
	No, thank you.

The Group Captain approaches and hands Nan a sheet.

FULL SHOT

Everyone, all the studio and Popcorn staff, is drawn to Nan.

ON NAN

As she glances at the figures.

ON NAN'S LEFT HAND

As she secretly reaches for and holds Burke's hand. Is it in 
sympathy or congratulations?

TIGHT ON STUDIO EXECUTIVE FACES

As we see in ever-so-SLOWED ACTIONS, tense lips turning 
gloriously upward to reveal gums--then a smile. More smiles 
as we pan across teeth... bonded executives and bonded teeth. 
The shot widens. The studio head mumbles to himself as he 
carefully goes over the tally in every category. Then:

		STUDIO HEAD
	I don't need the numbers. I loved 
	it.

His smiling face takes us:

		NAN
	Burke, ninety in the top two boxes.

TO BURKE

A tear in his eye--a smile shyer than others. He turns to 
the old lady, instinctively using this victory to settle his 
most recent score as he says mockingly:

		BURKE
	Now can I get you some water?

EXT. THEATER - NIGHT

Cathy and Matt are leaning against Burke's car. Cathy is 
distraught--temporarily, but horribly, unsure of herself. 
Matt is looking at her. If he had a little more confidence 
going for him right now, he would make his move. But, for 
now, they are two self-doubters on different trips.

		CATHY
	I never thought it would do this 
	well. There were so many holes; I 
	told everybody it wasn't going to do 
	business. Why am I so public with my 
	opinions?

		MATT
	You might be right.

		CATHY
	Not with that score. You know, maybe 
	tonight's the night I'm losing my 
	entire mind, but weren't you in 
	'Platoon?'

		MATT
	Incredible. I was only there for a 
	minute in the rape scene, moving 
	past Charlie Sheen when I left the 
	hut... I had a great scene cut out... 
	I was...

		CATHY
	But there was that one long close up--
	where you seemed ashamed of yourself 
	but still arrogant.

		MATT
	That's exactly what I was going for.

		CATHY
	It reminded me of my last boyfriend.
		(indicating book bag)
	Got to go.

She hefts the bag--puts it back down--crosses her eyes, 
burlesquing the weight of the bag. He helps her put it on 
her shoulder.

		MATT
	You have to read all that?

		CATHY
	Beast of burden.

		MATT
		(sincerely)
	So what are you, totally wonderful 
	or what?

She smiles and is gone, staggering a bit under the weight of 
her scripts. Matt looks after her. Burke and Nan approach.

		BURKE
	How come you haven't said anything? 
	This is great, right?

		NAN
	No.

		BURKE
	What no?

		NAN
	The definite recommends are way off 
	for a score this high and, even for 
	action-adventure, it's just too low 
	for women.
		(Burke looks anguished)
	I'm sorry.

He leans against the car for support.

		BURKE
	It was such a good score.

		NAN
		(extraordinarily 
		sympathetic)
	I know... And, unfortunately, 
	yesterday's tracking wasn't...
		(he reacts)
	I'm sorry... They just don't seem in 
	the mood for action-adventure right...
		(he reacts)
	Sorry... May I tell you one more 
	thing?
		(he looks up in 
		anticipatory fear)
	I think it's so wonderful that you 
	don't worry about even trying to act 
	strong.

		BURKE
	Thanks. You want to eat something 
	sometime?

		NAN
	I'm, uh... I'm blushing from head to 
	foot.

		BURKE
	Good. I'll call you.

As Burke moves to his car. He SEES the Group Captain paying 
Matt.

		GROUP CAPTAIN
	Thirty-two, thirty-three.

Burke is looking at Matt with some surprise.

		BURKE
	You want to do this regularly for 
	me? I was gonna offer, but I thought 
	it would humiliate you.

		MATT
		(straight at him)
	I don't mind an occasional odd job. 
	But I can't work tomorrow. I have to 
	get my kid.

As they get in the car, Burke has the front door open, about 
to get in--reconsiders, and gets in the rear door.

		BURKE
	Okay, I got the cards to look at--I 
	think I'll ride back here.
		(to Nan)
	Maybe I'll drop by your place 
	tomorrow.

Matt gets behind the wheel, thereby ending the day as a full-
fledged chauffeur. They drive off.

EXT. CORRIDOR - DAY

Burke and Nan returning from lunch.

		NAN
	So, thanks for lunch. I hope this 
	leads to an evening date. Though I 
	have to stay home with my daughter, 
	Leslie, on Saturdays.

		BURKE
		(sincerely)
	Yeah, okay. You were very interesting 
	to talk to. I swear to God. Honest. 
	No kidding. You really were.

		NAN
	I believe you.
		(sincerely)
	And I was very surprised what you 
	were like when you weren't working. 
	There was absolutely no difference. 
	You want to see where we do the 
	tracking?

		BURKE
		(excited)
	Is it okay?

INT. TRACKING ROOM - DAY

The enter the room containing a maze of telephone cubbies 
with workers manning the phones.

		NAN
	Nobody ever wants to see how we do 
	the polling, but they're like little 
	starved puppies when the data comes 
	in--running at you, scrambling to...

Burke hardly hears. He is awed as if by a cathedral.

		VARIOUS WORKERS
	1) How often do you go to the movies?
	2) I'm going to describe a movie in 
	one sentence and then ask you to 
	rate it on a scale of...

		BURKE
		(as the workers 
		continue)
	I love this. This is what counts and 
	this is where you count it.

		NAN
		(soft and true)
	That's the same way I feel.

		BURKE
	You phone all over--you know what 
	movies they're waiting to see, whether 
	your TV spots are working. You know 
	what the country thinks.

		WORKER
	...what feelings do you have about 
	Cher as a singer, an actress, or 
	potential date...

		BURKE
		(again)
	...and it's accurate.

		NAN
	Within six-point-eight percent.

		BURKE
	And you can't fix it... right?

		NAN
	No... no... Sometimes just for myself, 
	I can't resist asking America a 
	personal question.

		BURKE
	Like?

		NAN
		(simply)
	When do you feel more worthless--
	mornings or afternoons?

		BURKE
	I gotta get back.

They pause by a workers to say goodbye.

		WORKER
	Assume Michelle Pfeiffer is the woman--
	which of these 67 actors would you 
	most like to see her with... Patrick 
	Swayze, Keanu Reeves, Dustin Hoffman, 
	Johnny Dep, the guy from 'Major 
	Dad'...

		NAN
	There's something I meant to tell 
	you. You may have noticed something 
	unusual about me.

		BURKE
	I gotta get back.

		NAN
	I could never find the right time 
	to...

		BURKE
	Is this urgent?

		NAN
	Well, maybe not urgent, but 
	immediately significant and necessary 
	to tell.
		(a deep breath)
	You see, there's these pills...

		BURKE
	'Cause I gotta go. I'm listening 
	with an eighth of an ear now.

		NAN
	So long.

He exits as the telephone pollster continues with the list 
of prospective Michelle Pfeiffer male co-stars.

INT. PLANE

Matt, wearing earphones, is in the middle of a row of five, 
intent on what he is watching.

MATT'S POV

A recent example of a great actor in a regular movie... 
something like Brando in "The Freshman." No sound.

ON MATT

Watching intently. Not watching--studying... not studying--
fully appreciating. Now he sees a particularly good moment--
looks around joyously for half a beat--a reflex to share 
what he saw. His neighbors, not quite knowing what he's 
smiling at; he returns his attention to the screen.

EXT. MID-WESTERN HOUSE - DAY

As Matt's cab pulls up. He opens the front gate and walks up 
to the porch, noting a tricycle, stirred by old guilts. He 
knocks on the door. A MAN answers.

		MAN
	Are you Matt?

		MATT
	Uh-huh.

		MAN
	I didn't know if we could wait much 
	longer. Come on in.

He lights a cigarette, takes three quick drags, then flicks 
it away before walking inside behind Matt.

		MAN
		(again)
	She's a real nut on smoking anywhere 
	near the kid.

INT. HOUSE - DAY

They enter. A bedroom down a narrow hallway from where they 
stand. Remember "The Best Years of Our Lives"... Frederic 
March coming home from the wars and seeing his wife just a 
beat before she sees him. Here we have a wretched mutant of 
that moment. Beth, still fierce and attractive, is packing 
her daughter's suitcase when she senses him and looks up. 
Shaking her head with a disapproval which will never die, 
she walks to him.

		BETH
	Hello--did you two meet?

		MATT
	Not really. Is she ready? I have the 
	taxi waiting.

		BETH
	I just have to say goodbye. You have 
	no idea how difficult that is.

		MATT
	It's three weeks.

		BETH
	It's not three weeks.

		MATT
	Yes, it is.

		BETH
	No, it's not.

Several beats--Beth and the man staring at Matt.

		MATT
	It is.

		MAN
	He doesn't know?

		BETH
	You are not taking her for a visit. 
	You are taking her for a while.

		MATT
	Just because you want to go off with 
	him doesn't mean I...

		MAN
	You're getting the wrong idea.

		MATT
	I don't think so. No matter how you 
	put this...

		MAN
	Hey, look, I'm a United States 
	Marshal. I'm here because she didn't 
	show up yesterday to start serving 
	her time.

		BETH
	I don't have a choice. You don't 
	have a choice.

She turns and starts for the other room.

		MATT
	What did she do?

		BETH
		(turning)
	I loved, helped and supported in 
	every possible way a business man 
	who committed the terrible crime of 
	being financially imaginative with a 
	pension fund.

She exits. He sits down, stunned in the headlights of his 
fate.

INT. APARTMENT - DAY

Matt and the Marshal in the foreground as Beth talks to 
Jeannie in the background. We see only glimpses of them. 
Beth's face as she leans towards Jeannie from one side of 
the doorway--just Jeannie's legs dangling on the other side.

		BETH'S VOICE
	Okay, listen carefully, Jeannie. Be 
	still. Now, what's the most important 
	thing in life to know?

		JEANNIE
	No one will ever love me as much as 
	you do.

Matt and the Marshal exchange a look of mutual horror.

		BETH
	Good. Now, concentrate with all your 
	muscles and remember everything I'm 
	about to say to you...

The Marshal and Matt shift uncomfortably.

		BETH
	Don't talk to strangers. They may be 
	killers. Take your vitamins so the 
	poison in the food can't hurt you. 
	What else now?

		JEANNIE'S VOICE
	Teeth.

		BETH'S VOICE
	Right. Thank you. Brush right after 
	you eat or your gums will start to 
	bleed in your sleep and choke you.

The Marshal and Matt can stand no more--they each call to 
her... "Beth... Beth... Mrs. Hobbs... Beth." She looks out 
and then walks to them.

		BETH
	What? I'm giving Jeannie her 
	reminders.

		MATT
	Reminders?!? You can't say things 
	like that to a little...

		BETH
	No. Don't. No. Don't dare. Don't 
	criticize the way I mother or I think 
	I'll start to scream and never st...

		MARSHAL
	Mrs. Hobbs.

		BETH
		(suddenly cheery)
	Yes.

		MARSHAL
	You know, I've been involved with 
	this sort of thing for a long time.

		BETH
	You're not going to criticize me, 
	are you? Not in front of him--because 
	all he's done is send Jeannie these 
	long, stupid letters. He doesn't 
	even realize she can't read. He sends 
	letters to someone who can't read.
		(laughs)
	It's almost funny.

		MATT
	I thought you'd read them to her.

		BETH
		(realizing)
	Oh.

		MARSHAL
	I'm not faulting you. You love your 
	daughter and this is a very tough 
	thing to go through. You feel guilty 
	and caring and it all gets mixed up 
	so that there's so much important 
	stuff going down that there's no 
	sure way of dealing with it, but the 
	best thing you can do is just make 
	sure you love her.

		BETH
	Typical cop talk.
		(on his look)
	But I understand what you're trying 
	to say. Thank you. Can I have another 
	minute with her?

She returns to the doorway which still only provides us with 
glimpses as she SINGS, "DON'T TALK TO STRANGERS." The CAMERA 
MOVES down the hallway to INTRODUCE JEANNIE, trying to puzzle 
things out as she sits amongst a ridiculous number of 
suitcases.

INT. SITTING ROOM - DAY

As the two females who bear his name approach. Matt doesn't 
want a pregnant first moment with Jeannie, so he wards off 
silence with chatter. Unfortunately, he can only think of 
one word.

		MATT
	Hi, hi, hi, hi, hi, hi.

		JEANNIE
		(laughing mirthlessly)
	Hello, monster-poop.

		MATT
		(to U.S. Marshal)
	She has her mother's sense of humor.

Beth stops him with a look, then bends down.

		BETH
	Okay, love, Mommy's going to help 
	others who need her for a few years, 
	and you're going with Daddy as I 
	explained.
		(to Marshal and Matt)
	We'll all have to help with the 
	luggage.

EXT. BETH'S HOUSE - DAY - LONG SHOT

All three adults and Jeannie sharing the burden of the luggage 
as they move towards the cab. Mother and child hug. Matt 
struck by his child's plight, him.

		BETH
		(turning to Matt)
	Beginning now, you must give less 
	value to your own happiness and well-
	being, then hopefully, you will reach 
	the point where you give that no 
	value whatsoever. Give her everything. 
	There's no such thing as spoiling a 
	child.

		MAN
	Even if you have to steal to do it?

		BETH
	You don't really want to mess with 
	me, do you?

		MAN
		(simple honesty)
	No.

		MATT
		(to Jeannie)
	Okay, sweetie. We have to go.

		JEANNIE
		(to Beth)
	I want to go with you.

		BETH
	Can't, pretty-heart. I'm sorry.

Tears fall from Jeannie's eyes.

		JEANNIE
	Not even a compromise?

		BETH
		(thinking)
	The compromise will be that you don't 
	have to ride in back; you can ride 
	up front with the driver... okay?

		MATT
	What?

		JEANNIE
	Okay.

As Beth buckles Jeannie into the front seat, Matt gets in 
the back, alone, feeling preposterous. Beth nods to the 
Marshal, who surreptitiously handcuffs her.

		MATT
		(to driver)
	Can we please go?

SHOT - JEANNIE

The cab pulls away. Matt leans towards her as she looks back 
at the receding figure of her mother and grows still.

ON MOTHER AND MARSHALL

As she sings him one last line of "DON'T TALK TO STRANGERS."

EXT. SIDEWALK AREA - DAY

Matt checks Jeannie's luggage, then takes her hand. She lets 
him. He is grateful.

		MATT
	It's going to be okay. I'm you're 
	dad, you know? So it will be okay. 
	You and I will make it okay. You 
	ever ridden in a plane before?

