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Living in Oblivion (1995)

by Tom DiCillo.
Shooting draft, 1995.

More info about this movie on IMDb.com


FOR EDUCATIONAL PURPOSES ONLY


A battered 35mm movie camera stands alone on a wooden tripod 
surrounded by blackness. Opening credits begin. An almost 
imperceptible DOLLY in toward the movie camera. The dolly 
forward continues throughout the credits ending in an EXTREME 
CU of the camera's lens, filling the frame like a giant, 
glass full moon. Fade to BLACK.

Suddenly a door opens directly in front of the camera, wiping 
the lens and revealing the following scene in Black and White.

EXT. STREET. NYC. NIGHT

A quiet, deserted industrial street. It is over an hour before 
dawn and the street is still cloaked in the heavy stillness 
of night.

In the weak light filtering out of their battered van, BERT 
and CYBIL -- the Craft Service Managers, finish setting out 
breakfast supplies on a 6' table. They work in almost complete 
silence, both nearly paralyzed with sleep. A cheap walkie-
talkie, lying beside a paper plate of soggy Oreos, sputters 
and buzzes occasionally. Other items on the table include a 
mangled banana, seven grapes, and a box of chocolate covered 
donuts.

		BERT
	What time is it?

		CYBIL
	Four. Why?

		BERT
	This milk is bad.

		CYBIL
		(sniffs)
	When did you buy it?

		BERT
	Tuesday? I don't know. What's today?

		CYBIL
	Monday.
		(pause)
	There's a deli on Broadway.

		BERT
	Nothing closer?

		CYBIL
	Nothing that's open.

		BERT
		(sniffs the milk)
	Is it that bad?

		CYBIL
	I don't know. You're the one who 
	said it was bad.

At that moment a large truck grinds around the corner and 
shudders to a stop in front of the building. Bert replaces 
the carton of milk neatly beside the orange juice.

EXT. STREET. NYC. NIGHT. B/W

Amid low, one-word greetings, the CREW tumbles out of the 
trucks and stands in a groggy cluster around the Craft Service 
table. WOLF -- the Cameraman, assumes a place of prominence. 
He wears a black leather coat, a black beret, and black 
leather half-fingered gloves.

		WOLF
	This is the worst fucking coffee 
	I've had in my life.

		CYBIL
	Then don't drink it.

		GAFFER
	What're we doing today?

		WOLF
		(pulls out a wrinkled 
		callsheet)
	"Interior. Living Room. Ellen talks 
	to Mom."

		AC
	Any nudity?

		CYBIL
	Yeah, you have to take your fucking 
	pants off.

		AC
	I'll do it. I like Ellen.

		GAFFER
	Yeah, she's a babe. She was the nurse 
	in that Richard Gere movie.

		BERT
	I worked on that.

		AC
	The shower scene.

		WOLF
	Start with the 5K in the window. Run 
	feeders for three blonds into the 
	living room.

		GAFFER
	Two people. Sitting? Standing?

		WOLF
	Who fuckin' knows?

		GAFFER
		(walks off)
	"Ellen talks to Mom."

INT. CAR. NIGHT. B/W

NICOLE sits quietly in the back seat of a beat-up station 
wagon. She glances out at the empty city moving past her 
window and lets out a deep sigh.

JEFF, the young intern assigned as her driver, glances into 
the rearview mirror.

		JEFF
	Tired?

		NICOLE
	No, I've been up since four. I've 
	got a big scene today and I'm kind 
	of nervous.

		JEFF
	"Ellen talks to Mom."

		NICOLE
	Have you read the script?

		JEFF
	No. It's on the callsheet.

		NICOLE
	Oh. Well, it's pretty emotional. I 
	tell my mother I never felt she really 
	loved me.

		JEFF
	You're going to yell at each other?

		NICOLE
	I don't know. I'm just going to go 
	with how I feel. Which is the scary 
	part. I'm very close to this 
	character.

		JEFF
	Problems with your own mom?

		NICOLE
	Yes. But she died before I, well 
	before we could reconcile...

		JEFF
	You were great in that Richard Gere 
	movie.

		NICOLE
	Thanks.

EXT. RESIDENTIAL HOTEL. NIGHT. B/W

CU sidewalk. A pair of women's orthopedic shoes enter the 
frame and begin pacing.

Camera pans up to reveal CORA, a small woman in her early 
60s, pacing beneath the awning of her residential hotel. She 
appears to be rehearsing dialogue with herself.

		CORA
	Ellen, I have no memory of this 
	whatsoever. Ellen... Ellen I have NO 
	memory of this whatsoever.

Jeff pulls the car up to the curb and Cora gets into the 
back seat.

INT. CAR. NIGHT. B/W

		NICOLE
	Good morning, "Mom."

		CORA
		(gruff)
	Morning.

		NICOLE
	Sleep well?

		CORA
	Not a wink.

Cora immediately lights a cigarette. Nicole instinctively 
wrinkles her nose and turns away. Cora notices this and makes 
an exaggerated effort to keep the smoke away from Nicole by 
blowing it hard out the side of her mouth. Jeff glances back 
at the two women in the rearview mirror. No one speaks.

INT. SET. DAWN. B/W

NICK -- the Director, WOLF -- the Cameraman and WANDA -- the 
AD, stand in a loose triangle on the darkened set. All are 
holding coffee cups. The Gaffer can be seen in the background 
fumbling with a light.

		NICK
	Look, I'm not blaming anybody, Wanda. 
	I'm just saying we left last night 
	and I knew we didn't get that scene.

		WANDA
	I'm sorry, I thought it was a great 
	scene, Nick.

		NICK
	It was OK; and it's going to be 
	alright. But I'm not settling for OK 
	today. This is a big scene and I'm 
	not leaving till we get it.

		WANDA
	Whatever it takes, Nick. We're here 
	for you.

		NICK
	Alright, here's what I'm thinking. 
	Wolf, I want to do the whole scene 
	in one shot.

		WOLF
	It's been done.

		NICK
	I know that but I'd like to try it 
	anyway.

		WOLF
	Handheld.

		NICK
	No, dolly. We go from Close-up to 
	Wide-shot and back to Close-up in 
	the same shot.

		WOLF
	I'll use the 35, minimize distortion; 
	I'll light it all from the ceiling. 
	It could be kind of great.

		WANDA
	Sounds incredible. How long, Wolf?

		WOLF
	I'll need to see a couple run-
	throughs.

		NICK
	Not too many. It's a tough scene for 
	the actors. I want them to feel 
	relaxed, fresh...

		WANDA
	We've got all day, Nick. Whatever it 
	takes. What do you think, Wolf -- an 
	hour, 45?

		WOLF
	I don't know how you drink that shit 
	black, Nick. I got to dump in the 
	milk. It's the only way I can cut 
	the taste.

Suddenly the Gaffer turns on the 5K, flooding the room with 
harsh, blinding light.

		NICK
	Jesus!

		WOLF
	What the fuck?!

		WANDA
	Flame on, asshole!!

The screen goes completely WHITE.

INT. SET APT. DAY. B/W

Screen is still white. Gradually it shifts back to proper 
exposure revealing NICOLE in Medium CU. Her eyes are riveting; 
it is obvious she is emotionally primed for the scene. A 
light meter is thrust in front of her face. She barely 
registers it.

WS, the entire Living Room set. Nicole sits on a sofa facing 
Cora seated opposite in an overstuffed chair. Two flats have 
been joined at right angles to create the Living Room corner. 
A table lamp and assorted framed photographs complete the 
rather scrawny looking set.

Most of the movie crew is seen, including Wolf looking through 
the camera.

		WANDA
	OK, picture's up. Quiet. Stop the 
	work. Lock it up. Going for picture.

Nick approaches Nicole and Cora.

		NICK
	OK, nice and easy. Cora you're doing 
	fine. Remember, really listen and 
	really answer.
		(smiles at Nicole)
	I've got nothing to say to you. Just 
	let it happen. It's all there.

		WANDA
	Ready, Nick?

		WOLF
	Look at this a second, Nick.

Nick moves behind the camera and looks through the eyepiece. 
Another CU of Nicole fills the frame. The image is visually 
and emotionally breathtaking.

		WOLF
	I pushed in a foot. She's incredible. 
	It's coming right through the lens.

Nick grips Wolf's shoulder in gratitude.

		NICK
	That's great, man. Beautiful.

		WANDA
	Ready, Nick?

		NICK
	Let's go. Right away.

		WANDA
	And, roll sound.

		SOUND
	Speed!

		WANDA
	And, roll camera!

		AC
	Rolling!

		CLAPPER
	Scene six, take one.
		(hits the sticks)

		NICK
	Action.

INT. APT. THE SCENE: TAKE 1. COLOR

From the moment Nick calls "action" the film will cut directly 
to the shot the set camera is filming. The shot is fluid, 
graceful and in richly, beautiful COLOR. Nicole's performance 
is very strong; flawed only slightly by her nervousness.

		NICOLE
	Dad hit me first and knocked me down. 
	It didn't hurt that much but I started 
	crying anyway, hoping he would leave 
	me alone. He went over and started 
	hitting Danny.

		CORA
	Ellen, I have no memory of this 
	whatsoever.

		NICOLE
	You were just standing there looking 
	at me. Then you pulled me up and 
	said, "You're not hurt." Like I was 
	disgusting for faking, for doing the 
	only thing I could think of to keep 
	him from hitting me again.

		CORA
	I was worried about Danny.

		NICOLE
	You do remember.

		CORA
	He was smaller than you.

Nicole turns to Cora with the heartbreaking gaze of an 
abandoned child. Nick and the rest of the crew watch in awe.

		NICOLE
	You were so worried about Danny --

Suddenly the BOOM dips all the way into the shot.

INT. SET APT. DAY. B/W

		WOLF
	Cut! Boom in. Sorry, I had to cut. 
	Les, your boom was all the way in 
	the shot.

		BOOM
	Well, where's the frame line?

All the crew move around, all talking at once.

		WANDA
	OK, can we get a frame line? Hold it 
	down. We're going again right away. 
	Nobody moves. Les, you got the frame 
	line?

		BOOM
	I guess so.

		WANDA
	OK, here we go. Right away. Picture's 
	up.

Nick approaches Nicole and Cora.

		NICK
	Beautiful; both of you. Stay focused. 
	Stay with it. No big deal. Let's go, 
	Wanda. Right away.

		WANDA
	Roll sound!

		SOUND
	Speed!

		WANDA
	Roll camera!

		AC
	Rolling!

		CLAPPER
	Scene six, take two.
		(hits the sticks)

		NICK
	And, action.

INT. APT. THE SCENE: TAKE 2. COLOR

		NICOLE
	Dad hit me first and knocked me down. 
	It didn't hurt that much but I started 
	crying anyway, hoping he would leave 
	me alone. He went over and started 
	hitting Danny.

		CORA
	Ellen, I --

The image suddenly goes out of focus.

INT. SET APT. DAY. B/W

		AC
	I'm sorry, I have to cut. I was 
	completely off on the focus. It's my 
	fault, I'm sorry.

		WANDA
	Thanks for the apology but you'll 
	never work in this town again.
		(laughter)

		AC
	I've got it now.

		WANDA
	Here we go, right away. Lock it up. 
	And roll sound...

		SOUND
	Speed!

		WANDA
	Roll Camera!

		AC
	Rolling!

		CLAPPER
	Scene six, take three.
		(hits the sticks)

		NICK
	And, action.

INT. APT. THE SCENE: TAKE 3. COLOR

The scene begins once again. Remarkably, Nicole's enormous 
commitment is just as full and sharp. Nick is in ecstasy.

		NICOLE
	Dad hit me first and knocked me down. 
	It didn't hurt that much but I started 
	crying anyway, hoping he would leave 
	me alone. He went over and started 
	hitting Danny.

		CORA
	Ellen, I have no memory of this 
	whatsoever.

Suddenly a car stops right outside, a heavy, bass-driven rap 
song blasting out of its trunk-mounted speakers.

INT. SET APT. DAY. B/W

		SOUND
	Street noise!

		WANDA
	That's a cut!
		(into her walkie)
	What the fuck's going on down there!? 
	You call that a lock-up!? Get that 
	car out of there!

		NICK
	Jesus Christ. Why doesn't the guy 
	just get a flatbed trailer with about 
	600 speakers on it and tow it behind 
	his car.

Everyone nods in annoyed agreement; everyone except the Boom 
man who appears to be following the music with the mike, 
bopping to it through the headphones. Slowly, interminably, 
the music fades off into the distance.

		SOUND
	And... it's clear.

		WANDA
		(into her walkie)
	Do I have a lock-up?

		WALKIE (V.O.)
	kkkkkssst... sttttss yes.

		WANDA
	Is that a real lock-up?

		WALKIE (V.O.)
	ssssssssssssppppkkss.

		WANDA
	OK, right away. Picture's up. Roll 
	sound.

		SOUND
	Speed!

		WANDA
	And, roll camera!

		AC
	Rolling!

		CLAPPER
	Scene six, take four.
		(hits the sticks)

		NICK
	Action.

INT. SET APT. THE SCENE: TAKE 4. COLOR

		NICOLE
	Dad hit me first and knocked me down. 
	It didn't hurt that much but I started 
	crying anyway, hoping he would leave 
	me alone. He went over and started 
	hitting Danny.

		CORA
	Ellen, I have no memory of this 
	whatsoever.

		NICOLE
	You were just standing there looking 
	at me. Then you pulled --

Suddenly the BOOM drops into frame again.

INT. SET APT. DAY. B/W

		WOLF
	Boom's in.

		NICK
	Jesus Christ.

		BOOM
	Where?

		WOLF
	The whole left side of frame, Les.

		WANDA
	Alright, can we please get a 
	motherfucking frame line please?!

		BOOM
	The frame keeps changing.

		WOLF
	That's the idea, Les.

		SOUND
	May I make a suggestion? Is it 
	possible to maybe break the shot 
	down? Maybe two shots instead? Might 
	make it easier for Les.

		NICK
	No.

