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                                    BIG EYES

                         

                         

                                   Written by

                      Scott Alexander & Larry Karaszewski



                         FADE IN:

                         TITLE SEQUENCE:

          TIGHT on TWO PAINTED EYES. The pupils are impossibly wide.
          Imploring. The watery rims spill a single tear.
          We PULL OUT... revealing the eyes belong to a child. A young
          girl, fingers clasped pitifully. She's forlorn, alone in a
          dirty gray alley. We feel shame. Compassion. Sorrow...
          Then -- an IDENTICAL girl SLAPS in front of the first one.
          Then another! It's a PRINTING PRESS, the creation of a BLUR
          of sad children.

          A KINETIC montage! HORDES of gazing WAIFS get lithographed,
          bundled: Huddling in worry. Floating in space. POSTERS.

          POSTCARDS. BOOKS.
          We ZOOM into a MAGAZINE AD: A 1960's era come-on -- "IT'S

          KEANE! MUSEUM-QUALITY ART, MAILED DIRECTLY TO YOUR HOME!"
          A blizzard of NEWSPAPER ARTICLES: "Meet America's Million-
          Dollar Painter!" "Keane Masterpiece at World's Fair"
          Painted EYES float by. Haunting... questioning...
          Old POLAROIDS: A family Christmas, a Keane print over the
          mantel. Kids play bumper pool, a Keane print in the b.g.
          A blurry black-and-white TV: A talk show HOST holds up a Keane

                         PAINTING --
          MUSIC BUILDS. FASTER. Keane brochures. Catalogs. A flyer:
          "Now Open! Keane Gallery"
          MORE orphan's faces. Hungry, unblinking, beseeching.
          A CRESCENDO -- then -- SILENCE.

          A single CARD on black:
           "I think what Keane has done is just
           terrific. It has to be good. If it
           were bad, so many people wouldn't like
           it."

           -- ANDY WARHOL

                          CUT TO:

          EXT. SUBURBIA - 1958

          A nice, orderly tract of post-World War II housing. Identical
          rows of little yards. Young MOMS. Scampering KIDS.
          Then, a SUBTITLE: "TEN YEARS EARLIER"

           2.

                         

          INT. HOUSE - DAY

          CU on two concerned eyes. The same eyes as the paintings. We
          REVEAL they belong to a real girl: JANE, 8. She sits in her
          small house -- a typical young family's, spare and
          underfurnished.

          Suddenly -- Jane's mother MARGARET ULBRICH, 28, rushes through
          frame. Margaret is blonde, yearning, fragile. Terribly
          upset, she is hurriedly packing.
          Margaret throws her clothes in a suitcase.
          She shoves Jane's clothes and toys into another.
          Margaret barrels through the breakfast nook, which is a mini
          art studio -- easel, canvases, paints. She scoops up her
          supplies.

          Margaret runs to the door -- then turns. The hallway is lined
          with her PAINTINGS. Oils and inks of wide-eyed Jane, who
          grows from baby to toddler to child. Hastily, Margaret takes
          them down, each frame leaving an empty mark on the flowered
          wallpaper. Finally she reaches the last spot -- a WEDDING
          PHOTO: Margaret and her HUSBAND, smiling, happy.
          Margaret peers -- then leaves it hanging. The door SLAMS.

                          CUT TO:

          EXT. HIGHWAY - DAY

          Cars roar down an interstate.

          INT. PACKARD - DRIVING - DAY

          Margaret grips the wheel, uncertain. Jane stares. The car is
          all loaded up. REFLECTIONS of passing BILLBOARDS drift across
          the windshield. Images of perky, happy-fake Americans.
          Margaret bites her lip. Has she made the right decision...?

                          CUT TO:

          EST. SAN FRANCISCO - DAY
          San Francisco, 1958! A mix of SKYLINES and STOCK FOOTAGE.

          EXT. FURNITURE FACTORY - DAY

          A weathered building: "G & B FURNITURE SUPPLY." Margaret sits
          in the Packard, fixing her lipstick. Jane holds the "WANT
          ADS," a few circled. Margaret gets out and straightens her
          skirt. Jane smiles.

                          JANE
           Good luck.

           3.

                         

          INT. FURNITURE FACTORY - DAY

          A beaten industrial office. Margaret sits anxiously, watching
          the BOSS, a tired guy in a cheap suit. He glowers unsurely at
          her JOB APPLICATION. Scratching his face. Hmmmm...

                          BOSS
           We don't get many ladies in here. So
           your husband approves of you working?

                          MARGARET
           (quiet; a soft Southern lilt)
           My husband and I are separated.

                          BOSS

                          (SHOCKED)
           "Separated"?
          A deadly silence. He squirms uncomfortably.
          She presses on.

                          MARGARET
           Sir, I realize I have no employment
           experience... but I sure need this
           job. I have a daughter to support.

                          (PAUSE)
           I'm not very good at tooting my own
           horn... but I love to paint, and if I
           could just show you my portfolio...
          He is baffled. Margaret pulls out a large ARTIST'S PORTFOLIO.
          She opens it, riffling through the pictures...

                          MARGARET
           I studied at the Watkins Art Institute
           in Nashville, then took Illustration
           classes in New York. Here's a pastel
           I did... here's some fashion design...
           a portrait in charcoal... though I
           enjoy mixing mediums, preferably oil
           and ink...
          She's alive, enthused.
          The guy shakes his head.

                          BOSS
           You do understand this is a furniture
           company?

          CLOSEUP - MARGARET
          A strained smile.

           4.

                         

          INT. FACTORY FLOOR - LATER

          Margaret works on an enamel baby crib. Under stenciled
          "Humpty Dumpty," she quickly paints on a cartoonish egg man.
          We WIDEN, revealing ten identical, completed cribs behind her.
          We WIDEN again -- revealing a DOZEN PAINTERS. All surrounded
          by identical cribs. All painting identical Humpty Dumpty's.

                          CUT TO:

          EXT. SAN FRANCISCO NORTH BEACH - 1958 - DAY

          NORTH BEACH! An exotica of Beatniks, palm readers,
          interracial couples and coffeehouses. Ground zero for the
          Avant Garde. Margaret waits on a busy corner, a bit dazed,
          peering at the parade of fun-loving Hipsters. Primly, she
          fixes herself.
          Margaret turns -- and suddenly grins. Running up is DEE-ANN,
          30, a Beat girl in a black leotard and sandals. Dee-Ann
          excitedly grabs her, and they laugh and hug girlishly.

                          DEE-ANN
           Sugar, you made it! You're in North
           Beach!

                          MARGARET
           Deirdre, look at you!

                          DEE-ANN

                          (CORRECTING)
           "Dee-Ann."

                          MARGARET
           "Dee-Ann"?!

                          DEE-ANN
           Yeah, I know. But I hit this scene...
           and "Deirdre" just sounded like
           something my mother would call me.
          Margaret giggles.

                          DEE-ANN
           So are you flipping for all this?!
           Are you settled? How's Jane?

                          MARGARET
           Jane -- is swell. She's started in a
           sweet little school.

                          (PAUSE)
           Though... it's hard without her father.
           I'm not sure we can do this...
          The thought hangs, and Margaret gets emotional. Teary-eyed.

           5.

                         

                          DEE-ANN
           Oh stop that. You're better off.
           Between us, I never liked Frank.

                          MARGARET

                          (SHOCKED)
           You were a bridesmaid!

                          DEE-ANN
           Exactly. That's why I couldn't speak
           up. But if I ever see you wrong off
           again, I will tell you.

                          (LONG BEAT)
           Now come on. Let's have some fun.
          WIDE - They start WALKING. Dee-Ann gestures.

                          DEE-ANN
           Toss off your middle-class
           preconceptions! This is Pompeii!
           We're livin' in the volcano!! For
           jazz, check up the hungry i. For
           Italian, Vanessi's. For salvation,
           try the Buddhist temple. For art, the
           Six Gallery --
          They pass a GALLERY. The displays are stark, Calder-like
          MOBILES and found-object SCULPTURES. Margaret stares, unsure.

                          MARGARET
           Do they only show Modern?

                          DEE-ANN
           Everyone only shows Modern!

                          (SHE POINTS)
           In the basement, they've got espresso.

                          MARGARET
           What's espresso?

                          (WORRIED)
           Is that like reefer?
          Dee-Ann LAUGHS, astounded.

                          DEE-ANN
           You've got a lot to learn!

          EXT. ART SHOW - DAY

          A Sunday ART SHOW. It's picturesque, amateur ARTISTS
          displaying their paintings, jewelry, sculpture...
          The modern stalls are crowded with trendy BOHEMIANS. Abstract
          lines, speckles of color. We drift away... and find Margaret,
          alone in her stall with Jane. Margaret sits patiently,
          surrounded by Big Eye paintings and charcoal portraits. In
          contrast with the neighbors, her work seems... quaint.

           6.

                         
          A pink, chubby TOURIST FAMILY ambles over. Margaret brightens
          hopefully.

                          TOURIST GUY
           Your stuff is cute. How much?

                          MARGARET
           Today's a special: Two dollars.

                          TOURIST GUY
           I'll give you one.
          Beat -- then she nods, agreeing. She gestures.
          The little BOY sits. Margaret clips a fresh sheet of paper,
          sharpens her charcoal... and... goes motionless. Studying the
          boy's face. He gazes back.
          Then -- inspired, she begins sketching his EYES. Large and
          exaggerated. Then she fills in the shape of his head. His
          ears. His jaw.
          In a rush, his likeness appears. The parents come over to
          peek -- then gasp. Margaret is good. She sketches faster.
          Focused. Until a LOUD, PLUMMY VOICE drifts in...

                          MAN'S VOICE
           Monet? "Monet"?! Whew -- that's a
           hell of a compliment. Though, if I
           may respectfully disagree, I'm more in
           the tradition of Pissarro.
          Margaret looks up, distracted. She resumes her work.

                          MAN'S VOICE
           C'mon, get closer. Closer! Look at
           that sunlight coming through the
           mottled leaves. That's a bold yellow!
          Curious, Margaret casually peers over...

                         HER POV
          Holding court in another booth is WALTER KEANE, 40. Walter is
          astonishing: Hugely confident. Charming. Waggishly
          handsome. And dressed like an "Artist" -- striped turtleneck,
          with hands full of brushes.
          Walter's stall is filled with oils of Paris street scenes. He
          casually flirts with TWO YOUNG COEDS. They admire a painting.

                          WALTER
           You wanna touch it? Do it! I lay it
           on thick -- you're not gonna break it!

                          (UNWAVERING)
           I poured myself into that painting.
           It's thirty-five dollars.

           7.

                         
          Walter glances over -- and notices Margaret watching him.
          Shy, she quickly turns away, back to her portrait.
          Walter smiles rakishly. He's found a new interest.

                          WALTER
           Excuse me, Ladies.

                         WIDE
          Walter strides up to Margaret. She peers nervously... trying
          to ignore him. She sketches faster. Shading...
          Walter watches. Admiring... and discreetly smelling her hair.
          Margaret pays no attention. Done, she blows into a can of Fix-
          It. Poosh! A fine mist sprays, setting the portrait.
          Without fanfare, she humbly turns the picture.

                          MARGARET
           All finished.
          Her customers gape, impressed. She smiles. The guy counts
          out four quarters, then happily leaves.

          MARGARET AND WALTER
          are left together. An unspoken frisson, until --

                          WALTER
           You're better than spare change. You
           shouldn't sell yourself so cheap.

                          MARGARET
           I'm just glad they liked it.

                          WALTER
           Ahhh! You're past that point! Your
           heart is in your work...
          He leans in, too close. Margaret shivers. Breathing faster.

                          WALTER
           What's your name?

                          MARGARET
           M-Margaret...
          Mmm. He grins, checking her out... her loose sexy blouse and
          tight black capris. She flushes.

                          MARGARET
           Wouldn't you rather flirt with those
           dolls over there?

           8.

                         

                          WALTER
           Mm, no.

                          (BEAT)
           I like you, Margaret...
          He zeroes in on the artworks' signature: "M. Ulbrich"

                          WALTER
           "...Ulbrich."

                          (IMPASSIONED)
           You know, Margaret Ulbrich, you're
           undervaluing yourself. Lemme show you
           how it's done.
          Walter spins to Jane. He SHOUTS out, like a carnival barker.

                          WALTER
           Little Girl! How would you like your
           portrait sketched by the World-
           Renowned Margaret Ulbrich?! Queen of
           the Bay! In mere minutes, she will
           capture your soul!
          Hm. Jane shrugs, unimpressed.

                          JANE
           Nah.

                          WALTER
           "Nah"?!
           (he grabs a PAINTING)
           Don't you wish this were you in this
           beautiful painting??

                          JANE
           But that IS me! And that's me...
           (she POINTS all over)
           And that one started as me, but then
           Mother turned it into a Chinese boy.
          Huh? Walter peers at Jane... then at Margaret. And then --
          it hits him. He grimaces, embarrassed.

                          WALTER
           Oh, you're Mommy! My apologies,
           Honey. I misconstrued the situation.

                          (SHEEPISH)
           Well I'll just mosey along, before Mr.
           Ulbrich comes back and socks me in the
           eye.

                         ON MARGARET
          A gut decision. She stares at Walter, then smiles slyly.

                          MARGARET
           Mr. Ulbrich is out of the picture...!

           9.

                         

                         ON WALTER
          His face slowly lights up. Ah! Sun breaking through clouds.

                          CUT TO:

          EST. FRENCH BISTRO - NIGHT

          INT. BISTRO - NIGHT

          An enchanting bistro. Wine barrels, laughing, twinkly tivoli
          lights. Perfection. Walter flamboyantly enters, escorting
          Margaret. Instantly, the STAFF ERUPTS in excitement:
          "Monsieur Keane! Ah, Monsieur Keane is here! Bonsoir!"

                          WALTER
           Bonsoir, gang! Henri! Sorry I didn't
           call first. Est-ce que tout va bien?

                          MAITRE'D
           Je vais bien, merci! Comment allez-
           vous?

                          WALTER
           Je vais bien! I'm with a beautiful
           woman! Could life be any grander??
          They get led in. Margaret is dazzled. Walter whispers.

                          WALTER
           And I don't even have to pay! I'm set
           because I gave the chef a painting.
           You know what he said? "Nobody paints
           Montmartre like Walter Keane!"

                         LATER
          Margaret and Walter enjoy an intimate dinner. The wine flows.

                          MARGARET
           I can't believe you lived in Paris.

                          WALTER
           Best time of my life...

                          MARGARET
           I've never even been on an airplane.

                          WALTER
           Well you have to experience these
           things! Grab 'em!!

                          (JOCUND)
           I wanted to be an artist, so I just
           went! Studied painting at the Beaux-
           Arts. Lived in a Left Bank studio. I
           survived on bread and wine...

           10.

                         

                          MARGARET
           You're a romantic.

                          WALTER
           Damn right!
          A wistful shrug. He chugs his glass.

                          WALTER
           Of course, walkin' away from the
           bourgeois scene wasn't a snap. I had
           to quit my job. Leave my wife. These
           choices aren't easy...
          She stares at her wine.

                          MARGARET
           I've never acted freely. I was the
           daughter. The wife. The mother...

                          (SHE SIGHS)
           All my paintings are of Jane, because
           she's all I know.

                          WALTER
           You shouldn't knock your work. I'd
           give an eyetooth to have your talent.
          Margaret is taken aback. He's absolutely sincere.

                          WALTER
           You can look into someone and capture
           them on canvas! You paint people!
           (he gestures sadly)
           I can only paint -- things. My street
           scenes are charming... but at the end
           of the day, it's just a collection of
           sidewalks and buildings.
          Walter goes silent. He has revealed his fears.

          ANGLE - MARGARET
          She doesn't know what to say. Gently, she takes his hand.

                          MARGARET
           Walter, I'd bet you could paint
           anything.

                          WALTER

                          (INTENSE)
           Whew... Baby, when you look at me
           like that, I could fall hard.
          Margaret gulps. Afraid to talk.

           11.

                         

                          MARGARET
           This is moving fast. You're my first
           date in a long time...
          Neither of them speaks. The tension builds --
          There is a spark between them...

                          CUT TO:

          EXT. PALACE OF FINE ARTS - DAY

          A lush green knoll, overlooking the park. Margaret and Walter
          have set-up TWO EASELS. They both smoke cigarettes. Margaret
          is spattered with paint, stirring colors. Walter paces about,
          framing the scene with his fingers.
          Jane sits in front of them, playing paddleball. Bonk! Bonk!

                          MARGARET
           Sweetie, could you stop fidgeting?

                          JANE
           Mother, after all this time, you MUST
           know what my face looks like.
          Margaret winces. Walter laughs. She gets busy, penciling in
          LARGE OVAL EYES. Then -- quick marks for the mouth and nose.
          Impatient, Jane spies on Walter's canvas.

                          JANE
           Hey! Your canvas is blank!

                          WALTER
           Er, you can't rush inspiration --

                          MARGARET
           Jane! Don't bother Mr. Keane. You
           know creativity has to well up from
           the inside...

                          WALTER
           Don't worry. She's not bothering
           me...!
          Walter leaves Jane. He points at Margaret's canvas.

                          WALTER
           There's something I gotta ask you.
           What's with the big crazy eyes...?

                          MARGARET
           I believe things can be seen in eyes.
           They're the windows of the soul --

           12.

                         

                          WALTER
           Yeah, but, c'mon! You draw 'em like
           pancakes! I mean, they're WAY out of
           proportion!
          He's having fun, but she remains serious.

                          MARGARET
           Eyes are how I express my emotions.
           That's how I've always drawn them.

                          (EARNEST)
           When I was little, I had surgery that
           left me deaf for a period. I couldn't
           hear, so I found myself staring...
           Relying on people's eyes...
          She smiles shyly. Understanding, he smiles back. Then --

                          VOICE
           Walter? Hey -- Walt!
          Walter spins, startled. A FRIENDLY GUY in a suit strolls up.

                          FRIENDLY GUY
           I thought that was you!

                          WALTER

                          (EMBARRASSED)
           Oh! Uh... er, hi, Don.

                          FRIENDLY GUY
           Boy, I'm glad to see you! Have we
           heard back from the city, on that
           setback? My guys really need the
           variance, for the first floor retail.
          Walter is mortified. He turns away from Margaret.

                          WALTER
           Um... we should hear from Permits by
           Thursday.

                          FRIENDLY GUY
           Yeah? Well that's terrif'! I'll tell
           the architects!
          Pleased, the guy cheerily strides away.

          ON WALTER AND MARGARET
          He is stricken. Something ominous just happened.

                          MARGARET
           What was that??

           13.

                         

                          WALTER

                          (ASHAMED)
           I -- I didn't want you to know...
          A long, horrible pause. Walter's face turns gray. We SLOWLY
          PUSH IN. This revelation is churning. Agony.

                          WALTER
           I'm in commercial real estate.
          A stunned beat.

                          MARGARET
           You're a -- Realtor?

                          WALTER

                          (CONTRITE)
           YES! A hugely successful Realtor!
           Top earner in the Downtown office
           three years running!

                          MARGARET
           And you're... ashamed?

                          WALTER
           Of course! Any blockhead can arrange
           a sublet!

                          (HEARTFELT)
           All I ever wanted was to support
           myself as an artist...

                          (SAD; BEAT)
           I tried to make a clean break, but
           couldn't cut it. I'm just a goddam
           Sunday painter. An amateur.
          Margaret looks at him, touched by his vulnerability.

                          CUT TO:

          INT. MARGARET'S APARTMENT - DUSK

          End of the day. Golden light slants in through the windows of
          this small tidy apartment.
          The door opens. Margaret holds it for Walter, who
          chivalrously staggers in, carrying all her supplies: Easel,
          paints, cans. He carefully puts it all down -- then turns.
          Beat. Walter stares at Margaret, their faces caught in the
          warm light. Then, enchanted, he kisses her.
          Silence.
          Margaret smiles, captivated. Caught in his glow. The moment
          could last forever...

           14.

                         

          IN THE DOORWAY
          Jane stares unhappily. Threatened.

                          JANE
           A-hem!