		JEANNIE
		(a sudden gust of 
		anger)
	Yesssss!

INT. PLANE - DAY

Jeannie and Matt in the center two seats of a five seat row. 
Jeannie is coloring in a book which Matt bought her; he is 
holding some extra crayons.

		JEANNIE
	Don't stare at me.

		MATT
	Sorry.

		JEANNIE
	I want to put on my yellow dress 
	now.

		MATT
	It's underneath the plane. We can't 
	get it.

And just that quick, Jeannie screams.

		JEANNIE
	I want to put on my dress. I want to 
	put on my dress.

Other passengers turn around. This is pretty raw stuff we're 
into. Temper in all its wildness, MUSIC UNDER... electric 
guitar beginning to match the energy and naked emotion of 
the child.

		MATT
	There's no way we can get the dress--
	it's impossible.

Jeannie's feet start kicking in front of her--the person in 
that seat turning sharply around.

		MATT
	Don't kick the seat!

		JEANNIE
	I want the yellow dress.
		(a shriek)
	Give me a compromise.

She is crying now.

		MATT
	As soon as we land. That's the 
	compromise.

MORE MUSIC

Without warning, Jeannie slaps herself in the face. All five 
people in the row ahead turn and say in unison:

		WOMEN IN ROW
	Don't hit her.

		MATT
	God, I didn't hit her--she hit her.

ANGLE ON LIGHTS

As everyone starts pushing the cabin attendant call button. 
These dings magnify until they're part of the music--as it 
drives and drives... Matt takes Jeannie's hand and tries to 
restrain her.

		JEANNIE
	Noooooo. Let go of me. Noooo. The 
	yellow dress... let go... let go.

She breaks away from him. He moves after her.

CAMERA MOVING

At breakneck speed, Jeannie dashes through the plane with 
her father in pursuit... flashes of disapproving faces. The 
seat belt sign goes on. A FLIGHT ATTENDANT blocks his path.

		FLIGHT ATTENDANT
	You'll have to sit down.

Jeannie takes advantage of Matt's being stopped and moves 
into the toilet, locking the door behind her.

		MATT
		(yelling)
	Jeannie, we have to sit down. Please.

		CAPTAIN'S VOICE
	We'll be having some turbulence for 
	the next twenty minutes or so. Will 
	the cabin attendants please take 
	their seats?

		FLIGHT ATTENDANT
	Sir.

		MATT
		(simply and utterly)
	I have no idea what to do.

A sudden bump and Matt falls. He yells to the locked door.

		MATT
	Jeannie, you okay?

		FLIGHT ATTENDANT
	Go back to your seat. I'll get her.

As Matt makes his way back, the Flight Attendant uses a hidden 
latch to open the door. Music building--then calming, the 
worst is over. Matt makes his way back to his seat, shell-
shocked. The Attendant leans over him.

		FLIGHT ATTENDANT
	She wants to be alone. So we're 
	upgrading her.

He just nods.

FULL SHOT

Down the aisle--Jeannie lets an Attendant lead her as she 
peers back at her dad.

EXT. PARKING LOT - NIGHT

Matt carrying the sleeping child like a sack over his 
shoulder, also managing to hold onto all her luggage.

INT. MATT'S APARTMENT - NIGHT

He has propped her on the sofa, a cotton nightgown out. He 
is unbuttoning her dress. She opens her eyes, the window's 
protective bars PLACING A SHADOW ACROSS HER FACE. She attempts 
to cover her fear.

		JEANNIE
	These are the wrong jammies.

		MATT
	Okay... so what do we do?

Jeannie mimics him perfectly under her breath. She goes to 
an open suitcase and throws things on the floor until she 
finds the right jammies.

		JEANNIE
	Where do I sleep?

		MATT
	I have a sleeping bag and bed. Which 
	one do you want?

She surveys her pitiful choice; then points to the sleeping 
bag.

		JEANNIE
	That.

She gets into it. He zips her up--then she says something 
remarkably unexpected.

		JEANNIE
	Hug.

Amazed, Matt hugs her. A half-beat, then:

		JEANNIE
		(sharply)
	Let go.

He does--then stands and looks down at her. She looks back, 
mocking his stare with one of her own.

INT. BATHROOM - DAY

Nan uncertainly enters this decidedly masculine bathroom. 
She is wearing an evening gown. The sun streams through the 
lush foliage outside a wall-sized window. MUSIC as she opens 
her purse and removes a pillbox; at one point lightly singing 
a snatch of lyric concerning the conflicts of being a single 
woman and a single mother--this while totally focused on the 
pills.

INSERT - PILL BOX

A major movie shot of this compartmentalized box. Each 
burrowed nest clearly labeled for the pill it contains: 
VITAMIN B, VITAMIN A, OSCILLOCOCCINUM, PROZAC, CALCIUM, TEST 
DRUG, ASPIRIN, XANAX, ETC.

ON NAN

MUSIC CONTINUES. She dials a phone number while arching her 
neck and swallowing one pill after another with little swigs 
of water. This process continuing, even as she speaks into 
the phone.

		NAN
	Monica--is Leslie up yet? Good. I 
	didn't want you to get worried when 
	you realized I wasn't there. I'm 
	still with that man. I'll tell you 
	about it later. But it's sure nice 
	to have wobbly legs again. Look, 
	today's recycling day for Leslie at 
	school, so give her some empty cans... 
	well, then dump some out for her! 
	Tell her I had to leave real early 
	for work and I'll pick her up at 
	school myself to make up for it and 
	we'll rent any cassette she wants 
	for tonight. Thank you... Take good 
	care.

She hangs up. Another snatch of lyric as she bends to brush 
her teeth with her finger; prepares herself and opens the 
door to greet her new lover.

INT. BURKE'S MASTER BEDROOM - DAY

Burke sits on the edge of the bed, fearful. He sees her.

		BURKE
	Oh, I thought you took off in the 
	middle of the night.

She moves quickly to him.

		NAN
	No. I just had to call home. Is that 
	why you're sad?

		BURKE
	No. It's Everett. This kid who used 
	to work for me. He was always crazy 
	to do his own movie.

		NAN
		(fearing worst)
	What happened?

		BURKE
		(very down)
	His movie not only opened to a three 
	million dollar Friday--it's gotten 
	great reviews.

Nan is dumbfounded; still she puts a hand on him, actually 
consoling him for his hideous thought--Hollywood lovers: he, 
wrapped up with ill thoughts of others; she, feeling intimate, 
yet severely compromised. Cupid's work is done.

		BURKE
		(again)
	Listen. I'm tremendously worried 
	about 'Ground Zero' because of the 
	bad 'want to sees' you sent over. 
	But that's just me being nervous 
	over nothing, isn't it?

		NAN
	No. That's just you correctly 
	assessing the situation. So stop 
	being so hard on yourself.

He eyes her, then:

INT. MATT'S HALLWAY - NIGHT

We hear a muffled argument between Matt and Jeannie coming 
from inside their apartment. Then the door opens and Matt, 
holding Jeannie by the hand, moves down the hall to the next 
door and knocks. (NOTE: Jeannie is dressed in layers of varied 
clothing--some of the layers play clothes, some fit for a 
coronation. She is a pocket contemporary Annie Hall... her 
style so much her own it transcends judgement. Her hair is 
unkempt. The door opens revealing Lucy, an Hispanic woman in 
her mid-30s.

		MATT
	How're you doing? I'm from next door. 
	I see you with your kids in the 
	laundry room...

		LUCY
	Hello.
		(seeing Jeannie, turns 
		warmer)
	...Who are you?

Jeannie is a bit shy.

		MATT
	Say, 'Hello, I'm your new neighbor 
	now too.'

Jeannie says nothing.

		LUCY
	I'm Lucy Crisala... What's your name?

Jeannie says nothing.

		MATT
	Say, 'Jeannie.'

The form of the conversation is forged. Jeannie not answering 
anything. Matt bending over to Jeannie while he forms her 
answers to Lucy.

		LUCY
	I have a little girl too.

		MATT
	Say, 'Isn't that nice... How old is 
	she?'

		LUCY
	She's four and a half and I have a 
	little boy who is not yet one year.

		MATT
	Say, 'That's nice... I'd like to 
	play with them... My Daddy didn't 
	know your phone number, so we just 
	decided to...'

		LUCY
		(interrupting)
	What can I do for you?

		MATT
	Say 'Daddy has to go to work tonight 
	and...'
		(catching himself and 
		looks directly at 
		Lucy)
	I need someone to help me and her on 
	short notice. I've seen your around 
	with your kids and hoped you knew 
	someone in the building or close by. 
	I've got this new job that starts 
	now. Do you know anyone?

		LUCY
	Well, I'm always here. I could maybe 
	do it myself.

		MATT
		(there is a God and a 
		good one at that)
	Oh, this is so great. Let's work out 
	a full-time schedule and...

		LUCY
	Wait. Jeannie, why don't you come in 
	for a minute and meet Ricky and Essa. 
	Come on, we're making fruit bars.

Jeannie walks into the apartment past her father.

		LUCY
		(again, to Matt)
	Why don't you leave her for a while 
	and then we talk.

		MATT
	Sort of a test?

		LUCY
	We'll just see how it works.

INT. LUCY'S APARTMENT - NIGHT

Play-pen in the middle of the floor... Jeannie stands there 
staring at Essa who is playing with her little brother. Matt 
moves to embrace Jeannie who cranes away from him. He stays 
with it, whispering in her ear.

		MATT
	Please behave, understand? I don't 
	know what we'll do if this doesn't 
	work, so behave, sweetheart. Behave, 
	behave.

As he exits towards his own apartment.

							DISSOLVE TO:

INT. MATT'S APT. - 20 MINUTES LATER

Matt is extraordinarily anxious. Then he HEARS loud crying 
and screaming from next door. There is a stab of despair. 
Matt deflates, then resigned, exits.

INT. HALLWAY - NIGHT

The sound of screaming now louder. He walks to Lucy's door, 
takes a breath and knocks. The door opens and Lucy stands 
there looking rattled.

		MATT
	I'm sorry I bothered you.
		(calling inside)
	Jeannie...

		LUCY
	Could I have her a little bit longer? 
	My little boy just fell and Jeannie 
	is the only one he let hold him.

ON MATT

A devil's weight lifted from his shoulders. The slap-happy 
smile of the just saved plastered on his face.

		MATT
	Your little boy fell, so he's 
	screaming. And you want her to stay.

Lucy, confused by his buoyant reaction, nods.

		LUCY
	Okay. Seven dollars an hour?

		MATT
	Great. Thank you. See you later, 
	Jeannie.

He tries to kiss her, but she shuns him. Lucy, now having an 
official status, turns to admonish her.

		MATT
	No, that's okay. I'm fine with it. I 
	feel fine.

EXT. MOVIE THEATER - NIGHT

Burke walks tight little circles near Cathy and the rest of 
his staff while a few feet away Studio Executives stand in a 
cluster. There is a DISTANT, RHYTHMIC SHUFFLING SOUND. Burke 
walks past Cathy.

		BURKE
	Nothing good that happens tonight 
	can make it worth feeling the way I 
	do right now. Nothing.
		(turning to Cathy)
	What do you think?

		CATHY
		(nervously taking the 
		plunge)
	To be honest, I had problems with 
	'Ground Zero.' But this 'People Get 
	Hurt' one, while it might not be my 
	exact, exact thing, I think will 
	really work for an audience. It's so 
	over the top, you have a great time.

		BURKE
	So you think it'll score big?

		CATHY
	Yes.

INT. COUNTING ROOM - NIGHT

Where we discover the SOURCE OF THE SOUND. Some twenty card-
counters on the floor riffling through stacks of cards with 
erasers. Matt and Nan stand in the doorway.

		NAN
	Don't worry. My daughter used to 
	throw fits in supermarkets when we 
	first moved here. It's all so 
	perfectly normal. Plus I know a great 
	psychiatric children's group.

		MATT
	That's what breaks your heart. 
	Jeannie's problem is that she's so 
	down on herself.

		NAN
	Well, she's lucky to have a daddy 
	who cares, believe me.

		MATT
	I don't know if lucky's the word. 
	I'm hoping she's asleep when I get 
	home so I won't have to deal with 
	her... I'm actually afraid of my own 
	kid.

		NAN
	Oh, my. I've had exactly that feeling 
	and never said it out loud. See, 
	there are men who talk my language 
	and I'm just cursed that I'm not 
	attracted to them because they are 
	so nice they remind me of myself.

Matt laughs. In the b.g., the counting is completed.

		GROUP CAPTAIN
	Excellents?

		GIRL COUNTER
	Seven.

		GROUP CAPTAIN
	Very goods?

		BOY COUNTER
	14.

		GROUP CAPTAIN
	Fairs?

		SECOND BOY CARD COUNTER
	30.

		GROUP CAPTAIN
	Poors?

		SECOND GIRL CARD COUNTER
	Just a second...
		(finishes counting)
	666.

The Group Captain notes the figure on a sheet, walks to the 
doorway and hands it to Nan, who is still deep into 
conversation with Matt. She begins walking back to the theater 
without looking at the sheet in her hand.

		NAN
	I felt terrible about the way I blew 
	up at you when I first met you.
		(before he can object)
	Please.

FULL SHOT - THEATER AREA - NIGHT

Burke and others waiting as Matt and Nan come to a stop some 
distance away.

		BURKE
	What are they doing?

		NAN
	I began taking anti-depressants when 
	we moved here from Washington. I had 
	some small reactions--sleeping 14 
	hours, no libido, I gained 17 pounds 
	in nine days--that sort of thing. So 
	they gave me pills to deal with the 
	side effects. And then pills to deal 
	with the side effects I was getting 
	from those pills. All this besides 
	the stuff the nutritionist was giving 
	me. The combination formed some sort 
	of potion so that I keep telling the 
	truth. I don't have a choice. That's 
	why I was so rude to you.

		MATT
	Your doctor says this?

		NAN
	Oh, yes. He's excited, but only 
	because he sees glory for himself in 
	it... See, ordinarily I wouldn't say 
	that about my doctor, but I can't 
	help it, it's the truth. He's 
	monitoring me for a while longer 
	before writing it up for this medical 
	journal...

Cathy has joined them.

		CATHY
	Burke's going crazy waiting for the 
	score.

		NAN
	Coming.

		CATHY
		(to Matt)
	How are you, anyway?

Matt shifts, figuring out his answer.

		CATHY
		(a small laugh)
	It's a tough one, huh? Me too.

Nan looks down at the score.