		SOUND
	Then I need ten minutes to switch to 
	radio mikes.

		WANDA
	Your call, Nick.

		NICK
	There won't be any other sound 
	problems?

		SOUND
	No more boom problems.

		NICK
	Switch to radios.

		WANDA
	That's a ten-minute break. Release 
	the lock-up. Stand by.

		WOLF
		(to the AC)
	Get me a coffee. Half milk.

INT. SET APT. DAY. B/W

Nick looks for Nicole but sees only Cora standing by the 
couch. Les has both arms up the back of her dress, running 
the wire to her radio mike. She's wearing stockings rolled 
down to just above her knees.

Nick turns and spots Nicole by herself in a dark corner of 
the set and walks over to her.

INT. SET APT. A CORNER. DAY. B/W

		NICK
	I'm sorry about all this, Nicole.

		NICOLE
	It's not your fault, Nick. Is there 
	a way to use some of the earlier 
	takes?

		NICK
	Not unless I change the shot; do a 
	cutaway of Cora or something and 
	intercut the takes. I don't want to 
	do that. It's a really nice shot and 
	what you're doing is incredible.

		NICOLE
	Thanks, Nick.

		NICK
	The radio mikes are going to make 
	everything easier. So, look. Take a 
	moment. Let all this shit go. We 
	don't roll till you're ready.

		NICOLE
	OK.

Nick moves back to the set, leaving Nicole in the shadows. 
Camera stays on her as she begins emotionally preparing 
herself once again.

		SCRIPT (V.O.)
	How was she in that Richard Gere 
	movie?

		CYBIL (V.O.)
	So-so.

Camera slips halfway through an open bedroom door, holding 
Nicole on one side of the frame while revealing PAM the Script 
Supervisor and CYBIL sitting on the floor smoking. Though 
separated by the wall, Nicole hears everything the two women 
say.

		SCRIPT
	Her career really took off, didn't 
	it?

		CYBIL
	I saw her in a Michael Bolton video.

		SCRIPT
	She is nice; but I could do a better 
	job.

Camera slips into a CU of Nicole. She closes her eyes as the 
two women continue talking about her. Screen goes BLACK.

INT. SET APT. DAY. B/W

A BLACK scrim, held by the Gaffer, passes in front of the 
camera, revealing the set with Nicole and Cora settling in 
for a take.

		WANDA
	Where's that flag going?

		GAFFER
	It's a scrim.

		WANDA
	Wolf!

		WOLF
	Two seconds, Wanda.

		WANDA
	No. No more tweaking. Picture's up.
		(into her walkie)
	Lock it up!

Wolf quickly motions Gaffer to hand-hold the scrim in front 
of the 5K.

		WANDA
	And, roll sound.

		SOUND
	Speed!

		WANDA
	Roll camera!

		AC
	Rolling!

		CLAPPER
	Scene six, take five.
		(hits the sticks)

		NICK
	Action.

INT. SET APT. THE SCENE: TAKE 5. COLOR

Once again the scene begins. Nicole shows the first signs of 
losing her concentration.

		NICOLE
	Dad hit me first and knocked me down. 
	It didn't hurt that much but I started 
	crying anyway, hoping he would leave 
	me alone. He went over and started 
	hitting Danny.

		CORA
	Ellen, I have no memory --

Suddenly there is a tremendous EXPLOSION sending bits of 
glass flying through the frame. Cora jumps, clutching her 
chest.

		CORA
	Oh, God!

INT. SET APT. DAY. B/W

CU the light the Gaffer had been holding the scrim before. 
It is smoking and shattered.

		NICK
	Jesus fucking Christ!

		WOLF
		(to the Gaffer)
	Kill it. Kill it. Pull the plug. 
	Right there by your foot.

		WANDA
	That's a cut. Anybody hurt? Cora, 
	are you alright?

Cora nods wordlessly, gasping for breath.

		WANDA
	Props. Props! Let's get a broom up 
	here right away. Clear the set!

INT. APT. HALLWAY. DAY. B/W

Nick, Cora, and Nicole stand in a corner of the landing. 
Nick is making obvious attempts to lighten the mood.

		NICK
	Well, let's see. What do you think 
	is going to happen next, Cora?

		CORA
	I'm going to have a heart attack!

		NICK
	No, you're not. You're going in there 
	in two minutes and we are really 
	going to nail this scene. I know it. 
	I have no doubt about it. Nicole...

Nick turns to Nicole and stops in midsentence. He looks at 
her for a long moment. Nicole returns his gaze then suddenly 
looks away.

		WANDA (V.O.)
	Nick! Nick!

		NICK
	One second!

Nick hesitates a moment then rushes back to the set.

		CORA
	I'll tell you this much right now; I 
	am never, ever doing another fucking 
	low-budget movie.

INT. SET APT. DAY. B/W

Nick joins Wanda and Wolf on the set couch and chair.

		NICK
	What's up?

		WANDA
	Wolf and I were talking... Ellen's 
	losing it a little bit. You got three 
	quarters of the scene really, really 
	incredible in the first take. Do a 
	quick cut-away and all you need is a 
	pickup of the last part of the scene.

		NICK
	Wolf?

		WOLF
	You know how I feel; I love this 
	shot. Hell, I designed it.

		NICK
	Then let's just stick with the game 
	plan, OK? It's a simple shot. We're 
	going to get it this time, I feel 
	it.

		WANDA
	We're here for you, Nick. Whatever 
	it takes.

Nick moves off. Wanda stares at Wolf who studiously inspects 
his light meter.

		WANDA
	Thanks.

INT. SET APT. DAY. B/W

Camera is close on the black-and-white clapboard. Nicole's 
face can be partially seen behind it.

		WANDA
	And, roll sound.

		SOUND
	Speed!

		WANDA
	And, roll camera!

		AC
	Rolling!

		CLAPPER
	Scene six, take six.
		(hits the sticks)

		NICK
	Action.

INT. SET APT. THE SCENE: TAKE 6. COLOR

As the scene begins again, it is obvious that both actresses 
are completely distracted. Nick's face betrays a rapidly 
increasing anxiety.

		NICOLE
	Dad hit me first and knocked me down. 
	It didn't hurt that much but I started 
	crying anyway, hoping he would leave 
	me alone. He went over and started 
	hitting Danny.

		CORA
	I...

There is a long awkward pause as Cora realizes she can't 
remember her line.

INT. SET APT. DAY. B/W

		NICK
	Cut. That's OK, Cora. What's the 
	line? Just say it to me; no acting.

		CORA
	I...
		(pause)

		AC
	"Ellen, I have no memory of this 
	line whatsoever."

Amid general tittering from the crew, Wanda yells out.

		WANDA
	OK, could we get the line please?! 
	Script!

		SCRIPT
		(Pam)
	"Ellen, I have no memory of this 
	whatsoever."

		WANDA
	Thank you. And, roll sound.

		SOUND
	Speed!

		WANDA
	And, roll camera!

		AC
	Rolling!

		CLAPPER
	Scene six, take seven.
		(hits the sticks)

		NICK
	Action.

INT. SET APT. THE SCENE: TAKE 7. COLOR

The scene begins again. Nicole is lifeless; she's merely 
saying the lines.

		NICOLE
	Dad hit me first and knocked me down. 
	It didn't hurt that much but I started 
	crying anyway --

		CORA
	I was worried about Danny!

Nicole stops cold, completely thrown by Cora jumping her 
line.

		NICOLE
	I'm sorry, I'm lost...

INT. SET APT. DAY. B/W

		NICK
	Cut. It's OK. No big deal.

Nick's voice has the rigid tremble of someone barely able to 
keep from screaming.

		NICK
	Everyone relax. We're just going to 
	run the lines. That's all. No acting. 
	Just run the lines. Then we're going 
	to shoot this fucking scene.

INT. SET APT. THE COUCH. DAY. B/W

Nicole gets up quietly and sits next to Cora on the couch, 
wordlessly taking her hand in hers.

		CORA
		(whispers)
	I'm so sorry. I'm fucking this up 
	for you.

		NICOLE
		(whispers)
	Cora, don't even think that. You're 
	doing great. I'm the one who's fucking 
	it up. If I get through this I swear 
	I'm never acting again.

She means it. Cora glances up at her, seeing for the first 
time how pain and defeat have drawn the life from Nicole's 
face. On an impulse Cora reaches out and gently lifts a strand 
of Nicole's hair from her eyes.

A sudden amazed alarm fills Nicole. The living room grows 
strangely quiet.

		NICK
		(faintly, from a 
		distance)
	And, action on the run-through.

CU Nicole. She looks quickly toward Nick in confusion.

INT. HOSPITAL ROOM. DAY. COLOR

DISSOLVE to a nurse moving quickly past the camera and out 
the open door of the hospital room.

CU Nicole, seated on the edge of the hospital bed. Still 
confused, she looks down at the old woman lying in the bed. 
The woman's face is pale and drawn. As Nicole leans closer 
her mother reaches out and gently brushes a strand of hair 
away from her face. The gesture is one of love, acceptance, 
and farewell. It is identical to the one we have just seen 
Cora make to her.

		NICK (V.O.)
	And action on the run-through.

INT. SET APT. DAY. B/W

WS, the Living Room Set. Nick, Wanda, the rest of the crew 
standing quietly. Nicole glances over at Cora and instantly 
something unspoken and unexplained passes between them. The 
run-through begins.

From the moment Nicole opens her mouth it is obvious there 
has been a remarkable change in her. Every word now has the 
stunning clarity of truth. Cora is completely engulfed in 
the moment.

		NICOLE
	Dad hit me first and knocked me down. 
	It didn't hurt that much but I started 
	crying anyway, hoping he would leave 
	me alone. He went over and started 
	hitting Danny.

		CORA
	Ellen, I have no memory of this 
	whatsoever.

		NICOLE
	You were just standing there looking 
	at me.

As Nicole continues, one by one the crew turn and watch this 
exquisite moment happening before them. Nick's face is lit 
with rapture.

		NICK
		(whispering)
	Roll camera... roll camera.

He glances over and to his horror sees that no one is behind 
the camera. He whispers frantically to the AC.

		NICK
	Where's Wolf?

		AC
		(whispers)
	In the bathroom... he doesn't feel 
	good.

		NICK
		(whispers)
	Get him! Get him!

Nick turns back to the scene, watching its beauty now in 
agony.

		NICOLE
	Then you pulled me up and said, 
	"You're not hurt." Like I was 
	disgusting for faking, for doing the 
	only thing I could think of to keep 
	him from hitting me again.

		CORA
	I was worried about Danny.

		NICOLE
	You do remember.

		CORA
	He was smaller than you.

		NICOLE
	You were so worried about Danny. 
	What about me, Mom? Why weren't you 
	worried about me?

There is a heavy, stunned silence as the scene ends. Nicole 
and Cora are in each other's arms. Pam and Cybil share a 
piece of tissue. CUT TO: an extreme CU of Nick.

		NICK
	Where the fuck is Wolf?!!!

INT. BATHROOM. DAY. B/W

In the cramped confines of the dingy basement bathroom, Wolf 
pukes violently into the toilet. His face is pale and slick 
with perspiration. His eyes look upward toward the sound of 
Nick yelling.

		WOLF
	One second!

Wolf tries to continue but another spasm of nausea wrenches 
him back toward the toilet bowl.

INT. SET APT. THE COUCH. DAY. B/W

The set is quiet, subdued. Nick sits on the couch with Nicole 
and Cora. Wolf sits groggily behind the camera wiping the 
sweat from his face. Wanda addresses the crew.

		WANDA
	OK, listen up. Nobody drinks the 
	milk downstairs. OK? It appears to 
	be bad.

Nick speaks uneasily to Nicole and Cora. He is a wreck and 
his insistent smile of encouragement looks absolutely 
demented.

		NICK
	I've had to, well I've changed the 
	shot; we're just a little pressed 
	for time. It'll just be a CU of Ellen 
	for the last part of the scene, 
	starting with Cora's "I was worried 
	about Danny." OK? I'll find a way to 
	cut this into the fourth take. We 
	almost had it. That was unbelievable, 
	both of you. But let's not think 
	about it. That moment is gone, and... 
	we'll, we'll get another one. I have 
	no doubt about it. OK? Here we go.

Nick walks over and stands beside the camera.

INT. SET APT. BY THE CAMERA. DAY. B/W

		WOLF
	I'm ready, Nick.

Nick is so angry he can't even look at Wolf.

		NICK
	Call it, Wanda.

		WANDA
	And, roll sound.

		SOUND
	Speed!

		WANDA
	And, roll camera!

		AC
	Rolling!

		CLAPPER
	Scene six, Pickup, take one.
		(hits the sticks)

		NICK
	Action.

INT. SET APT. THE SCENE: PICKUP 1. COLOR

The scene begins at the pickup point. Miraculously, both 
Cora and Nicole are just as concentrated and engaged as they 
were in the run-through.

		CORA
	I was worried about Danny.

		NICOLE
	You do remember.

		CORA
	He was smaller than you.

		NICOLE
	You were so worried about Danny. 
	What about me, Mom? Why weren't --

In the middle of this final, delicate moment an insistent 
electronic beeping is heard.

INT. SET APT. DAY. B/W

		NICK
	CUT!!!!

		WANDA
	What the fuck is that?! Sound?

		SOUND
		(frantically checking 
		his equipment)
	It's not me.

		BOOM
	It's the camera.

		WOLF
	The fuck it is. It's off; it's not 
	even running.

The beep continues, growing louder.

		WANDA
		(into her walkie)
	What's going on down there?! Do I 
	have a lock-up?! Nothing? You don't 
	hear a beeping sound?
		(to Nick)
	The street's quiet.

		NICK
	Then what the fuck is it!!?

		AC
	It's somebody's watch!

Everybody holds their watches up to their ears.

		WOLF
	Not mine.

		WANDA
	Not mine.

		SOUND
	Not mine.

		BOOM
	Not mine.

And so on, until all watches have been checked with negative 
results. The beeping continues, growing louder and louder.