                         ON MARGARET
          She turns, startled. Feeling guilty, Margaret rushes from
          Walter. Busying herself, she skims through the MAIL.
          Jane shakes her head and marches out.
          Margaret flips through envelopes -- until one stops her. On
          edge, she slowly removes an official DOCUMENT. She scans
          it... and her face drops. Crushed. Something terrible...
          Walter is worried.

                          WALTER
           What's wrong...?

                          MARGARET

                          (SOFT)
           Frank wants to take away Jane. He
           says I'm an unfit mother...
          Walter is taken aback.

                          WALTER
           You're a perfect mother.

                          MARGARET
           He told the court Jane doesn't have a
           proper home. It's beyond my abilities
           as a single woman...
          Margaret trails off, shaken.
          Walter gulps unsurely. Then, he takes her in his arms. We

          SLOWLY PUSH IN.

                          WALTER
           Marry me.

                          MARGARET

                          (SHE GASPS)
           Walter! I --

                          WALTER
           (he puts a finger to her lips)
           Shh. Don't think of a reason to say
           no. 'Cause I've got a million reasons
           to say yes.
           (he gives a winning smile)
           I know it makes no sense!

                          (MORE)

           15.

                          WALTER (CONT'D)
           But just think of the fun we'll
           have..! And I'll take care of you
           girls.
          Margaret stammers, speechless. She doesn't know what to say.
          Walter pulls out his ace. In a debonair move, he creakily
          drops to his knee. He exudes a hammy, wonderful romance:

                          WALTER
           Margaret, I'm on my knee! C'mon,
           whatdya say? Let's get married! We
           can be in Hawaii by the weekend.

                          MARGARET
           "Hawaii"? M-marriage?

                          (EMOTIONAL)
           Walter, I'm crazy about you... but I'm
           overwhelmed. Why would we go to
           Hawaii?!

                          WALTER

                          (BEGUILING)
           Because you're a princess... and you
           deserve to get married in paradise.

          CLOSEUP - MARGARET
          Margaret shudders, tears in her eyes. Hawaiian MUSIC begins...

                          DISSOLVE TO:

          STOCK FOOTAGE - DAY
          A propeller-driven PAN AM airplane soars through the sky.

          EXT. HAWAII - DAY

          Hawaii, 1958. Heaven on earth. Blossoming flowers, rare
          birds, lush greenery. Margaret is experiencing total bliss.
          We widen. She and Walter stand in front of a waterfall,
          getting married. Jane is Maid-of-Honor. A PRIEST smiles, and
          Walter places a ring on Margaret's finger. They kiss.

          EXT. BEACH - SUNSET

          Margaret and Walter lie on the sand, making out. Cuddling,
          running their fingers along each other's bodies. She stares
          up, endlessly happy.

                          MARGARET
           You're right... this is paradise.
           Only God could make those colors.

                          WALTER
           I knew you'd love it.

           16.

                         

                          MARGARET
           Oh, can't we stay here forever??

                          WALTER
           Well, I don't know about forever. But
           maybe... I can arrange another week.

          EXT. HOTEL GROUNDS - DAY

          Thatched umbrellas, Polynesian fun. Margaret is set-up,
          drawing PORTRAITS of the GUESTS. Walter regales them as they
          wait. Joking, gregariously handing out Mai-Tais.
          Margaret finishes a picture. She beams at Walter... then
          signs the picture "KEANE."
          Walter gapes, astonished at this gesture. Margaret lock eyes
          with him. She smiles girlishly, radiating happiness.

                          CUT TO:

          INT. CHINESE RESTAURANT - DAY

          Old school Cantonese: Dragons and red lacquer. Margaret eats
          lunch with Dee-Ann, showing off SNAPSHOTS from the trip.

                          MARGARET
           This is a waterfall... the air was so
           fresh you could taste it. Here's an
           ancient altar... that statue is Kane,
           the god of creation. I said a prayer
           to him. Oh! Here's Walter and Janie,
           building a sandcastle --
          Dee-Ann raises an eyebrow.

                          DEE-ANN
           This is all happening mighty quick.
           In the time you moved here, I've had
           two dates. You're already married.

                          MARGARET

                          (SHE GIGGLES)
           I thought there was a void in my life.
           Well... Walter's filled it.

                          DEE-ANN
           Walter's filled a lot of things. He's
           diddled every skirt on the art circuit.

                          MARGARET
           You're talking about my husband!

                          DEE-ANN
           I know! That's why I brought it up.
          Margaret frowns, insulted.

           17.

                         

                          MARGARET
           I'm not naive.
           (beat; she laughs)
           Well, I am naive. But I know the man
           I'm marrying. Walter can act rash...
           but he's a good provider. And he's
           wonderful with Jane.

                          (CLEAR-EYED)
           Look -- we're both looking for a fresh
           start. I'm a divorcee with a child.
           Walter is a blessing.
          Dee-Ann bites her tongue. The WAITER brings over the check.
          Sitting on it are TWO FORTUNE COOKIES.
          Hm. Margaret stares, utterly serious. She reaches for one...
          then impulsively grabs the other. She cracks the cookie. Dee-
          Ann waits, curious. Margaret reads... then slowly smiles.

                          MARGARET
           "You are on the threshold of untold
           success."

          INT. ART GALLERY - DAY

          A Modish, happening gallery. The white walls are hung with
          ABSTRACT EXPRESSIONISM: Slashing angles of color, painted over
          rags and glued bolts. On the floor is SCULPTURE made from
          wood and wire.
          In charge is RUBEN, a fussy man in a goatee. He's schmoozing
          a FANCY LADY. They look at a spattered, distorted painting.

                          RUBEN
           What's brilliant about the composition
           is its spontaneity. The image has no
           visual center of attention.

                          FANCY LADY
           It's quite gestural.

                          RUBEN
           Oh definitely! Strongly influenced by
           the tachistes.

                          FANCY LADY
           I heard Tab Hunter was in here,
           looking at one.

                          RUBEN
           Well... I'm not allowed to say...
          He NODS HIS HEAD up-and-down: Yes, you're right.

                         OUTSIDE
          A car backfires. Ruben turns -- and winces.

           18.

                         
          Through the windows is Walter, climbing out of his massive
          white Cadillac. He's all done up, in beret and scarf. He
          opens the giant trunk and removes a pile of paintings.
          Ruben cringes knowingly. He whispers:

                          RUBEN
           Oh Christ, don't come in here. Please
           don't come in here...
          The door SLAMS. Walter loudly barges in.

                          WALTER
           Ruben, good day! Do you got a minute?

                          RUBEN
           Walter. In polite society, the word
           is "appointment."

                          FANCY LADY
           (glancing back and forth)
           Uh, I could come back later...
          She anxiously hurries for the door. Ruben fumes.
          Walter ignores it all and starts laying out his wares. First,
          the Parisian street scenes, one after another...

                          WALTER
           You're gonna love my stuff today.

                          RUBEN
           Haven't I seen that one before?

                          WALTER
           Nah! That was painted in the Fifth
           Arrondissement. This is the Sixth
           Arrondissement!

                          RUBEN

                          (SKEPTICAL)
           I don't understand. You lived in
           Paris for a week. How can you still
           be cranking out paintings?
          Walter laughs. He points to his head.

                          WALTER
           It's all up here.
           (beat; a sentimental

                          FLOURISH)
           And here.
          He points to his heart. Ruben frowns and points to the wall.

           19.

                         

                          RUBEN
           Well, it's not going up here.

                          (CRUEL)
           Walter, you know we don't go for that
           representational jazz! You're too
           literal.

                          WALTER

                          (HURT)
           Hey, Art isn't fashion!

                          RUBEN
           Yes it IS!

                          (CUTTING)
           People want Kandinsky, or Rothko!
           They don't want goopy street scenes.

          CLOSEUP - WALTER
          Ouch! This stings terribly.
          Walter glares at the man, then softly slides aside his works.
          Quietly, he pulls out Margaret's Big Eye paintings.

                          WALTER
           Would they want... this?

                          RUBEN

                          (HE SHUDDERS)
           Good God! You've entered a new
           period.

                          WALTER
           No... they're my wife's.
          Fascinated, Ruben glances through Margaret's oils. Canvas
          after canvas of sad kiddies against gray, bleak backgrounds.

                          RUBEN
           Why are their eyes so big?! They're
           like big stale jellybeans.

                          WALTER

                          (SNIDE)
           It's Expressionism. Surely you
           recognize it.

                          RUBEN

                          (LONG BEAT)
           Well -- I'm just glad you two found
           each other.

                          WALTER
           So... what do you say?
          Ruben looks up, amazed. Walter seems oblivious.

           20.

                         

                          RUBEN
           I say, NO! It's not art.

                          WALTER

                          (HORRIFIED)
           Not -- "art"??

                          RUBEN
           It's like the back of a magazine!
           "Draw the turtle! Send in a nickel
           and win the Big Contest!"

                          WALTER
           How dare you! Lots of people would
           like this.

                          RUBEN
           Well, nobody who's walking through the
           door of this gallery!

                          (BEAT)
           Now please! Clear out this clutter,
           before the taste police arrives.
          Walter's jaw drops.

                          CUT TO:

          EXT. HUNGRY I MARQUEE - NIGHT

          "The hungry i" -- the hottest nightclub around, so hip it's in
          a basement. The marquee says "Cal Tjader, TONIGHT!"

          INT. HUNGRY I SHOWROOM - NIGHT

          A swinging mob of BEAUTIFUL PEOPLE -- suits, gowns and pearls.
          CAL TJADER'S BAND is crazed: Vibes and bongo-driven JAZZ.
          Margaret and Walter are squeezed at a table. She nurses a
          Grasshopper. Walter's in a foul mood, CHUGGING cocktails.

                          WALTER
           We'll never break in...! Because
           there's a CABAL. A secret society of
           gallery owners and critics, who get
           together for Sunday brunch in
           Sausalito, deciding what's "cool."

                          (BROODING)
           They're like Freemasons. No, worse!
           McCarthy, in his hearings: "That
           painter, I anoint. That painter, I
           banish to nowheresville!"
          Heartfelt, Margaret disagrees.

                          MARGARET
           I think people buy art because it
           touches them --

           21.

                         

                          WALTER
           Heh! You're livin' in fairy land!
           People don't get to discover a thing.
           They buy art, because it's in the
           right place at the right time.
          O.s., MUSIC BUILDS. Muddled, Walter turns. He looks -- and
          then -- his eyes light up. He is getting an idea...

                         ONSTAGE
          The band speeds to a climax, the percussion throbbing. Then,
          a final, crazed note. BAM!!
          The crowd APPLAUDS. The club's owner, ENRICO BANDUCCI, bounds
          on stage. Banducci is a theatrical, natty Italian guy with a
          skinny moustache and loud personality. He grabs a mike.

                          BANDUCCI
           Give it up for Cal Tjader! That set
           was HUMMIN'! Al-aright, be sure to
           stick around for the one a.m. show!
          The house lights come up. Banducci hops down, greeting
          guests, making his way out -- when Walter glides up.

                          WALTER
           Hey, Banducci. I love the music
           tonight. It's a gas.

                          BANDUCCI
           Oh. Thanks, thanks.

                          WALTER
           I'm Walter Keane. I'm a painter.

                          (KNOWING)
           I was looking at your walls, and
           they're pretty plain.

                          BANDUCCI
           Really? Hm...! Maybe you're right.
           What color were you thinking?
          Huh? Walter holds his composure.

                          WALTER
           No -- I'm an artist. I used to be
           based on the Left Bank. But now I've
           relocated to the "States," and I'm
           looking for an... exhibition venue.
          Beat. Banducci frowns.

                          BANDUCCI
           I like my club the way it is. Your
           stuff's so hot, go put it in a museum.

           22.

                         

                          WALTER
           Okay! I respect that. You're a
           businessman, not a charity! So how
           'bout if I, uh... rented your walls?
          Hm?! Banducci raises an eyebrow.

                          CUT TO:

          INT. BERKELEY APARTMENT - DAY

          Walter's swanky pad is CHAOS, filled with cameras and lights.
          A PHOTOGRAPHER runs around, tweaking equipment.
          Walter's at an easel, putting the final touches on a PAINTING
          of a French street scene. He gabs on the PHONE.

                          WALTER
           Yes! The paintings are available for
           public viewing daily, from 7 to 3!
           (an awkward beat)
           Er, no. 3 a.m. It's in a nightclub.
           (he hangs up)
           Maggie! It's promotion time! We
           gotta lay the racket!
          Margaret puts on a smock, a bit dumbfounded. Walter spatters
          some paint on his shirt. He grins, then holds up his brush
          and SIGNS the painting: "W. KEANE"
          Margaret forces a "cheese" smile, with her Waif. FLASH! The
          camera pops.

                          CUT TO:

          INT. HUNGRY I - NIGHT

          CU - A cheery BROCHURE, "Meet the Keanes!" There's a staged
          PHOTO: Walter at his street scene, Margaret at her Waif.
          Then -- a SHOE steps on it. We WIDEN... revealing the
          brochure on the sticky floor of...
          THE CLUB! It throbs with frolicking CUSTOMERS. We move
          through the pack. To a rear concrete hallway... to a sign
          with an arrow: "TOILETS." We go down the hall... into...

          A DINGY CORRIDOR
          The Keane paintings hang here. The only human in sight is
          Walter, forlorn at a card table. Brochures are stacked, and
          he wears a sailor coat with a dandyish ascot.
          The image is grim. Walter listens to the raucous mob. Until,
          THUMP! -- a sloshed MAN stumbles in. Walter brightens and
          stands.

           23.

                         

                          WALTER
           Ah, beautiful! An art lover! Yes
           sir, how may I help you?

                          MAN

                          (UNCLEAR)
           I'm, uh, just looking for the john.
          A terrible pause. Walter swallows his outrage... then points.
          The guy smiles and tosses Walter a BUCK, as a tip. Walter is
          stunned. The guy toddles away.
          Beat. The Ladies Room opens, and TWO GOSSIPY WOMEN rush out,
          oblivious to Walter. He glowers. ANOTHER MAN bounds in,
          right up to one of Walter's paintings! He stops at it.
          Walter gathers a moment of hope. Does he like it?
          Then the man leans down and opens a CLOSET. He removes a tray
          of bar glasses, kicks the door shut, and scoots away.

          ANGLE - WALTER
          He grimaces... beaten. Walter drops his head on the table.
          Not noticing a DRUNK COUPLE stagger in. They pass a Waif,
          then halt -- taken. They lean in. Enthralled... concerned...

                          TIPSY LADY
           Look at that child. She's so sad.

                          TIPSY MAN
           Is she poor..?

                          TIPSY LADY
           She's forgotten! It just makes me
           want to cry.
           (she peers at the
           signature, then turns)
           Are you "Keane"?
          Walter lifts his head from the table.

                          WALTER
           Yeah.

                          TIPSY LADY
           Well you're a hell of a painter.
          Walter squints, confused, then beams. Joy! Happiness
          bursting like a little child.

                          WALTER
           Why, thank you...! Thank you so much!

           24.

                         

                          TIPSY LADY
           Your work is very powerful. There's
           so much emotion in those eyes.
          OUCH! Walter's smile collapses.

                          TIPSY LADY
           Is something wrong?

                          WALTER

                          (REELING)
           Huh? Uh... no. No. I just didn't
           realize you meant... the waif.

                          TIPSY MAN
           (beat; he CHUCKLES)
           Oh, I get it...! The artist doesn't
           wanna part with his favorite piece...
          The man winks, then pulls out a WAD OF BILLS.
          Walter stares morosely.

          INT. HUNGRY I - LATER

          Walter sits at the bar, toasted, drinking. In a dark place.
          His misery is interrupted by happy Banducci, groping two GALS.

                          BANDUCCI
           Hello, Picasso! Nice crowd, eh?

                          WALTER

                          (SOUR)
           You wouldn't know it from that broom
           closet you parked me in.

                          BANDUCCI
           Hey, it's prime thoroughfare! People
           drink, they gotta relieve themselves.

                          WALTER

                          (MUTTERING)
           "Location, location, location..."
          Walter wallows in self-loathing. Suddenly, he explodes.

                          WALTER
           It's INSULTING! When people see art,
           they shouldn't think of SHIT!

                          BANDUCCI

                          (SHOCKED)
           Whoah! Watch it with the purple
           language. We got ladies present --!
          Banducci PUSHES Walter away.

           25.

                         
          In reaction, Walter sloppily SMACKS him.
          Riled, Banducci suddenly takes a SWING! Walter stumbles, and
          Banducci's punch accidently HITS the GIRL.
          Ow! She topples. Walter gasps.
          He SWATS Banducci -- then RUNS! Cameras FLASH. Wild whoops.
          Walter barrels down the hall, Banducci chasing. The brawl's
          gone nuts. Walter grabs a Waif and SMASHES it over Banducci's
          head. CRASH! Banducci drops.

                          CUT TO:

          INSERT - SAN FRANCISCO EXAMINER
          The front page! A small headline says "BISTRO BRAWL: BANDUCCI
          AND ARTIST SLUGFEST." Below are two PHOTOS: Walter mid-punch,
          and Banducci unconscious, sticking out of the Big Eye.

          EXT. POLICE STATION - DAWN

          A neighborhood precinct, quiet at 6 a.m. Doors open, and
          Margaret leads Walter out. She's seething. He's bruised,
          with a mortified drunk-tank, slept-in-my-clothes swagger.

                          MARGARET
           I've never posted bail before.
          Silence. He has no idea what to say. His aplomb crumbles.

                          WALTER
           I'm -- I'm sorry. Banducci... laughed
           at our work. ...So I socked him.

                          MARGARET
           Since when are you thin-skinned?
           Artists have to handle criticism.

                          WALTER
           You're right! I know. But... I was
           already in a bad place. I'd had a
           couple... and earlier...

                          (PAUSE)
           I let some guy think I painted your
           Big Eye.
          Beat. Margaret is stupefied.

                          MARGARET
           I don't understand. Why would you do
           such a thing?!

                          WALTER
           It was a misunderstanding. And then,
           I didn't want to jinx the sale.

           26.

                         
          He shrugs feebly. She frowns.

                          MARGARET
           Don't ever do it again.

          INT. HUNGRY I - NIGHT

          The club is a ZOO. PARTYERS swarm the door, trying to enter.
          Suddenly, Walter pushes his way down the outside stairs. The
          DOORMAN starts to protest, but Walter somberly waves him off.

                          WALTER
           Don't give me a hard time. I'm just
           grabbing my stuff...
          Across the packed room, he spots Banducci with a black eye.
          Walter halts, uncertain. A bristling tension...
          Until -- Banducci suddenly rushes and GRABS him! Walter
          flails, freaked. Banducci DRAGS him into a back kitchen --

          INT. CLUB KITCHEN

          Banducci shuts the door, looks around... then suddenly LAUGHS!
          He grins manically and pulls Walter into a hearty HUG.

                          BANDUCCI
           Can you believe this? We're sold out,
           and I don't even have a headliner!!

                          (GLEEFUL)
           Hell, it's a Monday!
          Walter blinks, lost. Banducci explains.

                          BANDUCCI
           Dope, we made the front page!! People
           are here, cause they wanna see the
           sappy paintings that made grown men
           fight!!
          A moment of discombobulation... until -- Walter slowly grins.

          INT. CLUB - SECONDS LATER

          The two men suddenly tumble into view, SCREAMING.

                          WALTER
           I'll see you in COURT, you son of a
           bitch! I'm suing you for assault!
           Slander! False arrest!!
          Banducci storms away.
          Walter shudders, "upset." CUSTOMERS peer at him... then at
          the paintings. Curious, they migrate that way...

           27.

                         
          Walter glances sideways. Gauging their reactions...
          Until -- a swinging middle-aged guy in horn rims and a suit
          lopes up. DICK NOLAN: A man who hides his bored emptiness
          under a veneer of booze and broads. Dick leans in.

                          DICK
           Yes sir! Whew. That was quite a load
           of horseshit you gents were layin' out
           there.

                          (LONG BEAT)
           Dick Nolan. The Examiner.
          Walter freezes up. Until -- Dick grins conspiratorially.