		NAN
	Oh, my. Matt, I'd better drive him 
	myself.

She starts for Burke.

ON BURKE AND OTHERS

As Nan arrives and hands the Studio Executives the score, 
Burke looking over their shoulders.

		BURKE
	I can fix this... Get some narration 
	written. . .
		(turning to Director)
	You'll cut 30 minutes. It will come 
	out like butter.

		DIRECTOR
	We're only 77 minutes now...

		BURKE
		(mumbling to himself)
	...a 47-minute movie... no, that 
	won't work...

		FEMALE STUDIO EXEC
	I have to go. I have a nanny problem. 
	Priorities, right?

		BURKE
	Thanks for the support.

She kisses his cheek and leaves. A beat of silence... Burke 
turns to Nan.

		BURKE
		(again)
	Can you help?

Exactly the moment Nan has been waiting for... she does have 
a valuable observation to offer at this dark moment.

		NAN
	Yes, I can.

		BURKE
		(hopeful)
	Go ahead.

		NAN
	It's only a movie.

As Burke looks at her from the depths of his pain and sees 
her confidently believing that she has imparted something of 
value, the movie's marquee lights go off giving us a:

						BLACK OUT:

INT. MATT'S HALLWAY - NIGHT

As he carries an enormously resistant Jeannie, wearing a 
borrowed T-shirt nightie, back towards his apartment... Matt 
has Jeannie under one arm--her clothes and shoes in another... 
Jeannie's arms are extended towards Lucy, who stands in the 
open doorway of her apartment. She begins thrashing. Giant 
tears come--the moment is operatic.

		JEANNIE
	Let go. Please, Lucy, don't make me 
	go.

		MATT
	Everyone's tired. You can come back 
	tomorr...

		LUCY
	Listen to me, Jeannie...

		JEANNIE
	I want to live here with these people. 
	God, let me live here.

		MATT
	Maybe if she stayed tonight she...

		JEANNIE
	I love it here so much that...

Now her father's last words have registered on her--she 
immediately stops crying, though tears still roll down her 
cheeks.

		JEANNIE
	Daddy says I can stay.

Jeannie wriggles away towards Lucy's doorway. Lucy takes 
several steps toward Matt, who obviously fears the looming 
exchange.

		LUCY
	I no think you can give her what 
	pleases when she act like this... 
	Because then she think...

Matt is very much like a fighter taking a great deal of 
punishment, knowing he is beaten, but being told by his corner 
he must make a fight of it. He nods his head repeatedly in 
agreement...

		MATT
	I know... I know...

Now he sniffs the air in quick rhythm, hoping to draw in 
some courage and resolve. He moves to Jeannie.

		MATT
	You'll see Lucy in the morning. We're 
	going home.

		JEANNIE
	No. I'm not! STOP!

INT. MATT'S APARTMENT - NIGHT

As they enter and Matt pushes her into the other room and 
closes the door, placing her in there alone.

INT. BEDROOM - NIGHT

Jeannie, behind the double glass-paneled doors of the bedroom.

HER POV

Matt, upset in a way he has never imagined, as he pops a 
beer--puts on some headphones for calming music and begins 
to read a book on child behavior modification.

ON JEANNIE

Feeling the restrictions of her punishment, pacing and now 
she begins to wail "THIS LONELY LIFE". Few adult women have 
sung with such appropriate passion out of need and loss, 
aloneness and confusion. The song finishes. Jeannie sits 
huddled.

							DISSOLVE TO:

EXT. ROOFTOP - DAY

This rooftop serves as an outdoor commissary for Popcorn 
Pictures. There are a few tables, snack machines and 
umbrellas. The whole "D" staff is there, including Cathy, 
having lunch, along with Claire, the casting assistant. In 
the b.g., we see Matt, huddled, sitting on the roof's awful 
green outdoor carpeting, feeling much the same as Jeannie in 
the previous scene.

ON MATT

Off in the distance, the Popcorn execs contentedly ply their 
trade. As he overhears their conversation and the words begin 
to register in all their horror.

		MILLIE
	Will somebody take a minute to look 
	over my casting list before Burke 
	gets here?

		MALE D PERSON
		(scanning list)
	This isn't so great, Millie.

		MILLIE
	Well, I wanted to put in people we 
	had a shot at getting.

		MALE D PERSON
		(reading from list)
	F. Murray Abraham, Jeff Daniels, Ed 
	Harris, John Lithgow, Rip Torn, Willem 
	Dafoe, John Malkovich... For an action 
	lead?

		MILLIE
	Could you at least take it one person 
	at a time instead of...

		MALE D PERSON
	Okay. Let's play 'State the 
	Obvious'... F. Murray Abraham has a 
	nose as long as an Aspen ski line, 
	Ed Harris is losing his hair, Joe 
	Mantegna has never played the lead 
	in a big movie... Willem Dafoe's 
	teeth... Bob Hoskins looks fur bearing 
	when he takes off his shirt... 
	Malkovich...

Matt can take it no more. He hears a loud voice coming from 
his own throat. He wigs out.

		MATT
	I can't stand it anymore. I can't.

		CATHY
	What's wrong? What happened?

		MATT
	What, in God's name, are you doing 
	in this job you have?

SHOT

As they all start to answer at once.

		MATT
	I mean him. What, in God's name, do 
	you know about casting?

		MALE D PERSON
	Me?

Matt rises and walks towards the Male D Person.

		MATT
	Yes. What do you know? About anything? 
	You don't even know you have a habit 
	of touching your tongue with a finger 
	like you want to lick yourself.
		(note: this is his 
		little habit)
	Yet, you talk like you actually know 
	something... So I want you to tell 
	me...
		(louder)
	...what you know.

		MALE D PERSON
	I'm not going to be drawn into this.

		MATT
	I've been an actor most of my life 
	and this is the first time I've ever 
	heard what the people calling the 
	shots sound like when they're casting. 
	So I really want to find out what, 
	if anything, you know because what 
	if nothing you know.

		FEMALE D PERSON
	I don't think the yelling is 
	necessary.

		MATT
	Oh, you couldn't be more wrong. And 
	I'm not talking to you. And I don't 
	like you.

		MALE D PERSON
	How about you just mind your own 
	business?

Matt is very close to him--he shakes his chair.

		MATT
	You're minding my business. That's 
	the problem... so, just tell me, 
	what do you know?

ON MALE D PERSON

Matt's manner is threatening. The Male D Person looks around 
for some support and finds little... then Matt's tone 
changes... it's reasonable, almost seductive.

		MATT
	Just tell me and I'll shut up.

		MALE D PERSON
		(taking the bait)
	First of all, I've been going to 
	movies since I was six, for God's 
	sake...

		MATT
	What you know is the size of a 
	schnozz. What you don't know is that 
	these guys...
		(indicates list)
	...are for real...

ON CATHY

She is a ricochet victim of every word Matt says, as he 
continues to indict the Male D Person and unknowingly reach 
her instead. His fury grows and becomes more complicated, 
containing an element of mourning.

		MATT
		(again)
	...that they can make something 
	happen, and even they don't know 
	what that is till they get in there 
	and play a little... they can make 
	something happen that you can't even 
	imagine... and it's not your fault, 
	this stupidity... 'cause you're just 
	this scared little prick who gets to 
	say he's making movies, and the only 
	thing they ever taught you is that 
	what you like doesn't matter.

		MALE D PERSON
		(frightened)
	Thanks for understanding.

The anger leaves Matt. He is depleted.

		MATT
	But isn't it almost good manners for 
	you to feel a little shame?

Cathy rises and begins to exit.

		MATT
		(again)
	I didn't mean you.

		CATHY
	If you didn't, you sure should have.

She exits. The D Person's Colleagues have taken advantage of 
the beat to egg him on.

		MALE D PERSON
	You talk about manners--are you 
	actually so bitter you don't realize 
	how you acted just now? You're gone, 
	pal. But at least know that we can't 
	help that we're making it.

		MATT
	Oh, shit. You win. You got lucky 
	with 'bitter.' That word just scares 
	me to death.

INT. STAIRWELL - DAY

A distraught Cathy is walking down as Burke bounds up.

		BURKE
	You look down.

		CATHY
	I am.

		BURKE
	Thank you. I appreciate the support.

		CATHY
	I'm not down for you. I'm down about 
	myself.

		BURKE
		(not hearing)
	Oh. What if 'Ground Zero' doesn't do 
	well this weekend?

		CATHY
	Please listen to me.

He nods, but she pauses, disconcerted.

		BURKE
	What?

		CATHY
	I just got this feeling of seeing 
	myself talking to you and how this 
	is the most important moment of... 
	ever.

		BURKE
		(brusquely)
	Okay. Good. What is it?

		CATHY
	I've been watching this company make 
	movies that cost tens of millions of 
	dollars and all the while I've known 
	about this wonderful script which we 
	can somehow own and we could make 
	for about $14,000,000... $3,000,000 
	if you can live without stars or a 
	name director.

		BURKE
	Is that it? Okay, send me...

		CATHY
	I've sent you coverage on it nine 
	times. I swear to you, Burke, it 
	will work. You've never heard me say 
	that.

		BURKE
	How about last night?

		CATHY
		(an unexpectedly fierce 
		outburst)
	I don't know anything about action-
	adventure!!
		(on his look, she 
		gains control)
	I have no idea where that came from. 
	Hey, I know everyone thinks I don't 
	have any commercial sense because of 
	what I said at the 'Gremlins' preview 
	and all... And you think I can't put 
	myself on the line. Well, if this 
	picture doesn't work, fire me. Have 
	me killed if it doesn't get good 
	reviews. If this doesn't get a 70 
	percent definite recommend from women 
	49 and under, I promise to be your 
	sex slave until they drop ticket 
	prices back to five bucks and start 
	enforcing the R rating.

		BURKE
	You're selling very excellent. Very 
	excellent presentation.

		CATHY
	You've got to do this. I think this 
	movie can save me.

		BURKE
		(disgusted)
	Oh, please... What's the script?

		CATHY
	'Mr. Deeds Goes to Town.'

EXT. MATT'S APARTMENT - EVENING

As Matt exits his car with beaten down body language.

INT. APARTMENT BUILDING - EVENING

As he leads Jeannie briskly down the hall from Lucy's 
apartment and into his own.

		JEANNIE
	Why couldn't you even look at the 
	way I dressed Ricky?

		MATT
	Look, I don't want to talk about it. 
	I just had a real rough day... so 
	just let it sit there, okay?

		JEANNIE
	But what was it? Tellll me... 
	Compromise... You sad?

		MATT
	Yes.
		(through gritted neck 
		cords)
	Now, I really need to be quiet.

		JEANNIE
		(eyes him, then)
	You!! I know what will cheer you up.

Moving very quickly and with great purpose, she slaps a tape 
into a pink child's cassette player and MUSIC BEGINS... 
Jeannie sings along with the child's chorus on the tape, 
"YOU COULD BE WONDERFUL", making, with little hand motions, 
the last thing Matt needs, but, in due course, he starts to 
actually make a bit of transitional progress out of his own 
troubles and into the fact that his daughter is beguiling. 
But, before the mood can fully sweeten, Jeannie forgets the 
lyrics and begins to verbally assault herself as the tape 
continues to play...

		JEANNIE
	I can't even remember the words... I 
	am stupid.

		MATT
	No, you're not. You're not stupid 
	and I'm not bitter... and you know 
	why? Because there's no cure for 
	either one and we've got to believe 
	in some cure for each of us.

		JEANNIE
	I am stupid. I can't even remember 
	the words to some baby song.

		MATT
	Oh, Jeannie... I just can't do this 
	now.

The phone rings... As he goes to answer it...

		MATT
		(into phone)
	Hello? Yes. Cathy... Hey. Just a 
	second.

His mood has changed. It's a fine sign that Cathy has called 
him at home. He needs only for his child to take pity and 
listen to him.

		MATT
	Jeannie, please... be quiet for one 
	second... this is very important for 
	me.

She decides, with some difficulty, to let him continue.

		MATT
		(into phone)
	So? Wow. Good for you. 
	Congratulations.

Jeannie mouths the words, "Who is it?" Matt holds up a finger 
asking her to wait.

		MATT
	Me? This is great. I'll come right 
	over and pick up the script. Okay. 
	If you want to. Bring it over. 
	Goodbye.
		(to Jeannie)
	We might make it yet, kid.

EXT. MATT'S STREET - EVENING

As Cathy drives past some rough examples of street life, and 
finally finds Matt's building with its grim iron gate security 
system. Cathy, uncomfortable in these surroundings, parks 
her car, brushes her hair, while, at the same time, putting 
in place a phony cheap-car-radio-sticker over her own 
expensive system, and gets out.

INT. MATT'S APT. ENTRANCE - EVENING

She buzzes his apartment and waits.

		MATT'S VOICE
	Cathy?

		CATHY
	Yes.

		MATT'S VOICE
	I'll buzz you in. You've got to be 
	quick and push hard.

In the b.g. WE HEAR Jeannie loudly imploring her father to 
make the person wait till she's finished dressing. There is 
the SOUND OF the buzzer. Cathy hurls herself at the door a 
good four times before finally timing it right and gathering 
the necessary strength to spill through.

INT. MATT'S HALLWAY - EVENING

Cathy stands there overhearing the voices from inside.

		JEANNIE'S VOICE
	But why can't I stay just a little 
	while?

		MATT'S VOICE
	Because this is a very special friend 
	of Daddy's and I need privacy... Be 
	fair... I let you wear that dress.

Cathy knocks. Matt opens the door.

		MATT
	Hi.

He steps aside so Cathy may enter... The place is tidied up. 
He has changed his clothes and Jeannie is wearing a lace 
dress, fit for a young princess, complete with flowered tiara 
and ballet slippers, with trailing blue ribbons at the heels 
and a velvet cape.

		MATT
	This is my daughter, Queen Elizabeth. 
	Jeannie, this is Cathy.

		CATHY
	Hi... What a pretty dress.

		JEANNIE
	Thank you. That's nice.

ON MATT

Happy that Jeannie is behaving so well.

		CATHY
	Are you going to a party?

		JEANNIE
		(wildly hopeful)
	Am I going to a party, Dad?

		MATT
		(quickly)
	No. You're going next door.

Jeannie is crest-fallen; for a horrible second, it looks as 
if she may start to wail... Matt moves into action with a 
pep talk.

		MATT
	Remember our compromise? You're going 
	next door to Lucy's to play and you'll 
	show the kids your dress and I'll 
	come get you later and we'll go out 
	someplace and I'll buy you anything 
	you want for under seventeen dollars?