Suddenly Nick loses it. He starts running around the set, 
ripping things apart, knocking over tables, lamps, chairs. 
He shoves Cora off the couch and whips off the cushions, 
heaving them against the wall with a startling violence.

		NICK
	Where is it!! You motherfucker! You 
	cock-sucking motherfucking bastard! 
	Where the fuck are you!? Where!! 
	Where!!

Everyone watches Nick demolish the set in stunned, open-
mouthed amazement. Nick turns to the crew in rage.

		NICK
	Can someone help me please?! Do I 
	have to do everything myself here?!

Nick loses it completely.

		NICK
	Hey, Cora. Why don't you go learn 
	your lines! Hey Scriptgirl, are you 
	finally going to pay attention here?! 
	Hey, focus puller, you want to make 
	a movie or get stoned?! Huh, I got 
	some great fuckin' Thai Stick here! 
	Hey Wolf, you pretentious, beret-
	wearing motherfucker! I saw your 
	reel, man; it sucked! Who the hell 
	would hire you anyway! Hey Wanda, 
	next time can you wear a shirt that's 
	a little more distracting to my 
	actors!
		(to the Gaffer)
	Hey Bob! Hi Bob! Can you please make 
	a little more noise on the dolly you 
	creaky motherfucker!
		(to Cybil)
	What is your name!? What do you 
	fucking do around here?!
		(to the Soundman)
	Hey Speedo, what's the matter? Can't 
	even find a teeny fucking beep?!

CU of Nicole. She turns away, unable to watch anymore. The 
beeping continues.

		NICK
	See what I have to put up with, 
	Nicole!? Maybe next time you'll do 
	some of that magic on camera!? But 
	no, no -- wait till Wolf is puking 
	his guts out, "Oh now I'll be good!!"

WS, the entire room. Nick's last word echoes throughout the 
silent set. Suddenly he stops in the center of the demolished 
set and lets out a long, wrenching scream.

INT. BEDROOM. NIGHT. COLOR

QUICK CUT TO extreme CU Nick's face, just as his eyes open. 
The film is in COLOR now. The room is in heavy darkness except 
for the light on Nick's face. Nick reaches over and shuts 
off his clock radio. The digital dial shows 4:00 A.M. The 
beeping finally stops.

Nick turns on a light and sits up in bed, drenched in sweat 
and still breathing heavily.

		NICK
	God...
		(this is not a sigh 
		of relief)

The camera DOLLIES swiftly back away from Nick. He stares at 
it in stunned amazement. Just then a DOOR closes right into 
the lens turning the frame into complete BLACKNESS.

Out of the BLACKNESS a door opens away from the camera 
revealing WANDA looking into her closet (the camera is inside 
the closet). From this point on, the rest of the film is in 
COLOR except where specifically indicated to be Black and 
White.

INT. WANDA'S APT. DAWN

She is wearing only a bra, black stretch pants, and cowboy 
boots. She rummages quickly through some blouses, selects 
the same garish one she wore in Part One, then walks away 
revealing WOLF sitting on the edge of the rumpled bed. He is 
dressed exactly the same as when we last saw him, complete 
with beret. He struggles groggily into his socks and boots. 
The entire apartment is in disarray. A bedside clock reads 
4:13 A.M.

		WOLF
	Well, when did he ask you?

		WANDA
	Yesterday, when I was helping him 
	check into his hotel.

		WOLF
	What, the guy can't even check into 
	a hotel by himself?

		WANDA
	Listen, Wolf, having Chad Palomino 
	in this movie will benefit us all. 
	If being there when he checks into 
	his hotel makes him feel better, 
	then I'm happy to do it.

		WOLF
	Well, how did it come up?

		WANDA
	He asked me if I liked jazz, I said 
	yes, and he suggested we meet tonight 
	at a jazz club.

		WOLF
	I like jazz.

		WANDA
	He did not invite you.
		(applies perfume)

		WOLF
	Why are you wearing perfume to work?

		WANDA
	Because I feel like it.

		WOLF
	You didn't wear it yesterday.

		WANDA
	Oh, stop it. You're acting like a 
	child.

Wanda playfully swipes at Wolf's face with a negligee she is 
returning to the closet. It misses him completely.

		WOLF
	My eye!

		WANDA
	Oh, God. Sweetheart, are you alright?

		WOLF
	Do I look alright?!

		WANDA
	Let me see. Christ, we're going to 
	be late.

Wanda sits and perfunctorily examines Wolf's eye.

INT. CAR. DAWN

The car is parked outside a rather seedy hotel. JEFF, the 
Intern and NICK, the Director, sit quietly in the motionless 
car.

		NICK
	Should we call up to the room again?

		JEFF
	He said he'd be right down.

Nick lets out a huge yawn.

		JEFF
	Tired?

		NICK
	I'm exhausted. I dreamt I was on the 
	set all night. I was just trying to 
	do one shot and everything kept going 
	wrong.

		JEFF
	That's an anxiety dream. Are you 
	anxious about something?

		NICK
	I don't know. Sometimes I wonder 
	what the hell I'm doing in this 
	business. It's all just one compromise 
	and disappointment after another. I 
	don't know if I have the personality 
	for it.

		JEFF
	Sounds kind of like an identity 
	crisis.

		NICK
	Maybe you're right. Who am I? What 
	am I really capable of? Maybe I should 
	just get a job teaching at a women's 
	college somewhere.

		JEFF
	How'd you get into cinematography?

		NICK
	I'm not a cinematographer.

		JEFF
	You're not?

		NICK
	No. I'm directing this movie.

		JEFF
		(pause)
	How'd you get into directing?

INT. HOTEL ROOM. DAWN

In the dim light of the hotel room, CHAD PALOMINO dresses 
quickly. He is young, handsome, with long blond hair. A WOMAN 
sits nude on the bed, her back to the camera. The faint sound 
of a shower comes from the adjacent bathroom.

		PALOMINO
	They're waiting downstairs.

		WOMAN
	Go ahead, I'll take a taxi.

		PALOMINO
	Oh, OK. Listen, I've got to tell 
	you, I had a lot of fun last night, 
	really, but for me, where I'm at 
	right now in my life, a relationship 
	is...

		WOMAN
	Chad; hold it. This was a one-time 
	deal. You know it, I know it. There 
	is no need for melodrama.

		PALOMINO
	I just thought you might...

		WOMAN
	Look, all I ask is that you don't 
	mention this to anyone.

		PALOMINO
	Hey, that's not my style.

		WOMAN
	Good.

		PALOMINO
	So, I'll see you on the set.

Palomino slips out the door. The woman falls back onto the 
bed, turning her face toward the camera. We see it is NICOLE.

		NICOLE
	God damn it.

She lies for a moment, listening to the sound of the shower. 
The bedside clock reads 4:30 A.M.

INT. CAR. DAWN

The car pulls up outside a NYC apt building. Jeff, Nick, and 
Palomino sit inside.

		PALOMINO
	I got two films coming up right after 
	yours, Nick. One I play a rapist 
	that Michelle Pfeiffer falls in love 
	with. The other I'm kind of a sexy 
	serial killer who shacks up with 
	Winona Ryder.

		NICK
	That's great, man.

		PALOMINO
	Yeah, but I'm not into that hostess 
	twinkie shit, Nick.

		NICK
	Hostess twinkie?

		PALOMINO
	That Hollywood shit. It's all fluff, 
	man. These are the kind of movies I 
	want to do, right here.

		NICK
	I'm glad you feel that way, Chad. 
	And I just want to tell you, I'm 
	really happy we can work together.

		PALOMINO
	Hey, me too! You're a great director, 
	man. Your films are wacked! And I'm 
	gonna be watching you, buddy. Like a 
	hawk. I want to learn from you, Nick. 
	I'm gonna pick your brain.

		NICK
	Good. Then you can pick my nose.

		PALOMINO
		(big laugh)
	See what I mean? You're wacked. Hey, 
	what are we sitting here for?

		NICK
	We're waiting for Nicole.

		PALOMINO
	Nicole? She's takin' a tax --
		(he stops)

		NICK
	What?

		PALOMINO
	Probably taking a shower or something. 
	Hey, how was her shower scene in 
	that Richard Gere movie?

		NICK
	Good.

		JEFF
	Really great.

The three men sit in silence. WS, showing the car parked 
outside Nicole's apt, the men inside waiting.

INT. THE SET. MORNING

A small, elegant bedroom set has been constructed in the 
middle of the huge empty space. One wall has a fake window. 
The GAFFER lies on the bed staring absently at the AC sitting 
motionless beside the camera a few feet away. Neither speaks 
for a long moment.

		GAFFER
	I think we got nudity today.

		AC
		(reads from his 
		callsheet)
	It just says "Scene Six: Ellen and 
	Damian kiss."

		GAFFER
	Could be a kiss with nudity.

		AC
	I like Ellen. She's my type.

		GAFFER
	Why is that?

		AC
	She's pretty. Smart. Kind of kooky.

		GAFFER
	Maybe I'll give her a part. That's 
	right; I'm makin' my own movie pretty 
	soon.

		AC
	Oh yeah?

		GAFFER
	Yup. Feature. I brought my script.

The Gaffer tugs a thin, tattered SCRIPT, folded lengthwise, 
out of his back pocket.

		GAFFER
	Palomino's perfect for the lead. I'm 
	going to give it to him right during 
	lunch. Maybe right after.

		AC
	Alright.

		GAFFER
	Got to be aggressive. You want to 
	shoot it?

		AC
	Sure.

		GAFFER
	You ever shot anything?

		AC
	No.

		GAFFER
	That's alright; got to start 
	somewhere.

Suddenly the Gaffer reaches out and warmly shakes the AC's 
hand.

INT. MAKEUP CORNER. DAY

Nicole sits before the makeup mirror. LORDE, the male Makeup 
artist picks up a tube of Preparation H and begins applying 
it under Nicole's eyes just as Nick walks up.

		NICK
	Jesus, what are you doing?

		LORDE
	Shrinking tissue. That's what this 
	stuff is for. Let that sit for two 
	minutes, pumpkin; I'll be right back.

		NICK
	How'd you get here?

		NICOLE
	Took a taxi.

		NICK
	Oh. We've been waiting in front of 
	your apartment for half an hour.

		NICOLE
	God, I'm sorry, Nick. Something came 
	up. I forgot to call. I'm sorry, I 
	feel like such an asshole.

		NICK
	You're just saying that because you 
	have Preparation H on your face.

		NICOLE
	I never should have gone out last 
	night. I hate jazz. God, I look 
	terrible.

		NICK
	No you don't.

		NICOLE
	Don't bullshit me, Nick.

		NICK
	I'm not. You really look beautiful.

Something in Nick's voice makes Nicole glance up at him. He 
looks away quickly. The moment is awkward, as if they both 
realize he has inadvertently revealed something. Just then 
Palomino approaches.

		PALOMINO
	Hey! How'd you get here, Nicole?

		NICOLE
	I took a cab.

		PALOMINO
	Oh, cause we were wondering how you 
	got here.

Nick looks at both of them in a moment of silence.

		NICK
	Alright, good; everybody's here. 
	We'll do a run-through as soon as 
	you guys are ready.

		PALOMINO
	You got it, Chief.

Lorde reenters as Nick leaves. Palomino sits in the chair 
beside Nicole and Lorde immediately begins his makeup. No 
one speaks.

INT. THE SET. DAY

The crew is assembled behind the camera. Wolf is now wearing 
a black eyepatch over one eye. Nick is on the set, talking 
with Nicole and Palomino. Palomino wears a tuxedo and Nicole 
is in an elaborate low-cut gown.

		WANDA
	Hold it down, hold it down, people. 
	Actors working.

		PALOMINO
	Great shirt, Wanda.

		WANDA
		(big smile)
	Why, thank you, Chad.

		NICK
	OK, let's work out the rest of this 
	blocking. Wolf --
		(notices Wolf's 
		eyepatch)
	What happened to your eye?

		WOLF
	A little accident.

		NICK
	You going to be alright?

		WOLF
	I think so.

		PALOMINO
	It looks good on you, man.

		NICK
	Nicole is standing here, Chad, you're 
	there by the chair. Camera is close 
	on Ellen: her first line.

		NICOLE
	I've always admired you from afar.

		PALOMINO
	Admired? That sounds rather 
	professional.

		NICK
	Good! "Professional," that's the 
	cue; Damian steps up to the bed. 
	Camera pulls back. The scene 
	continues.

		NICOLE
	Well, then: loved. How does that 
	sound?

		PALOMINO
	It sounds like the champagne talking.

		NICOLE
	I've loved you from the moment we 
	met.

		PALOMINO
	Why didn't you tell me?

		NICOLE
	We were working together. I didn't 
	want anything to interfere.

		PALOMINO
	God. And all this time I thought...

		NICK
	Then the kiss. How's that feel?

		PALOMINO
	Great.

		NICK
	Nicole?

		NICOLE
	Good.

		NICK
	Wolf, any thoughts?

		WOLF
	Nope.

		PALOMINO
	I've got a thought. What about Damian 
	having an eyepatch like Wolf's?

		NICK
	Let me think about that one, Chad.

		PALOMINO
	OK, you're the genius. Nick Reve, 
	Living in Oblivion, Scene Six, Take 
	One. Let's shoot it!

		NICK
	One second, Chad. You ready for one, 
	Wolf?

		WOLF
	Hell, I been ready.

		PALOMINO
	Alright, Wolfman.

		NICK
	Good. Call it, Wanda.

		WANDA
	Going for picture. Lock it up. And 
	roll sound.

		SOUND
	Speed!

		WANDA
	Roll camera!

		AC
	Rolling!

		CLAPPER
	Scene six, take one!

		NICK
	And, action.

INT. THE SET. TAKE ONE

Instantly the film cuts from color to B/W. Chad and Nicole 
begin their Love Scene.

		NICOLE
	I've always admired you from afar.

		PALOMINO
	Admired? That sounds rather 
	professional.

The camera starts to dolly, however Chad does not move. He 
goes out of frame forcing Wolf to pan abruptly to Nicole.