                          DICK
           Hey pal, don't lose any sleep. I eat
           this stuff with a spoon! It gives me
           something to type about, in my column.

                          WALTER
           (he laughs, relieved)
           I thought you only did celebrities.

                          DICK
           Well, Banducci's famous -- and you hit
           him! So you're a celebrity, once-
           removed.

                          (HE CHUCKLES)
           Buy me a drink?

                          WALTER
           Huh? Uh, sure --
          Dick smoothly drags him to the bar. Dick waves the bartender.

                          DICK
           Gary! I'll have a Ward Eight, in a
           frosted high boy. My friend'll have
           the same.
           (he beams, then turns)
           So! Walter, tell me about your work --

                          WALTER
           Well, when I was in Paris...

                          DICK
           Jesus, not those! I mean the little
           hobo kids.
          What?! Walter frowns, peeved. He considers this indignity...
          then decides to stomach it. He smiles fakely, effusively.

                          WALTER
           What do you wanna know...?!

                          CUT TO:

           28.

                         

          INT. BERKELEY APARTMENT - LATE NIGHT

          Margaret is asleep. Suddenly Walter bursts in, drunk and
          jocular. He FLIPS on the lights.

                          WALTER
           Ding-a-ling! Wake up, we're a HIT!
          Margaret rolls over, groggy. Walter jumps on the bed,
          grinning. He tosses her a HANDFUL OF MONEY.

                          WALTER
           What a night! I sold out all your Big
           Eyes!!
          She rubs her eyes, amazed.

                          MARGARET
           There must be two-hundred dollars...

                          WALTER
           They adore you! Cause of that
           article, the joint was PACKED. And
           then, a famous journalist showed up,
           and -- I need more paintings! Now!
          He hungrily KISSES her. She laughs.

                          MARGARET
           Walter, they take at least a week.
           There's layering, shading --

                          WALTER
           Of course! But, this is opportunity!
           Ah, we're gonna make a crackerjack
           team: Me schmoozing up the club, while
           you're back here, doing what you love!
          She stares at him -- then smiles. MUSIC...

                          CUT TO:

          INT. APARTMENT - NIGHT

          Margaret happily paints away. At peace, lost in her art...

          INT. HUNGRY I - NIGHT

          Walter sells Big Eyes. Shoving cash into a cigar box.

          INT. APARTMENT - DAY

          Margaret works, HUMMING serenely. On the easel is a half-
          finished blonde girl in a blue dress.

           29.

                         

          INT. TAILOR'S - DAY

          Walter buys a new suit. A TAILOR measures him.

          INT. APARTMENT - LATE NIGHT

          Margaret finishes painting a sad boy, using a fine brush to
          add a watery rim to his eyes. Magically, this detail brings
          the picture to life. She's pleased.
          Margaret signs "KEANE." There are two finished canvases, the
          sad little girl and boy. Margaret smiles, her heart swelling.
          She loves them. Then, she looks about. Nobody is there to
          share the moment.
          Hm. She thinks -- then picks up the PHONE. She dials.

                          MARGARET
           Mrs. Cava, I'm sorry to bother you so
           late... but would you mind watching
           Jane?

          INT. TAXI - NIGHT

          Margaret rides in the back seat, smiling, her gaze faraway.
          She proudly hugs the bundled paintings to her chest.

          INT. HUNGRY I - NIGHT

          The club is pounding. Margaret enters the throng, carrying
          her work. She looks up -- and has her breath taken away. The

          ENTIRE CLUB, EVERY WALL, IS NOW HUNG WITH KEANE PAINTINGS!
          Whoa...! Pure joy envelops her.
          Then -- she gets jostled. Margaret notices Walter holding
          court with some GROUPIES. She approaches, unnoticed:

                          WALTER
           ...yeah, eyes are powerful. A poet
           said they're the windows of the soul.
          Margaret smiles, touched. She comes closer....

                          GROUPIE
           They hold so much feeling.

                          WALTER
           You got it! That's why I paint 'em so
           big.

                          (BEAT)
           I've always done it that way.

          CLOSEUP - MARGARET
          She GASPS, stunned. The room starts spinning.

           30.

                         

                         HER POV

                          WALTER
           If you like this style, I'm working on
           a few new pieces. I've got a little
           blonde girl in a blue dress that'll
           tear your heart out.

          ANGLE - MARGARET
          Her face goes ashen. Dizzy, she clutches for support.
          What to do?? Overcome, she shrinks away... disappearing...
          ending up alone in a corner. She cowers, childlike.

          ACROSS THE ROOM
          Walter LAUGHS at a joke, then backslaps the group. He
          jovially strides away... passing by Margaret... when --

                          MARGARET
           Walter...?
          He spins -- shocked at her presence.

                          WALTER
           Baby!

                          (DISCOMBOBULATED)
           Hey, uh, what are you doing here? I

                          UM --

                          MARGARET
           Why are you lying?
          For once, Walter has no answer.
          She bores in, emotions racing. Confused. Hurt.

                          MARGARET
           You're taking credit for something
           that isn't yours.
          He looks ill. Wheels spinning, looking for an out --

                          WALTER
           I was... trying to close the deal --

                          MARGARET
           Those children are part of my being!

                          WALTER
           I'm just a salesman! You know, buyers
           pay more if they meet the painter --

                          MARGARET
           They couldn't meet me, because you
           told me to stay home!!

           31.

                         

                          WALTER
           Shh, QUIET!
          He grabs her, pulling her behind a curtain. He's desperate.

                          WALTER
           Don't blow this! Look, we're makin'
           money! Your pocket, my pocket?
           What's the difference?!

                          MARGARET

                          (TREMBLING)
           You take this so lightly --

                          WALTER
           Not all all! But it's not about ego!
           You wanna say you did the street
           scenes? Fine! I don't care! Say a
           monkey painted it!
          She breaks into tears, sobbing.

                          MARGARET
           I'm glad you can dash off your pieces
           without any emotional connection...!

                          WALTER
           Ah, honey! I just wanna share them
           with the world!

                          (BEAT)
           Would you rather have your children
           piled in a closet... or hanging in
           someone's living room?
          Silence.
          Then -- FLASH! FLASH! FLASH!
          Walter turns. And -- his eyes pop, astonished.

          AT THE DOOR
          Is an incredible sight. Like a moment from "La Dolce Vita," a
          fabulously dressed ITALIAN MAN with THREE BLONDES floats down
          the stairs, into the club. Cameras FLASH.
          Walter gapes, transfixed. He grabs Banducci.

                          WALTER
           Hey. Who is that remarkably handsome
           and confident man?

                          BANDUCCI
           That's Dino Olivetti -- as in Olivetti
           typewriters.

                          (HE SMIRKS)

                          (MORE)

           32.

                          BANDUCCI (CONT'D)
           Don't even try, Walter. He doesn't
           speak a lick of English.
          Walter stares hungrily.

          ANGLE - OLIVETTI
          glides into the club -- a vision of perfection with his slick
          hair and sunglasses. He approaches closer, closer... when he
          gets distracted. By one of Margaret's Big Eye PAINTINGS.
          Walter gasps. He nudges Margaret.
          Olivetti peers at the artwork. Intrigued. Then -- excited.
          He starts gesturing and yapping in ITALIAN. The Blondes shout
          back. Everyone is getting worked-up.
          The big-bosomed Blonde turns to Walter.

                          EUROPEAN BLONDE
           Mr. Olivetti is enchanted with the
           painting. He would like to know...
           who is the artist?

          ANGLE - MARGARET AND WALTER
          The moment of truth. Margaret opens her mouth... and no sound
          comes out. She clenches up. Stomach tight. Mute.
          Walter gives her a second -- tick tock tick tock. Then -- he
          leaps into Opportunity. He SMACKS his hands.

                          WALTER
           I am!
          Walter swoops over and grabs Olivetti in a hearty clasp.

                          WALTER
           It's a delight to meet you, Signore!
           Buon giorno! Have you been an art
           lover for long..?
          We move in tight on MARGARET, as the SOUND DIALS DOWN.

                          WALTER'S VOICE
           I call that piece "The Waif." Isn't
           it striking? With its juxtaposition
           of girl, cat, and stairs... and its
           almost Flemish use of underpigment...
          The SOUND dims... then goes SILENT.
          Margaret stares in shock, unmoving.
          Time seems to stop. She is frozen in grief. Until --

           33.

                         

                          WALTER'S VOICE
           Baby! Baby! Can you believe it?!!

                          CUT TO:

                         MINUTES LATER
          Time has passed. Walter happily clutches Margaret.

                          WALTER
           We made five grand!! Five THOUSAND
           dollars...!!!

                          (GIDDY)
           And that wasn't even one of your good
           ones!
          Margaret blinks, lost.
          In the b.g., Olivetti holds the painting, now wrapped-up in
          newspaper and twine. A pleased customer.
          Margaret's face darkens.

                          MARGARET
           Don't you mean... one of your good
           ones?

                          WALTER
           No. No no! One of -- OUR good ones.
           (the spirit of generosity,
           he hands her a CHECK)
           Look at those zeroes! We've hit the
           big time! We are now hanging in the
           collection of Italian industrialist
           Dino Olivetti! With his patronage
           comes credibility! And with
           credibility comes RESPECT!
          Margaret stares at the check in her hands. At all the zeroes.

                          MARGARET
           What about... honesty?

                          WALTER
           Aw c'mon! The paintings say "Keane"!
           I'm Keane, you're Keane. From now on,
           we are one and the same.
          Walter pulls her tight. She doesn't resist.

                          CUT TO:

          SERIES OF SHOTS:

           34.

                         

          INT. APARTMENT - DAY

          Upbeat MUSIC. Walter frantically tosses all the BROCHURES of
          him and Margaret into a FIREPLACE. They burn to ash.

          INSERT - NEWSPAPER
          We ZOOM into Dick Nolan's SOCIETY COLUMN. Under a caricature
          of Dick is a highlighted ITEM. We hear TYPING:

           DICK'S HUSHED VOICE
           "What exactly is local painter Walter
           Keane up to? My spies tell me a big
           announcement is forthcoming...!"

          EXT. CITY HALL - DAY

          Walter proudly hands a painting to the confused-looking MAYOR.

                          WALTER
           On behalf of the children of the
           world, we present this painting to
           Mayor Christopher!

          EXT. PUBLIC BUILDING - DAY

          Walter thrusts a painted Ballerina at a SOVIET DIPLOMAT.

                          WALTER
           In the interest of peace through
           culture, we donate this painting to
           the people of Russia!

          INT. PHONEBOOTH - NIGHT

          Dick whispers into a phone.

                          DICK
           The Purple Onion. 9:30. Joan
           Crawford has a dinner reservation.

          INT. PURPLE ONION - NIGHT

          JOAN CRAWFORD is eating with friends. Suddenly Walter lunges
          into view, startling her. He lugs a painting.

                          WALTER
           Miss Crawford! In recognition of your
           cinematic craft, we bestow this
           painting, "The Lion and the Child"!

          INT. APARTMENT - DAY

          Margaret paints. Walter beams.

           35.

                         

                          WALTER
           Joan said "Marvelous"! MARVELOUS!
           That's worth more than 1000 critics!
           (he CLAPS his hands)
           Hey, maybe she'll come to our opening.

                          MARGARET
           But... isn't it strange? Artists get
           shown. They don't build their own
           galleries.

                          WALTER
           Says who?! Like John Q. Public cares?
           He's FED UP with abstract neoformalism!
          She responds -- but he sexily puts his finger to her mouth.

                          WALTER
           He digs real art. Your art! It's
           beautiful. You're beautiful...
          Walter starts rubbing against her, dancing sensually. She
          laughs, embarrassed, her wet paint brushes smearing his chest.
          She relents and relaxes. They dance around...

                          CUT TO:

          EXT. CITY STREETS - EARLY MORNING

          In the shadows, POSTERS of "The Waif" get glued up. Under her
          woeful face, it says "KEANE GALLERY 494 Broadway." We WIDEN,
          as Walter, Margaret and Jane hastily slap up the posters.
          They carry glue buckets and a ladder.

                          WALTER
           Ruben's gonna choke when he sees this!
          Little Jane tiredly glues another poster. She yawns.

                          JANE
           I remember when Momma painted that.
          Huh?
          Suddenly, Margaret freezes. She hadn't anticipated this.
          Margaret looks to Walter. He stares back, waiting.

                          MARGARET
           Are you -- sure? That was a long time
           ago.

                          JANE
           Sure I'm sure! It was in our old
           apartment, and you had me sit on a
           stool in the kitchen --

           36.

                         

                          WALTER

                          (CUTTING IN)
           No, dear, I'm afraid you're confused.
           I painted that one --

                          JANE
           No, Mother did! Look! I'm wearing my
           blue dress.

                          MARGARET
           L-lots of girls have that dress...
          Margaret trails off, sickened. Not knowing how to lie.
          Walter takes charge. He kneels, then smiles gently at Jane.

                          WALTER
           You have a good eye, sweetie. I
           painted it, but I was trying to mimic
           your mother's style. You know, the
           style she USED to paint in.

          CLOSEUP - JANE
          A loooooong pause. She examines the print. Then... she nods.

                          JANE
           Well you did a really good job.

                          CUT TO:

          EXT. SAN FRANCISCO NORTH BEACH - DAY

          CU on the Waif. We widen, revealing the ENTIRE WORLD has been
          hijacked, blanketed by THE POSTERS. People gape -- astonished
          and captivated.
          Disconnected from it all, strolling alone, is Margaret. She
          is burdened by her own thoughts. Regretful...
          Across the street, she sees a GOTHIC CHURCH. She stares up,
          awed by the beauty. It's Catholic imagery in all its glory:
          Saints... Jesus... Mary...
          Suddenly -- the bells RING. Hm. Margaret takes a step...

          INT. CHURCH CONFESSION BOOTH - DAY

          Margaret tentatively enters and kneels. Beat -- then the
          grille OPENS. She reacts, discomposed.

                          MARGARET
           Hello. I've -- never really done this
           before. I'm not sure how you...

                          (WORRIED)
           I was raised Methodist. If it's a
           problem, I can go --

           37.

                         
          She starts to stand. The Priest blurts out.

                          PRIEST'S VOICE
           No, no! Please. We don't chase
           people away.

                          (BEAT)
           What is troubling you?
          Margaret takes a breath.

                         THEN --

                          MARGARET
           I lied to my child.
          Pause.

                          PRIEST'S VOICE
           Why would you do that?

                          MARGARET
           My husband... he pressured me into
           doing it.

                          (PAUSE)
           I've never lied to her before. I'm
           not that kind of person.
          Beat.

                          PRIEST'S VOICE
           Is your husband that kind of person?

                          MARGARET
           Ummm, no. I don't think of him that
           way. I mean, he likes to tell
           stories... maybe he exaggerates a
           little... but he's a good man.

                          (SHE THINKS)
           He takes care of us. He wants to make
           enough money to buy our family a
           house...

                          PRIEST'S VOICE
           But what of the child? Will this lie
           bring harm to her?

                          MARGARET
           "Harm"?? Oh! Not at all.

                          (BEAT)
           I'm just looking for answers...
          The Priest considers this.

                          PRIEST'S VOICE
           Well, the modern world is a
           complicated place.

                          (MORE)

           38.

           PRIEST'S VOICE (CONT'D)
           Occasionally, children need to be
           sheltered from certain truths.

                          MARGARET
           N-no. That's not what --

                          PRIEST'S VOICE
           It sounds like your husband is trying
           to make the best of an imperfect
           situation.

                          (BEAT)
           You were raised Christian, so you know
           what we are taught: The man is head of
           the household.

                          (BEAT)
           Perhaps you should trust his judgment.

                          CUT TO:

          INT. KEANE GALLERY - NIGHT

          Opening night! The gallery is packed with the IN CROWD: Rich
          and drinking. The space is cool -- the walls bright white,
          the art hanging under spotlights. JAZZ plays on the stereo.
          At one painting, a HIPSTER COUPLE stares at the image of a
          sorrowful girl holding an armful of poodle puppies.

                          HIPSTER LADY
           I think it's creepy, maudlin and
           amateurish.

                          HIPSTER MAN
           Exactly. I love it.
          We move in tight on the painting. Underneath is a tag:
          "BEDTIME, by WALTER KEANE. Oil on canvas."
          We drift along, to another painting: "CALICO CAT, by WALTER
          KEANE." Then, another: "IN THE GARDEN, by WALTER KEANE."
          Every painting is now by Walter Keane.
          We move along... finding the Tipsy Man chatting up Dick.

                          TIPSY MAN
           We got in early. We own three.

                          (HE TURNS)
           Thanks, doll.
          He tosses his empty to a PASSING LADY. We reveal the waitress
          is... Margaret. She carries a tray of pigs-in-a-blanket.
          Margaret looks shell-shocked -- faking a happy party face.
          A burst of LAUGHTER. Margaret turns.

           39.

                         
          Walter and a group ROAR at a joke. A SEXY GIRL hands Walter
          one of the promo posters. He beams and lays it across her
          back... hugging her waist to "steady" himself as he signs.

          BACK ON MARGARET
          She frowns. Dee-Ann slides into view, slurping champagne.

                          DEE-ANN
           Hey, baby! Killer party! It's a hap-
           pen-ing...! So, where's your stuff?

                          MARGARET

                          (NERVOUS)
           Oh. Um, we decided that this would be
           Walter's show --

                          DEE-ANN

                          (SUSPICIOUS)
           Oh "we" did?? And why would "we" do
           that??

                          MARGARET
           Well... he's more established.

                          DEE-ANN
           Please! Is that you talking, or did
           you just turn into a little felt
           puppet with someone's hand up your
           ass?
          Margaret is befuddled.
          Dee-Ann scopes out the artwork.

                          DEE-ANN
           It's strange... Walter doesn't strike
           me as the cute hungry kitten type...
          Margaret grimaces.

                          MARGARET
           Thanks for coming.
          Margaret grabs a drink and hurries away.
          Dee-Ann stands there, irked.
          Margaret cuts over to Walter. We MOVE IN TIGHT ON THE COUPLE.
          He grins and grabs her.

                          WALTER
           Ah, my sweet! Are you enjoying the
           scene?
           (he gives her a kiss)

           EVERYONE!

                          (MORE)

           40.

                          WALTER (CONT'D)
           Give a hand to my beautiful wife.
           Without her, none of tonight would be
           possible!
          The crowd APPLAUDS politely, condescendingly.
          Margaret smiles strangely. The Tipsy Man leans in.

                          TIPSY MAN
           Your husband's quite a talent.

                          (PLEASANT)
           Do you paint, too?
          Margaret freezes up, terribly awkward.

                          MARGARET
           I don't... know.

                         AT WALTER
          A NOSY GUY corners him in front of a painted child.

                          NOSY GUY
           I'm curious about your technique. How
           long did that piece take to execute?

                          WALTER
           That? Oh, wow. Probably... months.
           First the thinking, the sketching, and
           then time with just me and the oils.

                          NOSY GUY
           "Oils"? But isn't that acrylic...?
          Huh? Walter glances at the painting, startled.

                          WALTER
           Oh --! You mean that painting! Uhh,
           sorry! It's like a jumble of ideas,
           rattling around in my brain!
          Beat.

                          NOSY GUY
           So where do you get your ideas?

                          WALTER
           What do you mean?

                          NOSY GUY
           I mean --
           (confused at this confusion)
           Why are they... images of children?
          Yikes. Walter starts to sweat. He didn't think this through.

           41.

                         

                          WALTER
           Well, er, I've just always loved kids.
           Though mostly I was influenced by my
           darling daughter...
          An odd beat.

                          WALTER
           I remember when she was a baby...
          Walter gets a far-off look.

                          WALTER
           Yeah. Cute little thing. I'd stare
           into those big orbs. Sometimes I'd
           get out my Brownie and snap a photo...
           but... that's not subjective. You
           know? It doesn't capture your
           feelings. So that's when I started
           painting her...
          We hold on Walter, unsure where reality begins and ends...