		JEANNIE
	I remember.

She starts for the door, doubles back, and kisses a surprised 
Cathy full on the lips... The gesture is beautifully, even 
movingly carried off. It is totally false.

		JEANNIE
		(again to Cathy)
	Goodbye. I love you...

		CATHY
		(totally thrown)
	Well,... thank you.

Jeannie is on the run... as she passes her father.

		MATT
		(sotto)
	Thanks.

Jeannie nods acknowledgment as she flies past.

OTHER ANGLE

Favoring Cathy, Matt leans out the doorway until Jeannie is 
safely next door, then re-enters.

		CATHY
	What a little winner, huh?

		MATT
		(modestly)
	Oh...?

		CATHY
		(waving script)
	This is my favorite project. And it 
	looks like we're going ahead with 
	it.

		MATT
		(overlap)
	'Mr. Deeds Goes to Town?' Oh, it's a 
	remake...

		CATHY
	Well, come on, what's original? And 
	this is a wonderful rewrite. It's 
	funnier.

		MATT
	And there's a part in it for...

		CATHY
	Yes... Burke says I can test whoever 
	I want. He wasn't even surprised 
	when I mentioned you. So, if you 
	could read this rewrite now and if 
	you like it, we can make a test 
	deal...
		(catching herself)
	they can make a test deal... we can 
	tell them that they can make a test 
	deal.
		(in explanation)
	I think it's important for me to 
	steer clear of the business end.

		MATT
	Okay... which part?

		CATHY
	Longfellow Deeds.

		MATT
	Mr. Deeds?

		CATHY
	Who goes to town, yes.

Matt takes this in... takes this miracle in.

		MATT
	Who are we kidding? I'm even having 
	trouble getting short parts--I'm 
	going to say I love it no matter 
	what you've done to it.

		CATHY
	Stop being so creepy honest. I really 
	have an instinct about you for this. 
	I'm going home--call me when you 
	finish reading it.
		(how quickly status 
		changes things)
	Or... come on over.

INT. BURKE'S BEDROOM - EARLY EVENING

A post-coital moment though only the man is visible; Burke, 
who lies on the bed wearing a shirt and tie and nothing else. 
Nan lies out of sight on the floor where she is recovering 
from the deepest orgasm of her life.

		BURKE
	Why not? If you can test movies and 
	premises and want-to-sees, why can't 
	you test screen tests?

Nan hauls herself into view, climbing back onto the bed.

		NAN
	I can't deal with your self-centered 
	dribble right now. I have just had 
	the biggest orgasm of my life and 
	I'm trying to figure out if I'm in 
	love with you.

		BURKE
	What?

		NAN
	Whoops. Tell me what made you rush 
	over and pick me up and bring me 
	here at six o'clock. I mean we seem 
	to have...

She closes her eyes in a characteristic and touching gesture, 
as the scientist in her struggles to be precise.

		NAN
		(again)
	...this unspoken agreement not to 
	talk about why we're together when 
	we're together and I don't think 
	it's good to let that become a pattern 
	for us.

She focuses again on Burke. Prepared for, at last, some verbal 
intimacy.

		BURKE
	Why did I rush to you? Because I 
	felt like I had to... be with someone 
	and you were closest.
		(on Nan's reaction)
	What's wrong?

		NAN
	You're not at all aware that you've 
	just said something...
		(her eyes close)
	...unattractive?

		BURKE
	Look, I'm sorry if that came out...

		NAN
	I'm not looking for an apology.

		BURKE
	I'm just trying to say that one of 
	the things I'm not great at is...

		NAN
	Let's not make this about your 
	shortcomings. I'm sure you've had 
	enough of those conversations to 
	last you a lifetime. What I'm...

		BURKE
	No, I haven't.

		NAN
	No, you haven't what?

		BURKE
	Had a conversation about 
	shortcomings...

		NAN
		(aghast)
	No woman has ever told you that you 
	have an almost barbaric insensitivity? 
	That you seem to have lapsed into 
	some final cynicism, where you 
	actually believe that, not only does 
	everyone think the way you do, but 
	only you have the courage to express 
	it? That you seem horribly certain 
	everyone else is sort of pretending 
	when they talk about love or seem to 
	care for anything outside their own 
	anus? No one's ever said that sort 
	of thing to you?

		BURKE
	Oh, yeah... But I didn't get what 
	you meant by 'shortcomings.' Hey, if 
	you think things like that, what are 
	you doing here?

		NAN
		(indignantly)
	I'm here for the same reason 86 
	percent of older women loved 'Beauty 
	and the Beast.' I would like to 
	believe that underneath the creature, 
	there is a sweet, caring guy.

		BURKE
	I sure hope you're wrong.

Nan breaks up, shaking her head ruefully.

		NAN
	I have to pick up Leslie.

Burke, not having intended humor, is also lighthearted, having 
somehow avoided a tight spot.

EXT. CATHY'S HOUSE - NIGHT

Matt, holding the script, walks the small lane through the 
tidy lawn to the perfect Silver Lake cottage. We HEAR MUSIC 
from inside. (A soundtrack.) There is a note on the door, 
which is slightly ajar, reading: "Come right in if you loved 
it--ring if you have reservations." Matt enters.

INT. CATHY'S HOUSE - NIGHT

White walls, thick rugs, great, great, fantasy garret; sparse, 
but cozy. He walks a step, then there is a girlish squeal 
and a naked Cathy streaks the rest of the way to her bedroom 
from the bathroom.

		CATHY
		(calling)
	I mistimed it.
		(sticking her head 
		out the door)
	I wanted you to catch me fully 
	frontal.

She smiles broadly; hurriedly putting on something quick and 
loose to match her buzz. As she walks to him, the phone rings. 
She ignores it.

		CATHY
	So you loved it. A lot? A little?

		MATT
	Give me a second--all of a sudden, 
	there's a lot to deal with.

She sits on the sofa--looking at him.

		MATT
		(again)
	It's terrific.

		CATHY
		(pointedly)
	Do you see why I think you're right?

		MATT
	Because you're nice and you know I 
	need work.

		CATHY
		(lower)
	You know this is really happening, 
	so I wish you wouldn't kid around 
	about it.

		MATT
	Sorry, but I think the audition rule 
	is that I have to be serious unless 
	the person in charge is wearing a 
	bathrobe and her nipples are sticking 
	out...
		(holds fingers apart)
	...this much.

Cathy peeks down her bathrobe. Then broadly.

		CATHY
	There are some mixed signals coming 
	out of here, aren't there?
		(phone rings; she 
		answers)
	Hi. Working... I can't write down a 
	number now. Call me back.
		(to Matt)
	The script?

		MATT
	It's really good. I get a little 
	nervous thinking about the 
	opportunity.

		CATHY
	I want to hear everything. You want 
	to go page by page?

		MATT
	If it's okay. I kind of work on these 
	things in a private... it's just... 
	it's a little better for me if I 
	don't...

		CATHY
		(hurt)
	Okay.

		MATT
	Okay, let's do it. It won't kill me.

		CATHY
	Please. I understand.

An uncertain beat and then she leans over and kisses him. A 
sound escapes him. They get up and begin walking to the 
bedroom.

		MATT
	I swear to God, I don't know which 
	thing I want more, the sex or the 
	conversation afterwards.

		CATHY
		(a smile)
	What do you mean?

INT. CATHY'S BEDROOM - NIGHT

As they enter and move to the bed where Matt starts 
undressing.

		MATT
	I mean I haven't been to bed with 
	anyone since Jeannie got here... I 
	haven't talked to anyone the way I 
	need to.
		(cradling her breast)
	I haven't seen anything this 
	beautiful. I haven't felt this good 
	about life. I mean, I've been lonely, 
	Cathy.

		CATHY
		(as he enters her)
	I'll tell you the truth, Matt. I've 
	never felt more like turning my phone 
	off.

She twists her body gracefully, sexily towards the phone.

		MATT
	You can't shut the phone off. I left 
	this number with Jeannie's sitter.

		CATHY
	I don't understand what you're worried 
	about.

		MATT
	I'm not worried. But if the phone 
	was off, I would worry.

		CATHY
	But I get a lot of calls.

		MATT
	Oh.

		CATHY
	I could put the machine on 'monitor,' 
	but it's going to be... I don't know.

		MATT
	It will be okay. I think the most 
	important thing is to stop talking 
	about the phone. Turn it off, monitor, 
	whatever.

		CATHY
	Okay.

She twists toward the phone again--not quite so beautifully.

OTHER ANGLE

As she hits the "monitor" button, then turns back to him.

		CATHY
	You look so serious.

		MATT
	I am so serious.

CATHY'S POV

Matt totally there... this is major for him, then he does 
something sensitive... reads her concern over the depth of 
his need and interest and shrugs, indicating he can't help 
it.

ON CATHY

She likes him.

THE COUPLE

As they make love... their union thrown off kilter by the 
phone messages which roll in periodically as they thrust and 
sweat towards intimacy.

		YOUNGER MALE VOICE
		(broadly)
	Hi, Cathy... All my magazines came 
	today... Read the new Vanity Fair, 
	they take apart three people we 
	hate... Spy is bad this month... 
	Scorsese didn't get the Time cover, 
	the plane crash did... ha, ha, ha... 
	Why aren't you at the office? You 
	know, I'm getting to the point where 
	I prefer to reach people's machines... 
	Bye.

The love making continues as the calls continue.

		MALE D PERSON VOICE
	Cathy? Are you there? Hello... Are 
	you there?? I'm going to count to 
	ten. One, two, three...
		(then to someone 
		passing his office)
	Did you go to the screening last 
	night? What did you think? That makes 
	two bombs in a row for her.
		(into phone)
	...four, five, six... Pick up if 
	you're there. I've got major gossip... 
	major screwup. It could be good for 
	us.

Cathy, in the throes of sexual union, feeling a bit divided 
by the offer on the phone... she shakes it off.

		MATT
	Is this the kind of crap you listen 
	to all day?

		CATHY
	Please, we're making love here.

		BURKE'S VOICE
		(incredibly depressed)
	If the TV show bombs, there's going 
	to be a dance party on my grave. I 
	don't give a crap. Nothing seems to 
	have a point anymore. I'm really 
	questioning everything... including 
	action-adventure... Don't tell anyone 
	I'm down. Even destroy the message 
	tape. Don't tell anyone I said to 
	destroy the message tape. Don't even 
	give hints that there's something 
	you can't tell them, but you wish 
	you could... I'm losing it. I'm losing 
	it. I'm losing it. Don't tell nobody. 
	Don't tell nobody. Don't tell nobody.

The sound of a hang up... the couple having more difficulty 
making love...

ON CATHY AND MATT

As they look to the phone and react--still joined, then:

		JEANNIE'S VOICE
		(sobbing)
	Daddy...
		(berating someone who 
		is with her)
	You dialed bad... Where is he?

		LUCY'S VOICE
		(with Jeannie coaching 
		b.g.)
	Matt, Jeannie is very upset because 
	you are not here when you said. And 
	now the big hand is on the eight...

The sound of a hangup... As Matt springs from the bed.

		MATT
	I'm sorry...

		CATHY
	It's all right.

		MATT
		(as he leaves)
	Is there a name for what we just 
	had?

INT. BURKE'S CAR - DAY

Matt driving. Burke in back as his anxieties gnaw away.

		MATT
	This is awkward, my driving you around 
	and testing for you tomorrow.

		BURKE
	Not really.

		MATT
	Well, I hope you understand I can't 
	drive you to work tomorrow and then 
	go in and test. It's just...

Burke reluctantly considers, then:

		BURKE
	Okay. I was going to come in late 
	anyway. I'll get one of the kids to 
	drive me.

		MATT
	Thanks. And, look, if I get the lead 
	in this movie, you'll have to go 
	back to sitting up front with me.

Burke laughs--surprised at being genuinely amused.

INT. MATT'S APARTMENT - MORNING

Matt, wildly dialing a phone--orange juice in hand, Jeannie 
standing nearby. He shrieks one phrase.

		MATT
		(into phone)
	No sitter!!! Thanks. We're leaving 
	now.

INT. MAKE-UP ROOM - DAY

Matt is in the final process of being made up, going over 
his lines. Cathy enters.

		CATHY
	Jeannie's fine. There's a whole bunch 
	of kids in the building. She's 
	fascinated. And they're all ready 
	for you.

		MATT
	How many men are they testing today?

		CATHY
	You're the only one.

Matt is surprised... But he is a pro and so immediately makes 
use of this sudden blip in status.

		MATT
	Then tell them I need a little more 
	time.

		MAKE-UP PERSON
	No, it's okay, we're done.

		MATT
	I mean for me. I want to focus a 
	little.

		CATHY
	Sure.
		(she hugs Matt)
	Good luck, Matt.
		(whispered advice)
	The thing they're looking for most 
	is sexy.

And then they're gone. With that bit of advice, Matt is 
totally fucked up. A beat after Cathy leaves:

		HAIR PERSON
	You know who she was involved with 
	for a minute or so?

		MAKE-UP PERSON
	Who?

		MATT
		(quickly)
	Hey!

On their look...

		MATT
		(again)
	You guys have to leave. This is 
	important and I need to be alone 
	right now...

They exit... Matt thumbs through the script... does a 
relaxation exercise... takes a breath and thinks... a beat 
and he is reasonably confident... he walks one half-circle 
of the room making sure he's fully pumped, then exits.

EXT. POPCORN MOVIES - DAY

As crowded as it was for the previous audition scene, but 
this time they are reading children of varied ages, and the 
kids and their parents are all over the stairs, etc. Jeannie 
is filled with wonder and is arrestingly and atypically shy, 
as she makes her way through this world of the young, clinging 
to Cathy's hand, as the kids sing their version of "MAKE 
BELIEVE"--the stage parents taking one verse. At one point, 
Cathy's begins talking to someone, blocking Jeannie's view.

		JEANNIE
	Get out of my way!

		CATHY
	Don't say it like that!!!

		JEANNIE
	Which way should I?
		(polite little girl)
	Get out of my way.
		(almost weeping)
	Get out of my way.
		(furious)
	Get out of my way.

All this noticed by a casting person with a clipboard.

		CASTING PERSON
	Wow.

INT. POPCORN PICTURES HALLWAY - SEVERAL HOURS LATER

Matt making his way past the last of the kid stragglers. 
Cathy and Jeannie come running up to him.

		MATT
	It felt great... Everybody...

		JEANNIE
	Let me tell him, let me tell him, 
	let me tell him...

		CATHY
		(highly annoyed)
	Let him finish! God!