		NICOLE
	Well, then: loved. How does that 
	sound?

		PALOMINO
	It sounds like the champagne talking.

		NICOLE
	I've loved you from the moment we 
	met.

		PALOMINO
		(finally moves to his 
		mark)
	Why didn't you tell me?

		NICOLE
	We were working together. I didn't 
	want anything to interfere.

		PALOMINO
	God. And all this time I thought...

Palomino and Nicole embrace. Their kiss, like the entire 
scene, is flat, lifeless, and awful.

INT. THE SET

		NICK
	Cut. Very good.

		WOLF
	Not for camera. Chad was completely 
	out of frame.

		NICK
	Yeah, Chad; what happened, buddy? 
	Forget your cue?

		PALOMINO
	Oh no, man. I held back. It really 
	felt like something Damian would do; 
	holding back to the last moment.

		NICK
	Oh, I see. How's that for you, Wolf?

		WOLF
	I don't care when he moves. Just 
	give me a fucking cue.

		PALOMINO
	The Lone Wolf!

		NICK
	What line did he move on?

		SCRIPT
	"Why didn't you tell me?"

		NICK
	Alright, "me" is the new cue. Nicole, 
	how does that feel to you?

		NICOLE
	Fine, if that's what Chad wants to 
	do.

		PALOMINO
	"Me, me, me," that's the cue. Let's 
	shoot; I'm stoked!

		NICK
	One second, Chad.

Nick approaches the bed and speaks quietly to Chad and Nicole.

		NICK
	Chad, how would you describe this 
	scene, in one word?

		PALOMINO
	Great. It's a great scene, man.

		NICK
	No, I mean it's a love scene. Right?

		PALOMINO
	Definitely.

		NICK
	These two people really love each 
	other. And we want to see that, 
	especially in the kiss.

		PALOMINO
	Hey, say no more, Chief.

		NICK
	Nicole?

		NICOLE
	I understand, Chief.

		NICK
	Good. Here we go. Call it, Wanda.

		WANDA
	Going for picture. Lock it up. And 
	roll sound.

		SOUND
	Speed!

		WANDA
	Roll camera!

		AC
	Rolling!

		CLAPPER
	Scene six, take two!

		NICK
	And, action.

INT. THE SCENE. TAKE TWO. DAY

		NICOLE
	I've always admired you from afar.

Palomino moves immediately to the bed, changing his blocking 
and causing the camera crew and Nicole considerable confusion.

		PALOMINO
	Admired? That sounds rather 
	professional.

		NICOLE
	Well, then: loved. How does that 
	sound?

		PALOMINO
	It sounds like the champagne talking.

		NICOLE
	I've loved you from the moment we 
	met.

		PALOMINO
	Why didn't you tell me?

		NICOLE
	We were working together. I didn't 
	want anything to interfere.

		PALOMINO
	God. And all this time I thought...

The scene once again is awful. Nick gives their listless 
kiss a few moments then calls CUT.

INT. THE SET. DAY

		NICK
	And, cut. Very good. Wolf?

		WOLF
	Chad missed his cue again; the whole 
	dolly is unusable.

		NICK
	Yeah, Chad. What happened; I thought 
	you were going to hold back till 
	"me"?

		PALOMINO
	The more I thought about it the more 
	it didn't seem right. And I'm 
	thinking, watch me here, instead of 
	coming around the bed, what if I 
	just slip here like this and do the 
	whole scene lying down?

		NICK
	I don't know, that seems a little...

		PALOMINO
	Hey, I'm just throwing out ideas 
	here. Trying to get the juices 
	flowing.

		NICK
	Nicole, how does that feel to you?

		NICOLE
	Well, I can turn to look at him. But 
	won't you be shooting the back of my 
	head?

		WOLF
	Plus Chad is completely out of the 
	light down there.

		PALOMINO
	Hey, Wolf; I'm not worried about my 
	face, man. It's about the acting; 
	that's all I care about.

		WOLF
	It's your call, Nick. His acting or 
	his face.

		NICK
	For some reason I was hoping we could 
	get both.
		(laughs)
	I thought that's what we were trying 
	to do here.

		WOLF
	I'll have to set another light.

		WANDA
	We're ahead of schedule, Nick. I 
	think we can afford a few minutes to 
	set a light for Mr. Palomino.

		NICK
	Good, let's do it. Ellen, Damian; 
	let's talk for a second.

As Nick, Nicole, and Palomino step off the set Wanda speaks 
to the crew in general.

		WANDA
	We'll pause to set this light and go 
	again right away. How long, Wolf?

Wolf doesn't answer, though he stands a mere foot away, 
watching the Gaffer set up a light.

		WANDA
	Wolf?

Wolf walks away from Wanda without a word. The entire crew 
watches this.

INT. A CORNER. DAY

Nick, Palomino, and Nicole confer, all three smoking.

		NICK
	OK, let's make sure we know what's 
	going on here. These two people have 
	loved each other for years, each of 
	them not knowing the other was in 
	love with them. And tonight, in this 
	little room it all comes out. It's 
	like a dam bursting. Does that make 
	sense? Nicole?

		NICOLE
	It makes perfect sense. I just haven't 
	found it yet. I'll get it though.

		NICK
	What about you, Chad?

		PALOMINO
	I'm there, man. I got the dam going, 
	the river, everything. You watch, 
	that little change in the blocking 
	is going to open the whole scene up 
	for me.

		WANDA (V.O.)
	We're ready, Nick!

		NICK
	Good. Let's go.

INT. THE SET. DAY

		WANDA
	Going for picture. Lock it up. And 
	roll sound.

		SOUND
	Speed!

		WANDA
	Roll camera!

		AC
	Rolling!

		CLAPPER
	Scene six, take three!

		NICK
	And, action.

INT. THE SCENE. TAKE THREE. DAY

		NICOLE
	I've always admired you from afar.

Palomino saunters over and sprawls on the bed, forcing Nicole 
to turn her head completely away from the camera.

		PALOMINO
	Admired? That sounds rather 
	professional.

		NICOLE
	Well, then: loved. How does that 
	sound?

		PALOMINO
	It sounds like the champagne talking.

		NICOLE
	I've loved you from the moment we 
	met.

		PALOMINO
	Why didn't you tell me?

		NICOLE
	We were working together -- I'm sorry, 
	can we cut, Nick?

INT. THE SET. DAY

		NICK
	Cut!

		WANDA
	That's a cut!

		PALOMINO
	Dammit! That was a good one!

		NICOLE
	I know, I'm sorry. But this feels 
	really awkward; turning all the way 
	around like this.

		NICK
	Yeah, I think the lying on the bed 
	is not quite working, Chad. Let's 
	try one with the original blocking.

		PALOMINO
	Which one was that? There's been so 
	many damn changes. Could somebody 
	help me out please?

		SCRIPT
	The cue for the original blocking is 
	"professional."

		PALOMINO
		(intimate)
	Thank you. Thank you very much.

		NICK
	OK, right away. Call it, Wanda.

		NICOLE
	Nick? Could I just have a moment? Is 
	that alright?

		NICK
	Of course, Nicole; are you kidding? 
	Hold the roll, Wanda.

		WANDA
	Holding the roll!

Nicole remains seated on the bed, lowering her head and 
closing her eyes as she attempts to generate some emotion 
for the scene. Everyone watches her in complete silence.

INT. NEAR THE CAMERA. DAY

Palomino tiptoes over to the camera where Wanda and the 
Scriptgirl are standing side by side. As he leans between 
them, checking his lines on the Scriptgirl's script, he 
inhales deeply then exhales with a barely audible sigh.

		PALOMINO
		(whispers)
	Someone over here smells very, very 
	nice.

Thinking he means her, Wanda's lips flutter in a brief, 
involuntary smile. Meanwhile, the Scriptgirl turns away, 
blushing furiously.

INT. THE SET. DAY

Palomino tiptoes again back to his spot. Nicole raises her 
head and nods once to Nick. She seems to have aroused some 
real emotion in herself.

		NICK
		(with quiet intensity)
	Call it, Wanda.

		WANDA
	And roll sound.

		SOUND
	Speed!

		WANDA
	Roll camera!

		AC
	Rolling!

		CLAPPER
	Scene six, take four!

		PALOMINO
		(suddenly)
	Nick, I just had a great idea!

		WANDA
	Hold the roll!

		NICK
	What is it, Chad?

		PALOMINO
	Just stop me if I'm out of line here, 
	but she says "admired from afar," 
	right? Doesn't it make sense to see 
	Damian up close and her "afar?" You 
	start on a Close-up of Damian, watch 
	me here; as she declares her love, 
	the camera moves with me into this 
	primo two-shot that you and the 
	Wolfmeister have set up here.

		NICK
	What do you think, Wolf?

		WOLF
	I don't like it. This is Ellen's 
	scene.

		NICK
	I don't know; it sort of makes sense.

		PALOMINO
	Hey, you did it, man. It's all there 
	in the writing.

		WOLF
	I'd have to relight.

Nick pauses, thinking hard.

		WANDA
	We're still ahead of schedule, Nick; 
	if that means anything to you.

		NICK
	Let's do it.

		WOLF
		(to the Gaffer)
	Get me a tweenie right here, with 
	diffusion.

		WANDA
	OK, everyone stand by. We're pausing 
	briefly to set one little light, 
	then we're going again, right away. 
	Stand-in please for Mr. Palomino.

		GAFFER
	I'll do it.

		WOLF
	Get the fucking light!

INT. CRAFT SERVICE TABLE. DAY

Several members of the crew loiter around the table. The 
Scriptgirl approaches carrying a donut in one hand and a cup 
of coffee in the other. Palomino notices her and moves quietly 
to her side. Without a word he picks up the milk and pours 
some in her coffee. Nicole stands nearby and watches the 
following exchange.

		SCRIPT
	Thanks.

		PALOMINO
	My pleasure. Sugar?

		SCRIPT
	Just a bit.

Palomino puts sugar in her coffee with extreme care.

		PALOMINO
	You like jazz?

		SCRIPT
	Very much.

		PALOMINO
	Maybe we could go hear some tonight.

Palomino smiles and moves away just as Wanda comes up for a 
coffee refill.

		WANDA
	It's going well I think. Don't you 
	think?

		SCRIPT
	Very well. What time do you think 
	we'll finish?

		WANDA
	Early I hope. I'm going to a jazz 
	club tonight.

		SCRIPT
	Really? So am I. He's wonderful, 
	isn't he?

		WANDA
	Chad?

		SCRIPT
	He's so natural, like... air.

Nicole approaches.

		SCRIPT
	I wonder what his sign is. Do you 
	know, Nicole?

		NICOLE
	I don't know his sign, but I think 
	his moon is in Uranus.

Wanda chokes hard on her coffee as Nicole walks off with a 
bitter smile.

		SCRIPT
	You don't have to be nasty.

INT. THE SET. DAY

Palomino saunters onto the set as Wolf and his crew finish 
relighting.

		PALOMINO
	Yo, Wolfman. Is this my new mark?

		WOLF
	Until you change it. Where's my 
	fucking eyepatch?!

Wolf walks off. The Gaffer slips the AC a shrewd wink then 
walks over and stands next to Palomino, giving him a big, 
friendly grin.

		GAFFER
	Hey, Chad.

		PALOMINO
	Hey, whatya say.

		GAFFER
	I'm Bob. I'm lighting this show.

		PALOMINO
	Chad Palomino; Actor.

		GAFFER
		(big smile)
	I know.

		PALOMINO
		(to the ac)
	Hey, what's your name?

		AC
	Maurice.

		PALOMINO
	Maurice! Hey, Maurice Chevalier! Any 
	relation? Probably not. Hey, smoking 
	crew guys, really.

The Gaffer slips his own script out of his back pocket and 
begins leafing through it.

		GAFFER
	Hey thanks, Chad. Actually I wrote a 
	script.

		PALOMINO
	Oh, yeah?

Palomino takes the Gaffer's script and holds it up to his 
eyes, shading them from a light he's looking at across the 
room. He points to the light.

		PALOMINO
	Hey, Bill. See that light over there?

		GAFFER
	Uh, yeah.

		PALOMINO
	Lower it about three feet.

Palomino hands the Gaffer back his script and walks off. The 
Gaffer and AC stand in silence for a long awkward moment.

INT. BATHROOM. DAY

Nick intently scrutinizes himself in the mirror. Leaning 
closer he makes a careful adjustment to the way his hair 
falls over his ear, then steps back to examine himself.

		NICK
	Would you care to have a drink 
	tonight? Hey, Nicole, what do you 
	say you and I have a drink tonight?

Suddenly the door opens behind him and Nicole walks in.

		NICOLE
	Oh, Nick! I'm sorry!

		NICK
	That's OK, no problem. I'm just 
	slapping a little water on my face.

The two stand in embarrassed silence for a moment. Nick looks 
like he's gathering the nerve to ask her out.

		NICK
	So, it's going pretty good, huh?

		NICOLE
	Is it? Something feels off.

		NICK
	Yeah, you seem a little tense.

		NICOLE
	Do I?

		NICK
	But don't worry about it. Just take 
	your attention off yourself and put 
	it on Chad. Work off him a little 
	more.

		NICOLE
	OK, I'll try that.

		NICK
	And listen, I know he's no Olivier. 
	But he's got something, don't you 
	think? Kind of a natural presence.

		NICOLE
	Oh yes, he's very natural.

Nick hesitates, again gathering his nerves to pop the 
question.

		NICK
	So Nicole... anything else I can 
	help you with?

		NICOLE
	Actually there is. Could you maybe 
	ask him to brush his teeth?

		NICK
	Oh, sure.

INT. THE SET. DAY

Wanda crosses the set and assumes her position beside the 
camera. Wolf sits behind it, barely a foot away.

		WOLF
	My eye is killing me.

		WANDA
	Put your eyepatch on.

		WOLF
	I lost it.

		WANDA
	Is that little light set yet?

		WOLF
	That little light was set ten minutes 
	ago.