                          CUT TO:

          INT. BERKELEY APARTMENT - DAY

          CU on a fuzzy TV SCREEN: A PRIGGISH MAN is griping. The
          screen is captioned "JOHN CANADAY, NY TIMES ART CRITIC"

           CANADAY (ON TV)
           Keane's work is completely without
           distinction. He is not a member of
           the Society of Western Artists. He
           has won no awards. He's only
           noteworthy for his appearances in a
           certain newspaper's gossip column!

                          (EXASPERATED)
           Mr. Keane is why society NEEDS critics!
           To protect them from such atrocities!
          Walter gapes at the TV, outraged. He suddenly grabs a PHONE.

          IN THE LIVING ROOM
          Jane is BANGING on a closed door.

                          JANE
           Mom! I wanna come in.

           MARGARET (O.S.)
           Uhh, you can't. Mommy's busy.

                          JANE
           (she BANGS again)
           Let me in! What are you doing in
           there? Why's the door always locked?

           42.

                         
          Walter enters -- and reacts. He glides over to the girl.

                          WALTER
           Janie, sweetie, you need to respect
           your mother's privacy. Sometimes
           grownups need alone time.

                          (HE WINKS)
           Is that the ice cream truck? Why don't
           you go get yourself a fudgesicle?
          Walter tosses her a dime. She peers warily, then leaves.
          He waits a beat -- then pulls out a KEY. Walter discreetly
          unlocks the painting room.

          INT. APARTMENT PAINTING ROOM - SAME TIME

          It's a factory. Big Eyes are everywhere. Margaret frenziedly
          works, surrounded by half-done canvases, solvents, easels.
          She's in a bathrobe -- a cigarette hanging from her lips.
          Startled, she looks up to see Walter.
          He gazes at all the art. At the bulbous faces, eyes watery
          and submissive, trapped in muddy yellows and dire browns. And
          then... Walter grins broadly.

                          WALTER
           Whew! Out of this world...!

                          MARGARET

                          (BOTHERED)
           I dunno. I'm not really comfortable
           with this. Jane and I used to be so
           close... but -- now...

                          WALTER
           Ah, Jane's grand! She's eating ice
           cream! She has new shoes. She has a
           college fund.
          Beat.

                          MARGARET
           Maybe I'm lightheaded from the
           turpentine. I've been in here all day.

                          WALTER
           Well I don't want you feeling like a
           prisoner. Take a break!
          Walter glances at one PAINTING -- then does a take.

          ANGLE - PAINTING
          It's a child in a rusty alley, staring, aching for compassion.
          And, starting to cry. A single tear streams down her cheek.

           43.

                         

                          WALTER
           Is that a tear...? You've gone deep!
          Margaret bites her fingers, worried.

                          MARGARET
           Do you -- like it?

                          WALTER
           I love it! ...How'd you get the eyes
           so lifelike? Is it the highlights?

                          MARGARET

                          (PROUD)
           No. The secret is the shadow. I
           shadowed the eyelid.
          Margaret smiles shyly. Walter smiles back, full of warmth.
          He takes her face in his hands.

                          WALTER
           I owe you an apology. I was initially
           dismissive of your kids, those emotion-
           wrenching blobs of humanity... but
           they have a real strength.

                          MARGARET

                          (SHE LAUGHS)
           Is that your best version of
           sincerity?

                          WALTER
           I'm trying! Ah, you know me. See --
           this is why I need your help! I want
           to go on tv, to defend our art.

                          MARGARET
           You're going to be on television?!

                          WALTER
           Yes! But... what will I say??

                          (BEAT)
           Meaning -- what compels me... to
           paint... these paintings??
          A bizarre pause. The two of them look around the room. At
          all the Big Eyes peering down at them.

                          MARGARET
           Maybe you have an unhealthy obsession
           with little girls.

                          WALTER
           Cute.

           44.

                         

                          MARGARET

                          (SHE SNICKERS)
           I guess you've painted yourself into a
           corner.

                          WALTER
           Funny! Keep 'em coming! You're a
           regular Steve Allen. You want heat
           this winter? Help me out!

                          MARGARET
           Walter... art is personal.
          Walter picks up a picture of TWO LITTLE GIRLS IN TUTUS. He
          stares, perplexed.

                          WALTER
           What would make a grown man paint a
           picture like this?!
          No answer. He thinks of stories, wheels spinning.

                          WALTER
           I grew up, surrounded by six sisters.

                          (NO GOOD)
           I grew up in an orphanage?

                          (STRUGGLING)
           I grew up... in a world where adults
           had vanished, and children and kittens
           ran wild over the desolate landscape!
          Margaret smiles.

                          MARGARET
           What about your Paris street scenes?
           Why do you paint those?

                          WALTER
           Well, because... I lived it! I
           experienced it!

                          MARGARET
           (calling his bluff)
           And was it really all sun-dappled
           streets and flower vendors?
          Huh? Walter stares off at the Waifs. They peer out from
          broken windows... chain-link fences...
          And then -- he gets it.

                          WALTER
           Well -- NO! Of course not. It was
           after the War. There was destruction
           everywhere...

                          (PAUSE)

                          (MORE)

           45.

                          WALTER (CONT'D)
           I traveled the Continent. The ravages
           were horrifying...

                          CUT TO:

          INSERT - FULL FRAME TV SCREEN
          Walter is on TV, on a LOCAL PUBLIC AFFAIRS SHOW. He's coated
          with makeup, sitting rigidly, fingers gripping his chair.

           WALTER (ON TV)
           My psyche was scarred in my art
           student days. Nothing in my life has
           ever made such an impact as the sight
           of the children: War-wracked
           innocents, without homes, without
           parents, fighting over garbage...
          He sits in a half-circle of PROPER WOMEN, who are spellbound.

           WALTER (ON TV)
           Goaded by a frantic despair, I
           sketched these dirty, ragged little
           victims... with their bruised minds
           and bodies, their matted hair and
           runny noses. There my life as a
           painter began in earnest.
          Walter sadly looks up to the HOST.
          The man is shellshocked. Mute. Walter waits, then sighs.

           WALTER (ON TV)
           The insane, inhuman cruelty inflicted
           upon these children cut deeply into my
           being. From that moment on, I painted
           the lost children with the eyes.
           Those eyes that forever retained their
           haunting quality.
          The ladies are stricken. A few dab their eyes.

                          CUT TO:

          EXT. SAN FRANCISCO - DAY

          Keane posters get RIPPED off a wall.
          RIPPED off a mailbox. PULLED off a construction site!

          EXT. KEANE GALLERY - NEXT DAY

          Walter strides along, a bounce to his step. He reaches the
          gallery -- then stops, dumbfounded. It's PACKED with PEOPLE!
          Not rich, but regular folks, gawking at the art.

           46.

                         
          Wow. A sweet moment... then some TOURISTS see Walter and
          happily accost him: "Walter Keane!" "Mr. Keane!" They thrust
          papers and POSTERS at him to autograph.
          Walter grins and scribbles his signature. Glancing over their
          shoulders, he sees Ruben down the block, standing outside his
          own gallery. Gaping in disbelief.
          Walter chuckles... then flips him off. Ruben's face falls.

          INT. KEANE GALLERY - SAME TIME

          Walter pushes through, shaking hands, greeting the CUSTOMERS:

                          WALTER
           Good afternoon! Delighted!
           (he reaches the SEXY BLONDE
           CLERK and pinches her ass)
           How many sales today?

                          BLONDE CLERK
           "Sales?" None with this crowd.
          Walter's smile drops, surprised.

                          BLONDE CLERK
           These people are looky-loos! They
           can't afford the paintings. But we
           gave away a heap of posters!
          Huh? Walter peers, baffled. Suddenly -- a loud FRWWIPPPP!
          Walter whirls, startled. Outside, two GIRLS tear a big poster
          off the front window.
          Walter's eyes widen. Slowly, he turns back. At the counter,
          FOLKS and KIDS are grabbing free posters from a box.
          Walter stares. Processing this. And then... being struck by
          an idea of absolute genius...

          INT. STORAGE ROOM - SECONDS LATER

          Walter is on the telephone, peering through the doorway.
          Hiding from the customers. Spying. WHISPERING.

           WALTER (ON THE PHONE)
           It's the craziest thing. I started
           charging for the posters! First a
           nickel... then a dime.
           (struggling to whisper)
           YES, Maggie! It's cuckoo! So it got
           me thinkin': Would you rather sell a
           $500 painting, or a million cheaply-
           reproduced posters?!
           (he LAUGHS, exultant)

                          (MORE)

           47.

           WALTER (ON THE PHONE) (CONT'D)
           See, folks don't care if it's a copy.
           They just want art that touches them!

                          CUT TO:

                         ANIMATION

                          WALTER'S VOICE
           And then... we could sell it
           anywhere!! EVERYWHERE!
          60's-style MADISON AVENUE GRAPHICS: A still of a HARDWARE
          STORE. Mops, light bulbs, then -- BING! -- framed KEANES.
          A PHARMACY. Aspirin, candy bars -- BING! -- framed KEANES.
          A GAS STATION. Tires, motor oil, and -- BING! -- KEANES.

          INT. SUPERMARKET - DAY

          An aisle of Sundries: Plastic toys, beach balls... Waifs. A
          sign says "WE HAVE KEANE!"
          Around the corner, Margaret shuffles along, listlessly buying
          banalities: Cereal. Soap. She turns the cart... and runs
          into her wall of teary-eyed kids.
          Margaret peers, muddled.
          Then she turns away -- to a RACK OF PAPERBACKS. They offer
          fast hope, inspiration. Margaret seems disconnected. She
          runs her hand down the options... a book of Numerology... a
          book on Judaism... an Edgar Cayce prophecies manual...
          AT THE REGISTER - Margaret gazes up. The CASHIER is a sad
          Beatnik Girl. In a haze, Margaret notices the whole market is
          full of LONELY WOMEN:
          One LADY is her doppelganger -- same age, blonde, gripping a
          cart. Next aisle over, a MIDDLE-AGED WOMAN stares into space.
          Nearby, a YOUNG MOM wrangles her children.
          We shift to Margaret. Face gaunt. Eyes empty. Troubled...

          INT. APARTMENT PAINTING ROOM - DAY

          Curtains drawn, Margaret frantically SKETCHES. She's cabin
          feverish. In her robe. Hair dirty. And -- up to something.
          These sketches aren't squat children with round eyes. They're
          different: Figures with long lines.
          Margaret frowns and rips the paper. She tries again! Another
          angular figure -- straight fingers... no!
          Again! A woman... reclining. Then an indication of a face:
          A slash... and then -- two small almond shapes for eyes.

           48.

                         
          Hmm. Margaret's face brightens. She likes it.

                         LATER
          Margaret rabidly paints. Spurting globs of color. The woman
          is blonde, almond eyes cool, lips curled with mystery...
          Margaret glances in a mirror. It's a self-portrait. It's
          Margaret, aloof. Alone at a table.
          Suddenly the door opens. Margaret GASPS, startled, and spins
          the canvas away. Walter barges in, dressed like a million.
          He HALTS -- making a sour face.

                          WALTER
           Whew! Something smells in here. You
           should open a window.
          Margaret blinks, a bit dazed.

                          MARGARET
           What time is it?

                          WALTER
           I dunno. 6:30, 7? ...Didn't Janie
           get dinner?
          Margaret shrugs. Walter leans in.

                          WALTER
           When's the last time you washed your
           hair?

                          MARGARET
           I've been... busy.

                          WALTER
           (he notices the turned
           canvas; he's intrigued)
           What do you got back there? Lemme
           see.

                          MARGARET
           No --! It's just... something I'm
           working on. It's not for the world.
          Walter gives her a funny look.

                          WALTER
           "The world"? Baby, it's me!
           (stepping forward, a bit

                          MALEVOLENT)
           I'm your number one fan.

                          MARGARET
           No, please! Walter, it's -- personal.

           49.

                         

                          WALTER

                          (GETTING CLOSER)
           But we're husband and wife. We
           shouldn't have secrets...
          Margaret gulps, fretting. Finally, without options -- she
          flips over the canvas of the lonely blonde.
          And -- Walter is taken aback. His eyebrows raise, shocked.
          Margaret bites her lip. Will he go ballistic?

          ANGLE - WALTER
          He leans right up to the painting.
          His expression is inscrutable. Studying the technique. We
          have no idea what his emotion is.

                          WALTER
           It's a completely different style.

                          MARGARET
           Yes it is.

                          WALTER

                          (BEAT)
           It looks like you.

                          MARGARET
           It's a self-portrait.
          Beat.

                          WALTER
           How am I gonna explain that?
          She shifts about.

                          MARGARET
           I thought... maybe... I could sign it
           myself.
          Hmm. Walter's eyes narrow.

                          WALTER
           That seems a bit confusing. "Keane"
           means me.

                          MARGARET
           Yes, I know... but... when people ask
           me if I paint, I don't know what to
           answer! I just want the pride of
           being able to say -- that's mine.
          Walter's wheels are ratcheting.

           50.

                         

                          WALTER
           Who'd you tell about the Big Eyes?

                          MARGARET
           Nobody!

                          WALTER

                          (PARANOID)
           Was Dee-Ann here?! Did Dee-Ann see
           this painting?!

                          MARGARET
           No! NOBODY saw it!

                          WALTER
           You tell anybody, the empire
           COLLAPSES! Do you wanna give back the
           money? We've committed FRAUD!

                          MARGARET
           I KNOW! My God! I live with this
           every minute of my life!

                          (IMPASSIONED)
           Janie used to have a mother who
           painted. Now what's she think?! I
           lock myself in this room ten hours a
           day... and then you walk out with
           finished paintings!
          He scowls, offended.

                          WALTER
           Janie thinks I'm in here, painting.

                          MARGARET
           C'mon! You haven't picked up a brush
           in months!
           (starting to sob)
           We used to paint together! Easels
           next to each other, side-by-side --

                          WALTER
           That was the honeymoon period!
          Margaret breaks into tears. Walter tenses.

                          WALTER
           Jesus, you're so fragile.

                          MARGARET
           I've kept my end of the bargain! I've
           never told!
           (she SOBS harder)
           Please! Just let me have this!
          Walter recoils, unable to take this. He relents.

           51.

                         

          INT. APARTMENT LIVING ROOM - ANOTHER DAY

          Another PHOTO OP, but big: A CAMERA CREW rushes about. Lights
          get set-up. Walter, Margaret, and Jane work at easels.
          Walter dabs at a Big Eye. Margaret works on a sad, long-neck
          blonde. Jane paints a goofy flower, like any child.
          Dick Nolan takes notes.

                          DICK
           So you're now called "The Painting
           Keanes"?

                          WALTER
           Yep! Walter and his girls! With
           galleries in three cities!

                          DICK
           I had no idea Margaret painted.

                          WALTER
           Yeah, we don't talk about it. Sadly,
           people don't buy lady art.

                          MARGARET

                          (INTERJECTING)
           What about Georgia O'Keefe?
          Dick shakes his EMPTY GLASS, distracted. Walter points.

                          WALTER
           The bar's over there.
          Dick goes to get a refill. Walter shoots Margaret a look.

                          WALTER
           Yeah, Margaret's a superb artist, in
           her own way. I even steal a few tips
           from her, now and then!

                          (HE CHUCKLES)
           Behind every great man is a great
           woman.

                          DICK
           True true. So Margaret, where do you
           get your ideas?

                          MARGARET
           (a bit tentative)
           Oh... from the world around me. And I
           love Modigliani's use of line.

                          DICK
           ModiWHAT? The Italian joint?

           52.

                         

                          WALTER
           Oh, for Christ's sake, Margaret! Dick
           writes a gossip column --

                          (BEAT)
           Let's stick to the family angle. Get
           a gander at little Janie over there!
          Walter steers Dick to Jane, cute at her little child's easel.

                          WALTER
           What a talent! Look at these Keanes!
           If you cut open our veins, we bleed
           oil! Er -- turpentine.

                          (AWKWARD)
           Uh, Dick, you know what I'm goin' for.
           Make it sound good.
          DING-DONG! It's the doorbell. Everyone turns.

                          JANE
           Who's that?

                          WALTER
           Ah! A little treat! The fourth
           member of the Painting Keanes!
          Margaret and Jane turn, confused. Walter whips open

          THE FRONT DOOR
          Revealing LILY, 10, a quiet girl in bobbed hair. She holds a
          little overnight bag.
          A Buick HONKS, and Walter waves as it drives away. Walter
          stares at the girl, then puts on big hammy airs.

                          WALTER
           Lily, honey, how are you?!
          He gives her a giant hug. She responds stiffly -- a girl who
          doesn't see her father too often.

                          LILY
           I'm fine, Dad. I lost a tooth.

                          WALTER
           Really? Did you get in a fight?

                          LILY

                          (SHE LAUGHS)
           No. It fell out!

          ANGLE - MARGARET AND JANE
          They gape in bewilderment. Who the hell is this girl??!

           53.

                         

          BACK ON WALTER AND LILY
          Walter admires Lily's mouth.

                          WALTER
           Well is the tooth fairy somethin' I
           gotta deal with, or did your mother
           already handle it?

                          LILY

                          (DRY)
           She handled it.

                          WALTER
           Good! Good good! Well, just go throw
           your stuff in the kids' room, then you
           can come join the fun!
          Lily toddles out.

          ON THE GROUP
          Margaret and Jane are speechless.
          Walter acts like nothing bizarre has happened.
          Dick eyeballs all this with major curiosity.

                          DICK
           Walter... you never told me you had
           another daughter.

                          WALTER
           Didn't I? Sure. Lil's from my first
           marriage.
          Margaret struggles to hold her rage. Disoriented...

                          MARGARET
           Walter?

                          (URGENT)
           Walter! We need to speak.
          Margaret gestures: Get in the kitchen! He nods and follows.

          INT. KITCHEN

          Margaret shuts the door, then spins on him.

                          MARGARET
           What is going on here??!

                          WALTER
           That's Lily. I'm sure I mentioned her --

                          MARGARET
           No you didn't.

           54.

                         
          Margaret peers at him. How much can she trust?

                          MARGARET
           Did she just move in??

                          WALTER
           No! Her mom's just going to Vegas for
           the weekend.

                          (BEAT)
           I'm supposed to have her once a month,
           but I don't make her mom enforce it.

          TIGHT - MARGARET
          Her head is spinning.

                          MARGARET
           How can you keep something so big a
           secret???

          TIGHT - WALTER
          He starts to answer... then gives her a look: You are kidding?
          Walter squirms defensively.

                          WALTER
           She's a sweet girl.

                          MARGARET

                          (HISSING)
           I'm sure she is.

                          WALTER
           I put up with your daughter. I never
           said a peep.
          Margaret's jaw drops.

                          MARGARET
           I'm gonna pretend you didn't say that.

                          WALTER
           I'm sorry. Sorry! Please... let's
           just try to get through this.

                          CUT TO:

          INT. JANE'S BEDROOM - NIGHT

          Jane's room, cute with stuffed animals and troll dolls.
          Lily is in the corner, awkwardly unpacking her bag. Trying
          not to impose on Jane's space. The girls peer at each other.

                          LILY
           Dad told me you had a bunk bed.

           55.

                         
          Jane shakes her head. She feels bad.

                          JANE
           Take the bed. I can sleep on the

                          FLOOR --

                          LILY
           No, that's not fair! The floor's fine
           for me.
          Jane smiles nervously. She stares at this new girl.

                          JANE
           Do you live far away?

                          LILY
           I guess... about a twenty minute drive.

                          JANE

                          (STARTLED)
           "Twenty minutes"?! That's close!
          Jane blinks, confused.

                          JANE
           But you never see Walter?

                          LILY
           No, I see him all the time! He comes
           up and visits every week.
          Jane is taken aback. Lily sees this.

                          LILY
           Doesn't he talk about me?

                          JANE

                          (LYING)
           Huh? Uh... sure. I guess a little.
          Jane thinks, fretting.

                          JANE
           Does he talk about me?

                          LILY

                          (LYING)
           Uh... yeah. Sometimes.

                          JANE

                          (PLEASED)
           So what's your mom like?

                          LILY
           She's pretty. She drives a Buick.
           She cries a lot.