		JEANNIE
	I want to tell him.

		CATHY
	If you wait one minute, I'll let 
	you.

Jeannie turns down her volume, but keeps repeating--incanting 
actually... "I can't wait to tell him... I can't wait to 
tell him... I can't wait to tell him..."

		MATT
	Anyway, the girl I did it with, by 
	the way, she's really good; the 
	director, the crew... they all thought 
	we nailed it.

		CATHY
		(loving, sexy)
	Hey.

		JEANNIE
		(to Cathy)
	Now?

Cathy nods and Jeannie begins to push Matt into Cathy's office 
for privacy.

		CATHY
	Wait till you hear this one.

INT. CATHY'S OFFICE

Jeannie sits her father down. This is the first time we've 
seen her joyful. Pure glee.

		JEANNIE
	Some lady asked me to go in a room 
	and, you know, make believe and say 
	stuff like we were playing a game...

The words coming so fast that Jeannie lets loose with a bolt 
of SONG, as if taking a moment to catch her breath. Just a 
few sung lines proclaiming happiness.

		JEANNIE
		(again)
	And everybody went 'yea' and they 
	said they wanted me to be on 
	television.

And the SUNG PHRASE.

		JEANNIE
	And give me money and have a teacher 
	there and a person to braid my hair 
	and color my face and give me 
	clothes...

The sung phrase again.

ON MATT

Stricken.

		MATT
	You wait here, Jeannie.

INT. CATHY'S OUTER OFFICE - DAY

Several people milling about... Matt eyes Cathy. We still 
hear Jeannie's muffled singing from the other side of the 
door.

		MATT
		(furious)
	I have to talk to you.

EXT. POPCORN PICTURES - DAY

As Matt and Cathy come into frame... Matt forcefully placing 
her with her back to the wall. She is not one to be pushed 
around.

		CATHY
	Don't!

		MATT
	What in hell is wrong with you? You 
	actually think...

		CATHY
	I'm trying to hang in here but 
	everything in me cuts off when 
	somebody acts this way.

		MATT
		(continuing right 
		along)
	...that you can have my kid audition 
	for a show without asking me.

		CATHY
	I didn't... She went for water and 
	by the time she got back, they had 
	offered her the part. Blame Burke, 
	he was there...

Matt takes this in. Just a millimeter underneath his fury is 
professional curiosity.

		MATT
	What's the part, anyway?

		CATHY
	The white kid in a multi-racial foster 
	home with all these kids of varying 
	ages. It's not a bad show. I sure 
	can't wait to see the test.

		MATT
	How were they able to test her so 
	fast?

		CATHY
	No. They offered it to her off the 
	reading. I meant your test.

		MATT
	Oh... A child actor. Just what any 
	kid with problems needs to straighten 
	out--a series of her own...

Cathy has nothing to offer. Matt begins leading her back. We 
HOLD ON THEIR BACKS and see the chink in Matt's confidence, 
hear the tightness in his voice as he asks:

		MATT
	You'll let me know as soon as they 
	see my test?

		CATHY
	Right away... You've got my vote.

They hold hands.

INT. MATT'S APT. - NIGHT

Jeannie, a script in her lap, caressing it, avoiding her 
father's gaze. He sits nearby sizing her up, pissed.

		JEANNIE
	I'm doing it.

		MATT
	Not if I don't let you. That's the 
	law, the police law.

She takes this shot hard, but tries to pretend otherwise, 
continuing to stare hard at her script to avoid him.

		JEANNIE
	Do I have to learn to read to be on 
	television?

		MATT
		(with a real edge)
	You're going to have to learn to 
	look at me and listen to me and the 
	longer I have to wait THE ANGRIER 
	I'M GOING TO BE.

		JEANNIE
		(looks up suddenly)
	I'm so mad.

		MATT
	Me too. Just listen.

		JEANNIE
	I don't... why?!?

		MATT
	Because I know about this. I have 
	worked with kid actors... They don't 
	have that much fun. They're inside 
	all day... they don't get to go to 
	regular schools or play with their 
	regular friends like Ricky and Essa.
		(progressively losing 
		it)
	And their parents? You think I'm 
	going to be one of those parents, 
	sitting in one of those rooms, where 
	we all go crazy trying to jump start 
	our egos with our kids' sweat, all 
	the time smiling at each other like 
	our lives are working while we root 
	against everyone else's little girl?
		(Jeannie is totally 
		confused, until)
	No!! No way! I can't!

		JEANNIE
	Okay. So, no, you're cuckoo anyway. 
	I won't do it. And I don't care 
	because I'm be stupid at it anyway.

She throws the script down. Tears in her eyes.

		MATT
	Pick it up, Jeannie.

She's so down, she complies--picking it up and walking it to 
the trash can. Matt stops her and takes the script.

		MATT
	Let's work on it.

INT. BURKE'S OFFICE - DAY

The staff of Popcorn Pictures is gathered in the boss' office 
watching Matt's screentest on projection TV. Burke sits next 
to Nan on a sofa--Cathy sits in front of him--others in chairs 
or on the floor. One ASSISTANT is attempting to "fine tune" 
the color--the TINT BAR GRAPH is on screen sliding between + 
and - as the color changes. Burke talks sotto to Nan.

		BURKE
	So how do you think 'Ground Zero' 
	will do tonight?

She ignores him, continuing to watch the screen. He leans 
into her.

		BURKE
	How do you think my movie will do 
	tonight?

		NAN
		(testy)
	I'm not going to talk to you during 
	Matt's screentest.

Cathy turns in her chair and mouths "thank you" to Nan.

		BURKE
		(to himself)
	How bad can it be? We've got to have 
	at least a two million dollar Friday. 
	There's nothing else out there.

		CATHY
		(turning to him)
	Please.

		BURKE
	I'm watching...

ON SCREEN

A VERY ATTRACTIVE ACTRESS is crying... Matt very close to 
her...

		BURKE'S VOICE
	Stop playing with that thing.

The COLOR BAR GRAPH does a quick slide and disappears from 
the screen leaving the actors' faces green.

		ACTRESS
		(crying)
	C'mon, Deeds, tell me about the 
	meeting.

		MATT
	What's wrong?

		ACTRESS
	Don't worry about my crying. As a 
	matter of fact, crying turns me on.

		MATT
	Well, in that case, your dog died.

There is laughter in the room. The actress smiles through 
her tears--pats Matt for being wonderful.

		ACTRESS
	What happened at the meeting?

		MATT
	I can't remember. You're too pretty.
		(on her look)
	Oh, I told them I'd keep on being 
	Chairman.
		(then explaining)
	I'm Chairman, you know.

		ACTRESS
		(smiling)
	I know.

		MATT
	Told them I'd keep on being Chairman 
	if they hired everybody back.

		ACTRESS
	What did they say?

		MATT
	Oh, that I was crazy. You always 
	wear your hair back like that?

She kisses him. We HEAR the director say, "Cut. Terrific, 
guys." The girl and Matt hug, no longer in character, as 
others come in to congratulate them.

INT. SCREENING ROOM - DAY

Ad-libbed enthusiasm... mostly about the girl...

ON CATHY

As the conversation about the girl grows more pointed... 
Cathy, impassive outwardly, recoiling inwardly.

		BURKE
	Okay, come on... let's have our 
	creative meeting right here.

		MALE D PERSON
	Well, I'd sure go to bed with her.

		BURKE
		(professionally 
		concurring)
	Very fuckable.

		MALE CASTING PERSON
	I'd sure fuck her.

		BURKE
	Okay... that's her... What about 
	him?

		FEMALE D PERSON
	I think he's a very good to excellent 
	actor--I do...
		(puzzled)
	But there's something...

		BURKE
	You wouldn't want to fuck him?

		FEMALE D PERSON
	Well, six years ago, maybe.

		CLAIRE
	I think he's talented and attractive.

		BURKE
	So you'd want to fuck him?

		CLAIRE
	He might be light in that area.

		CATHY
	The man is talented. If you get one 
	of those directors who like actors, 
	I think...

		BURKE
	A director can't make you hot if 
	you're not hot. You'll end up with 
	warm which is death.

		CATHY
		(defending Matt 
		slightly)
	We laughed.

		BURKE
	Let me ask you something... Would 
	you fuck him?

		CATHY
		(wearily)
	Everything doesn't boil down to...

		BURKE
	Let me stop you before you embarrass 
	yourself.

Burke rises and addresses his staff... the camera has his 
back in the foreground as it MOVES TOWARDS A RENDEZVOUS, 
Burke moving too as he continues...

		BURKE
		(again)
	We all can do our little lectures on 
	what things boil down to. Everybody 
	else here was professional enough to 
	come out and say... I'd fuck her... 
	I wouldn't fuck him... and you're 
	ducking it... I want you to forget 
	the acting stuff and totally focus 
	on the issue.

And now Burke and CAMERA meet up--the effect being that he 
is talking directly to us as he continues.

		BURKE
		(again)
	We do have some kind of responsibility 
	to the audience... You just saw his 
	screentest... so, if this is the 
	first time you saw the guy, do you 
	come out thinking to yourself and 
	your girl friends, 'I'd sure go to 
	bed with him; oh God, would he be 
	something.' Would you, Cathy?... I'm 
	being real here.

		CATHY
	No...

		BURKE
	Okay, so let's keep looking.

They file out. Cathy gets up several beats later than the 
others... and follows them out, avoiding Nan's look.

INT. CATHY'S OFFICE - EARLY EVENING

She's been sitting here for quite a while... she can postpone 
no longer; she dials as one of her MOVIE SOUND TRACKS PLAYS 
in the background.

		CATHY
		(into phone)
	Hello. Matt... Hi... Okay, sure...

She listens, waiting for him to quiet Jeannie.

		CATHY
		(again)
	Matt...
		(louder)
	Matt... Matt... Maybe it would be 
	easier if I just said 'hi' to her... 
	Hi, Jeannie... Yes, it's exciting... 
	No, no. He's right, honey, they get 
	somebody to read it to you. Now, put 
	your dad on--it's important. No, 
	first put your dad on... DAMN IT!
		(she waits a beat)
	...Matt. Uh-huh, a few hours ago... 
	They all... everyone liked your work, 
	but I think they'll go for a name or 
	something.

She listens to him. He is hurt. Cathy, though, is also 
wrestling with her own internal struggles. She has betrayed 
him and is ashamed; in a strange way--terrified. She is, 
therefore, just a little irritable.

		CATHY
		(again)
	It's not a matter of doing it 
	differently... they liked what you 
	did, a lot... they laughed and... 
	it's not you... it's them.
		(suddenly her breath 
		comes weird)
	No, please. Don't thank me. If you 
	feel like getting together later or 
	anytime, call me, okay? You sound 
	like you have your hands full right 
	now... Goodbye.

INT. MATT'S APT. - NIGHT

As he hangs up...

		JEANNIE
	I wanted to talk to her again... 
	I...

She stops in mid-sentence, looking at her father. He is 
overcome... his energy failing to get him past this most 
awful moment in his life. She moves to his side. He starts 
to cry and, urgently seeking privacy, he moves quickly towards 
the bathroom, rubbing Jeannie in an instinctive gesture of 
reassurance. He closes the door.

ON JEANNIE

Devoid of anger. Sympathy so pure that it wrenches. She starts 
to move towards the bathroom. Her voice sweet...

		JEANNIE
	Dad? Daddy?

Matt opens the door quickly.

		MATT
	Everything's okay... I'm sorry I 
	forgot to put you back on with Cathy.

He walks across the room, Jeannie tracking him.

		JEANNIE
	You didn't cried because of that... 
	I don't even want to talk to her.

Matt sits down, still suffering a bit of dysfunction, unable 
to keep up appearances other than a few minor half-hearted 
tweaks at his daughter who stands solemn and silent at his 
side. She pets him some... this goes on for several beats as 
the STRAINS OF "YOU COULD BE WONDERFUL" accompany the moment. 
Then:

		JEANNIE
		(a whisper)
	Dad. Can I say just one thing?

With some effort, Matt lifts his head and nods permission.

		JEANNIE
	You've got to make me supper.

Matt nods, rises and leads her into the small kitchen.

INT. BURKE'S BEDROOM - DAY

Burke is wearing a T-shirt and shorts as he walks to his 
four-stops-past-state-of-the-art Stairmaster and turns it on 
while looking over his shoulder at the telephone... now 
sucking in some courage, he goes to the phone and speed dials. 
He begins to climb the stairs.

		VOICE
	You have reached the Warner's Hotline. 
	Estimated Box Office Grosses for 
	Friday, December 3rd, Weekend Number 
	49, are as follows in millions of 
	dollars.

He braces himself... there is a tone, then:

		PHONE VOICE
	Due to the high volume of calls, we 
	must ask you to wait till a line is 
	clear...

MUSIC IN... At first from the speaker phone... Burke moving 
in time to "THERE IS A LONELY..." And now singing... As the 
lyric concludes and the instrumental comes in.

		PHONE VOICE
		(again)
	Thanks for waiting. Weekend 49 grosses 
	follow in millions of dollars. 
	'Belligerence,' 714 theaters. Two-
	point-one-eight million, down 46 
	percent.

Burke smiles with pleasure... his steps becoming lighter, 
more fanciful.

		PHONE VOICE
		(again)
	'Best Girl,' 1,820 theaters, six-
	point-four million, up 24 percent.

		BURKE
		(contemptuously)
	Cappuccino movies.

		PHONE VOICE
	Opening this weekend, 'Double Dare 
	Two,' 1,870 theaters, fourteen-point-
	three million.

...and now his film, "Ground Zero," is coming up to bat... 
as succor to the gods, he tries to make his dance gleeful in 
anticipation.

		PHONE VOICE
		(again)
	'Ground Zero,' 2,110 theaters, no 
	million, point four thousand dollars.

Burke falls off his Stairmaster and, from his new position, 
finishes his song.

INT. BURKE'S CAR - DAY

Matt is driving. Burke is seated alongside him, talking 
without looking at him.

		BURKE
	I'm going to pieces...
		(whispering)
	The picture was budgeted at 21 million 
	and I spent 49 so they were a little 
	mad at me to begin with. Now it 
	doesn't open even with an Arby's 
	Roast Beef tie-in... I mean, we only 
	averaged 300 dollars a theater... 
	they're going to think I'm Woody 
	Allen.

		MATT
	I don't think you have to worry about 
	that.

		BURKE
	Thanks. But this is private. What 
	about the exit survey? Did we do 
	good with any group at all?

Now we HEAR Nan's voice on the speakerphone which Burke has 
been addressing all along.