		WANDA
		(into her walkie)
	Get me the A Team in here right away. 
	Nick, Nicole, and Mr. Palomino.
		(to Wolf)
	Why didn't you tell me?

		WOLF
	Hey, you're not worried about the 
	time, I'm not worried about the time.

		WANDA
	Oh, I am very worried about the time!

		WOLF
	I know you are.

		WANDA
	What is that supposed to mean?

		WOLF
	What do you think it means?!

		WANDA
	I don't know what it means!

		WOLF
	Oh yes you do, you know exactly what 
	it means.

		WANDA
	I have no idea what you're talking 
	about! Why are you --

		WOLF
	You don't understand me, Wanda! You 
	have no idea --

		WANDA
	I don't understand you?!! All I do 
	is take care of you!!!

Nick suddenly runs up just as Wolf and Wanda are on the verge 
of blows.

		NICK
	Hey, hey, hey! What the hell's going 
	on here?! Jesus, Wanda. This is a 
	very intimate scene and a lot of 
	tension on the set doesn't help. OK? 
	Now, Wolf, let's just go through the 
	first part of the move. Damian, on 
	your new mark. Good. Close-up, Damian; 
	Ellen in the background.

Nick suddenly sees Palomino is wearing a black eyepatch.

		NICK
	Chad, what are you doing?

		WOLF
	Hey, that's my fucking eyepatch.

		PALOMINO
	Wolf, could I borrow it? Cause I'm 
	telling you, Nick; it really feels 
	right. I feel like this guy now, 
	man.

		NICK
	I don't know, Chad. I don't think it 
	works.

		PALOMINO
	You're wrong, man. I'm going to fight 
	you on this one.

		WOLF
	Hey, it's my fucking eyepatch and I 
	don't want anyone wearing it. It's 
	insanitary.

Palomino removes the eyepatch and tosses it back to Wolf.

		PALOMINO
	Fine. I'll get my own. Nick, send 
	someone out for an eyepatch. I'll 
	fucking pay for it myself.

Nick pulls Palomino aside and whispers to him confidentially.

		NICK
	Listen, Chad. I didn't want to say 
	this in front of Wolf but it makes 
	you look a little... gay.

		PALOMINO
	Really?

		NICK
	Yeah, a little bit.

		PALOMINO
	Jesus.

Palomino sneaks a glance back at Wolf then whispers to Nick.

		PALOMINO
	You're right. Thanks, buddy. Good 
	call.

		WANDA
	Are you ready, Nick?

		NICK
	One second. You need a rehearsal, 
	Wolf?

		WOLF
	Let's just fucking shoot it!!

		PALOMINO
	El Lobo!

Palomino winks at Nick and walks back to his new mark, making 
a barely audible howling sound behind his hand.

		NICK
	Call it, Wanda.

		WANDA
	Going for picture. Lock it up. And 
	roll sound.

		SOUND
	Speed!

		WANDA
	Roll camera!

		AC
	Rolling!

		CLAPPER
	Scene six, take four!

		NICK
	And, action.

INT. THE SCENE. TAKE FOUR

The scene begins again. Palomino milks his Close-up for all 
it's worth.

		NICOLE
	I've always admired you from afar.

		PALOMINO
	Admired? That sounds rather 
	professional.

		NICOLE
	Well, then: loved. How does that 
	sound?

Right on his cue, Palomino walks to the bed. As the camera 
moves into the 2-shot he begins stroking Nicole's hair with 
extreme care and concentration.

		PALOMINO
	It sounds like the champagne talking.

		NICOLE
	I've loved you from the moment we 
	met.

		PALOMINO
	Why didn't you tell me?

		NICOLE
	We were working together. I didn't 
	want anything to interfere -- God!

Under the onslaught of escalating hair-stroking, Nicole 
suddenly jerks her head away hard. Palomino jumps up and 
begins pacing at the rear of the set.

INT. THE SET. DAY

		NICK
	Cut!

		WANDA
	That's a cut. Hold the work, going 
	again, right away.

		NICOLE
	I'm sorry, Nick. I don't know why I 
	did that. I'm sorry.

Palomino suddenly stops pacing and addresses Nick with a 
curtness that is a little startling.

		PALOMINO
	Nick, could I talk to you a second?

Palomino disappears behind the set, a jerk of his head 
indicating his wish for Nick to follow him.

		WANDA
	A momentary delay. Everyone stand 
	by. We're going again, right away.

		SOUND
	Excuse me, Ellen? You were a tad low 
	on that take.

		NICOLE
	Oh, OK. I'll bring it up. Actually 
	could I listen to the take before?

The Sound man gives Nicole his headphones and rewinds the 
tape recorder for her. The first several lines of the last 
take are heard through the headphones.

INT. OFF THE SET. DAY

Nick follows Palomino behind the set, stopping just beside 
the fake set window. Palomino whirls on Nick and whispers 
fiercely.

		PALOMINO
	I'm out of here, man!

		NICK
	What's the matter?!

		PALOMINO
	I like you, but I made a big mistake 
	taking this part. Have someone call 
	me a cab.

		NICK
	Wait a second, Chad. Just talk to 
	me. What's going on!?

		PALOMINO
	I can't act with this woman. I know 
	she's a friend of yours but I got to 
	tell you: she cannot act worth a 
	shit! I'm giving her everything! The 
	whole thing I just did with the hair; 
	did you see that? I came up with 
	that on my own because I thought it 
	would help her. But no, she's giving 
	me nothing! I'm out of here.

INT. THE SET. DAY

Nicole listens to the last line of the previous take.

		PALOMINO
	God, and all this time I thought...
		(the muted rustle of 
		the kiss)

The Sound man stops the recorder at the end of the take, 
sets the machine in standby mode, and picks up his crossword 
puzzle. Nicole is just about to take off the headphones when 
she realizes she can hear Nick and Palomino talking quite 
clearly. Glancing up, she sees the Boom man has left his 
boom leaning against the wall, the mike pointing out the 
open set window.

		PALOMINO (V.O.)
	Why did you cast her? She sucked in 
	that Richard Gere movie!

		NICK (V.O.)
	You're right. She is not the best 
	actress in the world. I see that now 
	but you've got to help me, Chad. I'm 
	asking you to please help me here. 
	We've got to get through this somehow.

The camera begins a slow DOLLY in to Nicole's astonished 
face. This will be intercut with a similar DOLLY in to the 
microphone leaning against the wall, ending in an ECU of the 
mike.

INT. OFF THE SET. DAY

Camera is close on Nick and Palomino.

		PALOMINO
	I'll tell you what this is about, 
	man. You know why she took a cab 
	this morning?

		NICK
	Something came up.

		PALOMINO
	No. She was in my hotel room and she 
	didn't want you to know it. OK? I'm 
	sorry it had to come out like this 
	but I told her this morning "thanks 
	a lot, it was a lot of fun last night 
	but let's get something straight -- 
	it was just a one-time deal," and 
	she didn't want to hear that. She 
	wanted more, you see what I'm saying? 
	It's rejection.

INT. THE SET. DAY

The camera reveals Nicole now seated in her spot on the bed. 
She rises as Nick and Palomino reappear and approach her 
from behind the set.

		NICK
	Nicole, listen...

		NICOLE
	Nick, it's my fault the scene isn't 
	working. I apologize. Chad, I 
	apologize to you too. I'm completely 
	unfocused here and I think you're 
	absolutely right; what we need to do 
	is loosen the scene up somehow.

Nick and Palomino stare at Nicole for a moment.

		NICK
	What would you like to do?

		NICOLE
	I was wondering if we could try 
	improvising the scene. More along 
	the lines of what Chad has been doing. 
	Maybe that would help me find 
	something.

Nick's smile of gratitude to Nicole looks almost drug-induced.

		NICK
	That's a fantastic idea. What do you 
	think, Chad?

		PALOMINO
	Hey, that's the only way I can work. 
	Let's take it apart, let's cut loose.

		NICK
	Good! And we'll shoot it! Hell, why 
	not?!

		PALOMINO
	Roll that motherfucking camera, 
	Wolfie!

		WOLF
	Kiss my ass!

Although Wolf says this quite loud, Palomino doesn't hear 
him because he suddenly yells:

		PALOMINO
	Yeah! Let's go!

		NICK
	Alright, now we're making a fucking 
	movie! Call it, Wanda!

		WANDA
	Going for picture. Lock it up. And 
	roll sound.

		SOUND
	Speed!

		WANDA
	Roll camera!

		AC
	Rolling!

		CLAPPER
	Scene six, take five!

		NICK
	And, action.

INT. THE SCENE. TAKE FIVE. THE IMPROV

Nicole stays seated, though Palomino moves around making a 
great show of loosening up.

		NICOLE
	I've always admired you from afar.

		PALOMINO
	Have you? That's, wow; that's 
	incredible. But that sounds kind of 
	professional doesn't it? Admired?

		NICOLE
	You're right. How does despised sound?

		PALOMINO
	Great!
		(laughs)
	What's it mean?

		NICOLE
		(laughs)
	It's sort of like I think you're a 
	piece of shit.

Palomino is somewhat startled by this. He looks to Nick in 
confusion. Nick silently encourages him to keep going.

		PALOMINO
		(another laugh)
	That sounds like the champagne 
	talking.

		NICOLE
	It's not. I really do think you are 
	a piece of shit.

		PALOMINO
	No, you don't. You love me.

		NICOLE
	The fuck I do. I can't stand looking 
	at you!

		PALOMINO
	Then I guess I have nothing else to 
	say.

		NICOLE
	No, I think you have a lot more to 
	say, Damian.

		PALOMINO
	Well, I am surprised you feel this 
	way, Ellen. I always thought you 
	admired --

		NICOLE
	That's not what I meant. You should 
	tell everyone what you just told 
	Nick behind the set.

		PALOMINO
	Hey, this isn't part of the scene.

		NICOLE
	Say it anyway: The reason this scene 
	isn't working is because you and I 
	slept together last night. Did 
	everyone hear that?! I fucked Chad 
	last night!

Nick and the rest of the crew stand in stunned amazement.

		PALOMINO
	See, Nick! I told you this was about 
	rejection!

		NICOLE
	You fucking scumbag! You think I 
	give a rat's ass about you?! I was 
	there to get laid and even that was 
	a joke!

		PALOMINO
	You know, you are really starting to 
	piss me off!

		NICOLE
	Oh, does that mean you're not going 
	to come wiggle on the bed anymore, 
	or stroke my hair real soft and 
	concerned, or kiss me like a soap 
	opera acting piece of shit!

Palomino snaps, and lunges for Nicole. She leaps to the other 
side of the bed.

		NICOLE
	Come on! I'll kick your ass! Come 
	on!

Nick steps between Nicole and Palomino.

		NICK
	OK, guys, I think we can stop there.

		PALOMINO
	You bet your ass we can stop! Wanda, 
	call me a cab!

		NICK
	Hold on, Chad. Let's just try to 
	calm down.

		PALOMINO
	Fuck you. I'm out of here, man. This 
	movie is bullshit.

		NICK
	Now wait a second, Chad. There's no 
	reason for hostility.

		PALOMINO
	Shut up, you fucking loser. The only 
	reason I took this part was because 
	someone said you knew Quentin 
	Tarantino! You're nowhere, man.

		NICK
	Hey, you want to go? Go! I'm sick of 
	your shit, you hostess twinkie 
	motherfucker!

		PALOMINO
	What'd you call me?

		NICK
	You heard me.

		PALOMINO
	Say it again.

		NICK
	You hostess twinkie motherfucker!

Palomino suddenly punches Nick in the stomach, leaving him 
bent over and gasping for breath. Nicole instantly leaps on 
Palomino's back and begins pounding her fist on the top of 
his head. Palomino spins wildly trying to dislodge her as 
Wanda rushes forward.

		WANDA
	Alright, everyone just stop. Stop! 
	Stop this right now!

As she tries to separate Nicole and Palomino, Palomino shoves 
her hard, knocking her down. Instantly Wolf leaps off the 
camera and runs up to Palomino.

		WOLF
	Alright, you've asked for it, Chad!

Palomino suddenly punches Wolf in the teeth, dropping him 
like a stone.

		WANDA
		(shrieks)
	Wolf!

Suddenly Nick staggers to his feet and rushes at Palomino. 
His momentum knocks all three backwards onto the bed, 
Palomino's head cracking Nicole in the teeth.

		NICOLE
	Oh, God!

Nicole rolls free as Nick and Palomino wrestle on the bed. 
Nick gets Palomino in a vicious headlock and starts pounding 
his head against the mattress.

		NICK
	You want to pick my brain?! This is 
	the way I direct hostess twinkie 
	scumbags like you!

As Nick continues to pound Palomino's head the Gaffer notices 
Palomino's eyes are starting to bug out from the pressure of 
Nick's forearm around his neck. He and the Boom man rush 
forward and finally manage to pry Palomino free.

		NICK
	Get him out of here! Someone take 
	him back to his hotel!

As the Gaffer and Boom man drag off the almost unconscious 
Palomino, the Scriptgirl takes one faltering step after him.

		SCRIPT
		(sniffling)
	Chad...

Suddenly, everything becomes quiet except for Nick's labored 
breathing and the Scriptgirl's sniffles. Nick leans over and 
touches Nicole's shoulder.

		NICK
	Are you alright?

		NICOLE
	Don't touch me.

EXT. DAY. THE STREET OUTSIDE THE SET

The Gaffer and AC help the still-groggy Palomino into the 
back of the production van. JEFF, the driver, watches them 
in sleepy curiosity.

With Palomino safely propped in a seat, the AC goes back to 
the set. The Gaffer waits a moment then slips his script out 
of his back pocket and slaps it into Palomino's motionless 
hand.

		GAFFER
	It's called "Tsunami." A Japanese 
	tidal wave hits New York. You've an 
	ex-Navy S.E.A L. frogman, working 
	undercover. You save the city. You'd 
	be perfect for the lead. That's my 
	number; call me, or I'll call you. 
	Either way it's been great working 
	with you, man.