           56.

                         

                          JANE
           Yeah, mine's the same.

                          (BEAT)
           Except she drives a Packard.
          Lily nods. Jane lowers her voice naughtily.

                          JANE
           I have some peanut butter hidden in my
           sock drawer. Do you wanna eat it?
          Lily smiles: Sure. Jane opens a drawer and removes a jar of
          Skippy. The two girls sit on the floor, happily eating the
          peanut butter with their fingers.

                          CUT TO:

          EXT. KEANE GALLERY - NIGHT

          Klieg lights streak the sky! A crazed CROWD is packed INSIDE.
          A big sign announces: "NOW APPEARING: AMERICA'S FIRST FAMILY
          OF ART - 'We paint truth and emotion.'"

          INT. KEANE GALLERY - NIGHT

          The place is filled with Big Eyes. Waifs waifs waifs! Cash
          registers RING. Money changes hands. "Sold" stickers go up.
          Walter works the room.

                          WALTER
           Yeah, Walter Keane and Gauguin have a
           lot in common. They both walked away
           from successful careers to travel the
           globe, live on a boat...
          We move... finding Margaret alone in a small ANNEX. It
          displays a few of her sad blondes, alongside Jane and Lily's
          paintings of flowers and Mr. Potato-Head. Margaret sits,
          seeming like an adult at the children's table.
          An urbane RICH MAN glides by... and is taken with one of
          Margaret's nubile blondes. He gazes at the lounging figure.
          Margaret sits up. Alert, pleased with his interest.
          She tingles. Then, happily excited, unable to hold it in:

                          MARGARET
           I painted it!

                          RICH MAN
           Really?

                          (IMPRESSED)
           It's very evocative. ...Sensual...
          He smiles flirtatiously. She smiles shyly and shrugs.

           57.

                         
          He steps forward -- then peers closer at the painting. The
          SIGNATURE is a feminine scroll: "MDH Keane"

                          RICH MAN
           "MDH"? You're so... mysterioso.

                          MARGARET
           Yes, we don't use my name, since
           people don't take women's art
           seriously.

                          (BEAT)
           "MDH" are my initials. And more! I'm
           interested in numerology... and as you
           know, seven is a very good number.

                          RICH MAN

                          (PUZZLED)
           Er... seven?

                          MARGARET
           Luckily, my maiden name is Margaret
           Doris Hawkins! "M" is the 13th letter
           of the alphabet, "D" is 4, "H" 8! If
           you add up 1 and 3 in 13, that gives
           you 4, making 4 plus 4 plus 8 equals
           16, then 1 plus 6 equals seven!
          The man's head is spinning. He's lost all interest.
          Across the room, Walter sees this debacle. He marches over.

                          WALTER
           Psst! Maggie! Can I have a second?
           (he PULLS HER ASIDE)
           Good grief! What the hell are you
           babbling about?! Long division??
           Could you please help the world and
           shut your mouth? You want just one
           number in his head: The sales price!
          Her face drops, hurt. Acquiescing.

                         WATCHING THIS
          Two SNOBBY ARTISTS smirk and GROAN at this scene.

                          SNOBBY ARTIST #1
           Two nuts that fell from the same tree!
           It's insufferable. Why are we
           starving, while they print money?

                          SNOBBY ARTIST #2
           Because that nut's a genius! He sells
           paintings! Then he sells pictures of
           the paintings! Then he sells postcards
           of pictures of the paintings.

           58.

                         
          They stare bitterly. Then, a terrible, shameful idea forms:

                          SNOBBY ARTIST #1
           I'll bet I could bang one out in ten
           minutes.

                          SNOBBY ARTIST #2
           It wouldn't have the dopey sincerity.

                          SNOBBY ARTIST #1
           The customers won't notice...
          They peer sheepishly at each other...

                          CUT TO:

          EXT. STORE WINDOW - DAY

          Ruben is walking past -- then stops, pained. A window display
          of Keane Big Eyes shares space with paintings of CUTESY
          KITTENS lapping up milk.
          We WIDEN, revealing a whole wall of rip-offs! All with odd
          anonymous signatures: "Gig." "Eve." "Igor." A cavalcade of

          WIDE-EYED ANIMALS AND KIDS... DANCING WITH GUITARS... DRESSED
          AS HOBOS... PLAYING IN PAJAMAS. But these children aren't
          sad. They're just... blank.
          Ruben gasps at the dead-eyed pictures.

                          RUBEN
           Christ. It's a movement.

                          CUT TO:

          INSERT - TELEVISION - FULL FRAME
          "The Tonight Show" opening CREDITS:

           ANNOUNCER (V.O.)
           It's "The Tonight Show!" With guests
           Jerry Lewis, the Everly Brothers,
           artists Walter and Margaret Keane --
          The CHANNEL CHANGES: A children's toy commercial (STOCK). A
          tear-streaked, crying plastic DOLL, a flagrant Waif rip-off:

           FEMALE ANNOUNCER (V.O.)
           She's "Little Miss No Name," the doll
           with the tear. From Hasbro.
          The CHANNEL CHANGES: Spanish TELEVISION. A Keane painting
          gets hung in Madrid's National Museum of Contemporary Art.

                          CUT TO:

           59.

                         

          INT. PAINTING ROOM - DAY

          The Margaret sweatshop is going full-blast. Canvases are
          everywhere: Melancholy MDH ladies. Woeful Keane kids. Even a
          portrait of Natalie Wood, copied from a photo. Margaret dips
          a tiny brush, quickly detailing the tear on a child's cheek...
          when the doorbell CHIMES.
          Hm? Margaret puts down her brush, wipes her hands, then
          hurries out. She opens the door... REVEALING THAT WE'RE IN A
          DIFFERENT HOUSE. A GIANT, PHENOMENAL 1960s EXTRAVAGANZA.

          INT. WOODSIDE HOUSE - SAME TIME

          Margaret runs across the marble floors, past the swooping,
          Modern lines of a California ranch... all-white furniture... a
          kidney-shaped pool glistening blue outside the glass... a cute
          TOY POODLE barking at the door.

                          MARGARET
           Rembrandt, shush!
          In the foyer, Margaret opens the front door. And standing
          there is Dee-Ann. Dazzled. She laughs with surprise.

                          DEE-ANN
           My God! I thought I misread the
           address.

                          MARGARET
           Yeah. That driveway is long.
           (she giggles, embarrassed)
           Honestly, I can't believe I live here.
          Dee-Ann glides in -- then freezes, agape.

                          DEE-ANN
           Whoa.

                          MARGARET
           I know! Two acres, a pool, five

                          BEDROOMS --

                          (PAUSE)
           Though I thought that was excessive,
           since there's only three of us here.

                          DEE-ANN
           Three? I thought there were four.

                          MARGARET
           What?

                          (CONFUSED; BEAT)
           Oh -- you mean Lily! No, she doesn't
           really live with us. That was just in
           the articles.

           60.

                         

                          DEE-ANN
           Crazy. A fake daughter...
          Dee-Ann's eyes take it all in. Astonished.

                          DEE-ANN
           It's been so long since I've seen you.

                          MARGARET
           I know. North Beach is 30 miles, but
           it might as well be 300...

                          DEE-ANN
           You're probably busy, hanging out with
           your new rich buddies.

                          (BARBED)
           "Kim Novak."

                          MARGARET
           Oh, please! She's Walter's friend.
           (a quiet shrug)
           He brings people by... the Beach Boys
           were here. But, it's pretty isolated.
          Dee-Ann goes silent. Margaret seems dwarfed by the house.

                          MARGARET
           Jane has nice friends. Sometimes I
           pick them up at the junior high, and
           we all get pizza.

                          (AWKWARD)
           But she's busy... Are you hungry?

                          DEE-ANN
           I'm thirsty.

                          MARGARET
           Good! I'll whip us up two gin fizzes.
          Margaret forces a smile and scurries behind a giant curved wet
          bar. She pulls out ingredients: Gin, lemon juice, soda...

                          MARGARET
           When we moved in, I thought a wet bar
           was extravagant... but it's surprising
           how much use you can get out of it.
          Dee-Ann watches the drinkmaking.

                          DEE-ANN
           How's Walter?

                          MARGARET
           He couldn't be happier. He has
           everything he ever dreamed of.

           61.

                         

                          DEE-ANN
           And so do you! Fabulous.
          Dee-Ann smiles archly. She glances away -- and notices
          Margaret's STUDIO, the door half-open.

                          DEE-ANN
           Oh, is that your studio?
          Margaret turns -- and gasps.

                          MARGARET
           No --! You can't go in --

                          DEE-ANN
           I just want a peek. See what the
           workspace of a wildly successful
           artist looks like --

                          MARGARET
           Dee-Ann, please! STOP --
          Margaret rushes to block her -- but Dee-Ann pushes open the
          door, revealing...

          INT. PAINTING ROOM

          A room full of MDHs and Keanes.
          Dee-Ann stops, puzzled. She glances at Margaret -- who has
          turned white as a ghost.
          Immensely curious, Dee-Ann slowly enters. She peers around at
          the two styles of paintings...
          A strained silence. Finally, Margaret whispers.

                          MARGARET
           W-Walter paints in here too.
          Hmm.
          Dee-Ann walks about, examining the canvases. Then, her gaze
          settles on the Big Eye that Margaret was working on.
          Below the easel is the wet brush on the open jar of paint.
          Margaret sucks in her breath. Dee-Ann sees this.

                          DEE-ANN
           Is Walter home??
          Margaret has no answer.
          The two friends look at each other... Dee-Ann waiting...
          wondering if Margaret is going to lie to her...

           62.

                         
          When..... SLAM!

                         WIDE
          Both women startle. FOOTSTEPS. Then... Walter strides in!
          Margaret's eyes pop.
          Walter's pop even bigger. He glares at the ladies.

                          WALTER
           What the hell's going on here?!!

                          MARGARET

                          (TIMID)
           Uh... Dee-Ann was just... she...
          Margaret trails off. Walter thinks, then SNAPS.

                          WALTER
           You KNOW I don't like anyone seeing my
           work before it's done!
          Walter rushes to the Waif, then for show grabs up the wet
          brush and quickly starts to "finish" the painting.
          Suddenly -- an odd expression crosses his face. He eyeballs
          the canvas, realizing he doesn't know what to do.
          A furtive glance. Then, unbowed, he hastily dips the brush
          and slaps a little black onto the shaded background.
          Walter spins, victorious.

                          WALTER
           There!

                          CUT TO:

          INT. LIVING ROOM - LATER

          The three sit silently, tension thick, sipping gin fizzes.
          Nobody speaks.
          Walter finishes his drink and pours a fresh one.

                          CUT TO:

          INT. FOYER - NIGHT

          They are drunk and SCREAMING. Walter pushes Dee-Ann out the
          door.

           63.

                         

                          WALTER
           You and your whole non-representational
           crowd are FRAUDS!!

                          DEE-ANN
           SHUT UP! You're so full of shit,
           Walter!

                          WALTER
           Get outta my house! My big house!

                          (LIVID)
           Go back to sellin' your coat hanger
           sculptures on Fisherman's Wharf!

                          DEE-ANN
           Fuck you!
          Dee-Ann staggers outside, then hops in her car.

                         OUTSIDE
          Dee-Ann GUNS the engine and squeals away. The car peels down
          the very long driveway.
          Margaret and Walter watch the car disappear into the distance.
          Without looking over, Walter speaks.

                          WALTER
           I don't want her ever invited here
           again.
          Margaret nods, terribly sad.

                          MARGARET
           I won't.

                          CUT TO:

          INT. MASTER BEDROOM - LATE NIGHT

          Margaret and Walter lie in bed, awake. Arms crossed.
          Unspeaking.

          EXT. WOODSIDE HOUSE - ANOTHER DAY

          Margaret and 13-YEAR-OLD JANE play on the lawn with the
          poodle. Jane laughs as the dog chases in circles.

                          JANE
           Go, Rembrandt! Get the ball!
          She tumbles, and Rembrandt licks her ear. She giggles.

                          MARGARET
           Okay, honey. I have to go work.

           64.

                         

                          JANE
           Can I come?
           (an awkward silence)
           No. I can never come. No! I
           shouldn't even ask.
          Jane glares glumly.
          Margaret peers hopelessly at her daughter... then goes inside.

          INT. WOODSIDE HOUSE

          Margaret strolls to her studio. WE SEE the poodle scampering
          behind her on its cute little legs. She enters the

          INT. PAINTING ROOM

          Margaret doesn't notice the tiny dog follow her in. She LOCKS
          the door, then turns -- surprised.

                          MARGARET
           Where did you appear from? Didn't you
           hear? No visitors!
          Rembrandt wags his tail, his little eyes bright. Margaret
          peers.

                          MARGARET
           Is this what it's come to? You're the
           only living soul I can tell my secret?
           (she lowers her voice)
           Well -- I painted them all!
           (she shudders with release)
           It's TRUE! I did every single one --
          She gestures, then catches sight of a Walter street scene.

                          MARGARET
           Well, every one except that street
           scene.

                          (BEAT)
           But I did the rest. Every Big Eye!
           And nobody will ever know. But YOU.
          Rembrandt pants and BARKS.
          Margaret chuckles, then goes to work. She pulls a CURTAIN
          across the sliding glass door. At her easel, she squirts a
          tube into a well and starts mixing colors.
          Rembrandt jumps on the couch.

                          MARGARET
           No you don't! It's nice to have
           company, but that sofa is new.
           (she pushes him off)
           Let's find you some carpet to lay on.

           65.

                         
          Margaret goes over to a CLOSET. Rembrandt follows, curious.

          IN THE CLOSET
          Margaret turns on the bare bulb inside. It's filled with old
          easels... cans... junk...

                          MARGARET
           I think there's a scrap back here...
          She rummages, sliding the junk aside. In back is a TATTERED

          WOODEN CRATE.
          Hm?

                          MARGARET
           Well what's this?
          Margaret swings the bulb closer. The crate is covered with
          SHIPPING INSTRUCTIONS and international markings.
          Margaret's interest is piqued. She tugs at the lid, pulling
          it off. Revealing inside a STACK OF STREET SCENE PAINTINGS.
          Ten or fifteen of Walter's canvases.
          Or so it seems.

          TIGHT - MARGARET
          She peers closer.

          TIGHT - THE PAINTINGS
          The top painting is a typical Parisian street scene: Cobble
          stones, a man carrying baguettes, an old lady selling roses...
          But down in the bottom corner is the signature: "S. CENIC"

          TIGHT - MARGARET
          She sucks in her breath, shocked. She examines the painting.
          Then, she hurriedly grabs the next canvas. It's another
          sunlit scene: A quaint Parisian cafe, a man playing accordian,
          and in the bottom right corner... the signature: "S. CENIC"
          WHAT?! Margaret grabs the next canvas. "S. CENIC"
          The next canvas.
          The next canvas!
          They all are signed "S. CENIC"
          Margaret starts hyperventilating.

           66.

                         
          She thinks, then suddenly bolts from the closet.

          INT. PAINTING ROOM

          Margaret races, rushing up to Walter's painted street scene,
          hung on the wall. We PUSH IN TIGHT, as she shoves her face up
          to the canvas, so close we can see the brushstrokes --
          As we MOVE IN TO THE SIGNATURE. Simply, "W. KEANE"
          Margaret's face is flushed. She gazes at the name... then
          rushes back to her work area. She manically hunts: Brushes,
          tubes, rags -- and an EXACTO KNIFE.
          Ah! She runs back to Walter's painting. Heart pounding, she
          grazes the knife up against the signature, then DIGS.
          And -- the "W. KEANE" flecks off. Revealing... underneath...
          the name "S. CENIC"

          CLOSEUP - MARGARET
          She trembles, overcome. Music SWELLS. Her eyes spin back --

          SERIES OF QUICK FLASHBACKS:
          Walter painting at the Palace of Fine Arts. His canvas is
          blank.
          Walter in the apartment, signing his name to a finished piece.
          Walter spattering paint on his clothes.
          Walter the day we met him. He shows off a rack of finished
          paintings at the Sunday Art Show.

          BACK ON MARGARET
          She collapses.

                          CUT TO:

          INT. WOODSIDE HOUSE - THAT EVENING

          A grandfather clock says 10:15. Margaret sits gloomily,
          staring at the clock. Clutching a drink.

                         LATER
          2:30 a.m. Margaret still stares at the clock. She's stewing.
          Suddenly, keys in the door. Walter swings in, tanked and full
          of life. He skids across the marble, humming to himself --
          when -- he's startled by his wife. He jerks.

           67.

                         

                          WALTER
           M-Maggie! What're you doin' up?
          Margaret glares. Not speaking. He shrugs.

                          WALTER
           I had a helluva night. Worked three
           or four clubs.
           (he winks, loosey-goosey)
           Stumbled onto some hot gossip: Madame
           Chiang Kai-shek is coming to town!
           Straight from Taipei! I think we
           should present her with a painting --
           get Dick to flack it...

                          (HE THINKS)
           Or the heck with Dick. I met a new
           guy at UPI...

                          MARGARET
           Maybe you should give her one of your
           street scenes.

                          WALTER

                          (HAZY)
           You think? I dunno -- I thought you
           could whip off a doodle of Chinatown.
           With a cute little kid, sort of a big-
           eyed slanty-eyed thing...
          Margaret's anger is raging. She glares, steely.

                          MARGARET
           No, Walter. She's a dignitary.
           Doesn't she deserve a piece that comes
           straight from you?

                          (SHARP)
           From your experience???

                          WALTER
           Yeah? Maybe you're right. She
           probably doesn't have a Parisian
           street scene hanging in her palace.
          Margaret nods, as if they've settled something. She turns to
          walk away -- then suddenly SPINS.

                          MARGARET
           Unless Madame Chiang Kai-shek already
           has a Cenic.

                         ON WALTER
          He freezes up.
          Suddenly sober, smacked to reality.

           68.

                         

                          WALTER
           "Cenic"...? Uh, what's that?
          Margaret stares, eyes sharp.

                          MARGARET
           Cenic is the name of the artist who
           did all your early paintings.

                          WALTER
           Huhhh?
           (spinning his lie)
           Urgh... oh! CENIC!
           (he laughs crazily)
           Cenic was my nickname in Paris! All
           my art school pals loved my scenic
           views, so they called me "Scenic"!
           But since those Frogs can't pronounce
           a hard "e," I became "Cenic."
          He looks up at her hopefully.
          But she shakes her head.

                          MARGARET
           The more you lie, the smaller you seem.

                          WALTER
           (unyielding, scrambling)
           How DARE you accuse me of lying! I'm
           proud of my early Cenics!

                          MARGARET
           Then why do you paint over the name?
          Walter gasps, floored.
          Margaret bores in.

                          MARGARET
           A bit of advice: Don't use a water-
           base over an oil. It flecks off.
          Walter cowers.

                          WALTER
           You sound crazy! For God's sake.
           You've... you've SEEN me paint!!!!

                          MARGARET
           No, I haven't.

                          (QUIET; STRONG)
           I always thought I had... but it's
           some kind of... mirage. From a
           distance you look like a painter, but
           up close... there's nothing there.

           69.

                         

          CLOSEUP - WALTER
          All life drains from his face. His eyes go glazed. He speaks
          mechanically. Tiredly...

                          WALTER
           I studied art in Paris. I went to
           school at the Beaux-Arts. The Grand
           Chaumiere. I spent hours in the
           Louvre, gazing at the greatness of the
           Masters...

                          MARGARET
           Walter?
          He turns. She winces, pained.

                          MARGARET
           Have you even been to Paris?
          Walter blanches. He shakes, broken up.
          He looks away, then staggers to a chair. He falls into it.
          Trembling. Not able to look her in the eye...

                          WALTER
           I wanted... I so wanted to be an
           artist. But -- it just never turned
           out good.
          Margaret stares, seething.
          Then, without comment, she storms away. She SLAMS the door
          shut. BANG!
          Walter doesn't move.

                          CUT TO:

          INT. KITCHEN - NEXT MORNING

          Margaret makes Jane breakfast, scrambling up eggs.
          Jane glances over her shoulder -- and notices Walter in the
          living room, asleep on the couch.
          An awkward pause. Jane says nothing.