		NAN'S VOICE
	I can't hear you, but--hi, Matt--
	that was funny.

		MATT
	Hi.

		NAN'S VOICE
	'I don't think you have to worry 
	about that?'

She laughs delightedly. Burke leans across Matt's lap to get 
closer to the microphone.

		BURKE
	Did we do well with any group at 
	all?

		NAN'S VOICE
	Eleven-year-old boys in the South.

He sits stupified.

		NAN'S VOICE
		(again)
	Burke? Burke? Matt, is he...

		BURKE
	I'll see you later. Goodbye.

		NAN'S VOICE
	But, hon...

He hits the "end" button. He slumps for a second, then:

		BURKE
	I'm all alone...
		(pause)
	At least there's that.

EXT. POPCORN PICTURES - DAY

As the car arrives outside Popcorn Pictures, we can SEE some 
child actors and their parents arriving at the sound stage 
next door.

		MATT
	Are you going to need me? The kids 
	are rehearsing and I'd like to take 
	a look.

		BURKE
	Yeah, sure. I have to stay inside 
	during lunch hours now anyway--that's 
	when everybody returns my calls 
	because they're trying to miss me.

		MATT
		(amazed)
	Is that true?

		BURKE
		(misinterpreting)
	Yeah. Thanks for the support.

INT. TV STUDIO - DAY

A row of parents standing near their child actors, adjusting 
them--not unlike handlers of racing Greyhounds.

ON JEANNIE

Seen from a distance--her father behind her. In the 
foreground, the mass of workers on the stage, It is, in 
effect, her POV, even though she is in the extreme background 
of the shot. We MOVE CLOSER to Jeannie and her father--even 
a bit behind them. Jeannie is scared.

		MATT
	I bet I know what it looks like to 
	you.

		JEANNIE
	What?

		MATT
	A giant "find Waldo."

Despite herself, she smiles at the reference, though her 
tone is a bit sarcastic.

		JEANNIE
	Very funny.

		PASSING VOICE
	Five minutes, children, then we need 
	you for work on the set.

		JEANNIE
	Set?

		MATT
	That pretend living room, right over 
	there.

		JEANNIE
	Okay. Set. Bye...

		MATT
		(holding her arm)
	Wait a second, Jeannie. Let Daddy 
	give you a few tips here.

		JEANNIE
		(twisting away)
	Nooo. I've got to get to work.

She breaks free, depriving Matt of the sweet and simple moment 
he wanted with her. She's one of the first ones on the set, 
other kids still hugging their parents. As Cathy comes up 
behind Matt, we can HEAR Jeannie who, having so small a trust 
for her father, needs to confirm what he just told her.

		JEANNIE
		(faintly)
	Is this the set?

Matt reacts.

		PASSING VOICE
	Parents to Room Two, please.
		(as he goes by Matt)
	Parents to Room Two, please.

Jeannie is watching.

		PASSING VOICE
		(again)
	We have to clear the set.

Matt looks him off fiercely. The Passing Voice addresses the 
friendlier parents.

		PASSING VOICE
		(again)
	This way, parents.

		CATHY
	I'm glad I found you.

		MATT
	Hi.

OTHER AREA - BEHIND GRANDSTAND SEATS

As they walk.

		CATHY
	You holding up? What did you do last 
	night after I called?

		MATT
		(as if teasing)
	What do you think I did? I cried 
	like a baby.

		CATHY
	Okay. Okay. So you don't want to 
	tell me. Be a tough guy.

		MATT
	Now you got it.

		CATHY
	I feel relieved just seeing you after 
	all that stuff... whew... Okay.
		(preparing to go)
	Burke wants to...

		MATT
	You ever go out with him?

Cathy is as simple and direct as she is embarrassed.

		CATHY
	Yes.

		MATT
	You slept with him?

		CATHY
	Yes.

		MATT
	Did you hate it?

		CATHY
	Eventually.

		MATT
		(reeling a bit)
	Good Lord.

		CATHY
	This is the thing that makes me 
	nervous about you... You keep on 
	assuming I'm nicer than I am.

He kisses her. She kisses back. Then there is an 
extraordinarily loud and piercing voice.

		JEANNIE
	DAD!!

He turns to see Jeannie beckoning to him from the stage--the 
director, standing at her side, joins in. He walks to them.

ANGLE - STAGE FULL OF ACTORS

The Director is talking to Jeannie who seems, even from a 
distance, distraught and lost. She sees Matt.

		JEANNIE
	There's such trouble.

		DIRECTOR
	She's very worried about being able 
	to pretend cry when she has to and 
	she doesn't get it about memorizing. 
	That's all.

		JEANNIE
		(aghast)
	That's all?!?

The Director beckons Matt to lead her away. He does.

		JEANNIE
	This isn't going to be good.

		MATT
	Not with that attitude.

She seems stung by this, unusually vulnerable. He changes 
tactics, softening.

		MATT
		(again)
	It's just that they... Well, did 
	they tell you what an audience is?

		JEANNIE
		(insulted)
	I know what an audience is.

		MATT
	Good. Now, because there's an 
	audience, they want you to know all 
	the words you have to say really 
	well. And since you can't read yet...
		(off her fierce look)
	...you're going to have to be patient 
	and try hard. I can help you.

She grasps at this unlikely straw.

		JEANNIE
	Can you help me to cry?

		MATT
	Yes.
		(on her broad disbelief)
	I can. I can help make it okay. Trust 
	me.

Jeannie pauses half a beat, then:

		JEANNIE
	I miss my mother bigger than you 
	know.

INT. MATT'S APT. - DAY

Matt on phone, Jeannie standing next to him reaching for the 
phone.

		MATT
		(to Jeannie)
	Not yet. Don't grab.
		(into phone)
	Thank you. We really appreciate this. 
	Hi, Beth. I...

Jeannie grabs the phone in a flash.

		JEANNIE
		(softly into phone)
	Mom? No... Nothing... Nothing... 
	Nothing. Nothing... Would you talk? 
	I'd just like to listen to you... 
	Wait. Let me sit down.

Jeannie sits herself by the window, protected by an iron 
grill, and sits listening to her mother. There is about this 
pose something prescient; unmistakably, Jeannie will look 
this way again as a young woman cloaked in the love of some 
guy... but for now it's her mother, her crazy mother, who 
blots out dread. Matt is struck by how quiet and adoring 
Jeannie looks even as he moves to give his daughter some 
privacy. Several beats, Jeannie noticing her Dad looking at 
her--switching positions, body language indicating that she 
wants to put him out of her mind... then a thought.

		JEANNIE
	Dad says he's going to make me to 
	really cry.

		MATT
	Jeannie, your mom's not going to 
	understand what you mean.

Jeannie shushes him, resisting with surprising will and 
strength when he tries to get the phone.

		JEANNIE
		(to Matt)
	She understands!!!
		(into phone)
	He's being terrible right now.
		(faster; avoiding 
		Matt)
	I love, loved, the coloring book you 
	sent me. Goodbye. Wait. I love you. 
	Let me hang up first. Love you. Send 
	me a letter. Bye. And a beaded T-
	shirt. Bye.

She hangs up. Matt pissed.

		MATT
	Why don't you let me be on your side 
	for a second?

		JEANNIE
	I can't even understand what you're 
	saying now.

		MATT
	Do you know what trust means?

		JEANNIE
	Not very.

		MATT
	It means that even if something is 
	hard to believe, you believe someone 
	you trust because you know he wouldn't 
	say it unless it were true.

		JEANNIE
	I understand. So I don't trust 
	anybody, right?

		MATT
	Yeah, I think you get the concept.

		JEANNIE
	You don't make sense. I don't 
	understand you.

		MATT
	I think you do.

Jeannie reacts broadly... indicating what a difficult man 
she's stuck with.

		MATT
	Just know that...

		JEANNIE
	Okayyyy!

		MATT
		(giving up)
	You want to help me make a phone 
	call?

She goes quickly to the phone and picks it up.

		MATT
	Seven... two...

		JEANNIE
		(hitting numbers)
	Who are we calling?

		MATT
	Cathy. She's very nice. One... six...

		JEANNIE
		(hard to read)
	"Very nice..." One...

INT. CATHY'S HOUSE - DAY

As she answers phone.

		JEANNIE'S VOICE
	Hi...
		(to Matt)
	What now?

MATT'S VOICE IN BACKGROUND

Tell her, 'How are you' and then let me...

		JEANNIE'S VOICE
	How are you?

		CATHY
	Jeannie... I can't talk now because...

		JEANNIE
	Wait, my dad wants to...

		CATHY
	Tell him I can't talk 'cause I'm on 
	the phone with a director...

		JEANNIE
	He wants to talk to you very much 
	and...

		CATHY
		(sharply)
	I can't. I have to hang up.

She does.

INT. MATT'S APT. - NIGHT

Jeannie, truly stung by the hang-up. She takes this act of 
Cathy's as an insult to herself and her father. Matt doesn't 
feel too wonderful about it himself.

		MATT
	You have to understand that sometimes 
	people are too busy.

		JEANNIE
	So she's too busy for you?

INT. RESTAURANT - NIGHT

Burke and Nan eating together on an elevated balcony 
overlooking the main eating area.

		BURKE
	We look like jerks eating here this 
	early. Everybody's going to think we 
	couldn't get a reservation for the 
	hot hours.

		NAN
	Why do you do this to yourself? Why 
	do you insist on eating dinner in a 
	restaurant where you're bound to see 
	all the people you're afraid of?

		BURKE
	I'm not afraid of them.

		NAN
	What do you call it when you think 
	that what a group of people think of 
	you can confirm or destroy any decent 
	idea you have of yourself?

		BURKE
	Normal.

		NAN
	How did little Jeannie do today?

		BURKE
	Isn't it something that they have 
	you testing the TV show?

		NAN
	What I asked was, how did Jeannie 
	do?

		BURKE
	What are you talking about?

		NAN
	Somebody else. Jeannie. How did she 
	do?

		BURKE
	Don't talk to me like this.

		NAN
		(really pissed)
	I want to be treated as if I'm really 
	saying words to you which you engage 
	and respond to. I like Matt; I'd 
	like to know how his daughter did. 
	So before you take your dance of 
	desperation across the restaurant 
	and I end up feeling so sorry for 
	you that I could die, I would like 
	you to answer my question.

		BURKE
	She did okay... and don't worry about 
	Matt... If the pilot sells, his kid 
	will be making five thousand a week. 
	So what do you know about 'People 
	Get Hurt?'

		NAN
	I'm told that they're not going to 
	release it...

		BURKE
	I knew. I knew. What the hell are 
	you smiling for?

		NAN
	Forgive me. But telling you about 
	this latest failure of yours--it 
	pleases me. I have no idea why.

		BURKE
	I can't be with someone who's not 
	rooting for me.

		NAN
	I think I am. It's just that rooting 
	for you is a good deal more 
	complicated than you realize.
		(as he rises)
	Don't go.

		BURKE
	Don't worry. I'm not that mad. I 
	gotta do this.

MUSIC IN as Burke leaves the table. This "Dance of 
Desperation" is classical. Burke himself lifting one of the 
women in greeting, then, as he puts her down.

		BURKE
		(again)
	Sorry. I thought you were someone 
	else.

As he continues to go from table to table.

TIGHT ON NAN

As she looks down on him, dying for him, we HEAR her sing 
the song "Poor Bastards". Finally, not only about Burke--but 
the other damaged souls he seeks to dance with. Now, Nan can 
take no more. She exits.

FULL SHOT - BURKE

As he sees her go past in the background, he goes after her, 
finally grabbing her near the Maitre D' station. This, just 
as TWO IMPORTANT COUPLES arrive. Burke frantically tries to 
cover.

		BURKE
	Nan, you know Victor and his wife...
		(he mumbles, unable 
		to remember any wife's 
		name)
	and Jay and his wife...
		(he mumbles)

		NAN
	Yes. I'm sorry I can't talk now. I'm 
	very upset about what's happening to 
	Burke, so I just made up my mind I 
	can't be witness to it anymore if I 
	love him and I certainly shouldn't 
	be here if I don't... so I was just 
	in the process of leaving when he 
	stopped me and you folks walked in... 
	I'm sure you've had something like 
	this happen to you some time... some 
	horrible thing in your personal life 
	happening in public.

They all nod and ad-lib agreements with her premise to Burke's 
amazement.

		NAN
		(again)
	Thank you for understanding.
		(to Burke)
	Goodbye. I wish only good things for 
	you even though I feel I've been 
	really damaged by this relationship.

She exits, enormously upset. Burke, torn between following 
her and repairing the social damage. But the couples are 
paying him no mind; rather they are impressed with Nan. As 
they comment, i.e.

		COUPLES
	Wasn't that spectacular? I've never 
	seen anybody that secure...

Burke accepts the compliments as if meant for him.

		BURKE
	Thank you. Thank you. We're very 
	close.

EXT. RESTAURANT - NIGHT

The strains of "Poor Bastards" underscoring the moment as 
Burke rushes into the parking area and grabs Nan's hand just 
as a valet brings her car.

		NAN
	You don't understand that I'm 
	exhausted from hurting. I'm through 
	with you.

She begins to cry. Ordinarily this would be a scene which 
would be unendurable for Burke. However, the lesson of a 
moment ago is not lost on him. As people get out of cars and 
witness the sobbing Nan.

		BURKE
		(to restaurant patrons)
	Excuse me, we're working our shit 
	out... I'm sure it happened to you... 
	you know, private stuff in public.

The reaction to his openness is disdain and passing contempt. 
She drives off, leaving Burke hurt and alone. "Poor Bastards" 
up and out.

INT. MATT'S APT. - NIGHT

The lighting soft and sweet. Jeannie's words are tentative 
as she talks to her father who sits watching intently.

		JEANNIE
	I don't know if I've been bad. I 
	know somebody's been bad.
		(hopefully)
	...maybe it's you.

Matt laughs. Jeannie looks at him shyly... he looks at her 
with encouragement. Suddenly she is in his arms, hugging him 
hard, an emotional dam seems to have broken.

		JEANNIE
	Oh, I love you so much, I love you 
	so much... I love you so much.

Matt holds on--clearly, deeply moved. Then he exercises the 
effort to control his emotions and speaks, surprisingly, as 
a Black woman.

		MATT
		(as Black woman)
	I hope that makes you feel a whole 
	lot better, Chile... 'Cause it sure 
	goes a long way to cure what ails 
	me.

		JEANNIE
	I can't believe I...

		MATT
		(as himself, coaching)
	...got in this much...