As Palomino stares at him blankly, the Gaffer slams the door. 
The car pulls out.

INT. THE SET. DAY

Nick and Nicole are sitting up on the bed, alone on the now 
empty set.

		NICK
	Nicole, I'm sorry. I didn't mean it. 
	You were great in that Richard Gere 
	movie.

		NICOLE
	Shut up. You're no different than he 
	is. You lie, you're deceitful...

		NICK
	I'm not lying. Christ, I tell everyone 
	how great you are. I've got nothing 
	but respect and admiration for you.

		NICOLE
	Oh God, now you're doing your own 
	fucking script.

		NICK
	Well, why do you think I wrote it?!

		NICOLE
	I have no idea!

		NICK
	It's about you. It's about how I 
	feel about you.

		NICOLE
	Christ, did you get a bump on your 
	head, Nicky. 'Cause you're talking 
	like an idiot.

		NICK
	Nicole. I've loved you since the day 
	we met.

Nicole sits for a long moment in stunned silence.

		NICOLE
	Why didn't you tell me?

		NICK
	I didn't want anything to get in the 
	way of us working together.

		NICOLE
	God, and all this time I thought...

Nick and Nicole move into a shy, trembling, heartfelt kiss.

INT. HOTEL ROOM. DAWN

Nicole snaps awake with a jolt. She glances quickly at the 
clock which reads 4:35. The sound of the shower still running 
in the bathroom.

		NICOLE
	Oh, God.

Nicole leaps out of bed and races into the bathroom. As the 
camera follows her, she closes the bathroom door, right 
against the lens, turning the image to total BLACKNESS.

The frame is BLACK. The recognizable clatter and clunk of 
the FILM CREW is heard. Wanda's voice is prominent.

		WANDA
	Don't go out that door!

Suddenly a DOOR opens away from camera and the AC stops, a 
foot away from the lens. Behind him, Wanda and the rest of 
the crew can be seen through the door, preparing for filming. 
We see now the door and the plywood walls around it are FAKE.

INT. THE SET. DAY

		AC
	Why not?

		WANDA
	It's part of the set, goddamnit. Now 
	go around.

		AC
	Next time. This is an emergency.

The AC rushes past and a moment later the camera DOLLIES 
slowly through the fake door toward Wanda pacing near the 
set camera.

		WANDA
		(into her walkie)
	Has Ellen showed up yet?

		WALKIE
	ssss... kkkkkrrk.

		WANDA
	Get her into wardrobe right away.

		WALKIE
	ssskk... ssssrrrk?

		WANDA
	No! Scene six; Scene five has been 
	postponed. I'm not going to say it 
	again; Mr. Palomino is not working 
	today. Now where is that smoke 
	machine!

INT. SET BUILDING, HALLWAY. DAY

The AC bursts through a door at the end of the hallway and 
walks quickly toward the camera. Without knocking he pushes 
open the bathroom door and suddenly stops short.

		AC
	Oh. Sorry.

Standing on his tiptoes at the sink, straining to turn off 
the running faucet is, TITO a DWARF. He is dressed in a sky 
blue tuxedo with tails. A top hat and white gloves rest on 
the closed toilet seat. Tito appears extremely annoyed.

		TITO
	What do you want?!

		AC
	I need to use the bathroom. Kind of 
	an emergency.

		TITO
	Well, fucking knock!!

Tito grabs his hat and gloves and marches down the hall, the 
AC staring after him in astonishment.

		TITO
		(muttering)
	I swear to Christ, one of these days 
	I'm going to punch somebody in the 
	balls!

INT. WARDROBE ROOM. DAY

Camera is close on Nicole, her eyes clenched shut as a thin 
white veil is placed on her head. Camera pulls back to reveal 
SACHIKO, the Costume Designer putting the finishing touches 
to Nicole's costume, which appears to be an elaborate white 
wedding gown. Nick stands nearby, smoking.

		NICK
	Just as we pull up to your apartment 
	Palomino suddenly says he feels so 
	sick he can't work today.

		NICOLE
	God. Was it something he ate?

		SACHIKO
	Stand up, please.

		NICK
	I don't know.

		NICOLE
	Can he work tomorrow?

		SACHIKO
	Turn around, please.

		NICK
	Don't know that either. But I'm not 
	worrying about it. I had this dream 
	last night where I was on the set. 
	You were in it, and another woman, 
	someone older. Anyway, everything 
	was going wrong. The harder I tried 
	to hold things together the more 
	they fell apart. And you know what 
	that dream was telling me, Nicole? 
	You just got to roll with it. And 
	that's what I'm doing, I'm rolling 
	with it. So, we'll just shoot the 
	Dream Sequence today.

Just then Tito walks in.

		NICK
	Hey, Tito. You look great, man.

		TITO
	I feel like shit.

		NICK
	No, you look good. Thanks for coming 
	in on such short notice. This is 
	Nicole; she's playing Ellen.

		NICOLE
	Hello. Toto, is it?

		TITO
	Tito.

		NICOLE
	Oh, I'm sorry.

		NICK
	Listen, if there's anything I can do 
	to make you... if you need... uh, 
	just let me know.

		TITO
	Put a stool in the bathroom.

Tito walks out, followed immediately by Sachiko, leaving 
Nicole alone with Nick.

		NICK
	Did I just offend him?

		NICOLE
	What did you say?

		NICK
	"Short notice?"

		NICOLE
	Come on; that was nothing. I'm the 
	one who called him "Toto." Jesus, 
	I'm out of it. I dreamt I was on the 
	set last night too.

		NICK
	Oh yeah?

		NICOLE
	Yeah. You were in the dream.

		NICK
	Was I freaking out?

		NICOLE
	Actually, you were.

		NICK
	That's great: I freak out in my dream; 
	I freak out in your dream. No wonder 
	I'm fucking exhausted.

		NICOLE
	Nick...

		NICK
	Yeah?

Nicole stares at Nick for a long moment then smiles briefly 
and turns away.

INT. A CORNER OF THE SET. DAY

A dented, ancient smoke machine squats forlornly in the middle 
of the set. WOLF (with eyepatch), the GAFFER, AC, BOOM MAN, 
and the SOUND MAN stand around it, scrutinizing it intently. 
Wolf seems in an unusually good mood.

		WOLF
	Alright, guys; special effects today. 
	Could be fun. Who knows how to work 
	this baby?

		GAFFER
	It's the old T-160. I used it once 
	in '85.

		AC
	Damn. '85.

		WOLF
	What's this?

		GAFFER
	That's where the gas goes.

		BOOM
	No, that's where the oil goes.

		GAFFER
	Is it?

		BOOM
	I think so.

		GAFFER
	You're right. It's coming back now.

		WOLF
	I'm going to let you handle this 
	one, Bob. This is your baby. And 
	Les, if he needs help you give him a 
	hand. OK, guys? We're all working 
	together today.

Wolf walks off. The Gaffer kneels to inspect the smoke machine 
closer.

		GAFFER
	Yup, all coming back now. Like riding 
	a bike. T-160, 1985. 1985, T-160.

		AC
	Way to go, Bob.

INT. THE SET. NEAR THE CAMERA

Wanda stands alone by the camera, looking around at the 
bustling crew like a battalion commander watching her troops 
in battle. Nick approaches her.

		NICK
	How are we doing, Wanda?

		WANDA
	Not good, Nick. Not bad, but not 
	good. We need to finish this scene 
	and do Scene thirty-one today.

		NICK
	Scene thirty-one?! I left my notes 
	for Scene thirty-one at home! I didn't 
	know we were --

		WANDA
	Nick, Nick. I'll send someone to 
	your apartment to pick them up. Now, 
	relax.

		NICK
	Oh, OK. Send somebody to my apartment 
	to pick them up; it's the red 
	notebook, under the bed.

		WANDA
	It's taken care of, Nick.

		NICK
	Good. Great. Good.

Nick walks off quickly, muttering to himself. A moment later 
Wolf strolls up to Wanda.

		WOLF
	We're all lit, the smoke machine is 
	under control; we're ready to go.

		WANDA
		(hard)
	What about the dolly?

		WOLF
	Just need to see a run-through and 
	we're all set. I'm going to make 
	your job easy today, Wanda. Wandaful.
		(he slips his arm 
		around her)
	Mmm, I'm glad you wore that perfume. 
	And don't worry about Palomino; I'll 
	take you to a jazz club tonight.

		WANDA
	Oh, I can't make it. I have to go 
	see Chad; he's extremely ill.

		WOLF
	Oh, by the way my eye's much better.

		WANDA
	Listen, Wolf, this may not be the 
	best time to say this but our 
	relationship is going nowhere.

		WOLF
	What do you mean?

		WANDA
	Please, don't take it personally. 
	Because I care for you, Wolf, I really 
	do. But I've had this feeling for 
	quite a while and I think it's time 
	we ended it. OK?

		WOLF
		(pause)
	OK.

		WANDA
	I think it's better.

		WOLF
	So do I.

		WANDA
	Well, good. Still friends?

		WOLF
	Sure.

		WANDA
	Great, cause we still have to work 
	together and there's no reason it 
	has to be unpleasant. Give me a hug.

Wanda and Wolf move into an extremely wooden embrace.

		WANDA
	You're a real special guy, Wolf.

		WOLF
	Thanks.

Wanda slips Wolf a tender smile then walks away.

		WANDA
		(into her walkie)
	OK, let's get the A Team in please! 
	Nick, Ellen, Mr. Tito!

INT. THE SET. DAY

Nick is working with the crew and the actors. The set consists 
of two flats (one with the fake door) joined to make a corner. 
The flats are painted fire-engine red.

		NICK
	OK, here's the shot. We start wide 
	with Ellen standing absolutely still 
	right in the middle of the frame. 
	You got that, Wolf?

		WOLF
	Yeah.

		NICK
		(notices eyepatch)
	What happened to your eye?

		WOLF
	Nothing. It's a little sensitive 
	today.

		NICK
	Can you see?

		WOLF
		(snaps)
	Of course I can see!

For a moment Nick looks like he might snap back at Wolf but 
he draws a deep breath and continues.

		NICK
	OK, Ellen is standing there. The 
	smoke is flowing in and: Ellen's 
	line.

		NICOLE
	I am so hungry.

		NICK
	Good, Tito, that's your cue.

The fake door opens and Tito enters wearing his top hat and 
carrying a golden apple in his gloved hands.

		NICK
	You walk around her once, hold the 
	apple out, that's right; just beyond 
	her reach. You're staring at her 
	hard. Harder, good. Then stop right 
	here. Can we get a mark, please?

The AC moves up to Nick and places a piece of yellow tape on 
the floor. CU the yellow tape.

		NICK
	Then we dolly in to Tito's Close-up. 
	Alright, Wolf?

		WANDA
	It should be hand-held.

		NICK
	No, I think it's better on the dolly.

		WOLF
	Whatever.

		NICOLE
	Nick, do I see him?

		NICK
	No, just the apple. And Tito, right 
	after we dolly in give me a little 
	laugh there.

		TITO
	A little laugh?

		NICK
	Big, little; anything you feel like 
	doing. OK? Good. Let's shoot one. 
	Call it, Wanda.

		WANDA
	OK, here we go. Camera back to One. 
	Action on the smoke.

The Gaffer turns on the smoke machine which emits a pathetic 
wisp of smoke that immediately dissipates.

		WANDA
	And roll sound.

		NICK
	Hold it, Wanda. Can we get a little 
	more smoke? Is that possible?

		GAFFER
	Oh, sure.

The Gaffer adjusts a knob and another thin puff of smoke 
wheezes out.

		NICK
	Good. Call it, Wanda.

		WANDA
	Going for picture. Lock it up. And 
	roll sound.

		SOUND
	Speed!

		WANDA
	Roll camera!

		AC
	Rolling!

		CLAPPER
	Scene six, take one!

		NICK
	And, action.

INT. THE DREAM. TAKE ONE. DAY

Nicole stands motionless in the middle of the empty set. Her 
white wedding gown stands out sharply against the deep red 
walls. A sad shred of smoke drifts by her head.

		NICOLE
	I am so hungry.

Tito opens the door and walks in, staring hard at Nicole. 
His sky-blue tuxedo gleams in the rich light. He walks around 
her in a circle holding the golden apple just beyond her 
reach. He stops on his mark and the camera dollies into a CU 
of him. He doesn't laugh. Nick watches this for a moment in 
intense concentration.

INT. THE SET. DAY

		NICK
	And... cut.

		WANDA
	That's a cut. Nick; comments?

		NICK
	Yeah, just a couple. I thought that 
	was uh... good. Tito, that was very 
	good, man, really. You didn't feel 
	like laughing?

		TITO
	I laughed.

		NICK
	Oh, OK; I guess I missed it. You 
	could make it bigger if you want. 
	And Ellen, maybe just a little more 
	tension when you see him.

		NICOLE
	I thought I didn't see him.

		NICK
	Right, maybe you see him a little 
	bit.

		NICOLE
	Alright, I'm confused. Do I see him 
	or not?

		NICK
	You see him.

		NICOLE
	OK, what is the tension? Who is Toto?

		TITO
		(hard)
	It's Tito.

		NICOLE
		(alarmed)
	What did I say?

		TITO
	Toto.

		NICOLE
	Oh, God. I'm sorry, Tito. I don't 
	know why I'm doing that. I'm really 
	sorry.

		NICK
	Ellen, come on now; concentrate. 
	Remember; you're marrying Damian 
	tomorrow. You're a little anxious. 
	You have this dream. Let's call it 
	an Anxiety Dream, and Tito represents 
	the anxiety.

CU Tito looking none too happy about this representation.

		NICK
	OK? It seems pretty simple.

		NICOLE
	Let's just try it.

		NICK
	Good. And Bob, let's really have 
	some smoke on this one.

		GAFFER
	OK, more smoke.

		WOLF
	I still think it should be hand-held.

		NICK
	Yeah, well, I don't want it hand-
	held. I want it on the dolly. Where's 
	my notebook, Wanda?

		WANDA
	On it's way, Nick.