          INT. MASTER BEDROOM - LATER

          Margaret is making the bed. Straightening the pillows.
          In the b.g., Walter silently creeps into view. Shamefully
          standing in the doorway. Not speaking...
          Margaret knows he's there, but doesn't acknowledge his
          presence. Finally, without making eye contact --

           70.

                         

                          MARGARET
           I don't want you sleeping in this room
           any longer. I -- I can't keep living
           these lies.

                          (SHARP)
           There's three extra bedrooms. Go pick
           one.
          He nods.

          INT. HOUSE - LATER

          Margaret sits, unmoving, trapped in the big house. Outside, a
          JAPANESE GARDENER trims the hedges.
          Margaret stares at the walls, a smothering Walter Hall of
          Fame: Framed magazine articles on Walter, smugly posed with
          the Waifs.
          She swallows, then gently opens a dresser drawer. Inside is
          an ORIGINAL WAIF from long ago. A small oil of Jane, when she
          was a toddler.
          Margaret stares... and then her face slowly crumbles.

          INT. PAINTING ROOM - DAY

          Margaret huddles with a SKETCHPAD. Rembrandt is at her feet.
          She's drawing. She looks up, as Walter anxiously enters.
          He's holding a drink. He clears his throat.

                          WALTER
           What are you working on?

                          MARGARET
           A new MDH. Something for me. It's
           about a woman trapped in an uncaring
           world. I call it, "Escape."
          Walter bites his lip, afraid to talk.

                          WALTER
           I figured out a solution to our
           problems.

                          MARGARET
           What?

                          WALTER
           Teach me.

                          (BEAT)
           Show me your tricks. Then you can
           pass off the Waifs, and we won't be
           lying anymore.
          She looks up in disbelief.

           71.

                         

                          MARGARET
           And then -- YOU'LL paint them?

                          WALTER
           Sure! Why not?

                          MARGARET

                          (OFFENDED)
           Walter, this isn't paint-by-numbers!
           You think it's easy?! It took me
           years to learn --

                          WALTER
           Y-you're right!

                          (SHEEPISH)
           But you know me! I'm a quick study.
           And I've got the basics...
          He trails off, unsure where this is going.
          Trying to rouse her, Walter rushes to an easel and throws up a
          blank canvas. She eyeballs him.

                          MARGARET
           If you knew the basics, you wouldn't
           be at the easel. You have to sketch
           it first!
          Walter tightens, feeling stupid. He lets go of the canvas.
          Margaret stares, deciding. Then, she tosses him a PAD.
          Walter catches it. Slowly, he crosses over...

          ANGLE - MARGARET AND WALTER
          They peer at each other, like a Mexican standoff. Then, he
          nervously picks up a pencil.

                          WALTER
           So...? What's first?

                          MARGARET
           I dunno. You tell me. You're the
           creator.
          He frowns.

                          WALTER
           It's a -- Keane.

                          MARGARET
           Oh, a Keane! How witty.

                          (SARCASTIC)
           You know, when we met all those years
           ago, I never would've imagined in my
           wildest dreams that one day --

           72.

                         

                          WALTER
           YEAH YEAH! Point taken. I'm standing
           here naked and humiliated in front of
           you. Look... can we just do a crying
           child?
          She gazes at him. Fingering her pencil...
          Trying to jump-start things, he starts to draw a circle --

                          MARGARET
           How old is the subject?

                          WALTER
           Huh? C'mon, it's a head --

                          MARGARET
           It matters! A young child's head is
           round. An older child's head is oval!
          He feels pressured. Hand shaking, he draws a crooked circle.

                          WALTER
           The child is this old!

                          (ANGRY)
           You're trying to make this difficult --

                          MARGARET
           NO I'M NOT! Every line is a decision!

                          (IMPASSIONED)
           It's easy to talk about art, but it's
           not easy to MAKE art!!

                          DISSOLVE TO:

          INT. PAINTING ROOM - MONTAGE:

          Margaret easily outlines a head, then two circles for eyes.
          Walter tries copying, but his eyes are misshapen.
          Again, Walter copies, but he's wobbly. Angry, he scratches it
          out.
          Margaret tries to help, guiding his hand. Insulted, he pushes
          her off. He CRUMPLES the page.
          NEW TACTIC: Walter grabs her sketch. He puts it on a LIGHT-
          TABLE. Despairing, he starts to trace it..

                         LATER
          Walter finally paints. We can't see the canvas, but he's very
          meticulous. His expression quite earnest. He adds a final
          flourish... and then... a flicker of pride crosses his face.
          He smiles.

           73.

                         
          We slowly MOVE AROUND... to REVEAL HIS PAINTING. And...
          it's... absolutely dreadful. Kindergarten quality.
          Walter stares.
          Then, he furtively glances at Margaret's work. Comparing...
          The realization slowly sinks in. He has no ability.
          A sadness swells into fury... and suddenly Walter GRABS HIS
          CANVAS and SMASHES IT AGAINST THE EASEL. CRASH!! The canvas
          SHREDS. The frame blasts into pieces!
          Walter spins. He glares at one of Margaret's finished
          Waifs... then explodes, even more enraged. HE PICKS UP

          MARGARET'S PAINTING AND STARTS TO SWING IT AT THE WALL --

           MARGARET (O.S.)
           Walter!!
          Huh? He lurches, startled.

          ACROSS THE ROOM
          Margaret stares him down.
          Sweaty, chest heaving, Walter staggers towards her. His face
          scowls, untamed. He clenches his fist, like he might attack

                         MARGARET --
          Then -- he SCREAMS and smashes her CANVAS. BAM!!! The
          painting RIPS apart. Walter KICKS his foot through the
          remains, then spins and charges from the room.

                          CUT TO:

          INT. KEANE GALLERY - DAY

          TOURIST FAMILIES mill about. Suddenly the door SLAMS open.
          Walter bolts in, wild-eyed. A bit deranged.
          The families gawk -- glancing from Walter to his photograph
          all over: "WALTER KEANE! THE WORLD'S TOP-SELLING ARTIST!"
          Walter ignores them. He rushes a buxom REDHEADED CLERK.

                          WALTER
           How's SALES?

                          REDHEAD CLERK
           Oh, you know. Mondays --
          Walter MUTTERS strangely. He snatches some paper and starts
          scribbling. Then he runs into the

           74.

                         

                         STORAGE ROOM
          Walter agitatedly paces, circling the stacks of PRINTS.

                          WALTER
           How many posters are back here?

                          REDHEAD CLERK
           Exactly? I dunno, 3,000 or --

                          WALTER
           Does the printer owe us more? Do we
           owe him??

                          REDHEAD CLERK
           Uh, let me --

                          WALTER
           What about the OILS?! Are there more
           at the warehouse?

                          REDHEAD CLERK
           Mr. Keane, I'd have to make a --

                          WALTER
           For the LOVE OF MUD! What am I PAYING
           you for?
          The girl freezes, rattled. Walter spins, flipping out.

                          WALTER
           Hypothetical question: If you were a
           man, would you marry Kim Novak or my
           wife?
          What?

                          WALTER
           Okay! Different question! If I got
           crippled and had to stop painting, how
           long before the gallery ran out of
           inventory and went belly up??

                          REDHEAD CLERK

                          (RATTLED)
           Do you want a glass of water, Mr.
           Keane?
          Walter sighs. His thoughts drift away...

                          WALTER
           What's it all mean? Why are we put on
           this earth? A 100 years from now,
           will people even know we existed...?

           75.

                         

                          REDHEAD CLERK

                          (UNCOMFORTABLE)
           I -- I don't understand. You'll
           always be famous. You were on the
           Jack Paar Show...
           (she glances away)
           Er, excuse me, sir.
          The girl hurries away, to ring up some customers.
          Walter silently watches. At the register, the Tourists buy a
          print. A "Madonna and Child," MDH-style.
          BAMMM! Walter's eyes bulge, like he's been stung.

                          WALTER
           It's not even mine! It's one of hers.
          Aching, he staggers off. Sweating, woozy, he sits at a table.
          Distracted, he glances down at a newspaper...

          INSERT - NEWSPAPER
          There's an article on the 1964 NEW YORK WORLD'S FAIR. A
          headline says "CONSTRUCTION RACES TOWARD APRIL OPENING"

          TIGHT - WALTER
          His eyes narrow, piqued. World's Fair??? He leans in...

                          CUT TO:

          INT. BISTRO - NIGHT

          A return to the charming bistro Margaret and Walter went to
          all those years ago, on their first date. The Maitre'd BEAMS.

                          MAITRE'D
           Ah! Monsieur and Madame Keane!
           Delighted! Always such an honor!
          ANGLE on the Keanes. They are sullen. At wit's end.

          AT THE TABLE - LATER
          They stiffly sit at their old table. He snarls, eyes black.

                          WALTER
           This doesn't change anything.

                          MARGARET
           (trying to hold her ground)
           I know the truth.

           76.

                         

                          WALTER
           Who cares?! This is all your fault!
           Maybe it's time to shake things up.
           Start puttin' my name on the MDH's.
          Margaret is astonished. A fury crosses her face.

                          MARGARET
           NO! Absolutely NOT!! I still hate
           myself for giving you the Waifs!

                          WALTER
           Quiet! Lower your voice --

                          MARGARET
           Oh, I'll talk as LOUD AS I WANT --

                          WALTER
           NO YOU WON'T! Or --

                          (FLAILING)
           I'll have you whacked!
          She jerks, flabbergasted.

                          MARGARET
           What??!

                          WALTER
           If you tell ANYONE, if you squeal,
           I'll take you out! I -- I know
           people. Remember Banducci's cousin?
           The liquor wholesaler?
          Pause. Margaret breaks into tears.

                          MARGARET
           You're threatening me...?! Fine, kill
           me! My God, I've kept our secret for
           years! I've never once --

                          (CRYING)
           Do you know what it's been like for
           me? I don't have any friends. I've
           lied to my own child...
          Margaret shudders, distraught. Mascara runs down her cheeks.
          Walter squirms, uneasy with this.

                          WALTER
           Christ, wipe your face! You look a
           mess.

                          (BEAT)
           It's life imitating art! A crying
           Keane!
          He hands her his handkerchief. She dabs at her eyes.
          A looming quiet.

           77.

                         

                          MARGARET
           What do you want, Walter? Everything
           with you is calculated. We're back
           where we had our first date...
          Walter's eyes widen.
          We MOVE IN TIGHT on them. He drops his voice. Dead serious.

                          WALTER
           Look, I don't deny I need you. You're
           the one with the gift.

                          (BEAT; HUSHED)
           Right now there's a shot... God, I'm
           shaking I'm so excited. The New York
           World's Fair. 70 million visitors.
           Opening day, I unveil my MASTERPIECE!
          She is flummoxed.

                          MARGARET
           What masterpiece?

                          WALTER
           Exactly! What have I been missing all
           this time?! Da Vinci has his Mona
           Lisa... Renoir has his Boatmen's
           Lunch... but where's my defining
           statement?

                          MARGARET
           You sound insane. Artists don't
           announce a masterpiece --

                          WALTER
           Why not?! Didn't Michelangelo know he
           was hittin' a homer, when he was on
           his back painting the Sistine Chapel?

                          MARGARET
           He worked on that for FOUR YEARS!

                          WALTER
           Posterity, baby...!!
          She empties her drink.

                          WALTER
           And here's the best part. It's for
           Unicef! Unicef is sponsoring the Hall
           of Education. Aw, we can finally give
           back to the children of the world!!
          Margaret stares, wavering...

                          CUT TO:

           78.

                         
          STOCK FOOTAGE: The 1964 WORLD'S FAIR READIES TO OPEN. Men on 109
          cranes hammer away. Fantastic, futuristic pavilions rise.
          The Hall of Education gets erected...

          INT. PAINTING ROOM - DAY

          ANGLE - An INSANELY BIG, BLANK CANVAS. It's 8 feet across,
          filling half the room. Margaret is in the throes of hastily
          creating the MASTERPIECE.
          Sketches are tacked everywhere. Margaret is chain smoking,
          sleep-deprived. The DESIGN is a staggering multiracial CROWD
          of children, mournful, extending to the horizon.
          Walter enters, silently scrutinizing.

                          MARGARET
           It's too big. Why'd you promise them
           Cinerama size?

                          WALTER
           Because it has to encompass all
           children. All races! One hundred
           stricken faces! Marching to infinity!
           The ultimate Walter Keane!

                          (BEAT)
           At least that's what I told Life
           Magazine.
          Margaret ignores this. Walter does a rehearsed turn.

                          WALTER
           Oh, a publisher says it's good timing
           to put out a coffee table book. You
           know, classy: "Tomorrow's Masters."

                          (AWKWARDLY "CASUAL")
           So they need my... uh, early
           portfolio. My artistic evolution...
          Margaret's eyes pop.
          That's it. We PUSH IN... as she struggles to contain her
          frustration. Suddenly -- she SNAPS.

                          MARGARET
           You're right! Where are your
           preliminary sketches?? All that time
           in art school, and somehow we waylaid
           your youthful experiments! The half-
           finished charcoals, the struggles...

                          WALTER
           (a bit off-balance)
           I know you're being sarcastic, but
           these are all good ideas. Berlin war
           orphans... early self-portraits...

           79.

                         
          Her eyes narrow.

                          MARGARET
           Get out of here. I'm trying to work.
          She brusquely spins away, back to the canvas.
          He shoots her an uncertain, dirty look. What just happened?

                          CUT TO:

          INT. HOUSE - NIGHT

          Teenage Jane wanders through the house. Shouting.

                          JANE
           Mom, what's for dinner?

                          (NO RESPONSE)
           Mom! Are you home...?
          Nothing. No sign of Margaret.
          Jane tries the door of the PAINTING ROOM. As always, it's
          locked. Hm... Jane sneakily glances around. Opportunity.
          Quickly, she stands on a chair and reaches above the door
          sill. She feels around... and finds a KEY.
          Ah! Hurriedly, Jane UNLOCKS the door and lets herself in.

          INT. PAINTING ROOM - SAME TIME

          The room is a madhouse of WAIFS. Jane takes it all in. Her
          face darkens.
          Then, heavy breathing. She turns. Margaret is asleep, curled
          up under the almost-finished Masterpiece. Jane leans in.
          Slowly, Margaret rouses -- then suddenly:

                          MARGARET
           W-what are you doing in here --?

                          (BLINKING; HALF-AWAKE)
           This is -- Walter's studio!

                          (DISCOMBOBULATED)
           You have to leave!
          Jane peers sadly at her mother.

                          JANE
           Mom... I know.

                          MARGARET
           Jane, you don't know anything!!
          Jane's face tightens. Insulted.

                          JANE
           I'm not a child anymore.

           80.

                         
          Angry, Jane runs out. Margaret stares after her -- completely
          remorseful. She knows she did the wrong thing.
          Suddenly, she runs after Jane and grabs her tightly.
          Overcome, Margaret starts weeping. Jane starts crying too.

                          CUT TO:

          INSERT - LIFE MAGAZINE
          A gargantuan spread. The LIFE ARTICLE is titled "The Man Who
          Paints Those Big Eyes." We PULL OUT...

          INT. NEW YORK TIMES - DAY

          Starchy John Canaday reads the article, gaping in utter
          disbelief. His desk says "JOHN CANADAY, SENIOR ART CRITIC."
          He also has Walter's BOOK, "Tomorrow's Masters Series." We
          WIDEN, revealing he's in the busy New York Times NEWSROOM.

                          CANADAY
           Four... five... SIX pages! Is there
           something here I'm missing?

                          (UPSET)
           He's like -- the Hula-Hoop! He just
           won't go away...!
          He flips a page -- then his jaw drops.

                          CANADAY
           "Will be unveiled in the Grand
           Pavilion of the Hall of Education...
           internationally celebrated artist has
           been selected... will represent the
           aspirations of children worldwide --"

                          (HE GASPS)
           Oh this is ABSURD!
          He GRABS for his phone.

          INT. WORLD'S FAIR HALL OF EDUCATION - DAY

          A panel flicks, and the huge empty space lights up. It's
          overwhelmingly cavernous, a bright, freshly-painted Space Age
          spectacular. Up high hangs The Masterpiece and its 100 kids.
          A sign says "TOMORROW FOREVER."
          Below, two tiny figures walk in: Canaday and an obtuse CIVIC
          LEADER. Canaday stares up in horror. Utterly stupefied.

                          CANADAY
           And WHO was on the selection committee?

                          CIVIC LEADER
           Oh! Well there wasn't a "committee,"
           per se. We just had a luncheon with
           me, Ed, Jerome, Jerome's wife...

                          (MORE)

           81.

           CIVIC LEADER (CONT'D)

                          (HE THINKS)
           Though technically, we didn't invite
           submissions. Mr. Keane just contacted
           us directly!
          Canaday reacts, smoldering.

          INT. NEW YORK MANSION - DAY

          A STRING QUARTET PLAYS at a GRAND PARTY. It's completely
          fabulous -- an old-money mansion filled with stuffy BLUE
          BLOODS, all tuxes and gowns.
          In the doorway appear Walter and Margaret. They're dressed to
          kill. Walter's radiant -- but Margaret looks like she's about
          to emotionally disintegrate. Suddenly, he WHISPERS.

                          WALTER
           Stop. Let us appreciate this moment.
           This is what we've worked toward our
           whole lives: Rarified air. Inside
           this house are the movers and shakers.
           Kennedys. Rockefellers.

                          (MISTY-EYED)
           Until today, we've always been on the
           outside, looking in. But when we
           enter... we will belong.

                          MARGARET
           I was happier selling paintings in the
           park.
          He gapes, appalled.

                          WALTER
           You are one crazy bitch.
          Walter spins and grandly enters. He grabs two CHAMPAGNES from
          a server.

                          WALTER
           So maybe you have problems with the
           choices we made... but -- c'mon!
           Wednesday, the World's Fair opens.
           Thursday, our book goes on sale!

                          MARGARET
           Friday, I file for divorce.

                          WALTER
           Aw, why are you always so miserable?

                          (IRRITATED)
           Well, I'm gonna enjoy my afternoon!
          The HOSTESS is a bejeweled dowager. Walter makes a beeline.

           82.

                         

                          WALTER
           Mrs. Teasdale! Walter Keane. I just
           want to thank you for hosting this
           absolutely enchanting soiree.
          Walter takes the woman's hand. She smiles stiffly, silently
          horrified. She glances around for help.
          She catches a SOCIETY MAN's eye, and he hurries over.

                          SOCIETY MAN
           Hey, Keane. Have you seen the Times?

                          WALTER
           Er, no. Honestly, I've been so busy
           all day preparing for this lovely --

                          SOCIETY MAN
           I think you should read the Times.
          The Man gestures. Perplexed, the Keanes follow him into a

          INT. DEN - SAME TIME

          The room looks like a hunting lodge. On the desk are all the
          DAILY PAPERS. Walter grabs the NEW YORK TIMES -- then gasps.

          INSERT - NEW YORK TIMES
          It's open to a reproduction of "Tomorrow Forever," above a
          scathing REVIEW.

                         THE KEANES
          stare, then turn pale.

          INSERT - REVIEW
          A BLIZZARD of WORDS assaults us:

                          "GROTESQUE" "APPALLING"

                          "TASTELESS"
           "Lowest common denominator"

          MARGARET AND WALTER'S
          faces drop, terribly hurt.

                          MARGARET
           How could anyone... say something so
           cruel?

           83.

                         

                          WALTER
           (a seething fury)
           What do YOU care?! That's MY name
           being dragged through the mud!
          Walter CRUSHES the newspaper. He spins on the guy.

                          WALTER
           Is he here?

                          SOCIETY MAN
           Er... yes. Which is perhaps why it
           would be best for everybody if you --
          Walter STORMS out. The guy futilely chases --

          INT. LIVING ROOM - SAME TIME

          Walter barrels in. The ROOMFUL OF GUESTS are all staring.

                          WALTER

           WHO WROTE THIS SHIT?
          People cower.
          Walter scans the crowd... and spots a cluster. Ah-hah! There
          is Canaday. Possessed, Walter strides over. Canaday stares,
          defiant. It's tense -- until he clears his throat.