		JEANNIE
	...got in this much trouble. .

		MATT
	Right. Over a...

		JEANNIE
		(guessing)
	Word?

		MATT
	Yes. 'I can't believe I got in this 
	much trouble over a word.' Now do 
	you know what she means when she 
	says that?

		JEANNIE
	I don't want to talk about it--just 
	say her stuff so I know mine.

		MATT
	No.

She starts to flail a bit.

		MATT
	It's your choice... But I'm not 
	helping unless you try to understand 
	as well as memorize. It will be fun. 
	Come on. I know it's hard...

		JEANNIE
	Okay. Okay...

		MATT
	Anything to shut me up, huh? Okay, 
	this little girl you're pretending 
	to be... she can't be with her Mommy 
	either, just like you, or her 
	father... she has to stay in Rainbow 
	House which is called that because...
		(Jeannie starts 
		fidgeting)
	Jeannie...
		(she stops)
	...because everyone's a different 
	color... so when this little girl 
	calls the black lady who takes care 
	of all the children this terrible 
	word... it's like the worst thing 
	anybody can do... Come here.

		JEANNIE
		(approaching him)
	I don't want to do the 'I love you' 
	again.

		MATT
	Yeah, I might have been working you 
	too hard on that one.

She is unable to resist muttering one sarcastic shot.

		JEANNIE
	Yeah. Why don't you do that with 
	poopie Cathy?

		MATT
		(ignoring her)
	Now, did the director tell you how 
	he wanted you to do it?

		JEANNIE
	He said to smile all the time almost 
	and to talk... uh...

		MATT
	Faster?

		JEANNIE
	Yes.

		MATT
	Okay. We don't always get good 
	directors, so it's important for 
	us...

		JEANNIE
	Me. You're not in the show.

		MATT
	I'm referring to the family of actors, 
	you little shithead.

Jeannie doesn't know quite how to take the name calling. 
MUSIC IN... we're heading for a rendezvous with a dance as 
it CONTINUES ACROSS THE CUT TO:

EXT. TV STAGE - EARLY MORNING

Matt and Jeannie walking from the catering truck. They are 
eating ravenously. MUSIC CONTINUES... VERY JOYOUS.

		JEANNIE
	This is so good...

		MATT
	It's a breakfast burrito. It's what 
	actors eat when they're working.

		JEANNIE
		(excited)
	Really.

EXT. ROOF GARDEN - DAY

		MATT
	Now, let's work a little more. The 
	most important acting you do is when 
	you listen. You're worried about 
	being able to cry when you're supposed 
	to, right?

		JEANNIE
	Yes. So much.

		MATT
	Well, there are really only two ways 
	to do it. Think of something that 
	makes you really sad... or forget 
	you're you and really forget you're 
	pretending...

		JEANNIE
	How do I do that one?

Matt reads from script.

		MATT
		(as a furious Black 
		woman)
	'Don't test me, child! I could eat 
	you for lunch when I was your age 
	and I'm a hell of a lot bigger now!'

Jeannie looks afraid.

		MATT
	That's it... You just looked at me 
	and acted right without even thinking. 
	And there are games you can play to 
	help you with this. Get up...
		(she does)
	Now, be my mirror... do exactly what 
	I do... that's it... now, at a certain 
	point, I'm going to become your 
	mirror, but I'm not going to tell 
	you when... you tell me...

		JEANNIE
		(hesitantly)
	Now?

Matt nods.

		MATT
		(enthusiastically)
	Okay. We're going to make up words. 
	The words aren't what matter now.

		JEANNIE
	I'm on a roof...

		MATT
	You're a great dad.

		JEANNIE
	You're a...
		(then stops; then 
		smiles at him)

This acting exercise of Chicago's Story Theater leads into 
the song, "BE MY MIRROR." As the song finishes, Matt and 
Jeannie are in the best spirits we've seen as an A.D. 
approaches.

		A.D.
	They need you.

		JEANNIE
	Okay.

She takes the A.D.'s hand as Matt calls.

		MATT
	You're welcome. Don't mention it.

INT. CATHY'S OFFICE - DAY

Cathy is in mid conversation with Millie. Matt enters and 
boldly says his piece.

		MATT
	I'm a free man. Let's go to your 
	house and break the answering machine.

		CATHY
	You know, I could get away now. But 
	I've got a big meeting later. We'd 
	better take two cars.

Millie, having been at the screen test viewing, is taken 
aback, looking from one to the other. Cathy knows what she's 
thinking and is unnerved, feeling silently accused, as she 
leads Matt out.

		CATHY
	See you later. Thanks again.

EXT. STREETS - DAY

Cathy's car followed by Matt in Burke's car. The frame holds 
both cars close as if this were one long car.

INT. CATHY'S CAR - DAY

She seems troubled. Then a decision. She dials a number on 
her mobile phone and picks up the receiver.

INT. MATT/BURKE'S CAR - DAY

The phone rings. He punches the speaker button.

		MATT
	I hope it's you.

		CATHY'S VOICE ON SPEAKER
	Hi.

Matt waves...

		MATT
		(delighted)
	So this is how the big ones make 
	out.

FULL SHOT - THE TWO CARS

Almost bumper to bumper... snuggling.

ANGLE - CATHY

She takes a breath and then plunges.

INT. MATT/BURKE'S CAR - DAY

As he hears one of the more ominous phrases of the motion 
picture community.

		CATHY'S VOICE
	Matt, will you take me off the 
	speaker?

He picks up the phone. We intercut between the cars.

		MATT
	What's the matter?

		CATHY
		(hyper)
	I don't know whether I'm being a 
	coward for telling you this way or 
	brave for telling you period... Can 
	you hear me?

		MATT
	Yes.

		CATHY
	But I better talk fast because this 
	is where my phone always kicks out... 
	When we did your screentest... Can 
	you hear me?

		MATT
	Yes.

		CATHY
	Well, I sort of folded on you at the 
	end.

She pauses, silence, then:

		CATHY
	Matt?

		MATT
	You didn't like what I did?

		CATHY
	I did. Truly. But the discussion got 
	sort of dumb. It was a question of 
	sexiness.

		MATT
	That's what it came down to?

		CATHY
	Well, sort of, yes.

		MATT
	You folded on whether or not I'm 
	sexy. You don't think I'm sexy... 
	and you expressed that to...

		CATHY
	Well, I'll tell you. I certainly 
	must think so pretty much because I 
	feel great about where we're going 
	now...

EXT. NARROW CANYON ROAD - DAY

There is a longish line of cars behind Matt and Cathy.

INT. CATHY'S CAR - DAY

		CATHY
	Are you very mad at me?

		MATT
	No. You were just... Aw, damn it, I 
	am. Very. Yes.

Matt manages to pull to the side... the other cars gobbling 
the places behind Cathy, who sees this... and now she watches 
Matt's car recede from her view.

MATT'S POV

Cathy going out of sight.

ON MATT

As he lets her go.

INT. BURKE'S HOME - EARLY MORNING

He is in bed, wearing a bathrobe, watching projection TV.

		FIRST VOICE
	...number seven at the box office 
	this week-end is...

He switches channels.

		VOICE NUMBER TWO
	...the two words are Tom Cruise.

He switches channels.

		THIRD VOICE
	...becoming the first lawyer to be 
	awarded his own star on Hollywood 
	Boule...

He turns off the TV and crosses to the phone, allowing us to 
read the back of his bathrobe "ROCKY BALBOA."

ANGLE ON BURKE

He looks at the clock which reads "four a.m." and dials.

		BURKE
	Hello, Nan. I hope it's not too late 
	to call.

INT. NAN'S KITCHEN - EARLY MORNING

She has been crying.

		BURKE
	I'd like another chance.

		NAN
	You only think you feel that way 
	because you're on the verge of failure 
	and you're without a core...

		BURKE
	See. Nobody else gets me.
		(a beat then)
	You wanna have a little sex, honey?

		NAN
		(a beat then)
	You know I've never hung up on anybody 
	in my life... because what if the 
	next thing they said solved 
	everything... but I must end this 
	conversation.

Nan hangs up. Burke picks up a pocket electronic notepad 
from the bedstand and hits the scroll button.

INSERT ELECTRONIC NOTEBOOK

Names and phone numbers.

ON BURKE

He scrolls past numbers, considering, finding them wanting, 
so that, finally, he is scrolling the emptiness of his 
relationships. Now he considers one number and dials.

INT. MATT'S APARTMENT - EARLY MORNING

The phone rings. He picks it up.

		MATT
	Hello.

INTERCUT BETWEEN THE TWO

		BURKE
	Hi, Matt, this is Burke. I'm sorry 
	to bother you at home, but you know 
	Nan... We were going out a little 
	and I could use another guy's slant 
	on what's just happened.

		MATT
	I don't think I can get into this...

		BURKE
	Why? Did I catch you at a bad time?

		MATT
	Worse. You caught me at a bad time 
	you caused.

		BURKE
	Oh, you mean about the screentest. 
	The whole room thought you did good 
	work.

		MATT
		(reinventing irony)
	Thanks.

		BURKE
	Yeah, look, I'm not going to bother 
	you about my thing.

		MATT
	Yeah. Okay, good night.

INT. BURKE'S APARTMENT - EARLY MORNING

As he hangs up. Looks down and turns off his phone number 
pocket computer. MUSIC RECALLS Prince's "There is Lonely."

EXT. TV STUDIO - LATE AFTERNOON

MUSIC SEGUES to recall "I'LL DO ANYTHING," as he drives past 
the line waiting to see RAINBOW HOUSE.

(NOTE: FROM THIS POINT ON, THERE WILL BE AN UNDERCURRENT OF 
CHOREOGRAPHY TO CONCLUSION...)

INT. MAKE-UP ROOM - LATE AFTERNOON

We see Jeannie's face in the mirror, but it is seen through 
something resembling fleece, which we now recognize as the 
strands of Jeannie's hair being combed out to the side by an 
expert hair-dresser. Jeannie is shifting nervously in the 
large room where each chair is filled with a child of a 
different age and color. In the b.g., we can HEAR the voice 
of the WARM-UP MAN.

		WARM-UP MAN
	...pilot for a new show called 
	'Rainbow House'. Just listen to our 
	band and I'll be back to tell you 
	more and make you love me...

The audience laughs thinly. The BAND PLAYS as someone closes 
the door to the make-up room muffling the offstage sound... 
There is a good deal of tension in the brightly lit room. 
Jeannie sits between a FOURTEEN-YEAR-OLD HISPANIC BOY and a 
FOUR-YEAR-OLD ASIAN GIRL. The room is abuzz... kids running 
lines and loudly talking... this builds to a musical life as 
in our first audition scene... there is a briefly sung phrase 
(Jeannie not taking part).

INT. GREEN ROOM - LATE AFTERNOON

The parents, in the same variety of skin colors as the child 
actors, are stuffed into a small room being patronized by 
the ASSISTANT DIRECTOR. Matt is grimly seated in the middle 
of a long sofa containing stage mothers. Another sofa is two 
feet away; the parents strain at each other. The A.D. is 
talking grandly but we cannot hear his words because the 
Rainbow Parents are SINGING a phrase from the same song we 
heard in the make-up room. Matt does not take part in the 
singing. The music goes under allowing us to now hear the 
A.D.'s words.

		A.D.
	...and when you're in the audience, 
	make sure you laugh and applaud even 
	when it's somebody else's kid...

There is appreciative laughter from everyone save Matt, who 
rises in disgust and crosses out of the room.

		A.D.
		(again)
	You're not allowed near the stage. 
	We only have a few minutes...

Matt ignores him and exits.

INT. BACKSTAGE AREA - LATE AFTERNOON

MUSIC NOW EMPHASIZING THE TENSION OF THE PRE-SHOW ATMOSPHERE. 
Matt, moving about the area, looking for Jeannie, spots a 
cluster of other cast members excitedly awaiting their 
introduction. Jeannie not among them. An A.D. talks with 
concern to a P.A.

		A.D.
	Let me know if you see the little 
	white girl.

Matt, growing concerned, walks on, then:

MATT'S POV

Across the stage to the distant make-up room. Jeannie, alone 
in the room, which is so brightly lit it creates a bizarre 
effect, as if she were under a surreal spotlight. MUSIC 
reprises Jeannie's Sinead O'Connor song, "Lonely Life of 
Mine."

ON MATT

Stopping his impulse to go to her--he continues to observe.

MATT'S POV

Jeannie is nervous and uncertain... She plays with the handle 
of the make-up chair... turns herself back and forth... Then 
a very attractive TEN-YEAR-OLD BOY enters the scene--obviously 
telling her to hustle... He offers his hand and she takes 
it, instinctively masking all clues that this hand holding 
is a "first" of great moment in her life. As they move toward 
the main stage area, Jeannie looks around, needing 
something... her dad.

		MATT
	Jeannie.

She turns--sees her father and gives a small, cursory nod... 
He moves quickly, drawing even with her but still giving her 
a bit of space and a low-key pep talk.

		MATT
	Just remember. You're not even here 
	tonight. There's only this other 
	little girl that you're pretending 
	to be who lives at Rainbow House.

		JEANNIE
	...and who just vomited.

Matt breaks up. Even Jeannie smiles briefly, then she takes 
him aside for privacy.

		JEANNIE
	I just found out that we bow before 
	we even do anything.

		MATT
	Great.

		JEANNIE
	And everybody claps.

		MATT
	Great.

		JEANNIE
	I made up a great bow. You going to 
	look?

		MATT
	Wouldn't miss it.

		JEANNIE
	I'm not going to be able to cry. 
	It's too hard for me.

		MATT
	Hey, then they'll just give you more 
	chances after everyone leaves.

This does not satisfy her. She rolls her eyes as she is pulled 
away towards the front of the stage. Matt watches as the 10-
year-old veteran actor leads his little daughter towards her 
debut.

INT. BACKSTAGE - LATE AFTERNOON - MOVING SHOT - BURKE

MUSIC, a tension-filled version of "Poor Bastard." Burke's 
stride was never stronger, his posture never worse; head 
hunched down into his neck. Suddenly, he reacts as he sees: 
the staff of Popcorn Pictures grouped together backstage. 
Cathy walking towards the group hurriedly from one direction 
as Burke approaches from the other. Seeing his staff has 
clearly moved Burke.

		BURKE
	Look at you. You're all here because 
	of what's on the line for me tonight. 
	Having this many people in your corner 
	helps more than I would have ever 
	guessed. I'm just very grateful that 
	I made you come.

He starts off, but a jubilant Cathy stops him, whispers 
something. He reacts with excitement.