		NICK
	Good. Call it, Wanda.

		WANDA
	Lock it up. Going for picture. And 
	roll sound.

		SOUND
	Speed!

		WANDA
	Roll camera!

		AC
	Rolling!

		CLAPPER
	Scene six, take two!

		NICK
	And, action.

INT. THE DREAM. TAKE TWO

Nicole stands motionless as a few more emaciated puffs of 
smoke hang in the air.

		NICOLE
	I am so hungry.

Tito enters, walks around her holding the apple just beyond 
her reach then moves to his mark. The camera dollies into a 
CU. He does not laugh.

INT. THE SET. DAY

		NICK
	Cut.

		WANDA
	That's a cut. Going again, Nick?

		NICK
	Yes.

		WANDA
	Going again, please stand by.

		NICK
	OK, Ellen, good. You're on to 
	something there.

		NICOLE
	No, something's not right. It all 
	feels fake to me.

Nick's tone with Nicole suddenly takes on an almost 
imperceptible edge, tinged with annoyance.

		NICK
	Well, it's not fake; it's real. Just 
	remember, you really want the apple. 
	Tito, I still think we could see 
	more of a laugh at the end.

		TITO
	What kind of laugh?

		NICK
	Just a laugh.

		TITO
	Show me.

		NICK
	Oh, OK. A laugh. I'm thinking maybe 
	like this. Ha ha ha ha ha ha ha.

Everyone watches Nick demonstrate the laugh. He seems unaware 
he resembles a drunken, slightly annoyed idiot.

		NICK
	Something like that. OK? And remember, 
	Tito, this is a dream. Not everything 
	has to make sense. A laugh right 
	there heightens our sense of... of...

		TITO
	Anxiety.

		NICK
	Exactly. Wolf, how was that for you?

		WOLF
	I still think it should be hand-held.

		NICK
		(snaps)
	Well, God damn it! It's not going to 
	be! It's on the dolly so just forget 
	about it!

There is a strained moment of silence on the set as everyone 
witnesses this rebuke.

		NICK
	And Bob, what the fuck is that smoke? 
	Might as well get a couple hamsters 
	in here blowing smoke rings for 
	Christ's sake.

		GAFFER
	The septic valve wasn't open. I got 
	it now. We're going to see some smoke 
	now.

		NICK
	Alright, let's try another take.

		WANDA
	And, lock it up.

		WOLF
	Nick, could I talk to you for a 
	minute?

		NICK
	What?!

		WOLF
	In private.

		NICK
		(sighs in exasperation)
	Alright.

Nick follows Wolf off the set.

		WANDA
	Release the lock-up. Everyone stand 
	by.

		GAFFER
	We'll see some smoke now.

		AC
	Way to go, Bob.

INT. A CORNER. DAY

As soon as Wolf and Nick reach the darkened corner, Wolf 
whirls to face Nick.

		WOLF
	I really don't like being spoken to 
	like that, Nick!

		NICK
	Yeah, well I don't like your attitude!

		WOLF
	I don't have an attitude!

		NICK
	The hell you don't! Every time I ask 
	you to do something all I get is No, 
	No, No and I'm sick of it! I hired 
	you to do a job; if you're not going 
	to do it you better let me know right 
	now!

Wolf is about to yell back at Nick when suddenly he stops 
and lets out a deep, painful sigh.

		WOLF
	I'm sorry, Nick. I'm going through 
	some heavy shit.

		NICK
	What do you mean?

		WOLF
	I can't really go into it. It's pretty 
	heavy.

		NICK
	Personal?

Wolf makes a slight motion with his head toward Wanda who is 
standing some distance away watching them. Seeing the two 
men looking at her Wanda shoots them a hard glare which 
prompts Wolf and Nick to turn away quickly.

		WOLF
	Personal, professional, emotional. 
	It's doing a number on me. And now 
	you're telling me you're going to 
	fire me.

		NICK
	I didn't say that, Wolf. Come on, 
	I'm not going to fire you. You're 
	doing a great job here.

		WOLF
	Am I?

		NICK
	Yeah, I don't know what I'd do without 
	you, man. You've got a great eye. I 
	just hope it's not the one under 
	that eyepatch.

Nick lets out a tense, strained laugh but Wolf's only response 
is to stare back at him sadly.

		NICK
	Listen, Wolf. Let me tell you one 
	thing I've learned; sometimes you 
	just have to roll with things. You 
	know?

		WOLF
	You're right.

		NICK
	Roll with it, man. You'll be OK.

Wolf lets out another deep sigh.

		WOLF
	Thanks, bro.

INT. A CORNER OF THE SET. DAY

The Gaffer, Boom man, and AC kneel around the smoke machine. 
A can of gas and a quart of oil stand beside them.

		BOOM
	That's where the oil goes.

		GAFFER
	No, that's where the gas goes.

		BOOM
	I'm tellin' you, Bob. That's where 
	the oil goes.

		SOUND
	Lester, don't you think Bob knows 
	where the oil goes?!

		GAFFER
	I don't remember using oil in '85.

		AC
	Maybe both the oil and gas go in 
	there?

The Gaffer and Boom man turn and look at the AC for a long 
moment.

		BOOM
	I think he's right.

		GAFFER
	I think he is too. OK, three parts 
	gas, one part oil.

The Gaffer and Boom man pour liberal amounts of gas and oil 
into the T-160.

INT. THE SET. DAY

Nick rushes up to his position by the camera.

		NICK
	Is my notebook here yet, Wanda?

		WANDA
	Any minute, Nick.

		NICK
	Good. Call it, Wanda.

		WANDA
	Going for picture. Lock it up. And 
	roll sound.

		SOUND
	Speed!

		WANDA
	Roll camera!

		AC
	Rolling!

		CLAPPER
	Scene six, take three!

		NICK
	And, action.

INT. THE DREAM. TAKE THREE

Nicole stands motionless in her white wedding dress, looking 
genuinely alarmed, possibly because of the huge clouds of 
smoke now spewing out of the panting smoke machine.

		NICOLE
	I am so hungry.

Tito enters, stares at her hard and walks around her in a 
circle holding the apple just beyond her reach. The smoke is 
so thick both of them are barely visible. Just as Tito gets 
to his mark the smoke machine backfires with a tremendous 
explosion and begins filling the room with dense, blinding 
smoke.

INT. THE SET. DAY

The smoke blanks out the entire frame. Frantic shouts are 
heard from unseen bodies.

		NICK
	Cut! Cut! Cut!

		WANDA
	Turn it off! Turn it off!

		GAFFER
	I can't find the switch!

		WOLF
	Pull the plug! Bob! Pull the plug!

		WANDA
	Open the door! Get some water!

		GAFFER
	I got it! I got it!

The smoke machine emits a loud hiss and dies, filling the 
room with sudden silence. Slowly the smoke begins to clear 
as the crew moves around muttering and coughing.

		WANDA
	Clear the set! Ellen! Tito! Please 
	step off the set!

		TITO (V.O.)
	I'm off the set!

		NICOLE (V.O.)
	So am I.

		WANDA
	Then who is that? Who is that? Please 
	step off the set!

A pair of fuzzy-slippered feet enter the smoky frame. The 
camera BOOMS up, passing over a woman's bare shins, a 
flowered, blue silk housecoat until finally coming to rest 
on the pleasantly smiling face of CORA. This is the same 
woman who played Ellen's Mother in Part One; she is dressed 
exactly the same as she was in their scene. The camera pulls 
back to reveal JEFF the Intern standing nervously beside her 
with a red notebook in his hands.

		CORA
	Hi, Nicky.

Nick gapes in utter astonishment.

		NICK
	Mom!

INT. THE SET PRODUCTION OFFICE. DAY

Wanda speaks urgently into the phone while Nicole stands 
beside her. Jeff (still wearing his hat) waits at a distance 
clutching Nick's red notebook.

		WANDA
	Cora Reve, R-E-V-E. Blue housecoat, 
	blue slippers. How do I know? Because 
	she's sitting ten feet away from me. 
	Well sweetheart, that's going to be 
	a real fucking problem.

Nicole turns away and walks past Jeff to the Craft Service 
table.

		JEFF
	She was waiting outside Nick's 
	apartment when I went to pick up his 
	notebook. She said she was looking 
	for him so I figured I should just 
	bring her up here. You look really 
	pretty in that dress.

Nicole nods politely then looks to the Makeup corner where 
Nick sits talking earnestly to his mother.

INT. MAKEUP CORNER

		NICK
	How did you get here?

		CORA
	I took a bus in; went right to your 
	apartment.

		NICK
	How did you get out of your room?

		CORA
	Oh, I just went right through the 
	door.

		NICK
	It was unlocked!?

		CORA
	No, it was locked. I just went through 
	it. It's something I've learned to 
	do, Nicky. I can walk through just 
	about anything; like air.

		NICK
	Mom, you've got to stop doing this. 
	I'm serious. I'm a little upset with 
	you. You could have gotten lost, or 
	hurt.

		CORA
	I wanted to see you. I've missed 
	you.

		NICK
	I know, Mom; I've missed you too. 
	But it's not really a good time.

Nicole approaches, holding up the hem of her wedding gown. 
There is a subtle tension smoldering between her and Nick.

		NICOLE
	They're sending a car. It should be 
	here in a couple of hours. They didn't 
	even know she was gone.

		NICK
	Jesus, I don't believe this.

		CORA
	I'm sorry, Nick. If I knew there was 
	going to be a wedding I would have 
	worn my fucking hat.

INT. THE SET. DAY

The camera holds on Tito pacing slowly, alone on the set. He 
is smoking fiercely, holding his top hat with one hand. 
Suddenly he begins laughing in a loud, stage bellow.

INT. A CORNER OF THE SET. DAY

Nick sets a chair for his mother and helps her sit down. 
Nicole joins Tito on the set and talks quietly to him.

		NICK
	There. How's that, Mom? Can you see?

		CORA
	Is the little fellow going to do 
	gymnastics?

Tito glances up at her quickly.

		NICK
	Shhhh! No. Now come on, Mom. You've 
	got to be quiet. Absolutely quiet. 
	OK?

		CORA
		(whispers)
	OK.

INT. THE SET. NEAR THE CAMERA. DAY

Wanda and Wolf stand beside each other in tense, awkward 
silence for a long moment.

		WANDA
	How are you doing?

		WOLF
	Good; real good.

Wolf looks as if he's about to burst into tears as Nick walks 
up.

		NICK
	How's the smoke machine?

		WANDA
	It's dead, Nick. I've got calls out 
	to every Effects house in the city 
	but I just can't seem to locate --

		NICK
	Forget it. We'll shoot without it.

		WANDA
	But Nick, it's a Dream Sequence.

		NICK
	That's the way it goes, Wanda. We're 
	just going to have to roll with it. 
	Nothing else we can do. We've got to 
	roll with it, right, Wolf?

Wolf meets Nick's eyes and gives an extremely melancholy 
nod. Nick turns to address Nicole and Tito and the edge 
immediately slips back into his voice.

		NICK
	OK, here we go. Ellen, you've got to 
	keep reaching for that apple. I don't 
	feel that you really want it. I mean, 
	Christ, how many times do I have to 
	tell you!

Nicole glares at Nick for a moment then abruptly turns and 
walks off the set. Nick stares after her in confusion then 
quickly follows her.

		WANDA
	Everyone stand by. Nobody move. Going 
	again, right away.

EXT. STREET. NYC. DAY

Nicole stands with her back to the camera as Nick strides up 
to her with impatience.

		NICK
	Alright, Nicole. What's the matter?

		NICOLE
	You tell me! You're the one with the 
	bug up your ass!

		NICK
	Now wait just a second!

		NICOLE
	You've been picking on me all day! I 
	can't do anything right!

		NICK
	I'm sorry if I was short with you, 
	Nicole, but I think you can see I'm 
	under a little pressure here. I'm 
	shooting a Dream Sequence without a 
	smoke machine, my mother's out there 
	thinking she's at a circus wedding 
	and you tell me the whole movie seems 
	fake!

		NICOLE
	I never said that!

		NICK
	You did too. You said, "Everything 
	feels fake."

		NICOLE
	I meant me! I feel fake! Everything 
	I'm doing feels fake. I can't act. I 
	should just do shower scenes in 
	Richard Gere movies for the rest of 
	my life!

		NICK
	Nicole, that's ridiculous. You're a 
	fantastic actress. All you have to 
	do is show me you want that apple 
	more than anything else in the world; 
	don't give up. Understand? You cannot 
	give up.

		NICOLE
	OK.

Suddenly Wanda yells out.

		WANDA
	Ready, Nick?!

		NICK
	Ready!

INT. THE SET. DAY

Nick rushes back onto the set.

		NICK
	OK, here we go. Everybody focus, 
	concentrate. And Tito, we're still 
	looking for that little laugh, pal. 
	OK? Call it, Wanda!

		WANDA
	Picture's up. There will be no smoke 
	in this scene. No smoke. No smoke in 
	the Dream Sequence. And roll sound.

		SOUND
	Speed!

		WANDA
	Roll camera!

		AC
	Rolling!

		CLAPPER
	Scene six, take four!

		NICK
	And, action.

INT. THE DREAM. TAKE FOUR. DAY

Nicole stands motionless in her wedding gown.

		NICOLE
	I am so hungry.

Tito walks in, stares at her hard, then walks around her 
once with the golden apple just beyond her outstretched hands. 
He stops and the camera dollies into his CLOSE-UP. Nick 
watches in hopeful expectation. He waits and waits but Tito 
does not laugh.

Just then the door in the rear set wall opens and Cora steps 
in, looking oddly puzzled.

		CORA
	Oh, I thought this was the TV room.

INT. THE SET. DAY

		NICK
	Cut!

		WANDA
	That's a cut. Going again, right 
	away.

INT. OFF THE SET. DAY

Nick escorts his mother back to her chair.

		NICK
	Mom, listen to me. I don't want you 
	to move from this chair. Do you 
	understand?

		CORA
	Oh Jesus, you sound just like your 
	father...