                          CANADAY
           Mr. Keane, this is not the venue.
           Perhaps you'd like to write a letter
           to the editor.
          Walter's throat tightens. He steps right into the guy's face.
          Women GASP. Tension bristles -- like a fight's about to erupt.

                          WALTER
           What are you afraid of??

                          (MALEVOLENT)
           Just because people like my work, that
           means it's automatically bad??

                          CANADAY
           No. But that doesn't make it art
           either.
          Walter shudders. Canaday asserts himself.

                          CANADAY
           Art should elevate -- not pander!
           Particularly in a Hall of Education!

                          WALTER

                          (OFFENDED)
           You have no idea!

                          (MORE)

           84.

                          WALTER (CONT'D)
           Why does a man become a critic --??
           Because he can't create! You don't --

                          CANADAY
           Ugh! That moldy chestnut --

                          WALTER
           Don't interrupt! You don't know what
           it's like! To put your emotions out
           there, naked, for the world to see.

                          CANADAY
           What emotions?! It's synthetic hack
           work!
           (he loses it)
           Your "masterpiece" has an infinity of
           Keanes -- which just makes it an
           infinity of kitsch!
          Crazed, Walter grabs a FORK off the buffet.
          He lunges, like he's about to STAB Canaday!

                         WIDE
          Women SCREAM.
          A few MUSCULAR MEN start to break through, to help.

                         WALTER
          looks around -- then quivers, realizing he's out of control.
          Shamed, he slowly drops the fork.
          People breathe a sigh of relief.

                         MARGARET
          is mortified. This is all too awful. Silent, she watches
          Walter back out of the party...

                          CUT TO:

          INT. WORLD'S FAIR HALL OF EDUCATION - DAY

          "Tomorrow Forever" gets TAKEN DOWN. Burly WORKMEN slide the
          painting into a huge WOODEN BOX.

                         

                         

          INT. KEANE HOUSE - NIGHT

          The house is dark. Walter is raging, in an alcoholic fury.

           85.

                         

                          WALTER
           What's wrong with lowest common
           denominators?! That's what this
           country was built on!!
          He KNOCKS over a lamp. Crash!

                          WALTER
           I'm gonna sue EVERYBODY! I'll sue
           that pansy critic! And the World's
           Fair! And -- Unicef!

                          (CRAZED)
           Yeah! I'll take down Unicef, and all
           their precious little boxes of dimes!
          Walter RUSHES BY. In a dim alcove, we make out Margaret and
          Jane, huddled in the shadows.
          Jane looks up at her mother with wide, frightened eyes.
          Suddenly -- Walter LUNGES at them!
          They SCREAM, startled.

                          WALTER
           But I can't sue you, can I?
           (in Margaret's face)
           You were the ultimate betrayal! You
           FAILED me with that painting!
          Suddenly, he pulls out a BOOK OF MATCHES. He lights a MATCH
          and waves it sinisterly --

                          WALTER
           You crossed over from sentimentality
           to KITSCH!
          He THROWS the match at them.

                          JANE
           Ow!

                          MARGARET

           STOP IT!
          He lights ANOTHER MATCH.

                          WALTER
           You like making me look bad?? You
           enjoy people laughing at me??!
          He PUNCHES the wall, then tosses the match. Fwoosh!

                          MARGARET
           Walter!
          He throws ANOTHER MATCH.

           86.

                         

                         WIDE
          Margaret grabs Jane and starts running.
          They rush into the blackness.
          Walter squints woozily, then starts to CHASE --

          INT. HALLWAY

          The ladies run for their lives.
          Violent THUDS behind them!
          Something SMASHES.
          Margaret reaches the Painting Room. She YANKS Jane inside,
          then SLAMS the door!
          Walter staggers up.

                          WALTER

           LET ME IN!

          INSIDE THE PAINTING ROOM
          Margaret LOCKS the door. She backs away.

          INT. HALLWAY

          Walter tugs the door. He POUNDS it, crazed.

                          WALTER
           Lemme in, you BITCHES!!

          INSIDE THE PAINTING ROOM
          Margaret and Jane shudder.
          All around them, Big Eyes stare down from above.

          INT. HALLWAY

          In his haze, Walter remembers the hidden key. Raging, he
          drunkenly pulls over the chair, then stands on it.
          But he's too wobbly -- and falls.
          Bam!

                          WALTER
           Ow!

          INSIDE THE PAINTING ROOM
          Margaret hugs Jane.

           87.

                         

                          JANE
           Mom, what are we gonna do??!
          Margaret thinks.

          INT. HALLWAY

          Walter laughs crazily and lights another MATCH. It flickers.

                          WALTER
           You got all that paint and turpentine
           in there? Well I'm gonna burn you up!
          He pushes the lit match through the KEYHOLE.

                          WALTER
           You're gonna blow like an atom bomb!

          INSIDE THE PAINTING ROOM
          The match drops on the floor -- then goes out, harmless.
          That's it. Margaret makes a decision.

                          MARGARET
           We're leaving.
          Determined, Margaret runs to the curtained wall. She whips it
          aside -- revealing the sliding glass doors.

          INT. LIVING ROOM - MINUTES LATER

          Walter is lighting another match -- when he spins. Through
          rheumy eyes, HEADLIGHTS orbit across the front window.
          He peers, confused...

                          CUT TO:

          INT. CAR - DRIVING - NIGHT

          Margaret and Jane drive fast. Adrenaline pumping. Lights of
          the city flash across their faces.

                          MARGARET
           I'm sorry I wasn't the mother I could
           have been. I -- I should have done
           this years ago...

                          JANE
           But where are we going?

                          (FLUMMOXED)
           We don't even have any clothes!

           88.

                         

                          MARGARET
           Where we're going, we won't need much.

                          (LONG PAUSE)
           Hawaii.
          Jane freezes, not sure whether to believe.

                          JANE
           Really...?
          Margaret smiles softly. We slowly PUSH IN to her.

                          MARGARET
           Yes, Hawaii. Because it's paradise.
           There's flowers, and birds, and
           beautiful colors.

                          (GENTLE)
           And... we're going to make a new life
           for ourselves.

                          DISSOLVE TO:

          EXT. HAWAIIAN HOUSE - DAY

          Hawaii, paradise indeed. A dense, tropical forest of deep
          greens and giant blooming flowers.
          Margaret stands on the porch of her small, lovely house,
          breathing in the clean air. She looks lightened.
          In a clearing, Jane plays with some LOCAL TEENS.

          INT. HAWAIIAN HOUSE - SAME TIME

          The house is simple. In one light-filled corner is an EASEL.
          Margaret is painting Nature: Splaying ferns. Wild succulents.
          In the window, a BIRD flies by, its plumage a dazzling red.
          Margaret thinks -- then takes out a tube of RED PAINT. She
          starts to apply the vivid color onto her canvas...
          When -- a RINGING PHONE. Margaret reacts, startled.
          This is unexpected. And unsettling. It RINGS. RINGS.
          RINGS. Finally, she hurries to her one telephone, mounted on
          the kitchen wall. She slowly answers it.

                          MARGARET
           Hello?

           WALTER (O.S.)
           Maggie --?
          She freezes.

                          INTERCUT:

           89.

                         

          WALTER ON THE PHONE - WOODSIDE
          He is strangely controlled and forboding.

                          WALTER
           Boy, you were sure hard to track down.
           Thought I might never find you...
           (a menacing chuckle)
           I'm a little agitated. I got the
           strangest papers in the mail today.
          Margaret tries to stay cool.

                          MARGARET
           It's a decree of legal separation. I
           would appreciate if you signed it.

                          WALTER
           Aren't you acting too rash?

                          MARGARET
           Walter, our marriage is over.

                          WALTER
           Granted, our romance may have seen its
           better days. The bloom is off the
           rose.

                          (BEAT)
           But I'm looking out for both of us.
           What about Keane Incorporated?! We're
           a professional couple. Like Roy
           Rogers and Dale Evans.

                          MARGARET
           Walter, I want a divorce.

                          WALTER
           Whew. It hurts to hear you say those
           words.
          Silence. He is feigning "hurt feelings." Struggling for a
          response. Finally, his thoughts sharpen up, smart and shrewd.

                          WALTER
           I sure hate that it's come to this.

                          (BEAT)
           Well... I SUPPOSE I can agree to a
           split -- as long... as you assign me
           all rights to every painting ever
           produced.

                          MARGARET
           If that's the price.

                          WALTER
           Really?!

           90.

                         
          Walter is surprised. Greedy, calculating, he wonders if he
          can push her further...

                          WALTER
           Uh -- okay. And... then, we have to
           consider future revenue stream.

                          MARGARET
           My God, Walter! How much more money
           do you need?

                          WALTER
           It's -- the marketplace! I gotta stay
           fresh. Surely you understand?

                          (DEADLY)
           You want me out of your life, here's
           my term: You'll have to paint me 100
           more waifs. 100 more Walter Keanes!
          Margaret's face drops, pained. But she doesn't object.

                          CUT TO:

          EXT. HAWAIIAN HOUSE - DAY

          Margaret loads BUNDLED, WRAPPED PAINTINGS into a dusty pickup
          truck. Jane comes running by, barefoot.

                          MARGARET
           Would you like to go into town? I'm
           stopping by the post office.

                          JANE
           No, I'm gonna surf with the gang.
          Margaret tightens up.

                          MARGARET
           Your friends are a bit... wild.

                          JANE

                          (SHE SNAPS)
           Loosen up, Mom! You're impossible!
           You move me all the way to Hawaii.
           Then I actually make some friends, and
           all you do is complain about them.

                          (CUTTING)
           Maybe you need to make some.

                          MARGARET
           Y-you know I can't have people over to
           the house.

                          JANE
           That's right! Or they'd see the
           precious paintings!!

           91.

                         
          Margaret has no response. Jane runs off.

          INT. HAWAIIAN HOUSE - DAY

          Margaret is alone, pouring a drink. She mixes in some ice --
          then sees something odd.

          OUTSIDE THE WINDOW
          Coming down the long driveway are two FIGURES. Two small
          WOMEN, patiently walking toward the isolated house.
          Margaret stares, puzzled. The women come closer. They are
          Asian, dressed in formal dresses. Curious, Margaret creeps
          over, spying on them...
          They walk up and ring the bell. DING-DONG! An unsure beat...
          then Margaret opens the door. The ladies smile politely.

                          ASIAN LADY #1
           Hello. We're visiting everyone in
           this neighborhood with an important
           message. No doubt you're busy, so
           we'll be brief.
          Huh?
          Margaret stares at them deadpan, highball in her hand.

                          ASIAN LADY #2
           We have something to share with you
           about the wonderful things that God's
           Kingdom will do for mankind.
          Margaret's face darkens.

                          MARGARET
           I'm not interested.
          She starts to close the door... but they continue.

                          ASIAN LADY #1
           Do you mean that you are not
           interested in the Bible, or in
           religion in general?

                          MARGARET
           I'm not interested in whatever you're
           selling.
          The lady glances at Margaret's glass. She smiles gently.

                          ASIAN LADY #2
           But we're not selling anything. We're
           just here to share the good news.

           92.

                         

                          MARGARET

                          (DOUR)
           From where I'm standing, I don't see
           much good anywhere. Just a lot of
           pride, and thievery, and people
           treating each other poorly.

                          ASIAN LADY #2
           Yes! Exactly! That is the good news!
          What? Margaret is lost. The ladies grab the opening.

                          ASIAN LADY #1
           Bad things in the world are a sign.
           They show us that earthly Paradise is
           at hand.

                          ASIAN LADY #2
           Do you know what it says in Timothy

           3:1-5?
           (she pulls out a BIBLE and
           quickly thumbs to a page)
           "In the last days, critical times hard
           to deal with will be here. For men
           will be lovers of themselves. Lovers
           of money. Self-assuming, haughty,
           blasphemers, disobedient --"

                          MARGARET
           Sounds like my ex-husband.
          Margaret laughs. Surprised, the women laugh, too.
          Margaret peers at them. At their Bible.

                          MARGARET
           Would you like to come in?

                          CUT TO:

                         LATER
          The three women sit. Margaret gazes...

                          MARGARET
           It's been so long since I've been
           happy. But, I don't even know why I'm
           telling you... two complete strangers.

                          ASIAN LADY #1
           It's our mission to comfort those in
           mourning. Jehovah wants us to help
           the brokenhearted.

                          MARGARET
           So you're -- Jehovah's Witnesses?

           93.

                         
          The ladies nod.
          Margaret thinks.

                          MARGARET
           I've explored so many religions. But
           they all had their flaws...

                          ASIAN LADY #2
           Then they're wrong for you. Read your
           Bible -- you might be surprised by the
           answers it gives.

                          (GENTLE)
           Margaret, you can't go down a path
           unless you know, in your heart, it's
           the right one.

                          MARGARET
           And how do you know...?

                          ASIAN LADY #2

                          (SHE SMILES)
           Because our beliefs are supported by
           the Scriptures. Jehovah is the God of
           truth.
          Beat.
          Margaret glances over at a half-completed "Keane" on the
          easel. A strange pause.

                          MARGARET
           What does that mean, exactly?

                          ASIAN LADY #2

                          (EMPHATIC)
           Honesty leads to self-respect. A
           feeling of well-being.
          Margaret is piqued. Her eyes widen. Like a Keane.

                          CUT TO:

          INT. HAWAIIAN HOUSE - NIGHT

          Margaret is enthralled, avidly perusing a happy-looking
          booklet, "The Truth That Leads to Eternal Life."

                          MARGARET
           It says here a worshiper of Jehovah
           must be honest in all things.
          Jane snorts.

                          JANE
           I just can't believe you let people in
           the house.

           94.

                         

                          MARGARET
           I have nothing to hide!

                          (TORRID)
           It also says no lies. "Speak truth.
           Let the stealer steal no more."
          Margaret and Jane lock eyes.

                          CUT TO:

          INT. WOODSIDE HOUSE - DAY

          Loud JAZZ plays. Back home, Walter is living a Man's, Man's
          World. He's partying, drinking and dancing with two cute
          HIPPIE CHICKS in bikinis.
          The place is like a WAREHOUSE, Keane PRINTS stacked everywhere.

                          HIPPIE CHICK
           Shit, this is crazy! All these
           copies... you're like Warhol!

                          WALTER
           Nah, Warhol's like me. That fruitfly
           stole my act! "The Factory"? I had a
           factory before he had a soup can!
          The girls scrunch their faces, lost.
          Then -- DING-DONG! Walter peeks out the window, then grins.

                          WALTER
           Ah! It's my art supplies.

          INT. PAINTING ROOM - SECONDS LATER

          Alone, Walter eagerly pries open a GIANT CRATE. He pulls out
          padding. Wadded Honolulu newspapers. Then... a PAINTING.
          Ah! A new WAIF, surrounded by colorful tropical plants.
          Walter smiles triumphantly -- until -- his happiness melts
          into confusion. Then horror.
          We ZOOM INTO the painting's SIGNATURE. It says "MDH Keane."
          Walter freaks.

                          WALTER

           AAAGGGGHH!

                          CUT TO:

          INT. HAWAIIAN KINGDOM HALL - DAY

          The JEHOVAH'S WITNESSES sing a joyous, high-spirited PSALM:

           95.

                         

                          JEHOVAH'S WITNESSES
           "Tremble not before your foe,
           Let all lovers of truth know!
           That my reigning Son, Christ Jesus,
           From the heav'ns has cast the foe.
           Soon will bind the Devil, Satan,
           Letting all his victims go!"
          Margaret and Jane are singing happily.

          INT. HAWAIIAN HOUSE - DAY

          Margaret pours her liquor down the sink.
          Margaret tosses her cigarettes in the trash.
          Margaret swells, feeling a burst of power. Then a VOICE:

           D.J. (O.S.)
           Oh yeah! We got a special guest
           today. A world-famous celebrity who
           just called up and asked to come in..!

          INT. RADIO BOOTH - DAY

          Angle on BIG LOLO, a gregarious Hawaiian D.J. in headphones.

           D.J.
           She's malihini! Moved to the islands
           a couple months ago... so let's give a
           big aloha to Margaret Keane!
          He pops in a cart. Canned APPLAUSE plays. We reveal across
          from him... Margaret. He grins.

           D.J.
           So is it true your husband Walter is
           the top-selling painter in the world?
          We SLOWLY PUSH IN to her. Tentative, she speaks.

                          MARGARET
           No... Big Lolo. Everything you just
           said is false.
          Margaret takes a deep breath. Working up her courage.

                          MARGARET
           One: Walter is no longer my husband.
           (a long pause)
           And Two: He's not... a painter.
          Margaret exhales.
          The D.J. is confused. He checks his notes.

           96.

                         

           D.J.
           But, am I... mixed-up? Ain't he the
           guy who does the crazy eyes?

                          MARGARET
           No. Though he's been taking credit
           for ten years.

                          (STRONG)
           I'm the only painter in the family.
          Margaret slowly smiles.
          And then... a calmness comes over her. Like a cloud has
          lifted.

          INT. RADIO STATION HALLWAY - DAY

          Margaret and Jane walk away. Jane beams proudly, then gives
          her mother a warm hug.
          Then -- LOUD CLICKING:

                          CUT TO:

          INT. NEW YORK TIMES - DAY

          John Canaday stands over a WIRE SERVICE TELETYPE MACHINE. He
          stares at a printout, incredulous.

                          CANADAY
           You have got to be kidding!

          INT. CHINESE RESTAURANT - DAY

          TIGHT - The San Francisco Examiner. A small headline says

          "EYE DID IT! CLAIMS WIFE"
          We PULL OUT, revealing Dee-Ann. She grins in disbelief.

                          DEE-ANN
           I knew it!!!

          INT. SAN FRANCISCO EXAMINER - DICK'S CUBICLE - DAY

          Dick Nolan reads the article -- and SPITS UP his martini.

          INT. HUNGRY I - DAY

          Banducci CACKLES, terribly amused.

          INT. ART GALLERY - DAY

          Ruben SHRIEKS at the article.

                          RUBEN
           Who would WANT credit?!

           97.

                         

          INT. COFFEE SHOP - DAY

          Walter sits in his favorite haunt, eating lunch and reading a
          NEWSPAPER. Suddenly -- he GASPS.

                          WALTER
           Holy mother of GOD!
          Walter JERKS UP -- feral -- like an animal sensing danger.
          He whirls and looks around. Paranoia ratcheting. Is
          everybody staring at him? Walter starts shaking in horror.
          Then -- he jumps and BOLTS OUT.

          INT. BAR - NIGHT

          Walter sits with Dick. Walter's desperate, sweaty.

                          WALTER
           Margaret's gone berserk! You gotta
           help me! I need a story, a wire story
           -- national! -- to calm things down.
          Dick peers shrewdly.

                          DICK
           I don't know... Walter. What she has
           said is pretty inflammatory.

                          WALTER
           But it's nuts! It doesn't even make
           sense. When I was studying art at the
           Beaux Arts in Paris, she was still a
           kid in Tennessee!
          Dick reacts. Walter whips out the "Tomorrow's Master's" BOOK.

                          WALTER
           Look! These are my early sketches.
           (he flips pages, like a

                          MAGICIAN)
           See?! Berlin orphans, 1946!

                          DICK

                          (PIQUED)
           But... how could she...

                          WALTER
           Exactly! It's impossible! We didn't
           meet for another nine years! After
           she busted her first marriage.

                          (HE SHRUGS)
           Hell, she busted OUR marriage!
           Sleeping around with whatever trash
           she could find!!
          Dick's head is spinning.

           98.

                         

                          DICK
           I-I, but... why would Maggie do this?

                          WALTER
           She's unhinged! She left me and moved
           into the jungle. She fell in with a
           bunch of religious zealots:

                          (WHISPERING)
           Jehovah's Witnesses.

                          DICK
           I really don't know much about them...

                          WALTER
           Oh! These people are gone! Solid
           gone! They don't celebrate Christmas,
           they can't salute the flag... they
           won't even let Janie go to the prom!
          Dick is startled.