MOVING WITH CATHY

She sees Matt deep in the wings watching the stage. She calls 
to him with some urgency.

		CATHY
	Matt. Matt. Matt.

He turns and she beckons him towards her. With some hesitance, 
he joins her.

		MATT
	I don't want to miss her introduction.

		CATHY
	I'll talk fast. It's amazing news. 
	Oliver Stone's been looking for a 
	comedy and...

		MATT
		(distracted)
	I've got to see my kid.

		CATHY
		(her voice breaking)
	...he's doing my picture.

		MATT
	Hey. Good.

He starts off.

		CATHY
	Part of this involves you. He 
	remembers you from 'Platoon' and 
	wants to use you in this one.
		(he stops)
	Got your attention, huh?

Matt is terminally disappointed in her last cynical sentence.

		MATT
	Oh, Cathy. Look, I'm going to watch 
	this. Let me talk to you later or 
	tomorrow. Thanks for your help. It's 
	good news. Gotta go.

From the stage, we HEAR the VOICE of the WARM-UP MAN.

		WARM-UP MAN'S VOICE
	First, in her first appearance ever, 
	Jeannie Hobbs...

There is applause. Matt's missed her intro.

		MATT
	Shit.

		CATHY
	I'm sorry.

		MATT
	Why couldn't you wait till later? 
	Shit.

		CATHY
		(broadly)
	I guess it's because I'm just 
	incredibly insensitive to all human 
	needs. I'd ask you to save me, but 
	I'm so far gone, I wouldn't want you 
	to waste your time.

		MATT
		(after a moment)
	Huh?

She reacts, but he walks off, not wanting to get into it. 
Cathy, however, has had a tricky nerve struck. She continues, 
biting off each word.

		CATHY
	You know, I don't have a kid or a 
	mate or a talent.
		(holding up book bag)
	I got this.
		(she's quite upset)
	And shoot me if I think it's 
	important.

MATT'S POV

Cathy, who looks alone and adorable as we HEAR MUSIC of "THIS 
LONELY LIFE OF MINE." He puts a comforting hand on her. She 
speaks nakedly from deep within herself; her eyes downcast.

		CATHY
	You think I'm a superficial jerk.
		(and then a whispered 
		afterthought)
	You can't be right.

		MATT
	I think you're the best of the bunch.

		CATHY
		(broadly)
	Oh, great.

And now she raises her eyes--big, blue and vulnerable. If 
this look were returned, "I love yous" could flow--they could 
sink to the floor in a joint epiphany; but there is no romance 
or kindling in Matt's eyes. He is in a hurry. Pridefully, 
Cathy turns and walks off in the opposite direction, her 
flight so instinctive, she forgets her book bag. We hold on 
this--her exit, then:

INT. STUDIO FLOOR - BURKE AND MATT - 20 MINUTES LATER

Standing just behind the four television cameras, immediately 
behind them, the "rail" where the Show's Staff and Crew 
Members and Network Bosses stand crowded, choreographed in 
the way in which they "clear" for a moving camera. Behind 
these people is the studio audience. There is a loud laugh. 
Burke turns around to study the audience.

BURKE'S POV

Happy faces accompanied by the strains of Burke's love song 
to the crowd...

		BURKE
		(to Matt)
	What do you think?

But Matt doesn't hear him... a few feet away, Jeannie is 
making ready for her big moment. Three cameras swing in front 
of them, TV monitors showing a MASTER and CLOSE-UPS of the 
three characters in the scene: a short comic WHITE MAN, the 
Black Female Lead, and Jeannie, dressed as a poor child.

		MATT
		(wide-eyed)
	Wait. This is it.

ANGLE - STAGE

		JEANNIE
	It's like everyone is pi... ticked 
	off at me because I'm not colored.

The White Man jumps on the phrase.

		SHORT WHITE MAN
		(correcting her 
		pompously)
	The word is black.

		BLACK LEAD ACTRESS
		(correcting him with 
		booming voice)
	The word is African American.

A burst of laughter, whooping and applause from the audience. 
Burke brags in a whisper to Matt.

		BURKE
	I had them bring in two busloads of 
	people from black churches.

ANGLE - STAGE

As they play out the scene.

		BLACK LEAD ACTRESS
		(scolding Jeannie)
	Now you use it in a sentence.

		JEANNIE
	Look at me, I...

ON JEANNIE

And Jeannie begins to falter... she must somehow cry at this 
moment... She looks outward for help.

JEANNIE'S POV

She looks at the Lead Actress giving Jeannie all she can.

BACK TO JEANNIE

Jeannie still can't cry. She looks past the cameras.

JEANNIE'S POV

Her father nervously pulling for her.

BACK TO JEANNIE

That didn't do it either. She looks into herself... she blinks--
there are tears running down her cheek.

		WHOLE AUDIENCE
	Awwwww.

GROUP SHOT

Matt, very much as he was when he watched Brando on the 
plane... and then some. Burke, craning to make sure the 
network bosses are suitably transported.

BACK TO JEANNIE'S SCENE

		BLACK LEAD ACTRESS
	Go ahead. Use it in a sentence.

		JEANNIE
		(crying fully)
	Look at me. I love an African 
	American.

		BLACK LEAD ACTRESS
	Look at me. I love a little redneck.

The Black Lead Actress holds out her arms to Jeannie, who, 
tears streaming down her face, runs towards the arms...

ON BURKE

His lips pursed tightly in pleasure, then agape in shock.

BURKE'S POV

Jeannie has run past the Lead Actress and off the set, going 
into her father's arms instead. She jumps on him, her legs 
and arms wrapped around him.

MATT AND JEANNIE

		MATT
		(pridefully)
	You little stinker!

		JEANNIE
	You big stinker.

		MATT
	My little stinker.

		JEANNIE
	My big stinker.

The background to this intimacy is enormously alive. The 
Lead Actress and the Character Actor laughing out loud. In 
the b.g., we see the audience filling out preview cards as 
the FLOOR MANAGER leans in to say:

		FLOOR MANAGER
	It's okay, Jeannie. Take a minute. 
	We just need to get that hug at the 
	end.

		MATT
		(to Floor Manager)
	Amazing, right?

		FLOOR MANAGER
		(to Jeannie)
	You were great.

		JEANNIE
	Thank you. That's nice.

		MATT
	You look happy.

		JEANNIE
	I loved it, Daddy.

Matt starts to walk her back to the set.

		MATT
	You want me to put you down?

Her answer surprises him.

		JEANNIE
	No. This is okay.

		MATT
	Okay... Now, you're not finished 
	until you hug the lady just like you 
	did me.

He puts her down. She turns from him to go back to work but, 
on impulse, he restrains her. He is kneeling down, holding 
her lightly by the arms, her back to him as he states an 
ultimate truth:

		MATT
	I'm very proud of you. I love you 
	more than anybody.

Jeannie, shocked by her father's unprecedented sentiment, 
turns to face him and clamp a hand over his mouth so he will 
add no more lush and primal affection. Having silenced him 
though, she finds that she has something of her own to say. 
She'd never tell it to her father, but she can't resist 
telling it to her acting coach.

		JEANNIE
	When I had to cry, I thought of you 
	buried in the ground.

		MATT
		(a beat, then)
	Give me a kiss.

She does.

INT. DRESSING ROOM - NIGHT

The cast of Rainbow House taking off their make-up, changing 
clothes, etc. This is more than high energy and excitement--
what's the opposite of trauma? All are off the wall with 
pleasure--the MUSICAL LIFE of the earlier dressing room scene 
returning--peaks of glee resulting in sung phrases as before. 
Jeannie enters and is immediately surrounded with love, 
attention and ad-libbed compliments about her work. In this 
glare of good will, Jeannie turns gloriously shy.

		BLACK LEAD ACTRESS
	Do you have any idea how special you 
	were?
		(on Jeannie's goony 
		reaction)
	That looks like a 'yes.' You've got 
	to get dressed for the party.

		JEANNIE
		(overwhelmed)
	There's more?
		(then)
	What will I wear?

		BLACK LEAD ACTRESS
	Go to wardrobe; they'll give you 
	anything you want.

ON JEANNIE

She moves to her dressing table--sits, looks in the mirror 
and giggles uncontrollably.

INT. BACKSTAGE AREA - NIGHT

Matt stands waiting for Jeannie. Nan approaches.

		NAN
	It didn't sell.

		MATT
	This show didn't sell?!? How do you 
	know so fast?

		NAN
	It's the first time they had me do 
	cards for a pilot and the demographics 
	are all wrong for after nine o'clock. 
	That's their only opening.

Jeannie exits the make-up room aglow. She is wearing an 
incredibly stylish outfit and her hair is in an expertly 
done intricate braid.

		NAN
	Hi. I'm Nan. I'm a good friend of 
	your Dad's.

		JEANNIE
	Hello, Nan. I'm Jeannie. Did you see 
	it?

		NAN
		(to Jeannie)
	Yes, and you were wonderful.
		(aside to Matt)
	89 percent likeability.
		(to Jeannie)
	And knowing that you were that good 
	means so much more than the show not 
	going.

		JEANNIE
	What?

		NAN
	Oh, no.
		(to Matt)
	I couldn't help it.

		JEANNIE
	What does she mean?
		(to Nan)
	What do you mean?
		(to Matt)
	What does she mean?
		(to Nan)
	What do you mean?

		MATT
	That they're not going to be doing 
	any more of these shows right now--
	but...

		JEANNIE
		(struck)
	Oh, my God.

		MATT
	Honey...

		JEANNIE
	And that means they're not going to 
	have a party?

		MATT
	No. They're still having the party.

		JEANNIE
		(totally relieved)
	Oh... really?... good... can we stay 
	late?

To which Matt answers:

		MATT
	Honey, we're going to close the place.

EXT. ROOF GARDEN - NIGHT

The door to the roof garden opens and Jeannie enters--her 
dad behind her as she sees the party... the sparkling lights, 
the decorations, the other kids and MUSIC... our opening 
song... "WOW".

ON JEANNIE

As her father urges her into the flow. She passes Millie, 
who is dancing with the boy who held Jeannie's hand.

		MILLIE
	I cast him so he has to dance with 
	me, but I'm sure he'd prefer dancing 
	with you.

		BOY
		(to Jeannie)
	Come on. You know how?

		JEANNIE
		(angrily, with disdain)
	Yesssssss.

They begin to dance with the others. MUSIC SLOWS IN TEMPO as 
we indicate TIME PASSAGE and:

ANGLE ON BURKE AND MATT

Perched on a ledge eyeing the party.

		BURKE
	I'm not comfortable with television 
	anyway... it's too small... I'm much 
	better at something with size... I 
	don't do itzy. Even this movie of 
	Cathy's--it's small... medium small. 
	But with Stone it takes on a certain 
	volume where I start to feel 
	comfortable.
		(out of nowhere)
	I hate my life...
		(backtracking)
	...in a way. I had a drink in my 
	office. I'm confused. You're not 
	saying anything. Is it because you're 
	not listening or because I haven't 
	stopped talking?

		MATT
	This Oliver Stone thing... does he 
	really want me?

		BURKE
	Yeah. Oh, yeah. I forgot to say 
	congratu...

		MATT
	Which part?

		BURKE
	Which one you want?

		MATT
	One of the two leads wouldn't be 
	bad.

		BURKE
	No. It's the crippled factory owner.

		MATT
	Best part in the movie.

He gets off the ledge and starts to move away... Burke moves 
quickly to cut him off.

		BURKE
	Wait a second.

		MATT
	I want to see my kid.

		BURKE
	A second--look, they're taking the 
	cast picture now anyway.

THEIR POV

Jeannie, working her way to the absolute middle of the cast 
picture, where she plops on someone's lap.

BACK TO SCENE

		BURKE
	She doesn't look anything like the 
	women I usually go with. And you 
	know what they say, "beauty fades." 
	What they don't say is that it fades 
	very slowly.

		MATT
	You don't think I can tell you what 
	to do?

		BURKE
	No. Only I can do that. I want you 
	to tell me what to feel...
		(he begins to use his 
		fingers to run down 
		Nan's qualities)
	Look. I trust her. More important, 
	everyone does. You have no idea how 
	impressed people are with her. She's 
	smart. She's interesting. You never 
	know what she'll say next... Her 
	work is amazing. I like talking to 
	her. You have no idea what to expect 
	next. I respect what she does more 
	than any writer or director--sincerely--
	much more unusual--much more 
	important. So?

		MATT
	Good luck.

He walks away. Burke waves a grateful goodbye and looks around 
the room until he sees:

BURKE'S POV - NAN ACROSS THE ROOF

Nan eating cake with her hands. She sees him. He indicates 
he would like to dance. She does not move a muscle in 
response... Still, he walks towards her. She begins to shake 
her head, "no." He shifts uncomfortably, but keeps coming 
until he reaches her side.

ON NAN AND BURKE

		BURKE
	Dance with me.
		(she shakes her head)
	On a business basis.

		NAN
	No.
		(he turns away, 
		dejected)
	But I'll dance with you because I 
	think it will reassure me that I 
	should have nothing to do with you.

		BURKE
	I'll take it.

As they dance.

		NAN
	Why are you breathing so heavy?

		BURKE
	Nervous... Look, let's move our thing 
	in a more regular direction.

		NAN
	What do you mean?

		BURKE
	Let me think.
		(then)
	What if we go out this weekend...
		(before she can say 
		"no")
	...with your kid.

Several more beats of dancing--as he awaits her answer.

		NAN
	...whose name is?

		BURKE
	Whose name is...
		(then, triumphantly)
	Leslie.

		NAN
	Okay.

SONG BACK--"WOW"... sung as a chorus... a slower cadence for 
the romance as we... CHANGE MUSIC and they dance more closely. 
The song slows for time passage and MUSIC CHANGES to "BE MY 
MIRROR" as we...

							DISSOLVE TO:

EXT. DESERTED POPCORN PICTURES ROOM - ONE HOUR LATER

Matt and Jeannie--the last ones there. He holds her in his 
arms, dancing. She is asleep. He dances her to a chair with 
her wrap on it... shifts her around, wrestling to get it on. 
She wakes up and puts it on herself.

		JEANNIE
		(looking around 
		satisfied)
	Last ones here.

		MATT
	Well, I told you.

He takes her hand and starts to lead her towards the stair 
shed--then:

		MATT
	I never got to see your bow.

She looks up, smiling pridefully, to see her father smiling 
back pridefully.

		JEANNIE
		(as if it's a great 
		sacrifice)
	Oh, all right.

She bows. It is a bow all her own.

							FADE OUT:

				THE END