		NICK
	Mom, I'm serious.

		CORA
	OK, OK. I won't move.

		NICK
	Thank you.

INT. THE SET. DAY

Nick walks back on the set and addresses Nicole and Tito.

		NICK
	OK, good. Very good.
		(laughs)
	Tito, I think we're having a little 
	communication problem here. All I 
	want you to do is laugh. OK?

		TITO
	Why?

		NICK
	I told you why.

		TITO
	Tell me again.

INT. OFF THE SET. DAY

Wolf (still wearing his eyepatch) walks over and sits quietly 
in a chair beside Cora. He does not speak to her and gazes 
blankly out at Nick, Tito, and Nicole on the set some distance 
away. Cora however stares at the side of his head with such 
intensity Wolf can't help but turn to her.

Cora still doesn't take her eyes off him and in fact stares 
even more intently into his eye.

Wolf glances away for a moment then looks back. Cora continues 
to stare at him. Suddenly, his eye is full of tears. Cora 
watches in rapt silence. Wolf is crying openly now. Cora 
reveals no hint of emotion as she reaches out and gently 
lifts the eyepatch off of his eye. A tight smile of 
satisfaction creases her lips as a tiny pool of tears is 
released, streaming quickly down Wolf's cheek. No one sees 
this.

INT. THE SET. DAY

Nick paces tensely in front of Nicole and Tito.

		NICK
	Look, Tito. It's not that big a deal. 
	It's a dream, alright. Strange things 
	happen in a dream. All you have to 
	do is laugh. Why is that such a 
	problem?

		TITO
	Why does it have to be a dwarf?

		NICK
	What?

		TITO
	Why does my character have to be a 
	dwarf?

		NICK
	He doesn't have to be a dwarf.

		TITO
	Then why is he?! Is that the only 
	way you can make this a dream; put a 
	dwarf in it?

		NICK
	No, Tito; that's not --

		TITO
	Have you ever had a dream with a 
	dwarf in it?! Do you know anyone 
	who's had a dream with a dwarf in 
	it? NO! I don't even have dreams 
	with dwarves in them! The only place 
	I've seen dwarves in dreams is in 
	stupid movies like this! Make it 
	weird; put a dwarf in it. Everyone 
	will go "whoa whoa whoa, must be a 
	dream, there's a fucking dwarf in 
	it!" Well, I'm sick of it. You can 
	take this Dream Sequence and shove 
	it up your ass!

Tito hurls his top hat and gloves to the floor and walks 
out. Everyone stares at Nick who is frozen in stunned silence. 
Finally Wanda approaches him hesitantly.

		WANDA
	Nick?
		(no response)
	I can get right on the phone. We'll 
	try to get another... small person 
	here as soon as possible.

		NICK
	No. He's absolutely right.

Nick sighs heavily and sinks to sit on the dolly in silence. 
Wolf appears behind him, still wiping his eyes.

		WOLF
	You want to just shoot Ellen, Nick? 
	She could be in the dream by herself.

		NICK
	No. We're not going to shoot anything. 
	I'm sorry. Thanks for all your help, 
	but it's over. I can't take it 
	anymore. I tried to roll with it but 
	it's time to face the music; I can't 
	do this. I am not a director. The 
	shoot is over. I give up.

Nick's speech has the simple eloquence of truth; he is not 
bitter or self-pitying. He seems unaware of how disturbing 
this is to the crew. They all stand around him in shock, 
afraid to move or speak. Finally Wolf turns to the AC and 
puts his hand on his shoulder, like a father to his young 
son.

		WOLF
	Take the camera off the dolly. Start 
	putting it away.

Everyone watches the AC unfasten the camera in silence. Nicole 
stands alone on the set in her wedding dress, still holding 
the golden apple. Her face is frozen in dismay. Suddenly 
CORA comes through the set door and marches up to Nicole.

		CORA
	Give me that apple!

At the sound of his mother's voice, Nick looks up. He sees 
her snatch the apple from Nicole's hand and march back out 
the door, closing it behind her.

		CORA
		(behind the door)
	I'm ready, Nick!

INT. BY THE CAMERA. DAY

Nick gets up slowly and whispers intensely to Wanda, Wolf, 
and the rest of the crew.

		NICK
	Roll camera. Roll sound. Let's go. 
	Right away.

Wolf grabs the camera and puts it on his shoulder (hand-held) 
as the rest of the crew moves quickly and silently into 
position. On a terse signal from Nick the camera starts 
rolling.

INT. THE SET. THE DREAM. DAY

Nicole takes the silent "action" cue from Nick.

		NICOLE
	I am so hungry.

Right on cue Cora walks through the door, holding the golden 
apple out in front of her. She circles Nicole with 
determination, seemingly oblivious to Nick and the rest of 
the crew hovering behind Wolf as he begins following her 
with the hand-held camera. Wolf is now in his element; gliding 
like Nureyev with the camera. When he pans suddenly with 
Cora the whole crew ducks wildly and dives out of camera 
range.

Cora finally stops circling Nicole and stops abruptly. 
Suddenly she raises the apple right out in front of Nicole. 
Wolf glides forward with the camera, framing an amazing CU 
of the apple with Nicole seen behind it. Nicole reaches out, 
grabs the apple and takes a huge, resounding bite out of it.

CU Nick's face, eyes wide in anxious delight.

Cora takes one step forward. CU her fuzzy slippers stopping 
right on the yellow tape mark. Cora waits momentarily until 
Wolf has reframed both her and Nicole, then lets out a huge 
laugh.

INT. THE SET. DAY

		NICK
	And cut!!

General mayhem erupts on the set.

		NICK
	Wolf, talk to me, man! Did you get 
	it?

		WOLF
	Got it, Nick! Everything!

		NICK
	The Close-up?

		WOLF
	Perfect. See? That's what I meant 
	about going hand-held!

		NICK
	You're a genius, man! What about the 
	focus?!

		AC
	Nailed it.

		WOLF
	Fuckin' A!

Wolf slaps the AC's palm, then the Gaffer's standing right 
beside him. He turns gleefully to the next person but seeing 
it is Wanda he rigidly turns away.

		WANDA
	Going again, Nick?

		NICK
	How was the sound?

		SOUND
	I could use another but definitely 
	acceptable.

Nick runs up to his mother and throws his arms around her. 
Nicole stands beside him.

		NICK
	Mom, you kook! That was incredible! 
	Did you know we were filming?

		CORA
		(testily)
	Of course I knew you were filming.

		NICK
	You were great, you're a natural. 
	And Nicole, that was beautiful. Don't 
	you dare tell me that felt fake.

Suddenly, on an impulse surprising both of them, Nick and 
Nicole embrace. Just then Wanda steps up.

		WANDA
	Going again, Nick?

		NICK
	Oh, hold on. Let me think a second.

The set grows suddenly quiet as Nick begins pacing rapidly, 
muttering to himself.

		NICK
	Can I use it for the Dream Sequence, 
	that's the question. Does it work 
	for the Dream Sequence?

Nick suddenly looks up and sees everybody staring at him; 
Nicole in her wedding gown, Wolf with his eyepatch, his mother 
still eating the apple, Wanda, the crew.

		NICK
	We're going with it, Wanda!

		WANDA
	Alright everyone, listen up. That is 
	a wrap on Scene Six.

The set erupts in applause.

		SOUND
	Hold it! Hold it! Hold it!

		WANDA
	What?!

		SOUND
	I need to record room tone. I'll 
	need thirty seconds of silence.

		WANDA
	Oh, alright! Quiet. Quiet! Shut up!! 
	Thirty seconds of room tone. The 
	sooner you're quiet the sooner we're 
	done.

		CORA
		(whispers to Nick)
	What's room tone?

		NICK
	It's for the sound, Mom. We just 
	have to be quiet.

At that moment a door opens at the rear of the set and a 
DOCTOR and NURSE enter. The Nurse carries an extra overcoat. 
Jeff, the Driver, turns and sternly whispers for them to be 
quiet.

		WANDA
	And roll sound. Nobody move.

		SOUND
	Speed.

INT. THE SET. DAY

The camera is wide, showing the entire set, actors, and crew. 
Everyone stands in perfect silence, as motionless as statues. 
As the silence continues the mood on the set gradually 
changes. One by one people drift into their own private worlds 
of reflection.

MS the Sound man, alternately watching his recorder and his 
stopwatch. Behind him the Boom man holds the mike in position 
to record general ambiance while staring off into the 
distance.

CU the tape recorder spinning in quiet precision.

CU the stopwatch, its giant second hand showing five seconds 
have passed.

MS Nick standing next to his mother who drapes one arm 
casually over Nick's shoulder. Nick glances up and sees Nicole 
beside him, absorbed in her own thoughts. Suddenly she looks 
up and her eyes meet Nick's. She slips him the barest hint 
of a smile.

The camera DOLLIES slowly through the standing, silent group, 
passing over faces in different degrees of thought.

CU the Sound man's stopwatch, the giant second hand showing 
ten seconds have passed.

MS Nick. He is so immersed in thought he looks at no one. 
The camera slowly DOLLIES into a CU of him.

INT. AN AWARDS CEREMONY

CHAD PALOMINO stands at a gleaming podium, looking radiant 
in an immaculate tuxedo. He holds an envelope in his hands.

		CHAD
	We have a new category this year: 
	Best Film Ever Made by a Human Being. 
	And the winner is none other than my 
	Best Bud, Nick Reve!

Amid thunderous applause Nick bounds on the stage and accepts 
an Oscar from Chad. He stands grinning like an idiot as the 
applause continues.

INT. THE SET. DAY

MS Nick, still wrapped in thought, his lips starting to form 
the same idiotic smile. MS Nicole. The camera DOLLIES slowly 
into her face, now tinged with a slight uneasiness.

INT. A CHEAP RESTAURANT

Wide shot at the counter. Nicole stands facing a large bald 
man with his back to the camera. She is wearing a cheap pink 
waitress uniform and has her hair under a hairnet.

		MAN
	Had any experience?

		NICOLE
	I was an actress for a while.

She pulls her headshot out of her shoulder bag and hands it 
to the man with a hopeful smile. He flips over the headshot 
and looks at her credits with confused annoyance.

		MAN
	Yeah, but can you cook a hamburger?

		NICOLE
		(doubtfully)
	Probably.

INT. THE SET. DAY

MS Nicole. She jerks her head slightly in response to this 
moment of thought.

CU the stopwatch, showing fifteen seconds have passed.

MS Wolf. The camera begins a slow DOLLY into his CU.

INT. WANDA'S APT. DAY

Wolf stands like Thor in the middle of the Red Set, his arms 
crossed over his chest, his jaw set in determination. Smoke 
billows around him. At his feet, dressed in Nicole's wedding 
gown, Wanda sobs hysterically.

		WANDA
	Wolf, I'm sorry! Please forgive me! 
	I love you, Wolf! Please! Give me 
	one more chance. Let me prove it! I 
	love you! I love you, Wolf!

Wolf remains unmoved for a long moment. Finally he reaches 
out with a forgiving smile and pats Wanda's head.

INT. THE SET. DAY

MS Wolf. He glances furtively at Wanda with a trace of hope 
still in his eyes.

MS Wanda, looking off. The camera DOLLIES into her CU.

INT. A CHEAP HOTEL ROOM

This is the same hotel room from Part Two, in which we saw 
Nicole and Chad Palomino. At the moment Wanda and Chad lie 
panting in the sweat-soaked sheets.

		WANDA
	What I love about you, Chad, is you're 
	not afraid of my power.

		CHAD
	Oh God, Wanda! I love your power. 
	It's like an afferdesiac to me!

INT. THE SET. DAY

MS Wanda. She shifts slightly and glances quickly around 
her. Her smile is tinged with the hint of sexual pleasure.

MS the Gaffer, frowning, absorbed in thought. The camera 
DOLLIES into a CU of him.

INT. A CHEAP RESTAURANT. DAY

Suddenly, a CU of an incredibly beautiful hamburger being 
placed in a toasted bun on a gleaming white oval plate. A 
hand places a garnish of parsley on it then carries the plate 
to the lunch counter. Camera PANS to reveal the GAFFER sitting 
on the stool. He picks up the hamburger and takes a huge 
bite out of it. This shot holds for quite some time as he 
continues to chew.

INT. THE SET. DAY

MS The Gaffer. A hopeful, delicious smile spreading over his 
face.

CU the Sound man's stopwatch, the giant second hand showing 
twenty seconds have passed.

MS Cora. She gazes serenely out before her.

INT. NURSING HOME. DAY

In the pale afternoon light, Cora stands in the middle of 
her drab, barren room. She appears to be staring at the door. 
Suddenly she begins striding toward it. Effortlessly, easily, 
she walks right through it.

INT. AN AWARDS CEREMONY

Nick still stands at the podium with his Oscar.

		NICK
	In closing I'd like to say to all 
	the people who told me not to make 
	this movie, who wouldn't meet with 
	me or return a simple phone call. To 
	my favorite professor at Film School 
	whose parting advice to me was to 
	take a job teaching at a women's 
	college. To Delores DelSporto, the 
	girl I loved in high school who left 
	me for a Jr. Varsity football player: 
	to all these people I'd like to say 
	thank you but I can't because what I 
	really feel like saying is go fu --
	!!

INT. THE SET. DAY

MS Nick, his head and body jerking in a sudden spasm. He 
finishes the last word of his speech in a choked whisper and 
the Sound man frowns hard at him.

CU the Sound man's stopwatch showing twenty-five seconds 
have passed. The camera stays on the watch until the final 
five seconds have elapsed.

		SOUND
	And, that's a cut on room tone.

The room erupts with activity. Everyone moves and talks at 
once. Nick whispers something to Nicole then runs off.

		WANDA
	OK, strike the set. Props! Art 
	Department! Redress for Scene thirty-
	one. Let's go! Right away people! 
	Nick! Nick! Anyone seen Nick?!

WS the set. Suddenly the fake door closes right into the 
lens, turning the frame completely BLACK.

END CREDITS.

				THE END
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