          INT. HAWAIIAN HOUSE - DAY

          Margaret sits with a GROUP of her Witness friends. She is
          sorrowful. Confused. Clutching ASSORTED NEWSPAPERS.

                          MARGARET
           He made me sound crazy!!

                          ASIAN LADY #2
           Just rise above it.

                          MARGARET
           But how can I?! He claims I copied
           HIM! That he taught ME how to paint!
           (reading the NEWSPAPER)
           "She used a slide projector to trace
           my work and fill in the colors."

                          ASIAN LADY #1
           And which part of that is untrue?

                          MARGARET

           ALL OF IT!

                          (IMPASSIONED)
           When I finally told the truth, I felt
           good about myself for the first time
           in years!! I'm not going to let him
           take that away.
          Nobody is sure what to say. Until -- Jane pipes up:

                          JANE
           Hey. Is Jehovah okay with suing??

                          CUT TO:

           99.

                         

          EXT. HONOLULU FEDERAL COURTHOUSE - DAY

          The mighty courtroom steps are SWARMING WITH PEOPLE. It's a
          circus. LOCAL TV NEWS CREWS do standups:

                          REPORTER #1
           Seventeen million dollars!

                          (BEAT)
           The art world is abuzz! Is it
           possible that the decade's top-selling
           painter can't even paint??!

                          REPORTER #2
           Or is Mrs. Keane simply a bitter ex-
           wife, trying to steal her husband's
           fame and fortune?

                          (BEAT)
           Today in Federal Court, lawyers
           present their opening arguments in the
           case of Margaret Keane vs. Walter
           Keane and Gannett Newspapers. A trial
           that could produce the largest libel
           and slander award in Hawaiian history.
          Margaret, Jane, Margaret's LAWYER, and her FRIENDS walk up.
          Margaret glances over -- and spots FEMINIST SUPPORTERS smiling
          at her. They hold up signs: "Stand Up and Be Counted!"
          Margaret is bewildered. She hurries in.

          AT THE CURB
          Walter and a POSSE OF LAWYERS exit a towncar. The REPORTERS
          charge over, as Walter puts on a confident face.

                          REPORTER #1
           Mr. Keane! Are you at all concerned
           about the charges?

                          WALTER
           I'm angry as hell! But I'm lucky to
           have the mighty Gannett News Company
           watching my back. I expect to have
           this whole trial dismissed by noon.

                          (BEAT)
           Truthfully, my only concern is that
           somebody get this woman some
           psychiatric care. She needs it!

                          CUT TO:

          INT. FEDERAL COURTROOM - LATER

          The EIGHT JURORS watch attentively. Walter sits with the
          table of slick Gannett lawyers. The lead lawyer stands in
          front of the irritable Chinese JUDGE.

           100.

                         

                          GANNETT LAWYER
           Margaret Keane is a public figure.
           And as such, she has to prove that our
           newspapers published statements, aware
           of probable falsity.

                          (BEAT)
           But there is no evidence that our
           editors could have known that the
           assertions were untrue.

                          (BEAT)
           We would like to submit 692 articles
           and interviews in which Mrs. Keane
           credits Mr. Keane as the painter of
           the so-called "big eye" children.
          His Associate hands two massive bound PILES OF NEWSPAPERS AND
          MAGAZINES to the BAILIFF.
          Margaret winces.
          Walter grins, eating it up.
          The Judge stares sourly at the piles.

                          JUDGE
           How many years back do these go?

                          GANNETT LAWYER
           Mrs. Keane has been making these
           statements since 1958.
          Beat.

                          JUDGE
           This is a very strange case. These
           paintings hang in museums all over the
           world, attributed to Mr. Keane. And
           regardless of the truth, Mrs. Keane
           has contributed immeasurably to the
           confusion...
          The Judge stares off... then makes a decision.

                          JUDGE
           It seems impossible that Gannett's
           actions would ever meet the legal
           standard for libel. So -- the charge
           against them is dismissed.

                         WIDE
          The Lawyer smiles, relieved.

                          GANNETT LAWYER
           Thank you, Your Honor!

           101.

                         
          Walter peers, comprehending... and then, a realization slowly
          kicks in. His face turns to horror.
          The Lawyer nods humbly, then spins away. He smirks at Walter.

                          GANNETT LAWYER
           Good luck, Keane.

          AT THE DEFENSE TABLE
          The ENTIRE LEGAL TEAM jumps up and begins packing their
          briefcases.
          Walter sputters in astonishment.

                          WALTER
           "Good luck"? W-where the hell are you
           going?!

                          GANNETT LAWYER
           We were charged with libel. You're
           charged with slander.

                          (BLASE)
           Just dance your way out of it.
          The Lawyers file out, leaving Walter alone at the table.
          He looks very small and pale. The Judge peers quizzically.

                          JUDGE
           Mr. Keane, you appear to be without
           counsel. Would you like a
           postponement, in order to get your
           affairs in order?
          Walter glances over at Margaret. She stifles a laugh.
          He glares daggers. Then, cocksure, foolhardy, he jumps to his
          feet.

                          WALTER
           I've always taken care of myself, Your
           Honor. And I don't need a bunch of
           rent-a-suits to defend my good name!

                          (BEAT)
           Let's PROCEED!

                          CUT TO:

          INSERT - WIRE SERVICE TELETYPE MACHINE
          Words type out: "AP - HONOLULU - KEANE TRIAL TAKES STARTLING

                         TURN"

           102.

                         

          INSERT - ANOTHER WIRE SERVICE MACHINE
          More words type out: "UPI - HONOLULU - HE'S A PAINTER... AND A

          LAWYER?"

          INT. DICK NOLAN'S OFFICE - DAY

          Dick frantically types at his typewriter.

           DICK (V.O.)
           I'm concerned about my old pal Walter
           Keane. The Hawaiian heat may have
           cooked his brain! The only thing he
           knows about courtrooms and lawyers
           comes from watching Perry Mason on
           television!

                          CUT TO:

          INT. COURTROOM - LATER

          Walter stands down front. Like a Broadway star, center-stage.

                          WALTER
           I'm the sole creator of my art. This
           is my total life. My contribution to
           the world --

                          JUDGE
           Mr. KEANE! I've told you, you must
           ask the witness questions! If you're
           acting as your own attorney, you
           cannot make statements at this time.

                          WALTER
           Oh. Right! Ah, sorry, Your Honor.

                          (BEAT)
           It's hard to keep this all straight...
          Walter gathers his thoughts -- then turns to the WITNESS
          STAND. Sitting in it... is Margaret.

                          WALTER
           Mrs. Keane. It seems impossible that
           you'd expect anybody to swallow your
           fantastic story --

                          JUDGE

           MR. KEANE!!
          Walter grimaces. He tries again, choosing his words.

                          WALTER
           Mrs. Keane. You seem like a lucid
           woman. Reasonably intelligent... So
           how could you possibly have gone along
           with such a far-out scheme?

           103.

                         
          We slowly MOVE IN ON MARGARET.
          This is her moment. And then -- quietly, she speaks.

                          MARGARET
           I was forced into it. You had --
          She stops, bothered by this awkwardness. She looks away from
          Walter, to the Jury instead.

                          MARGARET
           He had me dominated. He would rant
           and rave if I didn't do what he
           wanted. I was afraid. I didn't see
           any option, so I went along. I felt
           very bad...

                          WALTER
           (like a TV lawyer)
           I want to remind you you are under
           oath.
          The Judge SLAMS his fists down, enraged. Walter jumps.

                          WALTER
           S-sorry.
          Margaret turns back to the Jury.

                          MARGARET
           I just gave in. I allowed him to take
           credit for the big eyes. They
           reflected all my feelings... and... it
           was like losing a child...

                          (SHE SIGHS)
           I was weak. I didn't feel I could
           leave and support myself and my
           daughter. He said nobody would buy
           the paintings without his personality.

                          (SOFT)
           Maybe he was right...

                          (TO WALTER)
           You were very talented at being
           charming. You were a genius at
           salesmanship and promotion.

                          WALTER
           Hm! It sounds like you've described
           two different men. One a sadistic
           ogre... and the other a delightful bon
           vivant.
          Margaret stares him in the eyes.

                          MARGARET
           That's you, Walter. Jekyll and Hyde.

           104.

                         

                          WALTER
           What an outrageous statement! I
           demand we strike that from the record!

                          JUDGE
           (he SLAMS his fist)
           Overruled!!

                          MARGARET
           (she loses her temper)
           No! You're outrageous! Constantly
           criticizing! Wearing me down! Saying
           I'd be "knocked off" if I ever told
           the truth!!
          The Jury GASPS.
          Walter throws out his hands.

                          WALTER
           Your HONOR! I ask for a mistrial!
          Both Keanes starts QUARRELING. The Judge STANDS.

                          JUDGE
           HEY! This is not a domestic squabble!
           Or -- maybe it is. But the rest of us
           have no interest in watching you two
           go at it.
          Walter calms himself, contrite.

                          WALTER
           I'm sorry for the emotions. I'm an
           artist.
          The Judge stares harshly.

                          JUDGE
           Maybe.

          IN THE BACK OF THE COURTROOM
          Two SKETCH ARTISTS are busy, drawing the trial. One guy pokes
          the other one, to show off his work.
          His SKETCH is a typical courtroom drawing, except everyone is
          drawn with big ridiculous Keane eyes.
          The second guy GIGGLES. His buddy grins, then quickly erases
          the silly eyes before anyone sees it.

                          CUT TO:

          INT. COURTROOM - LATER

          Margaret is back at the litigant's table, with her lawyer.

           105.

                         
          Walter stands, at his table. He shouts out.

                          WALTER
           I call as my witness... Mr. Walter
           Stanley Keane!
          A strange beat. The Jurors glance at each other.
          Walter reacts, like he just heard his name. He strides
          jauntily over to the witness stand.
          The BAILIFF gives the Judge a weird look. Then, he pulls out
          a Bible. Walter slaps down his hand.

                          BAILIFF
           Do you swear to the tell the truth,
           the whole truth, and nothing but the
           truth, so help you God?

                          WALTER

           YESSS!
          Walter bounces out, a bit manic. He runs back to his lawyer
          table, then spins to address the empty witness stand.

                          WALTER
           Mr. Keane. There has been a lot of
           innuendo and contradictory testimony
           about the genesis of the "big-eyed
           waifs." Would you mind clarifying to
           this court, once and for all, who
           spawned these paintings?
          Walter sprints back into the witness stand. He sits, then
          reacts coyly, as if he's surprised.

                          WALTER
           Why -- I created the children.
          Walter starts to stand again -- but the Judge SLAMS his bench.

                          JUDGE
           The choreography is not necessary.
           Just sit down and testify.
          Oh. Walter sits, then gathers his thoughts...
          We slowly PUSH IN. He smiles, wistfully...

                          WALTER
           I've had a wonderful life. I've been
           an artist, a world traveler, a friend
           of untold celebrities...
           (he gets misty-eyed)
           But when I look back at it all, when I
           peer into my heart and define what
           mattered...

                          (MORE)

           106.

                          WALTER (CONT'D)
           it is that I was dedicated to the
           hungry children of the world.

                          (GENUINE)
           It all began in Berlin. After World
           War II...

                          DISSOLVE TO:

                         LATER

                          WALTER
           ...the orphans were clutching the
           barbed wire. Their bodies lacerated,
           their fingers scrawny, their eyes big
           and helpless. Imploring me, begging
           me... "Do something!"

                          (HUSHED)
           "Do something."

                          DISSOLVE TO:

                         LATER

                          WALTER
           ...and then Miss Joan Crawford walked
           up to me...

                         LATER

                          WALTER
           ...Kim Novak...

                         LATER

                          WALTER
           ...Liberace...

                         LATER

                          WALTER
           ...Wayne Newton...

                         LATER

                          WALTER
           Miss Natalie Wood walked up and said,
           "That is the greatest single painting
           I have ever seen in my entire life."
          The Judge is bored out of his mind.

                         LATER

                          WALTER
           I was born in a small town. My father
           made upholstery for the automobile

                          INDUSTRY --

           107.

                         

                          JUDGE
           You're done.
          Walter stops, surprised.

                          WALTER
           B-but, I'm not finished --

                          JUDGE
           Actually, you are!
           (he blows his stack)
           I cannot stomach one more wild tangent
           or shaggy dog tale. You're not
           testifying -- you're filibustering!
           The Federal Courts are overburdened
           enough, without your docket-clogging
           nonsense.

                          (BEAT)
           We can stay here until we grow old and
           die... but it's obvious that this case
           boils down to your word versus Mrs.
           Keane's word.

                          WALTER

                          (HOPEFUL)
           So... mistrial?

                          JUDGE
           NO! It's not a mistrial!! In my
           opinion, there's only one way to clear
           up this thicket. You are both going
           to paint.
          Walter gasps, stunned. All color drains from his face.

          ANGLE - MARGARET
          Her face lights up. She slowly breaks into a satisfied smile.

                          CUT TO:

          INT. COURTROOM - LATER

          The doors SLAM open. The Bailiff leads in a crew of COURT
          DEPUTIES, all carrying ART SUPPLIES: Easels, brushes, paint...

                          BAILIFF
           Awright, bring those easels down.
           Careful, don't bump anything... watch
           it with those paint cans, I got some
           newspaper on the floor down front...
          The Jury is fascinated.
          Margaret watches, quite eager. In the gallery, Jane grins.
          But Walter is horrified. Trying not to tremble.

           108.

                         

                         DOWN FRONT
          The Bailiff directs the deputies, setting up TWO EASELS, back
          to back. On each easel is placed a small square canvas.
          The Judge addresses the room.

                          JUDGE
           Now, I'm not looking for a
           masterpiece. I don't know much about
           these things -- I'm a jurist, not an
           art critic -- but, is one hour enough?
          Margaret nods: Sure.
          Shaking, Walter barely moves his head.

                          JUDGE
           Okay then. You've both been provided
           with identical supplies... so --
           without any further business... Mrs.
           Keane, Mr. Keane, the court is yours.

                         WIDE
          Margaret glances at Walter. What will he do?
          Walter's face is grimly blank.
          Margaret proceeds. Slowly, she pushes her chair from the
          table and rises.
          Walter doesn't move.
          Margaret walks over to the closest EASEL, then sits. She ties
          on a smock over her checkered dress.

                         THE JURORS
          crane their necks, intently curious.

                         MARGARET
          takes a pencil. She peeks over at Walter -- who's still glued
          to his seat. His face tight, his expression queasy. Staring
          off to some faraway place.
          Margaret looks up at the CLOCK. 3:20.
          Okay then. Totally calm, in a motion she's done so many
          times, she focuses on the canvas and starts outlining a Waif.
          Everybody watches. Effortlessly, she pencils the EYES. They
          are enormous. The largest orbs she has ever done.

           109.

                         

                         WALTER
          looks ill. Wracked with uncertainty.
          The Judge turns to him.

                          JUDGE
           Mr. Keane?

                          WALTER

                          (FAINT)
           I'm... setting the mood.

                          (WHISPERING)
           Getting the... muse to strike...

                          JUDGE

                          (BEAT)
           Well, your muse has 58 minutes.

                         MARGARET
          fills in more detail. Ears... nose... then, little fingers
          clutching a fence. The child is peeking over it, staring
          right at us...

                         WALTER
          is melting down. In total crisis...

                         THE CLOCK'S
          second hand sweeps around. It's 3:34...

                         THE JURORS
          look from Margaret to Walter. Why isn't he moving??

                         MARGARET
          finishes penciling. She leans back, satisfied with the
          composition. Then, she reaches for... the PAINT.
          She unscrews a tube and squirts it on the palette. She rests
          it on her lap and starts mixing a flesh tone...

                         THE JUDGE
          gapes at Walter, befuddled.

                         WALTER
          feels all eyes on him. He has to do something.
          Hesitantly, visibly shaking, he rises from the table.
          Margaret notices this.

           110.

                         
          Walter braces himself, trying to look confident, then takes a
          step. Suddenly -- he SQUEALS.

                          WALTER

           OW!
          Walter contorts his face in AGONY.
          He grabs his shoulder.

                          JUDGE
           Mr. Keane! Are you all right?

                          WALTER
           No -- it's --

                          (GRIMACING)
           Ah shoot! My old shoulder injury just
           flared up. I've got a bad muscle --
           I've been taking medication for the
           inflammation...
          Walter shrugs pathetically --

                          WALTER
           I -- I don't think I'll be able to
           paint today.

                         THE JUDGE
          is astonished.

                         WIDE
          The courtroom reacts.

                         MARGARET
          peers at Walter, knowingly.
          She's not surprised. This was his only way out.
          A look between them -- and then she cocks a half-smile and
          turns back to the canvas. She squirts out some white oil
          paint, then begins painting the eyes.

                         WALTER
          sinks down in his chair, beaten. All life gone.
          He stares at the emerging canvas, eyes wide, and we PUSH INTO
          WALTER'S FACE. He is witnessing the end of his empire... the
          destruction of everything that makes him who he is.
          We push in TIGHTER... TIGHTER... until the screen fills with
          his two eyes.

           111.

                         
          Big. Sad. And filling with tears.

                          CUT TO:

          EXT. FEDERAL COURTHOUSE - DAY

          The doors open, and Margaret comes tumbling out, victorious.
          She has WON!
          She's surrounded by Jane, her friends, and a MOB OF REPORTERS.
          They all SHOUT: "Mrs. Keane! Margaret! Congratulations!!"

                          MARGARET
           Thank you! Thank you so much.

                          REPORTER #2
           What are you going to call the
           painting?
          She smiles, clutching the finished Waif.

                          MARGARET
           "Exhibit 224."
          They all ROAR with laughter. A Reporter does a stand-up:

                          REPORTER #1
           The jury found in favor of Margaret
           Keane on all points. She won on
           charges of defamation, emotional
           distress, damaged reputation --

          IN THE BACKGROUND
          Walter drifts out, disheveled and lost. He stares hazily...
          angrily at the crowd.

                          WALTER
           What a group of idiots... a quagmire
           of incompetence...

                          (RAMBLING)
           This doesn't change a thing!
          We slowly PULL AWAY, leaving him tiny in the shot. Forgotten.

          BACK AT MARGARET
          She hugs Jane. The Reporter jumps in.

                          REPORTER #2
           Margaret! Do you feel vindicated by
           the high award?

                          MARGARET
           Oh... it was never about the money.
           And honestly -- I doubt Walter will
           even pay.

           112.

                         
          The Reporter chuckles. Margaret turns serious.

                          MARGARET
           I just wanted credit for what I had
           done. The justice is... I got my art
           back.

                          (SOFT)
           My prayers have been answered.
          Margaret takes Jane's hand and starts to walk away.
          Among the eager fans, a PORTLY LADY steps out, holding a BOOK.
          She smiles nervously.

                          PORTLY LADY
           Margaret! Could I possibly have your
           autograph?
          Margaret looks down -- and realizes the book is Walter's
          volume of "TOMORROW'S MASTERS"
          Margaret stares at it in wonder, then quickly signs the cover.

          CLOSEUP - MARGARET
          We hold. She slowly smiles in pride.

                          DISSOLVE TO:

          INT. MARGARET KEANE GALLERY - DAY

          A brand-new gallery of Margaret's art. The walls are covered
          with NEWLY-PAINTED Waifs and MDH's. We GLIDE through the
          gallery... down the corridors of children and women...
          These paintings of big-eyed children are different. They're
          in magnificent colorful gardens, surrounded by joyful splashes
          of red, orange, green...

                         CLOSING CARDS:
          "Walter never accepted defeat, insisting he was the true
          artist for the rest of his life. He died in 2000, bitter and
          penniless. He never produced another painting."
          "Margaret found personal happiness and remarried. After many
          years in Hawaii, she moved back to San Francisco and opened a
          new gallery. She still paints everyday."
          We move CLOSER to one child, into the face, until the eyes
          fill the frame. And then... finally, we tilt down. Revealing
          that the child is smiling.

           FADE OUT.

                          THE END

                          


Big Eyes



Writers :   Scott Alexander  Larry Karaszewski
Genres :   Crime  Drama


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